Difference between Board of Directors & Officers of the Association

Let me start by establishing some Facts:

We are a very small Non-profit HOA in Florida - Only 24 Units in 6 Buildings of Townhomes.

The Articles of Incorporation:

Article IV specifically creates a Board of Directors with 3 Members
This Article requires the Membership of the Association to elect the Members of the Board of Directors.
It also allows for the people elected to the Board of Directors not be members of the Association.

Article VII - defines specific Powers & Duties for the Board of Directors

Article VIII - Specifically creates the Officers of the Association & enumerates their specific Duties.

It requires four specific Officers of the Association to be elected by the Board of Directors established in Article V.

1. President - Must be a Member of the Board of Directors
2. Vice-President - Must be a Members of the Board Directors
3. Treasurer
4. Secretary

The same person may serve as Treasurer & Secratary.

It also proivides the Board of Directors with the authority to create other Special Officers as needed.

We have created an Operating Officer.

Immediately after the Annual Meeting of the Membership, The Board of Directors has its Annual meeting.

I am a Member of the Associaiton.
I am elected to the Board of Directors.
I am elected by the Board of Directors so hold the Offices of:
Treasurer, Secretary, and Operating Officer.

The Board of Directors is explictly empowered to hire a Manager but we do NOT - I serve that function as the Operating Officer.
Each year at the Board of Directors Meeting, we vest the Power to manage the affairs of the Association in the Operating Officer.

We usually only have the one annual Membership meeting each year.
We only have the one Board of Directors meeting each year.

As Operating Officer - I basically run the Association.
The President co-signs all checks.
The Vice-President does not really do anything unless the President or I are out of town.

All three Members of the Board of Directors also serve as Officers of the Association.

Clearly the Articles of Incorporation creates two seperate entities.
1. The Board of Directors
2. The Officers of the Association

Only the Offices of President & Vice-President must be held by Members of the Board of Directors.

Now here is the question.

If I meet with the President of the Association as the Operating Officer of the Association & we engage in our respective Duties as Officers of the Association are we in fact having a meeting of the Board of Directors?

The Role of the Board of Directors appears to me to be defined as being a seperate thing from the Role of the Officers of The Association.
But Florida Law appears to state that if a quorum of the Board meets and does business that qualifies as meeting of the Board of Directors that should be notified to the membership.

I am contending that if the President & Operating Officer meet and perform our function as Officers, then we are not performing our functions as Directors and therefore it is NOT a meeting of the Board of Directors even though we are both on the Board & we are doing Associaiton Business. Good luck - any thoughts are welcome!!!!

Thanks,

Kevin

Kevin - If you were not elected to the Board of Directors would you serve as Treasurer, Secretary, and Operating Officer? Yes, or no? More importantly, did the Board appoint you to the role of Operating Officer, Treasurer, and Secretary before you became a Board of Director? Yes or no? You see where I'm going with this? Perception is everything, for one. And I don't see how you can split hairs and say that you met with the President as an Officer and not as an elected Board member, of which you are. The most important fact is that you state you are doing Association Business, and I'd imagine something would need to come out of that meeting that would require a vote of the Board. Technically you may or may not have violated anything and I'm interested in what everyone else has to say, especially DonnaS who I believe is an expert in Florida law. However, it seems to me there is a concentration of power and responsibility in the dual positions. Perhaps that concentration is a result of unwilling owners to take on the necessary responsibilities, and not because you and your fellow Board members want it that way. Even if your meeting wasn't technically a Board meeting, why wouldn't you want to cover yourself and notify the membership, even after the fact (promptly), say in a newsletter, or general mailing of the business discussed. I'm sure that's the way you would want to be respected if you were not on the Board or acting on everyone's behalf. : )

Thaks for the Reponse!!!

Let me attempt to clarify.

The Board of Directors is elected by the Membership.
Each year one Director is elected to serve a Three year term because each year one Member of the Board has completed his three year term of Office.
Obviously our 3 Directors serve staggered terms of service on the Board of Directors.
I am currently serving in the first year of my Fourth elected term.
In other words, I have been a Director for 10 Years.

However, Officers are Elected by the Board of Directors.
The term of Office for all Officers is ONLY 1 year.

Each year the Membership elects (or re-elects) one person to the Board of Directors.

