TomP2 (Arizona)
Posts: 28
Posts: 28
Posted:
Does the BOD need explicit language in the Governing Docs to implement rules that interpret vague or confusing restrictions? Our Declaration and Bylaws do not explicitly grant that power/authority to the BOD. There is this broad descriptions of BOD powers and authority in our Bylaws:
"Powers and Authority of the Board. The Board of Directors shall have all the powers of an Arizona non-profit corporation, subject only to such limitations upon the exercise of such powers as are expressly set forth in the Association's Articles of Incorporation, these By-Laws and the Declaration. The Board shall have the power to do any and all lawful things which may be authorized, required or permitted to be done by the Association under and by virtue of said Articles, These By-Laws and the Declaration, and to do and perform any and all acts which may be necessary or proper for or incidental to the exercise of any of the express powers of the Association".
and:
"President. The President shall be the chief executive officer of the Association. He/she shall preside at all meetings of the Association and the Board of Directors. He/she shall have all of the general powers and duties which are usually vested in the office of President of a corporation..."
The closest we actually get to explicit authority to make rules is (again Bylaws):
"Rules and Regulations. The Board of Directors shall have the power to adopt and publish rules and regulations (Rules) governing the use of the common property, and such rules and regulations shall be binding upon the members of the Association".
The rules and regs clause almost gets there. But it is only talking about the common property, not rules regarding the way that owners use their own property. Things like garbage cans out of sight except on collection day, parking, nuisance dogs, etc.
Thanks,
Tom
"Powers and Authority of the Board. The Board of Directors shall have all the powers of an Arizona non-profit corporation, subject only to such limitations upon the exercise of such powers as are expressly set forth in the Association's Articles of Incorporation, these By-Laws and the Declaration. The Board shall have the power to do any and all lawful things which may be authorized, required or permitted to be done by the Association under and by virtue of said Articles, These By-Laws and the Declaration, and to do and perform any and all acts which may be necessary or proper for or incidental to the exercise of any of the express powers of the Association".
and:
"President. The President shall be the chief executive officer of the Association. He/she shall preside at all meetings of the Association and the Board of Directors. He/she shall have all of the general powers and duties which are usually vested in the office of President of a corporation..."
The closest we actually get to explicit authority to make rules is (again Bylaws):
"Rules and Regulations. The Board of Directors shall have the power to adopt and publish rules and regulations (Rules) governing the use of the common property, and such rules and regulations shall be binding upon the members of the Association".
The rules and regs clause almost gets there. But it is only talking about the common property, not rules regarding the way that owners use their own property. Things like garbage cans out of sight except on collection day, parking, nuisance dogs, etc.
Thanks,
Tom