Who Runs the Show?
Board Members should embrace their respective Board positions.
Overview
Board Members are the elected Directors and Officers of the corporation, responsible for Association governance, overseeing the Association’s operations, and enforcing the Association’s governing documents. Too often, the perception is that these fiduciary duties have been delegated to management, which is not healthy for the Association, its members, or management. Board Members should embrace their Board positions and execute on the position’s respective duties and obligations, whether it be President, Vice President, Treasurer, Secretary or Member at Large.
Below is an overview of each Board Member position, including roles and responsibilities. As you review the description of each position, I encourage Board Members to analyze their current Director and Officer structure and reflect on whether personal and professional skills sets are best aligned with each position.
▪ President
The President of the Association is responsible for setting the Board Meeting agenda and presiding over Board Meetings. The President should take the lead at Board Meetings, calling the meeting to order, calling for votes on agenda action items, and keeping the agenda moving forward in an efficient and effective manner.
An Association best practice that is often overlooked is the President’s role as liaison between Management and the Board. Without the President serving this liaison role, management often receives numerous directives from multiple Board Members, leading to confusion and frustration for all involved. This liaison role streamlines communication for more effective and efficient results.
The President has the authority to unilaterally call for a meeting of the Board. In the absence of the President, or if the President is unwilling to call for a meeting, any two Board Members may also call for a meeting of the Board. The President has the same voting power as every other Board Member and does not have the power to veto or overrule the vote of a majority of the Board Members.
▪ Vice President
The Vice President’s primary role is to perform the duties of the President in the President’s absence. The Vice President may also be called on by the President to perform some of the President’s duties. Many Associations view the role of Vice President as a training or mentoring opportunity for a future President.
▪ Treasurer
The Treasurer is responsible for overseeing the Association financial position. This includes reviewing monthly financial statements as well as operating and reserve account activities. While management is responsible for preparing monthly financial statements, the Treasurer should review the financials prior to the Board accepting them at regularly scheduled Board Meetings. The Treasurer should also be the primary designated signer to approve invoices and execute checks (at PMP we require two Board Members sign all operating and reserve checks). The Treasurer is also responsible for overseeing the preparation of the Association’s annual budget and reserve study. Typically the Treasurer will work directly with your Association’s respective Community Manager and Property Accountant to prepare the draft budget for the Board’s review and approval.
The Association’s investment strategy is also part of the Treasurer’s role, as well as ensuring that the annual tax returns are filed and that the required annual review/audit is performed.
At PMP, our team executes on the administration of each of these obligations, but it is important for the Association’s Treasurer to be engaged and ensure the Association’s obligations are met.
A recommended PMP best practice is for the Treasurer to present the Treasurer’s Report during the Open Session Board Meetings, illustrating to the membership that they are providing critical oversight of the Association’s fiscal position.
▪ Secretary
The Secretary is responsible for ensuring that the membership receives proper notice of all Board Meetings, and will meet this obligation by working with the Community Manager to post meeting agendas at the community within the time parameters set forth by California Civil Code.
The role of Secretary is also to ensure meeting minutes are taken at each meeting of the Board, and that the minutes are finalized, approved, executed and added to the Association’s permanent records. At PMP, we take meeting minutes at no charge to the Association, but this should not negate the Secretary’s obligation to review the minutes to ensure they are accurate and reflect the Board’s action items and votes. The Secretary should also be the one who signs the minutes once they are finalized and approved by the Board.
Technically, the Secretary is also responsible for ensuring the Association remains in good standing with the State of California, which includes annual filings. In reality, PMP and the Association’s CPA administer these required filings, but it is important for the Secretary to know what filings are required and when they are filed each year on the Association’s behalf.
▪ Member at Large
In reality, there is no actual position of “Member at Large” or “Director at Large” stipulated in the Corporations Code, yet the Association Industry has named this role for a Board Director who is not appointed to an Officer position, such as President, Vice President, Treasurer or Secretary. While a Member at Large is not an Officer and does not have a specific role or set of responsibilities, they have the same voting rights and powers as Board Officers.
A Member at Large position is usually held by a Director who is new to the Board, is not interested or qualified to serve in one of the Officer positions, or who has time constraints that may not allow them to meet the duties and expectations of an Officer role.
A Member at Large may accept delegated duties and responsibilities of an Officer or may spearhead ad hoc Association projects. It is not uncommon for a Member at Large to participate as a Committee liaison to one or more Association committees, including but not limited to the Architectural Review Committee, a Landscape Committee or a Buildings and Grounds Committee. Because they do not have specific Officer responsibilities, as detailed above, they often participate in other Association related endeavors.
Conclusion
Just as no individual Board position has more voting power than another, no individual Board position is more important than another. Each role has important responsibilities, all of which are imperative to ensure a balanced, well-governed corporation. Aligning individual Board Member skill sets with each position is critical to effectively execute the corporation’s obligations and duties, and while the majority of Association administrative duties are delegated to management, ultimately the duly elected Board of Directors are responsible for the governance and operation of the corporation.
As a suggested PMP best practice, following each Board Member Election, prior to the organizational vote to elect Board positions, take a moment to get to know your fellow Board Members to ensure each member’s background and/or skill sets aligns with their respective Board position.
If you have additional questions regarding Board positions and the role of Officers and Directors, please feel free to e-mail Brad Watson, President of PMP, at bwatson@PMPManage.com
Please Note: PMP is not a law firm and nothing contained in this document should be considered legal advice. Legal questions should be directed to your respective Association attorney.