So, you've been elected to the Board. Congratulations! How do you get started? If you've never served as a Board member for a community association before, we can help make it a comforable transition for you. You probably have all kinds of questions, such as "How do we hold meetings?" and "Who makes sure the bills are paid?" Rest assured, KPMG can guide you through the maze of Board membership. We're always happy to answer your questions about any topic!
As with everything else in a community, you need look no further than your community's documents for a summary of the Board's duties and responsibilities. Your Covenants, Conditions and Restrictions (CC&R's) and/or your By-Laws will enumerate the various duties required of both the Board and the Officers. Each community is different of course, but in general, you are responsible for the following:
Enforcing the Documents
Overseeing Association Business
The agenda determines what will and won't be discussed during a Board meeting, be it an annual members meeting or regular board meeting, or even a special meeting of the general membership. It normally follows a fixed order of business, and is typically enumerated in the association's By-laws but the order can also be governed by various governmental statutes. The following is a typical order of agenda:
1. Call to Order
2. Establishment of a Quorum
3. Reading and adoption of prior meeting minutes
4. Officers Reports
5. Committee Reports
6. Old Business
7. New Business
Agendas keep everyone organized because attendees know what needs to be accomplished during the meeting.
There are a few simple rules that are musts when it comes to meetings. First and foremost: meetings are open to all homeowners in a community. There are only a very few situations where Board members can meet in "Executive Session" and the Board should consult with its' attorney before implementing such a meeting. Whenever a quorum of the Board meets, the general membership is entitled to attend. This requirement also pertains to committee meetings. Meetings typically follow the procedure known as "Robert's Rules of Order" to keep them organized and productive.
Meeting notification must be done in the manner prescribed by the governing documents and/or the statutes. Depending on the type of meeting being held, Board meetings typically require 48-72 hours advanced notification posted in a pre-determined location. Annual, budget and special member's meetings have their own statutory notification requirements and specific procedures need to be followed in order to ensure compliance with the documents and statutes.
Lastly, meeting minutes must be recorded so that there is documentation of what took place during the meeting for future reference. Besides being a requirement of the governing documents, it's also invaluable for homeowners who are unable to attend so that they can stay apprised of the issues concerning the community.
Through years of experience we also have a few recommendations when it comes to meetings:
"Owners" are entitled to speak on agenda related items at a Board of Directors meeting. Board members should always allow the owners their ability to be heard before a final decision is made.
When an owner brings an item up for discussion at the meeting, don't make a decision at the meeting about the issue. This will allow the Board the opportunity to research the situation further so that you can make a decision at the next Board meeting.
Provide meeting minutes to management within ten (10) days of the meeting date. We'll keep them in your permanent files as well as use them for your "Action Item List". This list is our way of making sure that the items addressed during a meeting (i.e. having the landscaper trim the bushes at the entrance to the community) are followed up on and/or completed promptly.
Enforcing the Documents
Most owners who live in a planned unit development (whether its made up of 50 owners or 500), are not fully aware of all the restrictions that are in place and which they've agreed to abide by until they receive a letter from the management company explaining that they've violated one of the rules.
The Board of Directors is ultimately tasked with "Enforcing the Rules" and your management company is responsible for ensuring that the procedures for rules enforcement are properly followed. Most owners, once they've received a violation letter, will go out of their way to correct the violation immediately. But when an owner or their tenant doesn't, then both the Board of Directors and management have to work with all involved parties to bring the enforcement action to a successful conclusion.
In order for a community to function, it must budget its finances to ensure that all its responsibilities are met. It's the Board's duty to plan for each year's expenses, as well as to project long term costs. Here in Florida, most community associations are required to budget for "Reserves", and the Florida Statues have mandatory reserve classifications that all Board members should be aware of. Your management company and the Association's attorney can help the Board in learning what those categories are.
Overseeing Association Business
Because they are the elected authority of the community, Board members are responsible for delegating duties to the various committees and supervising the management company (i.e. directing how homeowner requests are to be handled, approving vendor bids, etc). The success of any community always rests with the Board of Directors. They establish the policies and procedures for conducting meetings, establishing budgets, enforcing the documents, and for maintaining the vision that each owner has for your community.