Officer position and responsibilities

Started by KellyP6 • 23 replies • 1750 views

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KellyP6 (Florida)
Posts: 20

Posted:

We have a newly formed board of five. What are the responsibilities for each officer? We do have a management company and two of them actually think that the company is who runs our HOA. One even believes the the HOA was formed with the voting of a homeowner board... I've been told is regret the decision to be on the board but these two are the very reason I did.. It is my understanding that we (the five of us) will vote on who takes what position.. I can really find any real definition of what each is responsible for.. Thank you in advance...

LarryE3 (Colorado)
Posts: 39

Posted:

Kelly,

The management company would handle most of the day-to-day activities for your HOA, but they work for the Board (not the other way around). Our Bylaws outline the responsibilities for each of the officers. Are these descriptions in your Bylaws. Also, the Officers are appointed/elected by our Board. According to our Bylaws, only the President and Vice President need to be Board members; the Secretary and Treasurer do not.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Kelly

Typically the BOD Members vote among themselves as to who fills the BOD Officer positions. Typically Pres., VP, Treasurer, Secretary. If done this way than the BOD can re-vote anytime a majority of them want to. In our association all BOD Members must be owners.

Typically the MC is hired by and can be fired by the BOD.

This assumes you are under owner control.

KellyP6 (Florida)
Posts: 20

Posted:

Quote:

Posted By LarryE3 on 07/03/2016 1:21 PM
Kelly,

The management company would handle most of the day-to-day activities for your HOA, but they work for the Board (not the other way around). Our Bylaws outline the responsibilities for each of the officers. Are these descriptions in your Bylaws. Also, the Officers are appointed/elected by our Board. According to our Bylaws, only the President and Vice President need to be Board members; the Secretary and Treasurer do not.

I'm completely aware of who the management company works for.. Two of the others not so much. I don't think it ver well defined. Bylaws tell that offices there are and the CCRs tell specific powers of the board but no real definition..

TimB4 (Tennessee)
Posts: 21,059

Posted:

Officers of the Association are responsible for implementing the decisions of the Board and overseeing the day to day tasks of the Association. Tasks may be delegated but the responsibility for completing them can not.

Governing documents typically identify the specific duties of each Officer.
Typically, the responsibility and duty of each Officer is as follows:

President:
• Preside at all meetings of the Association
• Set the Agenda for all meetings (with input from the Board)
• Prepare Meeting Package
• Primary Co-signer of all checks
• Verify that the decisions of the Board are carried out
• Verify that the Association is in compliance with the governing documents
• Verify that the Association is in compliance with State & Federal laws
• Shall sign all written instruments of the Association
• Be the “face” and voice for the Association

Vice President:
• Serve as the President when the President is unavailable.
• Is a potential co-signer of all checks issued by the Association
• Be a face and a voice for the Association
• Be the lead on special projects.

Secretary:
• Keep the Minutes of Board Meetings
• Keep the Minutes of General Membership Meeting
• Record the Votes of the Board or General Membership
• Serve Notice of meetings
• Reserve room for General Membership Meetings
• Certify quorum requirements are met.
• Be Custodian of the Corporate Seal
• Maintain membership list
• Custodian of Association Records
• Review all proposals for compliance with Federal and State laws
• Responsible for the issuing of Declaration Packages
• Editor of Newsletter (if not appointed separately)

