Your Role as a Member of the Board

Your homeowners association is a community but it is also a business.

Although the management company has been retained to help with many of the Board’s duties, the Board of Directors is ultimately responsible for operating the business. The responsibilities include:

  • Ensure that the association’s money is collected and bills are paid.
  • Review the association’s bank statements not less than quarterly.
  • Prepare the annual budget, with manager assistance, and see that it is sent to the membership no less than 30 days prior to the beginning of the fiscal year.
  • Verify that no one violates the governing documents of the community association, and take action against those who are.
  • Read and understand the governing documents (CC&R’s, Rules, By-Laws). Register on-line so you can view all the important documents for your association such as financial reports, homeowner accounts, governing documents and much more.

The directors on the Board are held to the “Business Judgment Rule Standard”, meaning that a director is required to perform “in good faith, in a manner such that the director believes to be in the best interest of the corporation and with such care, including reasonable inquiry, as an ordinarily prudent person would use under similar circumstances.”

Officers of the Board: Who Does What?

President

Secretary

Treasurer

All Members

Presidents are required to fulfill many roles, but the primary role is liaison between the Board of Directors and the manager. Different situations will determine which role the Association President assumes. Sometimes the President must set aside other roles, such as neighbor or friend, to accomplish a task or make a decision. Some of the most important aspects of being the Board President are listed below:

• Presides at all meetings of the board and the association by controlling the meetings and keeping an orderly pace to conduct business
• Represents the association on all issues outside the community
• Sets a positive example for other volunteers
• Signatory to official documents of the association
• Ex-officio member of all association committees

Below is more detailed information regarding the role of Board President:

Association presidents must adhere to budgets, formulate and enforce rules and policies, conduct meetings, prepare agendas, and work with committees.
• Agendas must include all items that will be up for discussion during the meeting. View a sample meeting agenda here.

The president is the official liaison and spokesperson for the board to association members, the community manager (or management company), vendors, the press, and the greater community. The Liaison is the Board Member that gives direction to the manager. The liaison speaks on behalf of the entire Board and the manager will take action based on the direction of the liaison only. The liaison will also be sent copies of all relevant communications between the management company and the residents and homeowners. Because of the high volume of information received by the liaison it is highly recommended that the liaison provide an email address so that items can be sent electronically.

The President is also expected to seek the services of an attorney, architect, or insurance professionals when it is in the best interest of the association. Experts provide information and expertise that board members don’t normally have. For example:
• Reviewing legal contracts requires advice from an attorney.
• Managing reserve funds requires guidance from an accountant or investment advisor.

The association secretary is responsible for preserving the association’s history, maintaining its records, and protecting it from liability. The secretary should be efficient, well organized, and have a commitment to the future of the association. Associations with a professional manager can ask the manager to perform some of the secretarial tasks. Below are the key items expected from the Board secretary:

• Certifies all meeting notices and election results as required by the Bylaws
• Responsible for corporate minutes, maintains the corporate minute book and signs all corporate minutes. Corporate minutes include:
-Board Meetings
-Special Meetings
-Annual Meetings
-Committee Meetings
During all association meetings the secretary may take the minutes or the Board may opt to hire a third party vendor to do so. The manager will not take minutes as they will be assisting the Board in other areas if they are present at the meeting. Board and annual meeting minutes must be provided to the homeowners and disclosed for escrow purposes. Executive session minutes are confidential and not to be distributed.

The purposes of the minutes are to:
• Record the association’s actions and record why they were taken.
• Preserve board members’ voting records.
• State the authority by which the directors take a certain action and cite the documents granting that authority.
• Record all matters brought before the board, whether adopted, dismissed without discussion or vote, rejected, deferred, tabled, or simply presented as information.

Please remember that the association’s minutes are official records and admissible as evidence in a court of law so it is very important that are properly recorded.

Certain functions occur frequently in all meetings. Taking minutes will be easier if the secretary develops standard language to cover functions such as:
• Call to order by the presiding officer
• Proof of meeting notice of waiver of meeting notice
• Presence or lack of a quorum
• Reading and approval of the previous meeting minutes
• Reading and acceptance of various reports
• Unfinished business
• New Business
• Adjournment
View sample meeting minutes here.

The Secretary must also perform or delegate the following:
• Store and retrieve association documents as needed.
• Devise an effective filing system, and keep files safe and accessible.
• Identify and categorize all current and stored records.
• Prepare and maintain a retention schedule for document disposal.
Often the manager for the Association can perform these tasks on behalf of the Board. Discuss these items with your manager.

Many associations have policies to safeguard assets that require two signatures on checks or a witness to verify signatures. Generally this responsibility falls to the secretary and president.

The secretary is responsible for maintaining lists of all association board and committee members, officers, and members, their current mailing address, and voting percentages. This is often something that can be delegated to you manager as well and should be discussed.

