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BonnieG1 (Nebraska)
Posts: 1,186
Posted:
One paragraph state "No director shall receive cmpensation for any services he may render in his capacity as a member of the Board of Directors unless such compensation is approved at a meeting of the Members. However, any director may be reimbursed, by resolutin of he Board of Directors, for his actual expenss incurred in the performance of his duties as a director."

Another paragraph states, "Except as authorized by the Board of Directors, officers of the Association shall receive no compensaton for their services in such capacity, provided, however, a Board member, officer, or other Owner or Occupant may be retained by the Association and fairly compensated for services performed or materials supplied to the Association in an individual capacity. The officers of the Association may be reimubursed, by resolution of the Board of Directors, for out-of-pocket expenses incurred in the performance of their duties.

One of our Board members has interpreted the second paragraph giving permission to pay one Board member as Resident Agent and to pay another Board Member as Bookkeeper.

Our documents clearly state that managing is a Board responsibility and also that bookkeeping is a Board responsibility. Although the Board is giving authority to hire a manager and/or bookkeeper.

I interpret the second paragraph to mean we can hire a Board member......... to paint, do repairs etc.

We are a senior condominium in Nebraska with 43 units.
TimB4 (Tennessee)
Posts: 21,062
Posted:
Bonnie,

I would say that you are both right.

Personally, based on your postings, if I lived within your Association I would have several issues with the Board. However, that doesn't indicate that the issues I have would indicate illegalities.

I don't believe that any member of the Board should be paid for any other service provided to the Association. in my opinion, if they want to be paid for that service then they should not be serving on the Board. One of the larger concerns I would have is, if I recall correctly, you stated that the Treasurer is acting as the bookkeeper. Since the bookkeeper is typically supervised by the Treasurer, then the reality is - there is no supervision or checks and balances. Additionally, if the Treasurer is responsible for the financial affairs of the Association how could anyone logically separate the two functions (bookkeeper/treasurer).

SusanW1 (Michigan)
Posts: 5,202
Posted:
Your bylaws speak about "board duties."

Do you think bookkeeping is a board function job?

Or would you have to hire one anyway to get the job done?

I agree, acting as treasurer AND bookkeeper is an overlap.

PetunkaM (Florida)
Posts: 1,009
Posted:
Bonnie,

I read the second paragraph the same way as you do. I think, the Treasurer/Bookeeper cannot be compensated unless such compensation is approved by the members. As a side note, I view the ‘Resident Agent’ who is also serving on the board as a potential conflict of interest. She could however be an employee or an officer (no vote at the BOD meetings)

Many small associations have difficulties finding people to serve. To make it more attractive the members vote to approve a fixed amount – let’s say $2,500/year- as a compensation for the entire board at the Annual meeting. The board members then decide how to divide that money among them. Or, the members vote for a fixed amount to be paid to the President, Tresurer and Secretary. Either way, such compensation is allowed by your By-laws and could solve the problem you are faced with now. No one could question whether the money is authorized or not.
SusanW1 (Michigan)
Posts: 5,202
Posted:
Resident Agent or Registered Agent?

BonnieG1 (Nebraska)
Posts: 1,186
Posted:
The contract reads "Resident Agent"

Tim, thanks for your response. I have just been a Board member as of January of this year. I knew there was a problem with the Board (appeared to be only 2 members, President and Vice President and the Vice President was also manager) is the only reason I agreed to take a Board position. I wanted to correct some situations. But I knew that one doesn't immediately try to make major changes no matter how bad the situation appears to be. And changing things is a lot harder than I thought it was going to be.

Another thing, the lady who is now President told me before the last annual meeting that she had not even read our governing documents. In fact for some years Board members didn't even know we had governing documents. That is on reason it is difficlut to follow them now.

Also as I had never served on a governing body in my life, I felt I needed to learn the ropes. I am still learning and this forum is a great help.

The idea of membership vote for a yearly amount for Board members seems like both a good idea and a poor idea. Kind of like the conflicting paragraphs in our documents. I might or might not mention it to the Board. But I am still concerned about loosing legal protecion if I accept pay.

SusanW1 (Michigan)
Posts: 5,202
Posted:
If this "resident agent" is the same thing as a Property Manager, then it is a huge conflict of interest for that person to be on the board. The PM works for the board, is a paid vendor or employee and might even have to be licensed in your state.

Perhaps you can list the job description of this resident agent.

We pay our Treasurer a stipend because there is a huge job in invoicing, collecting, tracking and overseeing our water/membership dues. This amount is in our bylaws and in no way covers what she does. It's a huge job. She tracks everything on Quickbooks. At the end of the year, all material is given to an Accountant, who files the required IRS paperwork. So we don't have a bookkeeper in the loop, just the treasurer (who is doing the bookkeeping) and the accountant.

PetunkaM (Florida)
Posts: 1,009
Posted:
The idea of membership vote for a yearly amount for Board members seems like both a good idea and a poor idea. Kind of like the conflicting paragraphs in our documents. I might or might not mention it to the Board. But I am still concerned about loosing legal protecion if I accept pay. [Bonnie]

Bonnie,

It is, of course, your decision not to mention it to the Board. I surely would at least discuss it, so there is no misunderstanding. If you think it is a poor idea to compensate the BOD you could propose amending the By-laws to prohibit any compensation for the board members.

Needless to say, some of your Board members are compensating themselves under ‘fictitious titles’ and that is not a good idea at all. Clearly, they want to be paid. I would hardly consider $800/year a salary, may be a fee. Not sure, what you mean by loosing ’legal protection’.

Note, that the Board members in many not-profits are paid real salary. In fact, Florida state pays up to $40K to its school board members. On the other hand HOA board members are considered to be volunteers serving their community and should not be paid ‘salary’. But again, a few hundred $/year is not a salary. As I said, many small associations struggle attracting volunteers and should the members authorize paying them something for their services so be it. Besides, the members do not have to take the money althougth most do. Experience speaks.
BradP (Kansas)
Posts: 2,640
Posted:
I think your board is misinterpreting the documents. They seem pretty straightforward to me.

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