Then, immediately after the Annual Meeting of the Memberhsip, The Directors hold the Annual Board of Directors meeting.
The Board of Directors then elects the Officers of the Association for the upcomming year.
We elect a President each year.
We elect a Vice president each year.
And finally, I am elected to be Treasurer\Secretary\ and Operating Officer each year.

The Articles of Incorporation currently require that the President & Vice President serve on the Board of Directors. (i.e. they must be Directors before they can serve in one of these Offices of the Association.)

Theoretically the other officers do not have to be Directors.

I have a very responsive membership with only one trouble maker.

I am simply trying to determine if my one & only Member who is a trouble maker wants to talk to the President & the Operating Officer at the same time to make some frivoulous complaint about some inane issue like "the emails from the Operating Officer are too long", do I have to put out a notice to the entire membership that we are going to have a Meeting of the Board of Directors?

I say we do not.

If the President & I are in the same room & one of us mentions the word "Association" did we just engage in a meetiing of the Board of Directors? If we did, then under Florida law we should have notified the membership!
Fla. 720.303

I contend that this would be crippling to the Association's ability to do normal operations!

If the duties of an Officer are specifically enumerated and defined as something different from the duties of a Director, is it not logical to assume that when an Officer performs his duty as an Officer - he is NOT performing the Duties of a Director, even if he serves the Association in both capacities?

Or - stated yet another way - If we are performing the duties of an Officer - we can NOT be performing the duties of a Director & therefore we are not having a meeting of the Board of Directors.

Let me provide another example.

The Operating Officer walks into a room & says, "Mr. President, will you please sign this check for the Landscaper." The President then says, "Yes I will" and he then signs the check.

Did they just engage in a Meeting of the Board of Directors just because they both happen to also serve as Directors?

Again, I say tyhey did not.

If they did then the Secretary is required under Florida law to notify the Membership of a meeting of the Board of Directors every time this happens! Again Fla 720.303

There has to be a rational explanation to answer this.

Thanks to all who respond!

Kevin

the hat you wear - is the excellent point I was refferring to - sorry, I am new to this forum posting thing!

Gee . . . that nixes the bowling team!

WHEN THE MEMBERS OF THE BOARD meet to conduct BUSINESS . . . . That is the criteria.

Just because Board members are in the same room, does NOT constitute a MEETING. It has to be for the PURPOSE of conducting business!!!

Donna, Susan..

i tend to agree with points you make... listening to someone complain is not conducting business. ANd simply being in the same room is not conducting business. The example the OP used is interesting: if I carried a check in for signing, is that conducting business? It sure seems like it, since signing checks is absolutely the business of the board.

But there were no decisions made, no voting, and it would be nearly impossible to do things "legally" if such a strict interpretation were made. If the President called the treasurer and said "Hey, was that a 1 or a 9 on the report you gave me last night?", it could be a meeting....

I wonder how Florida defines "conducting business".. i couldn't find it in the statutes.

well robert, we might be splitting hairs, but under florida law, yes, if two members of a three man board meet and sign a check, it's a meeting. So to answer this OP's question, yes, those are meetings they are having, and need to be worked into announcements somehow.

I suggest simply setting a time at the end of each normal board meeting for "conducting business", and have all the checks signed for the month/week, etc. done then. It becomes part of your standing agenda, goes out on the notices, and fades into the background.

Or, have one member sign the check, take it to the other member, EXIT THE AREA, and then let the other sign it. Delivery of paper is not conducting business of the association, and nothing was actually done or conducted in the presence of a quorum. Each signed while alone.

as for trusting a judge to use common sense?

never ever.

Not after hearing one say, in open court "I don't care what the law is, in my court, we do things this way."

If a judge isn't bound by the law, why should we trust that they will use that law and common sense to rule in our favor?

Susan,
I like your style and humor.

Now if the Board in this case when two members sign the check in the same room, that consititutes an illegal meeting. If it is an illegal meeting what does the bank do with those bad checks that were signed?
The check are not valid if the meeting was illegal, and you can expand on this.

I agree with you. Suppose you have the Board over for cocktail and Lobster and Beuluga caviar, with fresh Hog caught Truffles. The president of the Board says, do not mention Board Business, I want to enjoy dinner. What then.

I thinki you ought to get a law made tha unless you don't have enought for a Bowling Team, the whole thing is illegal