Become a Board Member

THE ROLE OF THE BOARD


The primary role of the Board of Directors is to operate the Association in accordance with governing documents and applicable laws in the best interest of the Association. Most Boards are made up of at least three homeowners, but the number can vary based on what is allowed by the Governing documents. Our Documents state that we can have 5 elected board members and require 3 to establish quorum at a meeting. The five primary officer positions are President, Vice President, Secretary, Treasurer, and Director which are appointed among themselves.

Here are some ways to be a successful Board member:

1. Read your governing documents. To make decisions and implement changes in the best interest of the community, familiarize yourself by the rules and procedures set in place by previous Boards. This will avoid future issues and help guide your Board of Directors to address the needs of the community.

2. Put personal circumstances and preferences aside. As a Board member, you have an obligation to make decisions that are in the best interest of the entire community, regardless of how they might affect you personally.

3. Learn to be a great Board member. You’ll learn a lot from trial and error (and you will), but you can get up to speed more quickly with using inexpensive and available learning resources. Take advantage of seminars, books, networking with other community association board members, and free information online. You can also learn by asking questions of your manager, accountant and attorney.

4. Understand the differences between the roles of the Board and the manager. Boards establish policy and make policy decisions. Managers apply the board’s directives and take care of operations.

5. Take a united stand. Even if you voted against it, when the Board makes a decision, stand behind it and make every effort to see it succeed.

6. Don’t let personalities interfere with the work of the Board. Try to be cooperative with a positive attitude, even though it may be hard at times with certain personalities. It’s always best to stay focused on the needs of the community.

7. Be reasonable and rational. Even though Boards have a big responsibility, they don’t have to be fanatical or uncompromising. The best Boards avoid snap decisions, act rather than react, and understand the difference between real problems and nuisance situations.

UNDERSTANDING THE GOVERNING DOCUMENTS

As a Board Member, you should read your Association’s governing documents. While each Association’s documents may vary, these Governing documents provide the requirements and guidance for your Association.

When someone purchases a home in the Association, they legally agree to the Governing documents.

Depending on the type of community, governing documents typically include these items:

Declaration or Master Deed, including Covenants, Conditions & Restriction
Covenants, Conditions & Restrictions (also referred to as CC&Rs) are used by many common interest developments, including condominiums, homeowner’s associations, planned developments and co-ops to regulate the use, appearance, and maintenance of property. They regulate resident behavior. They also establish Association responsibilities, define owners’ rights and obligations and bind all the owners to the Association. (In cooperatives, this document is sometimes called a proprietary lease or occupancy agreement.)

Articles of Incorporation
In some states, condominium and planned community associations are legally required to incorporate and will have articles of association. Articles of Incorporation are used to create the corporation under state law. They define the association’s basic purposes and powers, and may specify items such as the number of directors, terms of office, and other details about how the board functions.

Bylaws
Some bylaws cover the same matters as the Declaration. Bylaws can contain information about association operations (such as meetings), procedures for electing board members and officers, and general duties of the board.

Besides policy resolutions, Boards can also approve administrative, special, and general resolutions. These resolutions spell out how the Association should operate. It’s a good idea for Board members to acquaint themselves with all association resolutions.

Here’s a summary of the four types of resolutions:
1. Rules & Regulations (rules) impact owners’ rights and obligations.
2. Administrative Resolutions are for the internal operations of the community association.
3. Special Resolutions document board decisions for policies with an individual situation.
4. General Resolutions record board decisions of regular events.


NEW BOARD ORGANIZATIONAL MEETING

ORIENTATION CHECKLIST FOR NEW BOARD MEMBERS:

√ Schedule an orientation before your first board meeting.

√ Get a roster of association contacts (leaders, managers, vendors, etc.).

√ Understand the relationships between the Board and the manager, vendors, employees, attorney, etc.

√ Read the Association’s governing documents, and note any details that need explaining.

√ Get the meeting minutes from the previous six months from the Secretary.

√ From the Treasurer, get financial reports for the prior six months.

√ Get a list of all committees, their function and current projects.

√ Understand goals of the board, how the board functions, and the importance of participating with and supporting the board.

√ Attend board member education seminars run by local association chapters and/or take courses online. You may be required to complete training or have a certificate to serve on your Association’s Board of Directors.

WORKING WITH COMMITTEES

Particularly in large communities, Boards can’t always do everything that needs to be done. That’s when committees made up of residents can be especially valuable. There are typically two types of committees.

      1) Ad Hoc committees (ex: Amenities Committee):
  • Task oriented.
  • Disband when the task is complete.
      2) Standing committees:
  • Function oriented. (ex: ARC)
  • Remain in place indefinitely.

