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JimA15 (Florida)
Posts: 13
Posted:
Our HOA is considering merging the secretary and treasurer position. we have person who is ideal. there is nothing in our bylaws that precludes this and i cannot find anything in florida law sect 720 that precludes it. we have a little pushback from our past secretary.
any advice?????
SheliaH (Indiana)
Posts: 6,964
Posted:
Why do they want to combine the two? As a former treasurer, I think it’s a terrible idea because there’s a lot for each position to address. Your former secretary probably knows that, so if you’re on the board, I suggest you and your colleagues listen to him or her (including the person you think would be "ideal"). You didn’t say if your community is self-managed or how big it is, or if you have a property manager. If you have a property manager, he or she should be doing the daily stuff and the treasurer provides oversight on the financial stuff.

Check your documents to see what the duties are – there could be some items that could be computerized to make things easier to handle or perhaps outsourced if you’re self-managed. For example, a bookkeeper can prepare the financial reports with the treasurer. If the secretary is also in charge of the community newsletter or website, putting that together can also be done by someone else. In any case, surely there are two people on the board who can handle the position. At least try it for a few months and see how it goes (and if you’re on the board, you may need to be one of them).

If it is not right do not do it; if it is not true do not say it. Marcus Aurelius
GeorgeS21 (Florida)
Posts: 3,808
Posted:
If you have a property manager, perhaps.

If not, I think it is a bad idea.
GenoS (Florida)
Posts: 4,276
Posted:
Quote:
Posted By JimA15 on 01/15/2020 2:19 PM
Our HOA is considering merging the secretary and treasurer position. we have person who is ideal. there is nothing in our bylaws that precludes this and i cannot find anything in florida law sect 720 that precludes it. we have a little pushback from our past secretary.
any advice?????

"The offices of Secretary and Treasurer may be combined."

That's straight out of our Bylaws. My understanding is that the offices of Treasurer and Secretary are frequently defined. FS 720 is silent which means FS 617, the general Corps. Not-For-Profit statute, holds. FS 617.0840(4) says, "The same individual may simultaneously hold more than one office in a corporation."

So if the reasons for having one person hold both offices outweigh the reasons not to, I think you should go ahead and do it. If problems develop the board can always separate the 2 offices by making someone else the Treasurer (or Secretary). Officers serve at the pleasure of the Board and can be replaced at any time, usually.

Evaluate the situation carefully and as objectively as you can. I would dismiss "but we've never done it that way before" complaints pretty quickly. Your Bylaws might address it, but otherwise it's lawful and it's not uncommon.
GenoS (Florida)
Posts: 4,276
Posted:
"... are frequently combined...", not 'defined'.
GeorgeS21 (Florida)
Posts: 3,808
Posted:
Yeah, but without a property manager, it does severs, bad things and no good things.

Bad
1. One person has full control of all documents
2. One person is responsible for all products
3. One person, if they do a bad job will probably do a bad job on both
4. One person carries the load for two, making them more indispensable
5. The accidental or anger induced loss of the one person makes it harder to reconstitute

A lot of other subtleties, but no good reason.
MelissaP1 (Alabama)
Posts: 13,836
Posted:
Read your Articles of Incorporation to find out if this can be done. Our documents state that President can NOT be the Secretary. Each other position has it's own caveat. Many assume the Vice-President assumes the President's role if the President steps down. That isn't accurate. It's own position with just holding meetings when President can't attend. So read up what each position is and does before deciding.

Former HOA President
NpS (Pennsylvania)
Posts: 4,216
Posted:
One question: What do you plan to do to mitigate the increased risk of fraud that the merger of positions will create?

There's no question that the risk goes up, no matter how trustworthy you think someone is. And in fact, it's that "trust without oversight and review by another set of eyes" that opens the door to fraud.


Sikubali jukumu. Read all posts at your own risk.
TimB4 (Tennessee)
Posts: 21,059
Posted:
Here is the reality of the question you ask.

If there are volunteers, then each office should be separate.
If there are not enough volunteers, then business must be conducted and you have individuals serve in multiple offices.

Heck, due to lack of volunteers or time availability of volunteers, I have served as Treasurer, Secretary, Newsletter Editor, Website Administrator and Maintenance officer at the same time.

A Board has to do what is best for the Association with the resources available to them.
JohnC46 (South Carolina)
Posts: 14,265
Posted:
I am VP & Treasurer of our HOA. Easy enough and no conflict.
ND (PA)
Posts: 792
Posted:
TimB4's advice is best so far in my opinion. Do what works best for your HOA, current Board, and Officers which is in line with what your docs permit.

Not sure if you're proposing a re-write of your docs/vy-laws to 'institutionalize' this, or just want to have one person serve both roles . . . not clear from what you posted. I'd suggest leaving docs alone, and if it's decided, just have the Board select a single individual to serve both Officer Roles . . . that way it can all be easily undone if current or future Board decides to handle differently in future.
GenoS (Florida)
Posts: 4,276
Posted:
Quote:
Posted By NpS on 01/15/2020 6:27 PM
One question: What do you plan to do to mitigate the increased risk of fraud that the merger of positions will create?

It's not possible to quantify that risk and, therefore, I think, worrying about it isn't very useful. Multiple people with eyes on the monthly financials is the best precaution against funny business.
JohnC46 (South Carolina)
Posts: 14,265
Posted:
I would not re-write any documents. Just combine positions until challenged.
NpS (Pennsylvania)
Posts: 4,216
Posted:
Quote:
Posted By GenoS on 01/16/2020 5:25 PM
Posted By NpS on 01/15/2020 6:27 PM
One question: What do you plan to do to mitigate the increased risk of fraud that the merger of positions will create?

It's not possible to quantify that risk and, therefore, I think, worrying about it isn't very useful. Multiple people with eyes on the monthly financials is the best precaution against funny business.

The ability to quantify risk should not be the criteria. Even though it's not possible to quantify the risk of allowing only one signature on checks, most HOAs require 2. Requiring 2 signatures won't stop many banks from cashing a one-signature check. But the "requirement" is a disincentive for "funny business."

If you have other BOD members who know how to read financials, great. But if the person who is responsible for both the records (secretary) and the finances treasurer) is the only one who understands the books and records, then there is reason to put some protections in place. Any fraud professional would tell you that the greatest risk is from the person you trust the most and least expect to be a problem.


Sikubali jukumu. Read all posts at your own risk.

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