Secretary not a board member ???

Good day group.....I need some help understanding why the secretary of our HOA is not a board member.

According to our By Laws-- the Directors shall elect the officers of the the corporation at the Directors meeting following each annual meeting of the members of the Club.All officers shall be elected by the the Directors.The President and any Vice Presidents must be members of the Board of Directors.

OFFICERS---- The officers of the club shall be a president,one or more vice presidents,a treasurer,and a secretary,and such other officers as the Board of Directors may designate,all whom shall be elected by the Board of Directors,and shall hold office until their successors are duly elected and qualified.One person may hold simultaneously two offices,except that the offices of the President and the Secretary shall be held by seperate persons.

okay here comes the confusion--- We have a board consisting of 13 members...None of them want the role of treasurer or secretary so they are asking the general membership for someone to step up to the plate and perform these functions.I asked why do we have 13 board members and not one of them want to be the sec.or treas.but they just want BOD titles..Is there anything in the wording above in our By Laws that you can see that allows for non board members to fill these positions??? thanks for the third set eyes...Linda C

Linda - that's not unusual in small boards that no one wants to be sec or treas but strange out of 13. They can do what other boards do - have the MC do those tasks - and of course pay extra. I would imagine that if the board can delegate these duties to an MC, they could do so with another member.
I'm wondering since you wanted to be on the board why you don't apply for either job. Secretary would definitely allow you to be closely involved and record everything correctly. You would not have a vote, and probably not allowed to speak, but certainly be in the middle of everything. Harold

Linda, the minutes must be transcribed and narrowed down to only note the action taken, then approved at the next meeting by the board. A video or audio recording is just for the purpose of having something so the secretary can make sure the minutes are transcribed accurately. These tapes should be destroyed after the minutes are transcribed.

The reason is that the tapes are not the official minutes, but if they are kept, they can be subpoened in the event of a lawsuit, and all of the conversations in the tape can be used against the board.

The board is responsible to see that the minutes are maintained and transcribed. They are a very important part of your Association's corporate records. If they are not getting transcribed on paper and approved at each subsequent meeting, then the board is not doing it's fiduciary duty.

Your Bylaws probably allow for the board to delegate the duty of taking the minutes, but is still required to have a person in the office of secretary. Someone must step up to the plate, or the h/o's could sue the board if something occurs and the board is not performing it's fiduciary duty.

There must also be a treasurer, and there are specific duties for the treasurer. The board must clean up it's act or it may have serious problems down the road.

Look at it this way. The Bylaws have a clause that indemnifies the board members IF they are not negligent. Your D&O coverage will cover the board members IF they are not negligent. If they are negligent in their duties, then they are open to personal legal action.

Advise your board of that very serious fact of running an HOA business and have them get their act together.

In order to protect yourself, I recommend that you make a motion that the board elect two persons, each to the office of Treasure and Secretary, in order to comply with the requirements of the Bylaws. Make sure that the wording of the motion gets recorded verbatim into the written minutes. Since there is no secretary, then have the motion written out and state that you would like to have this entered into the minutes verbatim. Make sure that your name shows as the person making the motion. This will protect you if the board fails the motion, and if nothing gets done.

You can do this at each meeting in the future until they decide they need to act appropriately. But you will be protected. Make sure you keep a record of those actions.

Thirteen board members is too large for a HOA. 5 to 7 is the normal number. With 13 members, if you're operating under Robert's Rules of Order parliamentary procedures, then you must operate with large board procedures which have very formal guidelines. The chair cannot vote, must remain neutral, and if the chair wishes to speak in debate of an issue, then he/she must hand over the gavel to someone else until he has spoken.

The small board relaxed rules are for boards of 12 and under.

I think you need to get rid of some board members and have a fewer number of people -- who are willing to do the job.

Three vice presidents seems absurd. The job of the vice president is just to preside in the absence of the president. It's really a non-position unless the president isn't there, or resigns, in which case the vp will take over as president.

So why in the world would a board elect 3 vice presidents is beyond me.

You'll need some luck to get this bunch straightened out.

Dana it's been a long day and I'm missing it or maybe I'm over thinking it because I know there are certain items that must be signed by the secretary of the corporation. Or maybe I'm just dense but how do you interpret that the secretary doesn't have to be on the BOD. The line prohibiting the president from also being secretary seems to imply that the secretary is indeed on the Board.

"According to our By Laws-- the Directors shall elect the officers of the the corporation at the Directors meeting following each annual meeting of the members of the Club.All officers shall be elected by the the Directors.The President and any Vice Presidents must be members of the Board of Directors.

OFFICERS---- The officers of the club shall be a president,one or more vice presidents,a treasurer,and a secretary,and such other officers as the Board of Directors may designate,all whom shall be elected by the Board of Directors,and shall hold office until their successors are duly elected and qualified.One person may hold simultaneously two offices,except that the offices of the President and the Secretary shall be held by seperate persons."

This is the way I read it, and I could be wrong.

"The President and any Vice Presidents must be members of the Board of Directors."

This line says to me that the President and VP's must be members of the board. It says nothing of the treasurer or the Secretary needing to be board members.

"The officers of the club shall be a president,one or more vice presidents,a treasurer,and a secretary,and such other officers as the Board of Directors may designate,all whom shall be elected by the Board of Directors"

The board picks all of the above but remember that only the President and Vp's need to be members of the board.

"One person may hold simultaneously two offices,except that the offices of the President and the Secretary shall be held by seperate persons."

Now, here's the tricky part; Let's say the President, who is also a board member, wants to also be Secretary. He/she can't be due to the quote above.

And if the person that is secretary is not a board member. Than that person can't be president anyway.

Dana

LindaC3,

To answer your original question, in your instance NO the secretary does not need to be a member of the Board. Officers are chosen by the Board members, Directors (you have 13) are elected by the community. Your By-Laws do NOT state that secretary must be a BOD member.

Your By-Laws state, "All officers shall be elected by the the Directors.The President and any Vice Presidents must be members of the Board of Directors." "The officers of the club shall be a president,one or more vice presidents,a treasurer,and a secretary,and such other officers as the Board of Directors may designate,all whom shall be elected by the Board of Directors,and shall hold office until their successors are duly elected and qualified."

"Duly elected" does not necessarily mean elected by the community and does not infer secretary must be a BOD member. A duly held election for choosing officership usually happens at the first duly held meeting of the BOD following the annual meeting. However, officers serve at the pleasure of the BOD.

Shame on the other 13 BOD members for not handling the responsibility of secretary. More shame on the President (chairperson) of your BOD. They should all resign or get impeached.

Best of success!!
GeraldT1
NNJ

So Linda, are you on the board?

Also, I am personally not against you taping meetings. For those with "poorly functioning (I'm being kind here)" sometimes the video is the only evidence you have as to what did/or didn't happen. I happen to have a tape recording of a special assessment meeting from 1994. The minutes were terrible and we had questions as to the loan. This issue came up a couple of months ago. It saved the day.

The thing I'm sort of surprised about is the records that board members, past and present, just throw away.
I have all my important documents from anytime I was on the board. This especially helps if you change management companies or you just don't want to have to go to the management company looking thru poorly labeled boxes.

Dana

Gerald, I've reviewed our Bylaws and referred to RONR, and I find that I agree with you that an officer need not be a director.

I've served on boards for two organizations previously, plus the current HOA, and the officers were always selected from the directors, so I think I've just latched onto that.

Thanks for the correction.