The Board should be clear on the committee’s duties, tasks, timeline, recommendations desired and the amount of authority. Written guidelines (also called a Committee Charter) for the structure, function and responsibility of each committee are an asset. The Board can also ensure a committee’s success by:
  • Forming a new committee only when there is a specific need.
  • Acting on committee recommendations.
  • Making sure to recognize committee members for their time, efforts, and contributions.
  • Being engaged and listening to committee reports at meetings.

A written Committee Charter helps clarify roles and responsibilities of each committee. Typically the Charter would include:
  • Committee Name
  • Purpose
  • Scope of Authority
  • Responsibilities
  • Term
  • Number of Members
  • Selection of Members
  • Committee Organization
  • Relationship to Board
  • Relationship to Management
Make sure that owners understand what consequences may occur if they don’t participate in a committee, and how their efforts can make a difference in the community. All members of the community can be potential members, even tenants. Make sure to have an open channel of communication for feedback from residents, and target those who show interest.

To keep volunteers motivated, make sure to communicate with them consistently and frequently. Board members should help facilitate the work of the committees whenever possible. Public praise, delivered often, is one of the biggest motivators.

Note: Committees do not make decisions, they research and make recommendations to the board.


COMMUNICATION

Effective communication with owners and residents does more to ensure the success of the Board and the Association than any other activity. So, how does a Board communicate effectively?
  • By frequently communicating, in as many ways as possible, using various settings and places.
  • Take a positive, open, and direct tone in all communication.
  • Listen to what residents have to say.
  • Include a wide range of people, whenever possible.
  • Welcome new residents.
Note that some communications may be regulated by state law.

CORRESPONDENCE
· One of the most direct and personal ways to communicate with residents is individual correspondence. For correspondence that is used frequently, it’s best to have it pre-written and approved by the Board.
· Rule-violation letters. Begin with a gentle reminder letter giving residents an
opportunity to comply, followed by two to three progressively stronger letters if they don’t.
· Let volunteers know their efforts are appreciated with thank-you letters.
· Send thank-you letters to let residents know their compliance with rules is noticed.
· Give new residents a sense of belonging with a welcome letter or meeting.
· For major accomplishments or jobs well done, congratulating letters are appreciated by residents, staff, and board members.
· Business correspondence is important to your operations. When sending business
correspondence, make sure to clearly identify all parties involved, what they’re supposed to do, where and when they should do it, and the reasons why.

NEWSLETTERS
The association newsletter is a valuable and important way to communicate with residents. The Board may prepare the newsletter or delegate it to the manager or a volunteer. Important aspects of good newsletter preparation include the audience, content, presentation, and design.

Audience
  • Who is your audience? Do you have a family-oriented community, a retirement community, or a busy, professional community? Like most communities, you may have a mixture, but use 80% as a guideline.
  • Are all owners residents? Are all residents owners?
  • Will managers and developers be targets for your newsletter?
Some Suggested Content
  • Message from the board or the president.
  • Reports - project status, financials, committee work.
  • Board Meeting minutes (or summaries of the minutes).
  • Rule reminders.
  • Upcoming events, including meeting notices.
  • Contact information.
  • Advertising (which may cover some costs of the newsletter)
Presentation & Design
  • Benefit headlines and subheads.
  • Fair reporting that sticks to the facts.
  • Easy to read – written at a 9th-grade level (or lower), with short sentences and paragraphs.
  • Use of visuals, including pictures and visual aids such as charts.
  • Attractive, simple layout that’s consistent from issue to issue.
  • Get to the point. Keep your newsletters as short as possible.
It’s best to have a written newsletter policy that specifies what content is acceptable, what gets priority, what types of advertisements are accepted, and an understanding of any potential libel issues. Note that you may need to investigate the maximum ad revenue amount as it impacts the Association’s tax status.

WEBSITES
Websites are an excellent way to leverage technology for your communications program. Websites provide interactive communication and give you a way to convey information immediately, and can store key documents for easy access:
  • Governing documents
  • Forms
  • Rules, budgets
  • PDFs of newsletter back issues
  • Meeting minutes
  • Annual reports
  • Committee reports
  • Announcements of upcoming events and meeting notices
  • Discussion Forum
EMAIL
Like websites, email allows board members, managers, and residents to communicate easily. Email is convenient, provides a written record, allows quick exchange of documents such as minutes, and reduces postage expense. Be mindful of “opt-in” rules when using email.


ROLES AND RESPONSIBILITIES

THE ROLE OF THE PRESIDENT
To ensure success, Presidents must work cooperatively with the Board avoiding any heavy-handed or independent actions.

