Board Directors & Officers
TYPICAL ROLES OF BOARD OFFICERS
Intriguingly, most bylaws never list roles or duties for at-large directors , but the truth is that every volunteer director has the same voice and vote. Pigeonholing volunteer directors is the fastest way to eliminate the team-oriented nature of responsibility that's incumbent on your Board. The Treasurer is not the only volunteer who should review your financials, nor is the President the only volunteer who leads the organization down the right path, nor is the Secretary the only volunteer who reviews and corrects meeting minutes.
It's far too easy to start "turf wars" about who is individually responsible and forget about the requirement to work as a team. This happens all the time because individual support roles for volunteer directors can get very messy. Both personal experience and reflection based on hundreds of comments from CIC volunteers across the United States suggests that communities suffer because of unilateral decision-making driven by a fundamental misunderstanding of the shared nature and implied teamwork model required of volunteer community governance. Officer roles often mean that the team model goes out the window. The CIC universe would be a better place if more statutes and governing documents emphasized the teamwork necessary to effectively govern.
The President
The President, subject to supervision by the Board of Directors, shall oversee rule and policy development and enforcement, conduct meetings, prepare agendas, and work with committees. The president is the official spokesperson for the board—to association Unit Owners, the Managing Agent (or management company), vendors, the press, and the greater community. The President shall preside at all meetings of the Board of Directors and the Members, shall be responsible for carrying out the plans and directives of the Board and shall report to and consult with the Board. The President shall have such other powers and duties as the Board may prescribe.
The Vice–President
The Vice–President shall have all powers and duties of the President when the President is not available, and shall have such other powers and duties as the Board may prescribe.
The Secretary
The Secretary, personally or with the assistance of others, shall keep minutes of the meetings of the Board of Directors and the Members and shall arrange for Notice of such meetings; maintain other corporate records; attest all contracts and other obligations or instruments in the name of the corporation, when necessary or appropriate; and perform such other duties as the Board of Directors may from time to time designate.
The Treasurer
The Treasurer shall provide overall superintendence of Association funds and shall advise the Board of Directors The Treasurer shall oversee the care and custody, and be responsible for, all funds and securities of the corporation, and shall cause to be kept regular books of account and shall provide periodic financial reports to the Board of Directors. The Treasurer shall cause to be deposited all funds and other valuable effects in the name of the corporation in such depositories as may be designated by the Board of Directors. In general, the Treasurer shall perform all of the duties incident to the office of the Treasurer, and such other duties as from time to time may be assigned by the Board of Directors.
At-Large Directors
All of the above!
Read Always Ask "WHY?": Are Empathy and Reason YOUR Stars and Stripes?
Who can serve on the Board? Who can be an officer?
Further reading: Can A Grantor Be Trustee of His Irrevocable Trust? and from Investopedia: Irrevocable Trusts Explained: How They Work, Types, and Uses
If the grantor is the trustee then the grantor can participate, but further look to your declaration / CC&Rs and bylaws (the answer is less likely to be found in your state CIC statutes). Here's an example definition that's particularly relevant:
"Unit Owner" includes any Board Member, officer, Member, partner, or trustee of any person, who is, either alone or in conjunction with another person or persons, a Unit Owner.
Some CIC bylaws dictate Model A:
ONLY Owners can serve as Volunteer Directors
ONLY Volunteer Directors can serve as Board Officers
N.B. Relatively few state statutes limit the creativity of volunteer director qualifications. For example, Texas bars felons felons from serving. Your association's bylaws may employ a blended model not displayed here.
REMEMBER: Owners vote to elect and remove directors. Directors vote to elect and remove officers.
Some CIC bylaws dictate Model B:
Residents -OR- Owners can serve as Volunteer Directors
ONLY Volunteer Directors can serve as Board Officers
REMEMBER: Owners vote to elect and remove directors. Directors vote to elect and remove officers.
Some CIC bylaws dictate Model C:
The Public -OR- Residents -OR- Owners can serve as Volunteer Directors & Board Officers
REMEMBER: Owners vote to elect and remove directors. Directors vote to elect and remove officers.
Can a trustee serve on the Board?
If the grantor is the trustee then the grantor can participate, but further look to your declaration / CC&Rs and bylaws (the answer is less likely to be found in your state CIC statutes). Here's an example definition that's particularly relevant:
"Unit Owner" includes any Board Member, officer, Member, partner, or trustee of any person, who is, either alone or in conjunction with another person or persons, a Unit Owner.
ADDITIONAL READING: Can A Grantor Be Trustee of His Irrevocable Trust? | Irrevocable Trusts Explained: How They Work, Types, and Uses
A Note About Board Member Education
Revenue-based credentials for CIC volunteer leaders are not aspirational. These credentials do not hold value in organizations where there are no standards for shared competence and compliance. The real challenge, of course, is convincing five or more unique individuals to understand and abide by all of your CIC's statutory and governing document requirements, including the thorny items like ethical codes of conduct.
Aside from CIC common expenses for services from vendors and staff (including the counsel of competent professionals), substantially all of the resources homeowner leaders need to successfully navigate their tenure guiding their community are absolutely free, EXCEPT for their time. Many people forget to mention or properly value their own time and the time of others. The amount of wisdom available from the greater CIC community is immense and quite a lot has been published -- for free -- to provide exactly the kind of examples and information any given person needs to faithfully execute the duties of a nonprofit Director.
There is a great amount of quality homeowner leader education available for free. No organization is qualified to certify volunteer leadership for CICs by charging $99 to $199 for 4 hours of self-study material. No amount of educational material will address core deficiencies in volunteer leadership. The fix? Motivated volunteer leaders who are willing to sacrifice their own time to learn and to improve their communities.
Given a tendency of many CICs to under-spend common funds for great results from competent third party resources combined with overspending / overtaxing volunteer leader time, it's a non-sequitur to conclude that CICs will benefit from paying for basic education.
CIC Governance Hierarchy
Statutory & Governing Documents Hierarchy.pdf