For those of you who do not know, I have returned to “my roots” by re-forming The Richards Law Office, aka “Richards Law.”
Me and eight professionals remain your advocates on all HOA issues. I look forward to our ongoing professional relationships with your communities. I cannot believe I am now in my 17th year as an HOA Attorney. Our office address and phone number remain the same. Please visit: http://www.richardshoalaw.com for more details.
This blog entry will be short but I wanted to emphasize one issue of association governance that often gets overlooked.
COMMENT: Boards (also called Management Committees or Directors) and Officers are 2 different positions with differing obligations and duties.
Often times people believe that Board members and Officers are the same thing – they are not – although the same people may be BOTH a Board member and Officer.
This is a critical distinction. Board members are elected; Officers are appointed by the Board. Officers can be removed and shuffled around in title and responsibilities; Board members can typically only be removed by member vote (unless there are specific removal terms in the CCRs or Bylaws).
Board members adopt overall community policy and the Officers execute those policies.
Liability can also be found based on which “hat” you are wearing. We will discuss Directors and Officers Insurance in a separate blog entry.
Duties of Officers are usually specifically listed in the Bylaws.
My point of this entry is simple: Make sure that you understand the differences between Board members and Officers. Make sure that you understand the qualifications to serve in each capacity (sometimes Officers don’t even have to be members; sometimes they do). Finally, make sure that your officers are following the duties outlined in the Bylaws and that you are following corporate formalities with respect to the duties of each position.
By doing so, your community is on the path for proper governance because your “legal infrastructure” is properly formed.
Again, please take a moment and check out http://www.richardshoalaw.com. We look forward to continuing assisting the HOAs in Utah and I appreciate everyone’s support over the years.
Best regards – John Richards