Presidents should also educate themselves on the nature and scope of their obligations. Any well-intentioned but uninformed action by the Board or President can threaten a community’s stability.

Here are some key roles of the President:

Overseas Operations
Including rule and policy development and enforcement. Conducts meetings, plans agendas and works with committees.

Represents the Board & the Association
The President is the official spokesperson for the Board, for owners, the community manager or management company, vendors, the press, and the community.

Works with Board Volunteers
The President is the leader of the board, which typically includes the Secretary, Treasurer, and may include additional directors. A good President encourages their participation in Association affairs and helps to develop their skills as team members.

Obtains Knowledge
While most Presidents normally learn from on-the-job training, there are a large number of educational resources for association volunteers available; books, seminars, magazines, and networking.

Plans for the Future
Presidents help identify and train potential Association leaders, encouraging them to join a committee or the Board, and orient them to their new responsibilities.

Works with Professionals
Presidents are the liaison between the community management company or a professional manager and the Association. The President makes sure the manager or management company is directing operations based on policies set by the Board. The president may also takes the lead when the Association or Board needs services from attorneys, accountants, architects, insurance or other professionals.

Protects the Assets
Board members have financial obligations to protect the Association. The President make sure that an association budget that reflects the best interests of the community is prepared and adhered to. Reserve accounts need to be adequately funded, and owners educated about the value and purpose of a Reserve Fund.Assessments need to be collected from owners. The President also makes sure that the Association is protected with appropriate levels of insurance coverage.


THE ROLE OF THE SECRETARY
The Association’s Secretary is responsible for preserving the Association’s history and maintaining its records. A good secretary understands the job requirements, is efficient, well organized, and has an excellent knowledge of the Association’s legal requirements. Some associations have their professional manager perform parts of the secretarial tasks.

Records Minutes for all Association Meetings
Includes Board meetings, special meetings, annual meetings, and possibly some committee meetings.

Announces Meetings & Prepares Agendas
Notifying Board members and Association members of meetings is required by law. Details of the date and type of notice are spelled out in your Association’s governing documents. The how and when of giving notice of a meeting has a direct impact on whether the business conducted at the meeting is legal and binding.

Maintains Association Records
The Secretary stores and retrieves Association documents as needed. It is their responsibility to create an effective filing system to keep files safe and accessible, as well as prepare and maintain a retention schedule for document disposal. Since not all association documents are public record, the Secretary must know which documents need to remain confidential and which ones are available to owners and others.

Witnesses & Verifies Signatures
If the Association has a policy that requires two signatures on checks (to safeguard assets), it is typically the responsibility of the Secretary.

Maintains Lists
The Secretary maintains lists of all Association Board and committee members, officers, and members, their current mailing address. There can be legal ramifications if the membership mailing list is not kept current and accurate.

Verifies Proxies
The Secretary records votes and accepts and verifies proxies for annual or special membership meetings, and keeps them in the Association’s records.

Files Forms with State Agencies
The Secretary files certain forms with state agencies as required including employment forms, incorporation documents, and other official records.

Manages Correspondence
Depending on the method of communication, the Secretary makes sure that correspondence is routed to the appropriate parties; managers, Board members, committee chairs, etc.


THE ROLE OF THE TREASURER
The Treasurer maintains the finances and ensures the financial stability of the association, and makes sure association assets are safe. Treasurers use internal controls to prevent the misuse of Association funds so that assets are not diverted from their intended use or purpose. They are typically the liaison to auditors, CPAs, brokers, agents, and bankers, and serve as the financial voice of the board.

It’s important for treasurers to know where and how to invest homeowner’s funds to ensure their protection. A good Treasurer will have knowledge of state laws for specific provisions about audits, financial statements, and delivery.

Treasurers have a number of duties and responsibilities:

Prepares the Budget
The annual operating budget is the most important responsibility of the Treasurer. The Treasurer takes into account many important considerations to maintain the financial strength of the community.

Maintains Association Accounts
The Treasurer oversees financial responsibilities as specified by the Association’s documents and Bylaws including maintaining adequate insurance coverage, proper financial records, investment of association funds, collection of assessments and delinquencies, supervising the reserve fund and filing income tax returns.

Understands Basic Financial Statements
While a strong financial background helps, the Treasurer should at a minimum understand and be able to interpret the basic components of the financial statement; assets, liabilities, and reserves and operating fund balance. It helps if the treasurer has an understanding of the other parts of the financial statement such as working capital, special project funds, income statement and cash flow.

