President powers

Started by DeeC • 12 replies • 1577 views

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DeeC (Texas)
Posts: 3

Posted:

Iam a new president of a association and I d'd like info from other hoa's as to what the office entails. Does the other board members have the right to act on their own with conversation via e-mail on various subjects?

JosephW (Michigan)
Posts: 882

Posted:

Board members can talk or e-mail each other at any time. I don't think Texas has any open meeting requirements that would prohibit it. However, they can't take any actions or speak for the association. That is the job of the board and the President. Individual board members can take action or speak for the association if directed by the board, or the President to do so. A sample of this would be the Treasurer being directed to prepare and sign checks for payment of approved invoices. They can talk, they just can't do anything. Your documents should spell out the responsibilities of the President, officers and board members. If it doesn't, look to Texas corporate law.

Joe

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DeeC (Texas)
Posts: 3

Posted:

What about the instance of the vice president and treasurer making a decsioin to prohibit use of a park until the board meets. And doesnt any complaints from home owners need to be formal ie writing?

JosephW (Michigan)
Posts: 882

Posted:

Unless there is an emergency, I can't seee where they would have that authority. If there is an emergency that they believe should cause the park to be closed, then they should request, or the president should call, an emergency meeting of the board to ratify, or negate their actions. Otherwise, their action probably has no force. While complaints from owners should be in writing, unless your association has a formal policy requiring it, then complaints can be handled in any fashion. Once again, the powers given to your board members by your documents or state law will ultimately be what matters.

Joe

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SusanW1 (Michigan)
Posts: 5,202

Posted:

Prohibiting residents from using one of the assets of the association is a VERY important issue and a special Board meeting could have been called by the President to deal with it. No decision should have been made without a vote of the Board, and if it was an emergency, then an emergency meeting should have taken place.

Most interesting is that your officers acted without knowing procedures. Try to find some literature or guides that offer a look at Board roles and decision making. You may have to do some educating on proper Board behavior!

DeeC (Texas)
Posts: 3

Posted:

I want to say thank-you to all of you. This is a great avenue of communication.
i'm sure i will be back with more questions.

GloriaM (North Carolina)
Posts: 829

Posted:

Dee;

One of the most important duties a board has is to establish policies and procedures. If you are a new HOA then you will have to start from scratch. If you are an older HOA hopefully former boards have handed down their polices from board to board.

Any decision must come from the entire board during a duly called meeting. 2 board members cannot just talk either by email or standing in their driveway and implement a decision without the entire board being present. In fact most states will hold the board liable for decisions they make (one very strong reason to make sure you have D&O Insurance).

As a governing body of an organization the board has many duties to fulfill. Defining the boards mission for the HOA, adopting rules and regulations, overseeing the financial health of the HOA, oversee the hiring and firing of contractors and that is just the beginning.

As the President it would serve you well to put it on your next Agenda and discuss the topic of procedures. Good luck to you in your new role!

JackieT (Illinois)
Posts: 2

Posted:

Do you know if it is legal to take a vote of the board members via email? Our president does this all the time between meetings. She does this to expend funds and make other fiduciary decisions.

JackieT (Illinois)
Posts: 2

Posted:

Do you know if it is legal to take a vote of the board members via email? Our president does this all the time between meetings. She does this to expend funds and make other fiduciary decisions.

EllenS1 (Florida)
Posts: 1,148

Posted:

DeeC,

The most important thing you can do is to become very familiar with your covenants and other docs. Not exactly thrilling reading but important. A lot of uniformed folks think a president has a lot of power but no more than any other board officer. Your docs will state exactly what is expected of the president. The main thing is to chair and oversee meetings and follow up on what has been voted on by the board is carried out. Roberts Rules will be a lot of help. A few years ago we had a president who did not control the meetings and it ended up with no agenda and just a lot of chit chat with not much accomplished. He also thought since he was president he could act independently from the board. Thank goodness we now have smoothly run meetings and are getting things done.

Good luck!

GloriaM (North Carolina)
Posts: 829

Posted:

Jackie:

I am not sure about Il state laws, I would start there. Some states do allow for an "Action Without Meeting" which is a legal form that will entail the subject, the discussion and show the vote with signatures.

I am also not sure if there have been any legal proceedings on emails within an HOA for the purpose of conducting votes or decisions. I am not an attorney, but love to look at legal law notes of states especially in the appellate courts.

However if it is not expressly describe in your CCR's or state laws then if the board or MC properly printed, retained and recorded the email discussion then the court would probably see nothing wrong with it, is my assumption.

MaryA1 (Arizona)
Posts: 7,043

Posted:

Gloria,

Even if not "expressly" stated in the gov. docs. or state law doesn't necessarily mean it's allowed. AZ's HOA open meeting law states all meetings of the assn are to be noticed and open to the members (key word being "all"). A meeting is a quorum of the board meeting whether any action is taken or not. Email communications fall under "meeting" if a quorum of the board is party to the email -- whether it's to gather information or make a decision. So, even though "email communications" are not explicitly addressed in the open meeting law if a board were to "meet" this way they would definitely be in violation of the law.

GloriaM (North Carolina)
Posts: 829

Posted:

Mary:

You just stated that Arizona HOA open Meeting law stated....

Then you cannot! There are only a few states in our USA that have "real" HOA laws, many states are lagging behind in getting anything that represents a Planned Community Act. California has the Davis-Sterling Act, AZ is real strong in their laws, NJ & NY and Florida are also very stringent in their statutes. NC has the NCPCA; our technology has quickened so much in the last 10 years that our laws are slow to follow.

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