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Words Matter: Say "Association President," Not "Board President"

By J Ray Harwood posted 03-01-2022 14:08

  

I hear it all the time, not just from association members and leaders, but from management companies, community managers, and even HOA attorneys: “Ray is the Rio Crossing board president.”

But I've reviewed dozens of association bylaws, and none of them authorizes a president of the board of directors.  The officers - including the president - are officers of the association.  While some people might think the board and the association are one and the same, they're not.  And I'm sure most of you who have been in the association business know this to some extent, but many of you don't often make the distinction clear when you're talking with homeowners, and boards.

"Why is this important?", you might ask.

As association president for my own community, I want to make a clear distinction of when I am acting on behalf of the board of directors, and when I'm acting as an officer of the association.  I can only speak for the board when the board has authorized me to do so.  But if you'll read the duties of your association officers, you'll find that individually they likely have a variety of ongoing, day-to-day authority to speak with and assist members of your association.  [If you haven't read the duties of your office lately, perhaps you should pause and brush up on them now.]

I make it clear when I'm contacted by a member of my community that I don't have the authority to make decisions on behalf of the board, but that doesn't prevent me from discussing how the board makes decisions, how certain decisions were arrived at historically, and what I think might be in their best interest to communicate if they are going to make a request of the board.

"Blasphemy!" I can hear some of you thinking now.  Do you not consider yourself to be a proponent for your members?  They elected you to the board (as a board member), and most likely your board elected you to the office you hold.  And while you do have a duty to the association, to think that you as an officer do not have any leeway to have a frank discussion with a member who comes to you asking for advice -- well, I think you're missing the point of having officers of the association.

You probably think that only board members can be officers.  You need to read your state statutes and your governing documents carefully, because in many cases, this is not true.  In my home state of Arizona, for example, there is no requirement that an officer be a board member; and in my association's bylaws, only the president is required to be a board member.  I remember years ago when I found that a neighbor of mine was a CPA.  "Oh, would you consider being the Treasurer of the association?"  I explained that the management company did all of the accounting work, but that having someone very familiar with finances and accounting would be a good thing for the association.  Her response was, "Sure, I'd love to... but I don't really have time to be on the board."  I pointed out the details from our bylaws, and said she didn't have to be a board member to be Treasurer.  She agreed to give it a try.

But when I brought this suggestion to our next board meeting, the other board members' responses indicated clearly that they did not have a working knowledge of our bylaws. [This was not the first nor the last time that this has been apparent; most of them had all been on the board longer than I was at the time.]  After they hurriedly read the relevant section of the bylaws, they agreed to appoint our volunteer as Treasurer.  After participating with us in that capacity for several months, one of the board members announced they were resigning.  Having seen the board in action, our Treasurer agreed to join the board... and has been with us now for several years.

So do your research, (re-)read your governing documents, and separate your office from your board position. And never put "Board President" on a document ever again -- because that position does not exist.

Note: If your governing documents do state that officers are officers of the board, please share a copy of your relevant documents with me via Email!

Ray Harwood

Ray@HOACoach.com

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08-25-2022 10:33

Dear Ray Harwood, 
I would love for you to take a look at our Officers section in our ByLaws.  This section starts with "The officers of the Association shall consist of a President, one or more Vice Presidents, a Secretary and a Treasurer."   
"The Board of Directors at each annual meeting shall elect or appoint a President (who shall be a director)"  
"The President shall be the Chief Executive Officer of the Association"  

with these three phrases, how does this line up with your blog post?  

I am struggling to understand the Officer vs Director question in our board and Bylaws.  

Thank you! 
Cheryl

03-10-2022 16:51

Nancy,

Thanks for thinking through this! I wish more people would. 

One way I like to explain it: Suppose you’re a small business owner, and your daughter works for you. You have multiple roles: parent and employer. There are some things you can say or do as a parent that you can’t say or do as an employer – and vice versa. You would want to always be aware of which role you are in during a given conversation. Further, you have a responsibility to make sure your daughter understands what role you’re in when you speak to her. Perhaps most of the time it is obvious, but when it isn’t, you have the responsibility to communicate which role it is. 

So at an association board meeting, if you are the association president for example, your bylaws likely say you get to chair the board meeting – but during the meeting, your primary role is that of Director, to work together with the other Directors to make decisions for the good of the overall association.

After the meeting, an owner comes to you for advice on how to submit an Architectural Request. Can you help them? I believe you can – but again you have to inform the owner that you are not advising them as a Director or as an Architectural Review Committee member, and that your guidance is not binding on the association. 

Ray

03-10-2022 14:56

Dear Ray,

This is really interesting.  I noticed this in our governing documents, but for the life of me, couldn't exactly figure out how a non-board member could be an officer.  Once you explained this (and my mind started trying to make sense of it) slowly I am understanding what this might mean.  Am I correct in thinking decisions are made by the Board, but officers don't necessarily have voting rights on decisions?  This may be a simple way of explaining a complex situation and one that isn't discussed frequently.