Reports to the Board
At regular board meetings the Treasurer reports on the state of the Association’s finances based on information maintained and provided by the manager, Treasurer or finance committee.

Selects a CPA & Conducts an Audit
One of the treasurer’s important duties is to monitor the relationship with the hired certified public accountant (CPA). They work with the CPA to perform an annual audit. Working with the accountant, the Treasurer can help determine how to file the Association’s income tax returns with the Internal Revenue Service as there are options which if chosen incorrectly can cost the Association large penalties.

Bookkeeping
The Treasurer’s duties may include bookkeeping especially in smaller, self-managed communities.

Maintains Records
The Treasurer makes sure that important financial records are safely maintained for an appropriate time.

To help direct operations, many associations use either a community management company or a professional community manager. The success of the Association can depend on the Board selecting a qualified manager or management company. So it’s key that you find a qualified manager who can work as part of the team productively.


WORKING WITH PROFESSIONAL MANAGERS

Professional managers assist boards with:
  • Budgets
  • Communication
  • Contractors
  • Finances
  • Human Resources
  • Legal Issues
  • Loss Prevention (Insurance)
  • Maintenance
  • Operations
  • Property Management
  • Regulatory Issues
  • Reports

SELECTING A QUALIFIED MANAGER
The type of management an Association needs is usually determined by the Association’s size, amenities, facilities, and budget. Some Associations have a full-time on-site manager while others work with a manager that handles several communities. Develop and follow a thorough selection process to help select a qualified community association management professional. Budget for quality service and the level of professional support needed and avoid the false economy to hire the least expensive company.

Qualified managers typically hold credentials in one of the following associations. It’s important to understand the training and qualification of each, as programs differ widely.
  • Accredited Association Management Company® (AAMC®)
  • Association Management Specialist® (AMS®)
  • Certified Manager of Community Associations® (CMCA®)
  • Certified Property Manager (CPM)
  • Large-Scale Manager® (LSM®)
  • Professional Community Association Manager® (PCAM®)

Working with Other Professionals

Even if your Association has a professional manager, you’ll still need the services of other professionals like attorneys, accountants, insurance agents, and reserve specialists. Here are some key points when considering these experts.

ATTORNEYS
  • Choose an attorney with expertise in community association law.
  • Don’t hire a member of the Association to be the Association attorney, compensated or not.
  • Include the association manager in the hiring process, as they will be working closely with the attorney, and need a positive and productive interaction.
  • Have one person on the Board be the primary contact with the attorney.
  • Understand that the Association’s attorney is legal counsel to the Association they do not represent the Board, Board members, or homeowners.
CERTIFIED PUBLIC ACCOUNTANTS (CPAs)
Understand what the accountant does, their capabilities, and what you want and need. While a staff member or volunteer may take care of the bookkeeping, the CPA would be needed to conduct an audit at the end of the year. Accountants also provide written reports, offer a wide variety of services as well as consult and advise on all financial matters.

INSURANCE AGENTS
Through networking, referrals, and your professional manager, you should be able to find insurance agents who specialize in Association loss prevention. Because Associations have unique needs and exposures, it’s important to select one with experience in the field.

RESERVE SPECIALISTS
Reserve specialists are hired to prepare studies that give Boards and Associations a financial picture of the future repairs and replacements to the physical assets of the community. Based on this study, the Board can budget for assessments to pay for these repairs and replacements. Reserve studies include an inventory of items that need to be replaced (like roofs, for example), an estimate of the useful remaining life of the items, an estimate of the cost to replace them, and a plan for funding the replacements. Reserve studies need specialized knowledge of a wide range of interrelated areas. A certified reserve specialist has the right expertise and experience.


CONDUCTING MEETINGS

It’s important to understand that an Association is a business, and as such must conduct meetings of its “shareholders” (the owners or their representatives.

There are several types of Association meetings. Each addresses a particular need.

BOARD MEETINGS
At most associations, Board Meeting are held monthly. They are open to members and residents unless an executive session is convened. (Executive sessions discuss pending litigation, personnel issues.) The primary purpose of board meetings is to:
  • Listen to residents
  • Review operations
  • Resolve disputes
  • Set policy
  • Plan for the future
  • Vote on business
Board meetings need to be productive, orderly and free of disruptions. It’s important to have an agenda and understand the rules of order and parliamentary procedure.

