WilliamW14 (California)
Posts: 13
Posts: 13
Posted:
Is it legal for the President of a H.O.A. to do the secretary position and what kind of legal trouble can
the association have?
the association have?
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secretary's position
Started by WilliamW14 • 24 replies • 491 views
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WendyM5 (North Carolina)
Posts: 1,522
Posts: 1,522
Posted:
well if the secretary isn't doing their job like writint minutes, someone has to step up and do it.
I've been in organizations where secretary writes terrible minues and the president has to fix them.
Not sure why that would be a legal issue. It's not like the president is voting for the secretary.
I've been in organizations where secretary writes terrible minues and the president has to fix them.
Not sure why that would be a legal issue. It's not like the president is voting for the secretary.
vis ta vie
WilliamW14 (California)
Posts: 13
Posts: 13
Posted:
The secretary position is open, nobody ran for the position
WilliamW14 (California)
Posts: 13
Posts: 13
Posted:
The secretary position is open, nobody ran for the position
WendyM5 (North Carolina)
Posts: 1,522
Posts: 1,522
Posted:
well the board is required to have meetings so not sure what you expect?
someone has to do the secretary's job. maybe you should volunteer if you feel the president shouldnt' do it?
someone has to do the secretary's job. maybe you should volunteer if you feel the president shouldnt' do it?
vis ta vie
JohnT38 (South Carolina)
Posts: 1,631
Posts: 1,631
Posted:
Quote:
Posted By WendyM5 on 01/16/2023 4:29 PM
well the board is required to have meetings so not sure what you expect?
someone has to do the secretary's job. maybe you should volunteer if you feel the president shouldnt' do it?
well the board is required to have meetings so not sure what you expect?
someone has to do the secretary's job. maybe you should volunteer if you feel the president shouldnt' do it?
Chill out Wendy and knock off the condescending tone. The person was just asking if there is any law that prevents having a duel roll like this when you are the president.
William, our governing documents specifically stated that the president and treasurer positions could not be combined but there was no limitation for the secretary position.
MelissaP1 (Alabama)
Posts: 13,836
Posts: 13,836
Posted:
Usually the only stipulation for Secretary is the President can not act as one. Makes it a bit sticky when comes to her takes the meeting notes. Otherwise other office positions can fill in. Supposed to be elected from amongst the board anyways.
Former HOA President
WilliamW14 (California)
Posts: 13
Posts: 13
Posted:
Thanks for the info
KerryL1 (California)
Posts: 14,550
Posts: 14,550
Posted:
Read your governing documents as JohnT suggests, William. Your bylaws are the place to look which state the duties of officers. Your (CA) bylaws do state that two officers must sign reserves checks so that's often why the treasurer and president aren't the same person.
but CA HOA lawyers at Davis-stirling.com. Index, Officer, state, "... any number of offices may be held by the same person unless the articles or bylaws provide otherwise. (Corp. Code §7213(a).) Accordingly, one director may hold multiple offices, such as President-Secretary, Secretary-Treasurer or Vice President-Treasurer, etc....Boards should check their governing documents to see if there are restrictions on directors holding multiple offices."
Are you on the Board? It's the Board that elects officers, not owners. But if no director volunteers be "secretary" and write meeting minutes, the president can if not restricted by the bylaws. The entire board still must vote to approve the minutes at the next meetings. The president signs them.
Meeting minutes are required by law and are the official record of your HOA. What CAN get your HOA in trouble is if some meetings are missing board-approved minutes. A friendly owners might volunteer to write minutes. The board even could appoint him as "assistant sec'y" if your bylaws permit the Board to create officer positions.
It's possible that no one wants to be secretary because they think that minutes must be long and detailed. But that's wrong. See Davis-stirling.com for sample minutes.
but CA HOA lawyers at Davis-stirling.com. Index, Officer, state, "... any number of offices may be held by the same person unless the articles or bylaws provide otherwise. (Corp. Code §7213(a).) Accordingly, one director may hold multiple offices, such as President-Secretary, Secretary-Treasurer or Vice President-Treasurer, etc....Boards should check their governing documents to see if there are restrictions on directors holding multiple offices."
Are you on the Board? It's the Board that elects officers, not owners. But if no director volunteers be "secretary" and write meeting minutes, the president can if not restricted by the bylaws. The entire board still must vote to approve the minutes at the next meetings. The president signs them.
Meeting minutes are required by law and are the official record of your HOA. What CAN get your HOA in trouble is if some meetings are missing board-approved minutes. A friendly owners might volunteer to write minutes. The board even could appoint him as "assistant sec'y" if your bylaws permit the Board to create officer positions.
