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PattiL (Pennsylvania)
Posts: 4
Posted:
President of the board received compensation for acting as the managing agent also.
Isn't this a conflict of interest.
JimR24 (Texas)
Posts: 399
Posted:
Quote:
Posted By PattiL on 09/25/2015 6:28 PM
President of the board received compensation for acting as the managing agent also.
Isn't this a conflict of interest.

Wow...that sounds risky for any one person to do that. I sure wouldn't recommend it. Does your governing documents prevent this from happening? What do u think?

oljim, in texas

Lovin' life with my honey!
and, President of HOA in Texas
LarryB13 (Arizona)
Posts: 4,099
Posted:
Quote:
Posted By PattiL on 09/25/2015 6:28 PM
President of the board received compensation for acting as the managing agent also.
Isn't this a conflict of interest.

What is the managing agent and how does his job differ from that of the president?

PattiL (Pennsylvania)
Posts: 4
Posted:
The president of a HOA is part of the board of directors. No one on the board should be compensated for their position. This person also appointed themselves the manager ,which a lot of associations hire an outside company to handle their affairs.
NpS (Pennsylvania)
Posts: 4,216
Posted:
No one on the board should be compensated for their position.

Is this in your HOA's documents? Or is it just your opinion?
If it's in your documents, could you provide the exact wording?

Quote:
Posted By PattiL on 09/25/2015 8:44 PM
This person also appointed themselves the manager

Is there a management contract? Did he appoint himself as manager or did the Board vote on it?


Sikubali jukumu. Read all posts at your own risk.
NpS (Pennsylvania)
Posts: 4,216
Posted:
REDO:

Quote:
Posted By PattiL on 09/25/2015 8:44 PM
No one on the board should be compensated for their position.

Is this in your HOA's documents? Or is it just your opinion?
If it's in your documents, could you provide the exact wording?

Posted By PattiL on 09/25/2015 8:44 PM on 09/25/2015 8:44 PM
This person also appointed themselves the manager

Is there a management contract? Did he appoint himself as manager or did the Board vote on it?

Sikubali jukumu. Read all posts at your own risk.
TimB4 (Tennessee)
Posts: 21,059
Posted:
Quote:
Posted By PattiL on 09/25/2015 8:44 PM

No one on the board should be compensated for their position.

I agree in part. Most Statutes and governing documents specify that no Director is to be compensated.

However, many individuals serve dual roles, that of a Director and that of an Officer.
These are two very different positions with very different tasks and responsibilities.

Directors make the decisions for Associations issues.

Officers implement those decisions and carry out the day to day tasks of the Association. They also attend Board meetings, but have no vote.

Basically it's the same as having two jobs with the same company.

Although Directors, typically, are not compensated, Officers may be.

Additionally, conflicts of interest are typically not illegal.
Potential conflicts should be disclosed prior to the decision to allow the conflict and the individual should refrain from participating in such decisions.

Keep in mind, I'm not saying it's a great idea to allow the conflict you describe. In fact, I doubt I would support it. However, that was a decision for your Board.

If you feel that was a wrong decision, you should gather support and either recall the board or simply not reelect them at the next election. This means you will need to find volunteers willing to serve as well (perhaps one of those volunteers can be you).

One other note: Is there a reason why there is a managing agent and that this individual was chosen?

You should find out the answer to that question. Perhaps this individual is actually saving the Association money, as the position was needed and they were willing to do the job for far less then the market price.
KerryL1 (California)
Posts: 14,550
Posted:
Are you on the Board, Patti?

How many are on it? Did they vote for the prez to be your property mgr.? What does the contract with your "PM" say?

With others: what do your documents say?

BobD4 (up north)
Posts: 1,002
Posted:
Good comments above.
PattiL (Penn) :

1- If you check Pennsylvania Condo or Planned Community Acts you may find no overt prohibition, but a Directoral duty labelled fiduciary/good faith. Presumed left to the maturity & diligence of the owners.

Penn’s Uniform Condominium Act ch 31-4 http://pacondolaw.com/home-2/home-2/uniform-condominium-act/ or Penn's Uniform Planned Community Act ch 51 -4 http://pacondolaw.com/home-2/home-2/uniform-planned-community-act/

2 - Your concern was expressed as conflict of interest, the removal of internal safeguards although some commenters have seen the very valid connection to Director compensation.

Lots gets said about compensation, but in favour is that some jurisdictions like mine actually authorize a condo Director remuneration IF expressed in specific by-law with a maximum 3 year limit ( 1 vote in person/proxied more than 50 % of all units at a validly convened owners meeting ).

But whether Director compensation is a good idea or not . . .
RichardP13 (California)
Posts: 3,868
Posted:
An elected member is a Director first and foremost. Bylaws may state that officers MUST be Directors, and Directors are not to be compensated, then this arrangement in the OP's situation DOES NOT fly. If your Bylaws state that officers need not be Directors and the treasurer is not a Director, then yes.