ANNUAL MEETINGS
The main purpose of an annual membership meeting is to:
  • Elect directors
  • Deliver committee reports
  • Build community by bringing neighbors together
  • Potentially present the annual budget to members
SPECIAL MEETINGS
Special meetings (sometimes called town meetings) are used to:
  • Focus on one item of concern or interest
  • Discuss or vote on large projects
  • Provide a structured setting in which owners can explore issues and express opinions.
  • Get resident feedback before the Board takes action.
  • Gain insights into the character and values of the community.
PARLIAMENTARY PROCEDURE
Parliamentary procedure is a set of rules for how meetings are to be conducted. Good parliamentary procedure allows everyone to be heard and decisions to be made without confusion. It’s a time tested method of conducting business at meetings and public gatherings, and can be adapted to fit the needs of any organization. It can be as formal or basic as the Association wishes, as long as it provides enough structure to keep a meeting orderly, fair, and productive. Many Associations adopt Robert’s Rules of Order as their guideline.

Using parliamentary procedure helps the meeting:
  • Stay on the agenda.
  • Discuss one subject at a time.
  • Give each participant a chance to speak.
  • Speak only on the issue being discussed, and only when recognized by the chair.
  • Address questions and comments addressed to the chair.
  • Decide issues through motions, seconds, and votes.
MEMBER NOTIFICATION
Laws require community associations to notify members of meetings, especially annual meetings. Keep notices brief, focused, and simple. Issue them at the appropriate time, in the proper manner.

ACHIEVE A QUORUM
Your association’s governing documents (or state law) will specify how many members constitute a quorum - the smallest number or percentage to make the proceedings of the annual meeting valid.

TAKE MINUTES
Minutes are the official record of decisions made at a meeting. Good meeting minutes will include:
  • Type of meeting (Board, Committee, Regular, Special).
  • Association name.
  • Time, date, and place.
  • Attendees’ names.
  • Approval or correction of the previous minutes.
  • Officer and committee reports.
  • Motions and their outcomes (Approved, Denied, or Tabled).
  • Adjournment time.
  • Secretary’s signature. 

ELECTING BOARD MEMBERS

The successful governing of your Association depends on proper election procedures. The Association is a democratic entity, governed by a board which is elected by homeowners. Check your state’s laws and your Association’s governing documents regarding elections.

SEEK NOMINATIONS
Many associations’ governing documents spell out how candidates can be nominated for election.
By a nominating committee.
Taking nominations from the floor at the annual meeting. (Note that nominations from the floor can alienate those who have already voted by proxy or absentee ballot. It’s important to understand and enforce your nomination process.)
Writing candidates’ names on ballots.
Having an open period for those who want to run.
If your association’s documents don’t detail the process, the Board should put in place procedures and safeguards.

APPOINTING INSPECTORS
Inspectors of elections certify that elections have been conducted fairly and that the results are accurate. They either observe or collect and tabulate the ballots. Typically, three people who have no interest in the outcome of the election or vote are appointed. Many Associations require that inspectors are appointed from among the owners present at the annual meeting. It’s important to appoint inspectors even if they’re not required to increase the legitimacy of the election.

INTRODUCING CANDIDATES
Candidates are usually allowed to present their qualifications and platforms to the members:
In writing (as a personal letter sent to all owners, an article in the Association newsletter, or a statement posted on the Association website).
In person at a special meeting where owners may see and hear the candidates and ask questions.
In person at the annual meeting just before to the election.
Some candidates may try and invite several people to endorse them publicly during the annual meeting. Allowing this not only lengthens the meeting but also puts more emphasis on popularity than qualifications. By having strict rules for campaigning and a meeting agenda, you can eliminate it.

CONDUCTING THE ELECTION
Most elections are held at the annual meeting. If allowed per your governing documents, provide sufficient time and instructions for those members voting via mail-in ballots. At the meeting, make sure to give members sufficient time to mark, fold, or seal their ballots. Collect ballots in a secure manner. Except for minor or procedural issues, all votes should be recorded by written ballot to create a permanent record and safeguarding the integrity of the vote.

VOTING BY BALLOT OR PROXY
Proxies are written authorizations allowing one person to appoint another person to vote on their behalf. State law and an Association’s governing documents typically specify:
Whether proxy voting can be used.
When proxy voting can be used.
The type of proxies (general or limited).
Proxy format and content.
Consult your Association’s attorney to ensure that your proxy procedures comply with your governing documents, local, and state laws.

COUNTING THE VOTE
Have a written procedure for counting the vote. No matter how you tabulate the ballots, make sure everyone understands the correct procedures. Always involve more than one person in the tabulation. Also, review your documents to determine how votes count. Generally, voting and assessment structures are the same:
Every unit or lot pays an equal share of assessment - each gets one vote.
If assessments are based on percentage, so is the vote.


Source: The Condo Coaches Booklet.

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