The secretary is responsible for filing certain forms with state agencies. These might include employment forms, incorporation documents, and other official records of the association. This is something your management company can help you with as well.

The association treasurer is responsible for maintaining the finances and ensuring the financial stability of the association. He or she is the financial voice of the board and liaison to auditors, CPAs, brokers, agents, and bankers. This includes a number of duties and responsibilities which are listed below:

• Chief financial officer of the corporation
• Ultimately responsible for the collection of and expenditure of association assessments
• Reviews and monitors association financial statements
• Approves invoices prior to the issuance of checks
• Recommends investment policies based on professional advice
• With help from the management company, prepares and recommends the annual budget, collection policies, and year-end financial statements to the membership
• Reports to the board at each meeting on budgetary matters
• Summarizes financial statements as part of the treasurer’s report to include a review of the balance sheet (includes cash-on-hand and reserves), unusual accounts receivable and payable, and any unusual variances in the collection

The association’s documents and bylaws specify a number of financial responsibilities that the treasurer must oversee. These include:
• Maintaining adequate insurance coverage
• Keeping financial records
• Investing association funds
• Collecting assessments and delinquencies
• Reserving funds for future needs
• Filing income tax returns
Most of these items will require guidance from your Management Company or financial experts. You should discuss with your manager how to best handle these responsibilities.

The treasurer must understand at least the basic components of the financial statement:
• Assets
• Liabilities
• Members’ equity: reserves and operating fund balance

In addition, it would be advantageous to the association if the treasurer also had an understanding of the other components of the financial statement such as:
• Initial working capital
• Special project funds
• Income statement
• Statement of cash flow

The treasurer should report at regular board meetings on the state of the association’s finances based on the following information, which are maintained and provided by the management company:
• Balance sheet
• Statement of income
• Cash receipts and cash disbursement activity
• Unit owner balances
• General ledger activity and journal entries
• Schedule of accounts payable
• Bank statement and bank reconciliations

Reserves are a primary responsibility of the treasurer and the board of directors. The treasurer should interview and evaluate reserve study companies to hire to conduct a Reserve Study. Your manager can provide you with the necessary information and guidance in choosing a Reserve Specialist.

Ensuring that the association is working with a qualified certified public accountant (CPA) is one of the treasurer’s important duties. CPAs with community association experience are better equipped to provide the expertise you need. The treasurer and manager should work with the CPA to perform an annual audit-a very important document for a community association, the management company, and the board.

The treasurer is the liaison between the association board and the members on financial matters. In addition, the treasurer is the liaison to reserve study engineers, banks, CPAs, insurance agents, investment brokers, and auditors.

The treasurer should make sure that important financial records are safely maintained for an appropriate time. Your management company can also help with this matter.

Lastly, all Board members should have a basic understating of the law pertaining to HOAs, as well as the Association’s governing documents:

• CC&Rs
Otherwise known as the declaration which describes the rights and obligations of the membership to the association and the association to the membership. CC&Rs generally cover the restrictions on the use of property, member and association maintenance duties, enforcement powers, lender protection provisions, assessments obligations and lien/collection rights, duty to insure, dispute resolution and attorneys’ fees provisions.

• Bylaws
Bylaws establish policies and procedures for the governing of an association. They set qualifications for the election of directors, their number and term of office, their powers and duties, the appointment of officers, when and how meetings are held, quorum and voting requirements, appointment of committees, etc.

• Rules and regulations
“Rules” are broadly defined as any rule or regulation that applies to the management and operation of a common interest development or the conduct of its business and affairs. (Civ. Code §4340.) As provided for in Civil Code §4355(a), “Operating Rules” are specifically defined as a rule or regulation that applies to:
 Use of the common area or of an exclusive use common area.
 Use of a separate interest, including any aesthetic or architectural standards that govern alteration of a separate interest.
 Member discipline, including any schedule of monetary penalties for violation of the governing documents and any procedure for the imposition of penalties.
 Delinquent assessment payment plans.
 Resolution of assessment disputes.
 Reviewing and approving or disapproving a proposed physical change to a member’s separate interest or to the common area.
 Election rules.
Educational resources for association volunteers are available in books, seminars, periodicals, and networking offered by groups that serve common-interest communities, such as Community Associations Institute and its chapters. If you are interested in pursuing additional information and training as a Board Member you can discuss your options with your manager. Often these courses are offered at no cost.

All Board members (and, in particular, the president and treasurer) have a fiduciary obligation to protect the community association by:
• Preparing and adhering to an association budget (with the assistance of the professional manager) that reflects the values and wishes of the members.
• Adequately funding reserve accounts and educating homeowners about the value and purpose of a reserve fund.
• Collecting fees from homeowners.
• Seeking the advice of a certified insurance specialist and protecting the association with appropriate levels of insurance coverage.