Board Rules or Guidelines

AmyP1 (Georgia)
Posts: 1

Posted:

Hi! We have a concern that there are decicions being made by a board member without consulting the remainder of the board. As well, we have realized that she is approving payment of some invoices without consulting the treasurer or the remainder of the board. We have been advised that we should establish some guidelines by which each board member must follow concerning communications, approvals, and so on. I wanted to see if anyone would be willing to provide examples of guidelines that you found to be very helpful on your board. We just wnat to be sure that we are including all of the guidelines that we can so there is no room for error. Any advice would be really appreciated!

JoeW1 (New York)
Posts: 728

Posted:

AmyP1 - Go to the following link, good article that outlines responsibilities of a Board member.

http://www.associationtimes.com/articles2004/rolebod1104.htm

I've quoted it as follows:

"PRESIDENT

The president of an association is vested with all the powers generally given to the chief executive officer of a corporation. While specific by-law provisions may vary the president's duties, it is generally presumed that he or she will preside at all meetings of the board and the membership. The president will execute contracts, orders and other documents in the name of the association as its agent. When signing documents, the president should indicate the capacity in which he or she is signing in order to avoid any personal liability since the president's signature, under most circumstances, will bind the association under a doctrine of inherent powers.

The president also assumes general charge of the day-to-day administration of the association and has the authority to order specific actions in furtherance of the board's policies. The president serves as spokesman for the board of directors in most matters relating to general association business. Like all officers of the association, the president has an affirmative duty to carry out the responsibilities of the office in the best interests of the association. Unless otherwise specified in governing documents, the president serves at the will of the board of directors and can be removed with or without cause at any time by a majority of the full board.

VICE PRESIDENT

The vice-president is vested with all the powers which are required to perform the duties of the association president in the absence of the president. The vice president does not automatically possess inherent powers to act in the capacity of the chief executive officer, and may act for the president only when the president is actually absent or otherwise unable to act. The vice-president may assume such additional duties as are defined by the board of directors. Often, the vice-president will chair one or more substantive committees like that of architectural review.

SECRETARY

The secretary of the association is responsible for keeping and maintaining a record of all meetings of the board and the membership and is the custodian for most of the official records of the association. The position of secretary is not simply a clerical position. In many cases, the secretary will not actually keep the minutes of the meetings, but will be responsible for obtaining someone who will do so as a recorder or assistant secretary. As the custodian for the minutes and other official records of the association, the secretary is responsible for insuring access to those records by the members of the association and their authorized representatives.

TREASURER

The treasurer is the custodian of the funds, securities and financial records of the association. When the association has a manager or management company that actually handles the funds on a daily basis, the treasurer's duties will include overseeing the appropriate people to insure that the financial records and reports are properly kept and maintained. Unless the by-laws otherwise specify, the treasurer is responsible for coordinating the development of the proposed annual budget and for preparing and giving the annual financial report on the financial status of the association.

The treasurer does not have the authority to bind the association or the board of directors in dealings with third parties unless the board has provided express authority for the treasurer to do so. As with the association's secretary, the treasurer does not have to perform the day-to-day record keeping functions of the association when this responsibility is transferred to a management company, but the treasurer will ultimately be responsible for insuring that the financial records of the association have been maintained properly in accordance with sound accounting practices."

MelissaP1 (Alabama)
Posts: 13,836

Posted:

Our HOA is setup so that it takes 2 signatures before a check is valid. It has to be the bookkeeper's, president's or another assigned board member/Officer in combo. That way atleast one board member is accountable and the bookkeeper for processing checks.

You may have to go to your bank to order special checks. I will warn you, they aren't cheap. Atleast over $100 if not more. Not sure what makes them all special. It may be that they come with a ledger and have lines on them for 2 signatures. Not sure.

I will tell you that requiring the 2 signatures has been a life-saver. There are times where it is clearly an inconvenience but overall a really good system. Our bookkeeper/accountant always wrote out the checks for our bills and then I would pick them up and sign them. Our biggest issue came with dealing with certain contractors. Some preferred cash payments only. That's a little more legwork to accomplish. Plus you have to make sure to write receipts for the contractual work and have it submitted. That work has to be board approved and the amount approved as well before work even begins. If the amount changes, you may need another board vote to allow this.

I did have a problem with a past-president who took advantage of his "signature" power. VERY UNTRUSTWORTHY. After he was out of office, I immediately had his name permantly removed as a co-signer. That was the only time I had a problem with a signer.

Former HOA President