KerryL1 (California)
Posts: 14,550
Posted:
Are you on the Board, Patti?

How many are on it? Did they vote for the prez to be your property mgr.? What does the contract with your "PM" say?

With others: what do your documents say?

JohnC46 (South Carolina)
Posts: 14,265
Posted:
Patti

It may or may not be proper according to your what your HOA documents say. Until said time as we know what they say, we cannot answer your question.

TimB4 (Tennessee)
Posts: 21,059
Posted:
Keep in mind that paying someone as a managing agent (or hiring their landscape company, etc.) who happens to be a Director is different then paying an Officer who happens to be a Director. One is be a conflict of interest (which is typically allowed providing that conflict was known prior to awarding the contract) and the other is debatable if it's an allowed practice or not.

The OP's question dealt with a conflict of interest.

The thread seems to be heading toward paying or not paying Officers or Directors.

Regardless of what is allowed by Statute or within the governing docuemnts, one thing to keep in mind is paying directors and officers for their service, it is not a good idea. Under the law, volunteer directors and officers of properly insured homeowner associations face no personal liability for their decisions absent intentional fraud or self-dealing. Paid directors and officers can face personal liability for bad judgment and unintentional mistakes.

Here are some links:

Conflict of Interest:

May Board Members Accept Compensation in an HOA or Condo Association?

Should directors be paid for services to condos or HOAs? 2012 article

Its a Bad Idea to Hire Residents for HOA work . . . an article by CAI

Paying Officers (allowed):

Conflicts of Interest from Davis-Stirling

Can an HOA or condo board member also be employed by the Association? from the Sun-Sentinal

Avoiding Conflicts of Interest from the Cooperator

Paying Officers (not allowed):

Should HOA Board Members Be Paid?

Related Information (to make an informed decision if you have to decide):

Federal Volunteer Protection Act (42 U.S.C. 14501) IMPORTANT INFO
Except as provided in subsections (b) and (d), no volunteer of a nonprofit organization or governmental entity shall be liable for harm caused by an act or omission of the volunteer on behalf of the organization or entity . . .

If you are paid as a Director or Officer, you are not protected by this act.

Independent Contractor or Employee IRS Publication 1779

What HOAs Need to Know About D&O Insurance

As always, individual Board members need to make informed decisions. Conflict of interests should be avoided when possible. If questions linger after doing your own research, consider paying an attorney for a legal opinion.
KerryL1 (California)
Posts: 14,550
Posted:
Patti, despite others' replies, i am very curious how the prez got or has the authority to appoint himself as "managing agent." Is there something in your bylaws or board policies that give the prez such extreme powers? If there is a property manager, the board votes on the contract for that person.

So did he write his own contract? I think we can offer better advice if you'd fill in some of the gaps.

There are self-managed HOAs and the bylaws generally specify what each officer's duties are. Wording like: "The president oversees the day to day operations of the Association" aren't unusual.
JimR24 (Texas)
Posts: 399
Posted:
Thanks Tim, for all the reference materials. Excellent information!

oljim, in texas

Lovin' life with my honey!
and, President of HOA in Texas
PattiL (Pennsylvania)
Posts: 4
Posted:
Thank you everyone for your help. We have a small association 12 units in all. Our condominiums were apartments converted into single units by a partnership. At the time I bought mine there was one unit left. The officers were already in place and they were the board of directors. It seems the partnership gave the president the authority to also be the manager. The last unit was sold approximately a year and half after I bought mine. So the partnership no longer owned any of the units. That should have voided the manager position. But It continued . Apparently the president needed the money more than the struggling association. There was nothing in our bylaws that states an officer could also be the manager but it will be changed.
Thanks again
PattiL (Pennsylvania)
Posts: 4
Posted:
Thank you everyone for your help. We have a small association 12 units in all. Our condominiums were apartments converted into single units by a partnership. At the time I bought mine there was one unit left. The officers were already in place and they were the board of directors. It seems the partnership gave the president the authority to also be the manager. The last unit was sold approximately a year and half after I bought mine. So the partnership no longer owned any of the units. That should have voided the manager position. But It continued . Apparently the president needed the money more than the struggling association. There was nothing in our bylaws that states an officer could also be the manager but it will be changed.
Thanks again
GeorgeR8 (Arizona)
Posts: 182
Posted:
I am the president and property manager. It has always been that way here. Other condos I've owned the president was also the property manager. None of them or myself were ever paid.
JohnC46 (South Carolina)
Posts: 14,265
Posted:
My niece owns a condo in a 8 unit building that was converted from apartments to condos. The President of the BOD is also the "building manager", a paid position. She says he can be a pain in the a$$ but he runs a great operation and people are very happy with the arrangement thus no one is actively looking for change. She says they have one CCO (Chief Complaining Officer) who every year complains and runs for the BOD (3 people). My niece says the women never gets elected and people actually avoid her rather than listen to her.

While being on the BOD and getting paid by the association can be tricky it can proper if done openly and correctly. I would have to know the situation before I passed judgement.

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