Fl HOA Board President authority

Started by IslamM • 15 replies • 1372 views

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IslamM (Florida)
Posts: 67

Posted:

We have a new Board that promised they would replace the lawn maintenance company that destroyed our grass and landscaping. Now like most of the governments the President decided to give them a chance. It's been about 3 years, maybe they are cheap but hurting appearance property value. The Board is formed with five officers, three have requested the replacement but the President states he has full powers and will keep them. Any suggestions in this issue? Oh and of course the management company agrees with the President.?

TimB4 (Tennessee)
Posts: 21,059

Posted:

The President only has what authority the governing documents provide or the Board authorizes.
President of an HOA is NOT the same as a CEO or President of other companies.

In my Association, the only authority the President has are: Set the agenda and call meetings of the Board or general membership.
Duties the President are: See that decisions of the Board are implemented, Preside over meetings, cosign checks, sign contracts

That's it, and from what I understand, that is typical for most Assocaitions.

Has anyone read the contract of the Landscape company? It's possible that you can't simply get rid of the company until the end of the contract or with specific notice.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Islam

All that has to happen is one BOD Member make a Motion to interview other landscaping companies. Another BOD Member 2nds the Motion and then the BOD votes on it. According to you it will pass 3 to 2.

Once a new company is selected the same thing happens. A motion is made to fire or not renew the contract of the old company and to hire the new company. Another BOD Members 2nds the Motion and the BOD votes. It should pass 3 to 2.

KerryL1 (California)
Posts: 14,550

Posted:

Are you on the Board, Islam?

Tim's summary of the president's duties is the same as ours in our Bylaws. The Board IS the boss, not the president. The Board governs, not the president.

So....John is correct, Board members just need to make motions and vote. The majority rules.

the only problem would be if there's something in the contract that prevents the Board from firing them.

TimB4 (Tennessee)
Posts: 21,059

Posted:

By the way, the way to argue the point with the individual is to simply say something along the lines of:

You may be right. Lets check the Bylaws and see what authority the President has.
Then open up your copy of the Bylaws.

The follow-up would be, can you show me where the Board granted you this authority (minutes, resolution, etc.)?

RichardP13 (California)
Posts: 3,868

Posted:

Below is the section of the Bylaws of a rather large HOA in following in regards to the duties of the officer withing their association. As you can see it can be left to some interpretation.

*************************************************************************************************************************************************************
Section 4. Powers and Duties. The officers of the Community Association shall each have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as may from time to time, specifically be conferred or imposed by the Board of Directors. The President shall be the chief executive officer of the Community Association. The Treasurer shall have primary responsibility for the preparation of the budget as provided for in the Declaration and may delegate all or part of the preparation and notification duties to a finance committee, management agent, or both.

*************************************************************************************************************************************************************

Now yours may have different language. The other problem is apparently you have a management company, which then changes the responsibility of each of the officers as generally the management company is handling the day-to-day affairs of the association.

How long has this individual been president? Do you elect officers each year? IF you have a majority, why not shake things up and install the people who will make the changes you may have gotten on, or, doesn't anyone want to take the reins and be president?

Does each individual know how HOA's are supposed to be run. What roles if self-managed and what roles if a MC is involved.

IF, the three of you don't believe the landscaping company is doing what is in the best interest of the association, the fault may lie with the three individuals who did not make the change.

Review their contract, have an attorney review the contract. You should have that power and authority.

KerryL1 (California)
Posts: 14,550

Posted:

IMO, Richard, it's better to go to the relevant source that discusses the president's authority. I think this is the correct CA Corporations Code:
§7213. Corporate Officers. "The president...is the general manager and chief executive officer of the corporation, unless otherwise provided in the articles or bylaws."

So we turn to our Bylaws, which do, in fact, provide otherwise, and which I'll only excerpt as the pdf file won't let me copy only that section: :
The president’s role is “subject to the control of the Board.” The president might be permitted to have other powers and duties, but only as “prescribed by the Board.” Supervision, direction, etc., of staff, etc., has been delegated per our CC&Rs & Bylaws to our full-time, onsite PM.

Now, a Board that has Bylaws like ours COULD give the president a lot of power but I think that's irresponsible. In HOAs without a Property Mgr., the president, of course, has more day-today responsibilities as do the secretary & treasurer.

For you Islam, you should review the FL corporations codes assuming you're incorporated.

RichardP13 (California)
Posts: 3,868

Posted:

So exactly how is CA Corporation Code relevant to Florida? At least I pull the section from one Florida HOA.

KerryL1 (California)
Posts: 14,550

Posted:

You did not inform us, Richard, that your citation was from FL. More relevant than one HOA's bylaws (no matter how big) would be FL corporations code, which I did suggest to Islam that he review. He hold also review his own bylaws.

MarkM31 (Washington)
Posts: 494

Posted:

Might be time to axe the President.

IslamM (Florida)
Posts: 67

Posted:

The axe sound good! But I found the by laws and reads: The President shall be the principal Office of the corporation and, subject to the control of the Board of Directors! So hopefully we can limit his authority. Thanks!

IslamM (Florida)
Posts: 67

Posted:

KerryL1

Thanks for your guidance your message helped very much. Thank you!

IslamM (Florida)
Posts: 67

Posted:

To all thank you, you are all wonderful people willing to share support and advise. I found the by-laws and really most of you were right he did not have the authority. I will try to keep you all informed. I am really grateful to have found you all.

SheliaH (Indiana)
Posts: 6,964

Posted:

The president isn't God, so "full powers" don't mean anything - he/she is only limited to whatever authority is listed in your documents. There are five people on your board, so if the other 4 don't want the lawn care company, they should vote accordingly and the president would be outvoted (he only has one). The management company can only do what the entire board directs it to do, so they can agree if they want to - but in the end, they'll have to find another company if that's what the board votes for.

What is your question - since you didn't really ask one? If it's "what should the board do?" and you're on the board, you have your answer. If you're not on the board, but are concerned the president is acting like a dictator, you should speak up and ask the rest of the board what it thinks. They in turn will have to decide if they want to keep this person as president (assuming your documents give the board the authority to appoint officers from among themselves). Still not happy with the performance of the president and/or board? Rally your neighbors and organize a special homeowners meeting according to your documents' rules and discuss a recall.

If it is not right do not do it; if it is not true do not say it. Marcus Aurelius

TimB4 (Tennessee)
Posts: 21,059

Posted:

Quote:

Posted By SheliaH on 02/27/2017 9:24 AM

Still not happy with the performance of the president and/or board? Rally your neighbors and organize a special homeowners meeting according to your documents' rules and discuss a recall.

Actually, a board vote is all that is needed to remove the individual from the office (they would still be a Director).
However, someone will need to be willing to take on the role of President (and the VP necessarily want the role of President).

On a side note, which I mentioned earlier and never got a response, has the contract been reviewed?

There may be certain requirements that the company is given an opportunity to address the issues given.
There may be certain notification requirements before the contract can be terminated.

Additionally, which others have eluded to but not asked, has anyone proposed (or actually written a scope of work statement) to solicit bids for a new company?

If none of these things have been done, they need to be done first.

KerryL1 (California)
Posts: 14,550

Posted:

Glad we can help, Islam. Did you say you're on the Board? Whether or not you are, as you can see, the prez has only as much power as the Board permits. And I believe all bylaws f give Boards the option to ax the prez, which is what I think you should do given what a bully he is. He also either is ignorant, by saying he has total power, OR he's lying. Both are bad tendencies. Vote him out of office unless you see him beaming a team player.

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