It's possible that no one wants to be secretary because they think that minutes must be long and detailed. But that's wrong. See Davis-stirling.com for sample minutes.
MaxB4
Posts: 3,513
Posts: 3,513
Posted:
Within the associations I manage, the majority will state that the president can't fill a dual role as secretary.
JohnC46 (South Carolina)
Posts: 14,265
Posts: 14,265
Posted:
Quote:
Posted By MaxB4 on 01/16/2023 8:12 PM
Within the associations I manage, the majority will state that the president can't fill a dual role as secretary.
Within the associations I manage, the majority will state that the president can't fill a dual role as secretary.
This is how I understand it.
SheliaH (Indiana)
Posts: 6,964
Posts: 6,964
Posted:
What Kerri said. Your documents may say if the board chooses officers from among themselves or if the homeowners vote for certain people to be on the board as president, vice-president, etc. Some HOAs have had their property managers write the minutes, but I think that should be done only in emergencies. If you're on the board, you and your colleagues need to man up (or woman up) and either appoint someone or rotate the position every month.
There are resources all over the internet on writing good minutes - hell, if you have a program like Word on your computer, it has templates you can use. All of you can vote on a certain template and then the acting secretary can read articles on how to write them effectively and then do it. As others have noted, the minutes aren't supposed to be a note-for-note recap of who said what - they should state:
who was and wasn't there, and if there was a quorum (if not, no official decisions can be made - go home and reschedule)
the date, time the meeting started and finished
treasurer's report
committee reports
resident forum (if applicable)
summary of all agenda items discussed and related motions, such as: the board reviewed and discussed RFPs from landscapers. Of the five RFPs received, two were selected for further review. The board then passed a motion directing the property manager to contact those companies for additional information.
New business
date and time of the next meeting
Some people also add action items that list which board member will do what and report on it for the next meeting. The property manager should already be writing notes as to what he or she should do by the next meeting - that will be part of the management report which is usually the heart of the agenda anyway.
There are also conversations on this website about effective meetings and preparing minutes - read a few, take some notes and then bring them to your meeting to see what could be adapted for your community. Have fun!
There are resources all over the internet on writing good minutes - hell, if you have a program like Word on your computer, it has templates you can use. All of you can vote on a certain template and then the acting secretary can read articles on how to write them effectively and then do it. As others have noted, the minutes aren't supposed to be a note-for-note recap of who said what - they should state:
who was and wasn't there, and if there was a quorum (if not, no official decisions can be made - go home and reschedule)
the date, time the meeting started and finished
treasurer's report
committee reports
resident forum (if applicable)
summary of all agenda items discussed and related motions, such as: the board reviewed and discussed RFPs from landscapers. Of the five RFPs received, two were selected for further review. The board then passed a motion directing the property manager to contact those companies for additional information.
New business
date and time of the next meeting
Some people also add action items that list which board member will do what and report on it for the next meeting. The property manager should already be writing notes as to what he or she should do by the next meeting - that will be part of the management report which is usually the heart of the agenda anyway.
There are also conversations on this website about effective meetings and preparing minutes - read a few, take some notes and then bring them to your meeting to see what could be adapted for your community. Have fun!
If it is not right do not do it; if it is not true do not say it. Marcus Aurelius
SheliaH (Indiana)
Posts: 6,964
Posts: 6,964
Posted:
Forgot to mention some documents allow non-board members to serve as officers - if you can't find anyone, and your documents allow it, consider appointing a homeowner (preferably one not related to anyone on the board) to serve as secretary. That may even be better - that secretary can focus on writing complete and accurate minutes where everyone else discusses and votes on agenda items.
If it is not right do not do it; if it is not true do not say it. Marcus Aurelius
KerryL1 (California)
Posts: 14,550
Posts: 14,550
Posted:
As in my way above, check your Bylaws. In my HOA's Bylaws, neither the sec'y or treasurer may also be president. Our minutes template have places for both the secretary's & president's signatures. But I think it was designed by our MC.
MaxB4
Posts: 3,513
Posts: 3,513
Posted:
Quote:
Posted By SheliaH on 01/17/2023 8:20 AM
What Kerri said. Your documents may say if the board chooses officers from among themselves or if the homeowners vote for certain people to be on the board as president, vice-president, etc. Some HOAs have had their property managers write the minutes, but I think that should be done only in emergencies. If you're on the board, you and your colleagues need to man up (or woman up) and either appoint someone or rotate the position every month.
