Most condo and HOA residents understand that there is a board protecting the interests of their community and individual owners—they’ve probably taken part in numerous board elections, served on committees or volunteered on behalf of the association in some capacity. But many residents who’ve never held elected office still don’t truly understand what the board members do.

HOA board members are volunteers who live in their building and want to help make sure their investment is protected. They have responsibilities within the board, at board meetings, within shareholder and unit owner meetings and in dealing with professionals and building documentation. The board is also obliged to respond to changes in the economic environment, the membership base, and the physical and financial status of the building or association.

According to Diane Dangler, CMCA, of DHD Management and the manager of community associations for Alderbrook Condo Association in Little Silver, board members “should be people with enough time and dedication, and should ideally have a practical or business background—people with a knowledge of accounting and good business practices.”

Above all however, says Dangler, the ideal board member is “someone who can represent everyone objectively, doesn’t have a specific personal agenda, can lead people and be nonjudgmental, and has the ability to work knowing that there may be some neighbors who maybe don’t agree with or appreciate them.”

The Roles

Boards are made up of an odd number of directors and usually contain four officers—the president, vice president, secretary and treasurer.

The president is the chief executive officer and has many responsibilities. Typically, they call the meetings of the membership and of the board, prepare the agendas and lead deliberations. The president typically runs the board’s meetings, opening and closing the proceedings and recognizing board members and unit owners wishing to address the assembled directors. In the case of a co-op building, the board president may also sign stock certificates and proprietary leases as well.

Other presidential responsibilities include ensuring that legal actions of the membership and of the board are carried out, acting as the board’s agent in supervising association staff, approving expense reimbursements, speaking to the media fon behalf of the community, and assuming whatever other executive responsibilities necessary to ensure the appropriate management of the HOA.

“The vice president’s main responsibility is to take over the meeting if the president isn’t there and fill in,” says Burt Allen Solomon of the law firm of Norris McLaughlin & Marcus, P.A., which has offices in New York City and Bridgewater, New Jersey. “It is common for a vice president to become president after serving their term.”

A treasurer is the chief financial officer for the building and usually performs duties relating to any monetary issues affecting the co-op or condo community. They implement the financial policies, pay the bills, collect debts, keep the books and report on the financial affairs to the other board members at each meeting. Often times they also chair a finance committee and advise the membership on financial issues affecting the association or its membership.

The secretary signs stock certificates, proprietary leases and banking documents. They also keep and distribute minutes of meetings, maintain records, inform members of meeting times and agendas, and carry on correspondence that does not fall to the responsibility of the president or treasurer.

Those serving on their board who don’t hold one of these positions are normally simply referred to as directors, although some buildings come up with different titles for some members, depending on their role and responsibilities. A board member with a special skill set or inclination—a mechanical engineer, for example, or a landscape architect—could be named vice president of maintenance, or grounds coordinator. Working with peoples’ strengths is one way to increase the effectiveness of an HOA’s board.

Rights & Responsibilities

Often new board members enter into their positions without knowing the full scope of the responsibilities they’ll be taking on.

“When a new board member is elected, I like to give them at least the last six months of minutes to get them up to speed on where we are and what the issues are in the building,” says Steven Birbach, chairman of Carlton Management in Glenwood Landing. “It is management’s job to guide them through the process.”

New board members usually start off as a director, learning, watching and absorbing information. Perhaps they move up the ladder with the next general board election, but there is no written rule about what they can do.

Since boards are elected by the shareholders or unit owners, they have a great deal of latitude in their decision-making, Birbach says. “They answer to themselves and should be acting in a majority. If one person wants to increase the sublet fee but four other members say no, it won’t be increased.”

Whether you are president or an officer, every vote carries equal weight, which is why there is always an odd number of board members on each board. Board members also need to demonstrate discretion, as sensitive material is sometimes shared in the board meetings regarding owners, money or other aspects of association business.

“Things discussed before a board are confidential,” Solomon says. “Sometimes it is very sensitive information. What’s said in the board room should stay in the board room, or it could result in liability if you disclose things that are confidential.”

Board members will also have to vote on issues where the outcome will likely be unpopular with residents—but if it’s for the greater good of the association, they can’t allow themselves to be cowed into voting for what’s popular, as opposed to what’s best for the HOA.

“You will have a great deal of responsibility, which means not always taking action that will be popular,” Solomon says. “If you have to raise maintenance fees for example, that’s necessary. Even though your neighbors may not love it, you might need to do it to pay the debts.”

Sometimes a board member wants to deal directly with a contractor or hired professional, though usually the managing agent handles vendor relationships on behalf of the board and association. If a board member wants to talk to the architect to get more information for the board, however, they are allowed to do so.

“As managing agents, we work for the board,” says Birbach. “We report to them, and anything we have, they can have. Any governing documents that they want, they are welcome to. Financials, budgets, certificate of incorporation…they have the right to see it all.” Birbach stresses however, that a board member should never vote on any issue in which they have a personal stake, such as hiring a contractor they know, or resolving a board/resident squabble involving a friend.

“Under normal circumstances, the board president should act in accordance with the wishes of the majority of the board members,” Dangler says. “In cases of emergency, however, I do sometimes have to go to a board president for an immediate decision. That being said, in all cases where I’ve been involved, there’s been an understanding within the board that if there’s an emergency I’m to go to the board president, and I’m authorized to take a direct order from them.”

Final Thoughts

Not every HOA decides to vote for their entire board every year. Some allow two- or three-year terms, but positions are usually staggered to ensure that while new blood is infused into the association’s administrative team, there is still some continuity and understanding of the process and how things work. Term length varies depending on the climate of the building. “I’ve had board presidents serve anywhere from one to 10 years,” Dangler says. “It depends on the needs of the community, the qualifications of the board president, and their ability to give the time needed.”

A building’s board of directors is primarily responsible for protecting the assets of the member-owners. Directors are expected to act in good faith and in the best interests of the association as a whole.

“A board member should act professional and courteous and avoid personalizing issues,” Solomon says. “It’s a much more important position than some people realize.”

Keith Loria is a freelance writer and a frequent contributor toThe New Jersey Cooperator.