:
• Track, Collect and Deposit Annual Assessment Payments (may be delegated)
• Track, Collect and Deposit Special Assessment Payments (may be delegated)
• Track, Collect and Deposit Payment for Fines (may be delegated)
• Track, Collect and Deposit Other Charges (may be delegated)
• Disburse funds only as authorized by the Board
• Transfer Funds, as authorized, into and out of the Associations Reserve Account
• Maintain and Reconcile Associations Financial Accounts
• Verify that all bills are within the budgeted amount for that line item. If a bill will place that line item over budget inform the Board of Directors and seek permission to transfer funds from another line item to pay the bill.
• Maintain Associations Financial Records
• Create a Treasurers Report for each meeting of the Board
• Create an Annual Treasurers Report for the General Membership Meeting
• Review and Update, as necessary, the Associations Reserve Study
• Prepare and File 1099’s as required
• Prepare and File Federal and State Income Taxes
• Prepare a Draft Annual Budget for the following year
• initiate a Financial Review or Audit of Financial Records by a CPA as required by Governing Docs or Statute
• Review work of Bookkeeper (if applicable)

Other Officers as Needed - Example: Maintenance Officer:
• Be the main contact for the snow removal contract
• Be the liaison between the Board and all other contracts
• Obtain quotes and oversee work performed in accordance with the Associations Reserve Study
• Potential Co-signer of all checks of the Association
• Be a “face” and a “voice” of the Association to the membership

See:

Board Member Toolkit

The Role of Today's HOA Board of Directors

Basic Responsibilities of the President, Vice President, Secretary and Treasurer of a Homeowners Association

The SPOTLIGHT Series of Leadership Handbooks from the National Association of Parliamentarians

WHAT’S THE DIFFERENCE BETWEEN DIRECTORS AND OFFICERS?

Responsibilities and Duties of HOA Officials From an HOA (word document that wants to be downloaded)

Hope this helps,

Tim

TimB4 (Tennessee)
Posts: 21,059

Posted:

Quote:

Posted By TimB4 on 07/03/2016 2:26 PM

:
• Track, Collect and Deposit Annual Assessment Payments (may be delegated)
• Track, Collect and Deposit Special Assessment Payments (may be delegated)
• Track, Collect and Deposit Payment for Fines (may be delegated)
• Track, Collect and Deposit Other Charges (may be delegated)
• Disburse funds only as authorized by the Board
• Transfer Funds, as authorized, into and out of the Associations Reserve Account
• Maintain and Reconcile Associations Financial Accounts
• Verify that all bills are within the budgeted amount for that line item. If a bill will place that line item over budget inform the Board of Directors and seek permission to transfer funds from another line item to pay the bill.
• Maintain Associations Financial Records
• Create a Treasurers Report for each meeting of the Board
• Create an Annual Treasurers Report for the General Membership Meeting
• Review and Update, as necessary, the Associations Reserve Study
• Prepare and File 1099’s as required
• Prepare and File Federal and State Income Taxes
• Prepare a Draft Annual Budget for the following year
• initiate a Financial Review or Audit of Financial Records by a CPA as required by Governing Docs or Statute
• Review work of Bookkeeper (if applicable)

Should be for Treasurer

KellyP6 (Florida)
Posts: 20

Posted:

Thank you Tim!

PitA
Posts: 1,416

Posted:

as you are in Texas:

http://www.statutes.legis.state.tx.us/Docs/BO/htm/BO.22.htm

your HOA MUST adhere to these laws

KerryL1 (California)
Posts: 14,550

Posted:

Are you sure, Kelly, that your bylaws don't say something about the sites of the officers? Even a little bit? How many pages are your bylaws?

Bylaws often say that the board can delegate certain function to a management company.

To learn what your MC is supposed to do, read your HOA's contract with the mgmt. co or manager. Their responsibilities should be spelled out. Depending on the size of your HOA and the contract with the MC, they might provide some training.

A place to see the duties & responsibilities of the Board as a whole could be very well be in your CC&Rs (Covenants; Declarations)

KellyP6 (Florida)
Posts: 20

Posted:

Quote:

Posted By KerryL1 on 07/03/2016 5:34 PM
Are you sure, Kelly, that your bylaws don't say something about the sites of the officers? Even a little bit? How many pages are your bylaws?

Bylaws often say that the board can delegate certain function to a management company.