There are resources all over the internet on writing good minutes - hell, if you have a program like Word on your computer, it has templates you can use. All of you can vote on a certain template and then the acting secretary can read articles on how to write them effectively and then do it. As others have noted, the minutes aren't supposed to be a note-for-note recap of who said what - they should state:
who was and wasn't there, and if there was a quorum (if not, no official decisions can be made - go home and reschedule)
the date, time the meeting started and finished
treasurer's report
committee reports
resident forum (if applicable)
summary of all agenda items discussed and related motions, such as: the board reviewed and discussed RFPs from landscapers. Of the five RFPs received, two were selected for further review. The board then passed a motion directing the property manager to contact those companies for additional information.
New business
date and time of the next meeting
Some people also add action items that list which board member will do what and report on it for the next meeting. The property manager should already be writing notes as to what he or she should do by the next meeting - that will be part of the management report which is usually the heart of the agenda anyway.
There are also conversations on this website about effective meetings and preparing minutes - read a few, take some notes and then bring them to your meeting to see what could be adapted for your community. Have fun!
What Kerri said. Your documents may say if the board chooses officers from among themselves or if the homeowners vote for certain people to be on the board as president, vice-president, etc. Some HOAs have had their property managers write the minutes, but I think that should be done only in emergencies. If you're on the board, you and your colleagues need to man up (or woman up) and either appoint someone or rotate the position every month.
There are resources all over the internet on writing good minutes - hell, if you have a program like Word on your computer, it has templates you can use. All of you can vote on a certain template and then the acting secretary can read articles on how to write them effectively and then do it. As others have noted, the minutes aren't supposed to be a note-for-note recap of who said what - they should state:
who was and wasn't there, and if there was a quorum (if not, no official decisions can be made - go home and reschedule)
the date, time the meeting started and finished
treasurer's report
committee reports
resident forum (if applicable)
summary of all agenda items discussed and related motions, such as: the board reviewed and discussed RFPs from landscapers. Of the five RFPs received, two were selected for further review. The board then passed a motion directing the property manager to contact those companies for additional information.
New business
date and time of the next meeting
Some people also add action items that list which board member will do what and report on it for the next meeting. The property manager should already be writing notes as to what he or she should do by the next meeting - that will be part of the management report which is usually the heart of the agenda anyway.
There are also conversations on this website about effective meetings and preparing minutes - read a few, take some notes and then bring them to your meeting to see what could be adapted for your community. Have fun!
The question was, can the president also be secretary, not was the role was.
CathyA3 (Ohio)
Posts: 6,299
Posts: 6,299
Posted:
If the secretary also serves as the VP, there can be issues since one of the VP's tasks may be acting in place of the president when the president can't or won't perform his duties. If one person fills both positions, you won't have the backup. And there may be problems if you concentrate power this way, although this will depend in part on the individual's personality. Some folks just aren't power hungry.
The real problems arise when the president also serves as the treasurer. Allowing a single person to sign contracts, sign checks, and produce financial statements makes embezzlement much easier. An auditor would squawk about this.
The real problems arise when the president also serves as the treasurer. Allowing a single person to sign contracts, sign checks, and produce financial statements makes embezzlement much easier. An auditor would squawk about this.
KerryL1 (California)
Posts: 14,550
Posts: 14,550
Posted:
So, there you have it, William. CA Corp. Code, 7213 is cited in my 1st post. You must see what your bylaws (or remote possibility, your Articles) state on this topic. If no restrictions on any two offices being held by the same person, your board should discuss & consider the possible problems if, say the secretary and president are the same person as set out in the good responses here.
btw, I was in a work situation for several years where the governing body's members took turns writing the meeting minutes. As chair of the meetings, I still had to take my turn -- about every 14 months. I found if very difficult to preside along side a very active, vocal, creative group of about 14 members, and write accurate minutes too.
btw, I was in a work situation for several years where the governing body's members took turns writing the meeting minutes. As chair of the meetings, I still had to take my turn -- about every 14 months. I found if very difficult to preside along side a very active, vocal, creative group of about 14 members, and write accurate minutes too.
LayaS (Nebraska)
Posts: 249
Posts: 249
Posted:
Quote:
Posted By KerryL1 on 01/17/2023 12:46 PM
So, there you have it, William. CA Corp. Code, 7213 is cited in my 1st post. You must see what your bylaws (or remote possibility, your Articles) state on this topic. If no restrictions on any two offices being held by the same person, your board should discuss & consider the possible problems if, say the secretary and president are the same person as set out in the good responses here.
btw, I was in a work situation for several years where the governing body's members took turns writing the meeting minutes. As chair of the meetings, I still had to take my turn -- about every 14 months. I found if very difficult to preside along side a very active, vocal, creative group of about 14 members, and write accurate minutes too.
