Is Assistant Secretary an officer

We are a small self-managed HOA, 48 single-family townhouse units in 4 buildings. The Developer turned over the corporation 20 years ago.

Last year the Board approved an Enforcement Procedure and Compliance Procedure Policy designed to bring us into compliance with 720.305 (http://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&Search_String=&URL=0700-0799/0720/Sections/0720.305.html). At the annual member meeting a new board was elected and volunteers were requested to serve on the Compliance Committee. I and two others, call them V1 and V2, volunteered.

At the special Organizational meeting a couple weeks later, the Board decided it needed an Assistant Secretary and assigned V1 to perform that function. At the time I still hadn't got up to speed with the Compliance Procedure and bylaws. Last month I volunteered to be the Chairman of the committee and started researching what would be required of us. The first thing that caught my eye was:

"The members of the Committee may not be officers, directors or employees of the Association."

This made me wonder whether Assistant Secretary fell into one of these categories, and I started studying the Articles of Incorporation and Bylaws to attempt to answer this, and found, in the Articles:

"The BOD shall elect a President, Vice President, Secretary-Treasurer, and as many Assistant Secretaries as the BOD shall determine. The President shall be elected from the membership of the Board, but no other officer need be a Director."

Hmmm, Assistant Secretary sounds like an officer to me, but to be sure, I went to the bylaws and found:

"Officers
The executive officers of the Association shall be a President, Vice President and Secretary-Treasurer, all of whom will be elected annually by the BOD. Any Director of the Association may also be an officer of the Association. The BOD may also appoint one or more Assistant Secretaries to act in the absence of the Secretary."

Since this paragraph seems to define the officers, I concluded that Assistant Secretary was indeed an officer and brought this up in the last open Board Meeting. None of the board members agreed that Assistant Secretary was an officer ("He's not a member of the Board and cannot vote, therefore not an officer"). I pointed out that the only officer required to have a vote on the Board was the President. They were still not convinced but they asked V1 if he would be willing to step down from the Committee and he agreed. A new committee member was appointed.

So the problem was dodged, but the doubt still remains: have I correctly interpreted the Articles and Bylaws?

Thanks Augustin, that seems clear. But the waters have been muddied.
The Director who was elected to be Secretary-Treasurer has refused to act as Secretary, citing the lack of time due to her being employed. This means that the Acting Secretary has been sending out meeting notices, taking minutes at meetings, and sending out minutes for the past two months.

It seems to me that the elected Secretary is now considered "absent" and the Assistant Secretary has assumed her duties, making him an officer. Would this be correct?

That sentence came from the Compliance Procedure Policy document, but it also appears in the Florida Statute 720.305 (2)(b):
" ... committee of at least three members appointed by the board who are not officers, directors, or employees of the association, or the spouse, parent, child, brother, or sister of an officer, director, or employee."

So I've now received two contradictory answers, which tells me that the bylaws are indeed ambiguous.

Didn't realize you were in Florida until after I posted. I will defer to other Florida folks who are most certainly more knowledgeable than I am on the intricacies of the unnecessarily convoluted Florida HOA laws.

Don't do that, I was hoping you would reply based on your responses in other threads I read while lurking.

OK, let me rephrase that:
I was hoping for a lot of replies regardless of source to allow me to make a better decision. How's that

Many bylaws permit board to appoint officers who aren't directors, often with the exception of the president. Our bylaws also permit us to create any "officers that we deem necessary" say, parlimentarian. But the officers who aren't directors may not vote.

It seems to me that this type of officer can serve both on the board and compliance committee if no one cares. After all, as a non-director officer, the person cannot vote. With ague, let's see if anyone takes them to court.

Based on this wording, “The only officers are the President, VP and Secretary-Treasurer,” it seems to me that the hyphen indicates a dual hatted Secretary-Treasurer, right? Three, not four officers?

Officers DO NOT vote at board meetings.
Officers simply make reports to the Board (provide information).
Officers also implement the decisions of the board.
Officers are responsible to have the day to day tasks of running the Association performed (either by doing those tasks themselves or over seeing contractors or employees who are delegated to perform those tasks).

Only Directors Vote

When Directors also serve as Officers, they are performing two jobs in the company. Each job has it's own responsibilities and tasks that must be performed. Unfortunately, it it common for many to not see that the positions are two separate and simply relate that the two positions, performed by the same individual, are the same.


Good.


In my opinion, based on what you provided, you did interpret your Bylaws correctly.

Sorry - Bob - you are correct - don't know where the ONLY came from ...

I would, then think you have ONLY three OFFICERS - a Pres, Vice Pres, and a dual-hatted Sec-Treasurer. Adding assistants does no make them Officers.