HOA BOARD DIRECTORY
The homeowners association (HOA) board has different roles to ensure the smooth functioning of the community it represents. These roles are typically assigned based on the specific needs and responsibilities of the community, as well as the skills and expertise of the board members.
MEMBERS AT LARGE
VACANT POSITION
Members at large are typically all of the homeowners within the association who are not serving on the board of directors. Their role is to participate in the decision-making process and support the board of directors in their efforts to manage the community.
TERM: 2 YEARS
DATES: TBD
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BYLAWS
ARTICLE 2 | MEETINGS OF MEMBERS
Section 2.1 | Annual Meeting
The annual meeting of the Association shall be held in the last quarter of each fiscal year on a date fixed by the Board, which date shall not be less than I0 not more than 60 days after notice of the meeting is given to the members. At such annual meeting the Owners shall elect members to the Board or fill vacancies therein, and transact such other business as shall properly come before the meeting
ARTICLE 3 | BOARD OF DIRECTORS
Section 3.1 | Number, Term, and Qualifications
The affairs of the Association shall be governed by a Board of three directors. Until the Transition Date, the Declarant shall elect the members of the Board pursuant to the Declaration, subject to the right of the Owners to elect a member or members, as provided in Section 13.1 of the Declaration. Members of the Board elected by the Declarant need not be Owners. Within 30 days after the Transition Date, the Declarant or the Board shall call a special meeting of the Owners to elect a Board of three directors to serve until the first day of the calendar month following the date of adjournment of the first annual meeting. Thereafter, the term of office for directors will begin on the first day of the calendar month following the date of adjournment of the annual meeting at which they are elected. The normal term of office for directors will be for two years and until their successors are elected and take office. However, to provide for staggered terms, at the first annual meeting two directors shall be elected for one year and one director shall be elected for two years. A majority of the directors elected by the Owners after the Transition Date shall be members of the Association, If a corporation is a member of the Association, any one of its officers, directors, or shareholders may be elected to the Board as an Association member; if a partnership is a member, any partner of the partnership may be elected to the Board as an Association member; and if a limited liability company is a member, any member of the company may be elected to the Board as an Association member.
Section 3.2 | Powers and Duties
The Board shall have the powers and duties provided for the administering authority of the Condominium in the Condominium Act and in the Declaration, and all other power necessary for the administration of the affairs of the Association, and may do all such acts and things as are not prohibited by statute or by the Declaration required to be done in another manner.
Section 3.3 | Standard of Care
In the performance of their duties, the officers and members of the Board are required to exercise: (a) if appointed by Declarant, the care required of fiduciaries of the Unit Owners; or (b) if elected by the Owners, ordinary and reasonable care.
Section 3.5 | Removal of Directors
At any regular or special meeting after the Transition Date, any one or more of the directors elected by the Owners may be removed, with or without cause, by members holding a majority of the votes in the Association and a successor may then and there be elected to fill the vacancy thus created and to serve the balance of the unexpired term. Any director whose removal has been proposed shall he given an opportunity to be heard at the meeting.
Section 3.6 | Compensation
No compensation shall he paid to directors for their services as directors.
Section 3.7 | Organization Meeting
The first meeting of the newly elected Board shall he held within ten days of election at a place to be fixed by the directors at the meeting at which the directors were elected, and no notice shall be necessary to the newly elected directors in order legally to call the meeting, providing a majority of the whole Board shall be present at the Meeting.
Section 3.8 | Regular Meetings
Regular meetings of the Board may be held at such time and place as shall be determined from time to time by a majority of the directors, but at least two such meetings shall be held during each fiscal year. Notice of regular meetings of the Board shall be given to each director personally or by mail, telephone, facsimile transmission or internet transmission, at least three days before the day fixed for the meeting.
Section 3.9 | Special Meetings
Special meetings of the Board may be called by the president on three days' notice to each director, given personally or by mail, telephone, facsimile transmission or internet transmission, which notice shall state (he time, place, and purpose of the meeting. Special meetings of the Board shall be called by either the president or secretary in like manner and on like notice on the written request of any two directors.
Section 3.10 | Waiver of Notice
Before any meeting of the Board, any director may, in writing, waive notice of such meeting. Attendance by a director at any meeting of the Board shall be a waiver by him of timely and adequate notice unless he expressly challenges the notice when the meeting begins. If all directors are present at any meeting of the Board, no notice shall be required and any business may be transacted at the meeting.