So, there you have it, William. CA Corp. Code, 7213 is cited in my 1st post. You must see what your bylaws (or remote possibility, your Articles) state on this topic. If no restrictions on any two offices being held by the same person, your board should discuss & consider the possible problems if, say the secretary and president are the same person as set out in the good responses here.
btw, I was in a work situation for several years where the governing body's members took turns writing the meeting minutes. As chair of the meetings, I still had to take my turn -- about every 14 months. I found if very difficult to preside along side a very active, vocal, creative group of about 14 members, and write accurate minutes too.
It is a challenge to chair a meeting and take minutes at the same time. Legal or not sometimes you just have to do what is necessary to have someone take the minutes.
While I think it is important to follow the laws of your state and try to follow your governing docs, there is no HOA police knocking on your door when the laws are not followed to a T. I don't think it's possible to be 100% legal at all times. Sometimes you just have to get things done.
MelissaP1 (Alabama)
Posts: 13,836
Posts: 13,836
Posted:
Laya the problem is the future. If someone decides to sue the HOA in the future for whatever reason, those notes may come into legal play. A lawyer may say those notes are not official because not properly taken etc. They may not be considered valid
What is good today may not be tomorrow...
What is good today may not be tomorrow...
Former HOA President
LayaS (Nebraska)
Posts: 249
Posts: 249
Posted:
Quote:
Posted By MelissaP1 on 01/17/2023 5:59 PM
Laya the problem is the future. If someone decides to sue the HOA in the future for whatever reason, those notes may come into legal play. A lawyer may say those notes are not official because not properly taken etc. They may not be considered valid
What is good today may not be tomorrow...
Laya the problem is the future. If someone decides to sue the HOA in the future for whatever reason, those notes may come into legal play. A lawyer may say those notes are not official because not properly taken etc. They may not be considered valid
What is good today may not be tomorrow...
Point taken but the chances of that happening are pretty slim that minutes taken by the president would have much of an impact on a lawsuit. The content is what is important not the person taking them. I am speculating that it's only until a secretary can be appointed or someone else is willing to do them.
MaxB4
Posts: 3,513
Posts: 3,513
Posted:
Quote:
Posted By MelissaP1 on 01/17/2023 5:59 PM
Laya the problem is the future. If someone decides to sue the HOA in the future for whatever reason, those notes may come into legal play. A lawyer may say those notes are not official because not properly taken etc. They may not be considered valid
What is good today may not be tomorrow...
Laya the problem is the future. If someone decides to sue the HOA in the future for whatever reason, those notes may come into legal play. A lawyer may say those notes are not official because not properly taken etc. They may not be considered valid
What is good today may not be tomorrow...
What do you mean if not properly taken? What if the manager is taking the minutes? Kerry can speak more about this as she was the Secretary of her association, but the manager always took the minutes.
MelissaP1 (Alabama)
Posts: 13,836
Posts: 13,836
Posted:
The manager is not a HOA member...
Former HOA President
MaxB4
Posts: 3,513
Posts: 3,513
Posted:
And if the Board delegated the responsibility to a manager. I have been doing it for 14 years.
KerryL1 (California)
Posts: 14,550
Posts: 14,550
Posted:
In many HOAs with community managers, writing the minutes is part of the contract. As sec'y, I reviewed the draft minutes for typos, etc., as does the current sec'y.
But only the board may approve the minutes with its vote. Minutes approved by the Board are the official minutes of the assn. No one is going to jail if they penned them. Only the approval matters.
But only the board may approve the minutes with its vote. Minutes approved by the Board are the official minutes of the assn. No one is going to jail if they penned them. Only the approval matters.
LayaS (Nebraska)
Posts: 249
Posts: 249
Posted:
Quote:
Posted By KerryL1 on 01/17/2023 10:04 PM
In many HOAs with community managers, writing the minutes is part of the contract. As sec'y, I reviewed the draft minutes for typos, etc., as does the current sec'y.
But only the board may approve the minutes with its vote. Minutes approved by the Board are the official minutes of the assn. No one is going to jail if they penned them. Only the approval matters.
In many HOAs with community managers, writing the minutes is part of the contract. As sec'y, I reviewed the draft minutes for typos, etc., as does the current sec'y.
But only the board may approve the minutes with its vote. Minutes approved by the Board are the official minutes of the assn. No one is going to jail if they penned them. Only the approval matters.
Thanks for adding the process of approval. In my previous HOA, the number of board members fluctuated. It was a small community and the number of members willing to step up and serve was quite limited. This made it impractical to follow the bylaws to exact parameters. Not to mention that the bylaws required 8 board members. They were written in the 70's. They must have thought that members would be eager to serve. HA! That sure was a miscalculation not to mention an even number doesn't make any sense. So my point is, the Board has to deal with the day-to-day matters of the HOA even if the bylaws are not followed to the letter. I am speaking of a small, self-managed HOA.
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