To learn what your MC is supposed to do, read your HOA's contract with the mgmt. co or manager. Their responsibilities should be spelled out. Depending on the size of your HOA and the contract with the MC, they might provide some training.

A place to see the duties & responsibilities of the Board as a whole could be very well be in your CC&Rs (Covenants; Declarations)

They say very little. Trust me, I have read and re-read both the CCRs as well as the bylaws. I do know that the MC does a lot and the board should over see it but it doesn't get specific. I don't trust the MC that we have and several subdivisions have replaced them already. That is something I suggest we do in the near future. I have asked for their contract before as I was also part of outer advisory committee before being elected to the board. I have yet to receive a copy.. We are due to elect officers this week at the first official meeting as a board with the MC.... I'm pretty sure we are in the red financially...

KerryL1 (California)
Posts: 14,550

Posted:

Well, Kelly, it sounds like your Board has a lot to learn. Request again, in writing, to see that contract with the MC.

Meantime, go to some of the sources Tim recommends. His first one, Board Member Toolkit gave me a lot of guidance when I and most other directors here were new.

Many of the duties that tim lists are often done by property mgrs., which is just on reason why you need to see that contract.

KerryL1 (California)
Posts: 14,550

Posted:

KellyP6 (Florida)
Posts: 20

Posted:

Quote:

Posted By KerryL1 on 07/03/2016 6:26 PM
Well, Kelly, it sounds like your Board has a lot to learn. Request again, in writing, to see that contract with the MC.

Meantime, go to some of the sources Tim recommends. His first one, Board Member Toolkit gave me a lot of guidance when I and most other directors here were new.

Many of the duties that tim lists are often done by property mgrs., which is just on reason why you need to see that contract.

(Excude my previous typo that should have said "duties.")

I have actually already seen most of those he referred to! See, I have done my homework! I know that document is very important.. My only concern is, we are not built out yet so the builder still out votes us. Should we ever have to vote on anything before it is built to 70%, we're stuck...

RichardP13 (California)
Posts: 3,868

Posted:

Kelly

Having been a Board member, the President of an association and now own a management company I understand how the different document tie into one another.

Your CCRs and/or your Bylaws will spell out in detail the rights of the Association and will also spell out the roles of the officers.

What a good management contract will go is explain in detail what roles and responsibilities they will handle on behalf of the Association and its officers. It can and should have an addendum if the Association has any special needs or takes on certain responsibilities that may be unique to them. For instance, my association has to assume the water billing process for 317 units because the local water utility wouldn't do it.

In short, have a contract tailored to your specific needs.

TimB4 (Tennessee)
Posts: 21,059

Posted:

Keep in mind that even though the MC is contracted to perform most of the tasks, the Officers should spot check from time to time to verify that things are being done as the Board expects. As I pointed out, the Officers are responsible for those tasks being completed even if they are not the ones doing the actual work.

As treasurer, I would ask for 5% of the ledgers (picking lots at random) at the six month mark to verify proper recording and depositing of payments. Even though the MC may be making deposits and, perhaps, paying the bills, the Treasurer should be reconciling the bank statements.

PitA
Posts: 1,416

Posted:

Kelly,

Until you read and understand the CORPORATE LAW of the state in which the corporation (HOA, Inc.) was formed, you have NOT done your homework.

Said LAW describes the duties of the corporate officers (and whether your bylaws supersede same).

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Quote:

Posted By KellyP6 on 07/03/2016 6:51 PM

Basically you are under Declarant control. He who has the ball, makes the rules.

RichardP13 (California)
Posts: 3,868

Posted:

Quote:

Posted By PitA on 07/04/2016 4:28 AM
Kelly,

Until you read and understand the CORPORATE LAW of the state in which the corporation (HOA, Inc.) was formed, you have NOT done your homework.

Said LAW describes the duties of the corporate officers (and whether your bylaws supersede same).

And I wonder how many people here fall under that category?

KellyP6 (Florida)
Posts: 20

Posted:

Quote:

Actually, much of our bylaws have been taken from which you reference. And even still, there is no mention of specific duties. Can you quote them or even show their specific location?

PitA
Posts: 1,416

Posted:

The President presides over and manages the meetings and contracts.
The VP's duties are obvious.

The Treasurer disburses and is responsible for the care custody and control of all funds.

The Secretary maintains records, prepares letters, takes minutes of meetings, sends notices to the membership, keeps / files all records.

ALL directors vote on issues and/or review and agree on contracts.

The 'job descriptions' are EXACTLY what the titles imply.

PLUS all have a 'Fiduciary Responsibility' to the Corporation.

I guess that in Texas it is assumed that the meanings of common everyday words are assumed.

Here, in S.C., they are actually 'spelled out' for the under educated.

PitA
Posts: 1,416

Posted:

HOWEVER:

as per: http://biztaxlaw.about.com/od/boardofdirectors/f/What-Are-The-Duties-Of-Corporate-Officers-Like-Secretary-Treasurer-President.htm

Chairman of the Board/Board President

The board chairman or president is responsible for the overall functioning of the board of directors and ensures that all appropriate actions are taken. Specifically, the board chair/president:
•Ensures that an agenda is planned for each board meeting
•Presides over meetings of the board of directors and the annual meeting
•Serves as supervisor/liaison with corporate executives reporting to the board
•Serves as primary spokesperson for the organization
•Signs specific documents on behalf of the board of directors and the corporation

Corporate Vice President

The vice president of a corporation may have no specific duties but should be able to fill the duties of president if required. Often, the vice president chairs specific committees or has other regular duties, as determined by the board in its bylaws or on an ad-hoc basis.

Corporate Board Secretary

The secretary of the board of directors has overall responsibility to create and maintain corporate records and other important corporation documents. Included in this responsibility:
•Act in the role of a secretary
•Record minutes of all board meetings and minutes of all committees as needed. Minutes must be taken in a specific form and all board and committee actions must be recorded.
•Keep records of all policies approved by the board.
•Maintain a calendar of corporate events, including the date of the annual meeting and budget approval dates.
•Maintain personnel and payroll records for executive employees reporting directly to the board of directors.
•Keep all records in a safe place and make sure all documents are in good order in case of audits.

Corporate Board Treasurer

The treasurer of the board of directors has primary responsibility for the financial well-being of the corporation, but does not take day-to-day responsibility. Included in the board treasurer's duties are:
•Creating and maintaining the corporation's annual budget for each fiscal (financial) year. This responsibility includes presenting the budget to the board for approval.
•Creating, implementing, and reviewing financial policies for the corporation.
•Reviewing investment activities of the corporation
•Overseeing the annual financial audit of the corporation (if public) and other audits of corporate records and finances.
•Chairing the board's finance committee

JamesG11 (Florida)
Posts: 118

Posted:

Your Association Bylaws should contain "job descriptions" of the various officer positions. Have you checked those?

KerryL1 (California)
Posts: 14,550

Posted:

You know, James? I and others too I think have asked Kelly if s/he has checked the bylaws and the answer was yes. It is indeed hard to imagine bylaws that do not discuss officers duties.

Say, Kelly, again, how many page long are your bylaws? Are you sure you're inorported?

But, James, as Kelly already mentioned, they still are under developer control about which I know little. What can board officers do if the developer is in control, os matter what officer descriptions say?

BobW18 (South Carolina)
Posts: 2

Posted:

Kelly,
It looks like you got a lot of good information, however the one that I didn't see is the use of "Roberts Rules of Order." I've been on our board for only three years and it is an invaluable resource. In fact our Master Deed references "Roberts Rules of Order." Using that resource for your definition will halt any dispute or argument that internet variations may offer. My recommendation is to get yourself a book post haste and set-up you Master Deed, and By-Laws based on its recommendations.

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