Section 3.11 | Quorum
At all meetings of the Board, a majority of the directors shall constitute a quorum for the transaction of business, and the acts of the majority of the directors present at a meeting at which a quorum is present shall be the acts of the Board. If there is less than a quorum present at any meeting of the Board, the majority of those present may adjourn the meeting from time to time. At the adjourned meeting any business which might have been transacted at the meeting as originally called may be transacted without further notice.
Section 3.12 | Open Meeting
Any Owner or voting representative may attend any meeting of the Board, but shall not be entitled to participate except with the consent of the Board. The Board may, however, go into private, executive session to consider the employment or dismissal of the managing agent or other persons employed by the Association, or to hear complaints or charges brought against such person, unless the person requests a public hearing, or to discuss with legal counsel litigation in which the Association is or is likely to become a party if public discussion would adversely affect the interests of the Association in such Litigation.
ARTICLE 4 | BOARD OF DIRECTORS
Section 4.1 | Designation
The principal officers of the Association shall be a president, a vice president, a secretary, and a treasurer, all of whom shall be elected by and from the Board. The directors may appoint from the Board such other officers as in their judgment may be necessary or desirable. Two or more offices may be held by the same person, except that a person may not hold the offices of president and secretary simultaneously.
Section 4.2 | Election of Officers
The officers of the Association shall be elected annually by the Board at the first Board meeting after the annual meeting of the Association. They shall hold office at the pleasure of the Board.
Section 4.3 | Removal of Officers
At any regular meeting of the Board or at any special meeting of the Board called for such purpose, upon an affirmative vote of a majority of the members of the Board, any officer may be removed, either with or without cause. A successor to the removed officer may be elected at any such meeting.
Section 4.4 | President
The president shall be the chief executive officer of the Association. He/She shall preside at all meetings of the Association and of tl1e Board and shall have such authority and duties as maybe prescribed by the Board.
Section 4.5 | Vice President
The vice president shall perform the duties of the president when the president is absent or unable to act, and shall perform such other duties as may be prescribed by the Board.
Section 4.6 | Secretary
The secretary shall keep the minutes of all meetings of the Board and of the Association and shall have custody of the business records of the Board and the Association, other than financial records kept by the treasurer. He/She shall also perform such other duties as may be prescribed by the Board.
Section 4.7 | Treasurer
The treasurer shall have responsibility for Association funds and securities and shall be responsible for keeping full and accurate accounts of all receipts and disbursements in books belonging to the Association.
Section 4.8 | Other Officers and Employees
Other officers of the Association and any persons employed to assist the officers, shall have such authority and shall perform such duties as the Board may prescribe within the provisions of the applicable statutes, the Declaration, and these Bylaws.
Section 4.9 | Compensation
The Board may pay reasonable compensation to any officer or Owner who performs substantial services for the Condominium in carrying out the management duties of the Board. The Boards decision to compensate an officer shall not become final until 60 days after notice of it (including the amount of compensation to be paid) has been given to all persons entitled to notice of meetings of the Association. Such decision may be reversed by the members of the Association at a meeting duly called and held within 60 days after the notice of the decision was given.
ARTICLE 5 | COMMITTEES
Section 5.1 | Committees of Directors
The Board may appoint one or more committees that consist of one or more directors. Such committees, if composed entirely of Board members, shall have and exercise, to the extent provided in the resolution establishing the committee, the authority of the Board in the management of the Association. The appointment of any such committee shall not relieve the Board of its ultimate responsibility for the administration and management of the Condominium.
Section 5.2 | Other Committees
Other committees, not having or exercising the authority of the Board in the management of the Association, may be appointed by the president or the directors, and such committees may be composed of one or more members of the Association.
DECLARATION
ARTICLE 14 | THE BOARD
Section 14.1 | Selection of the Board and Officers
Prior to the Transition Date, election or appointment of members of the Board shall be governed by Section 13.1. Within 30 days after the Transition Date, the Owners shall elect a Board, a majority of whom must be Unit Owners. The number of Board members and their terms of service shall be specified in the Bylaws. The Board shall elect officers in accordance with the procedures provided in the Bylaws. The members of the Board and officers shall take office upon election. Removal of Board members and officers shall be as provided in the Bylaws.
Section 14.2 | Powers of the Board
Except as provided in this Declaration, the Bylaws or the Condominium Act, the Board shall at all times act on behalf of the Association. The Board may exercise all powers of the Association, except as otherwise provided in the Condominium Act, Declaration, or the Bylaws.
Section 14.4 | Limitations on Board Authority
The Board shall not act on behalf of the Association to amend the Declaration in any manner that requires the vote or approval of the Unit Owners pursuant to Article 25, to terminate the Condominium pursuant to Article 26, or to appoint members of the Board or determine the qualifications, powers, and duties, or terms of office of members of the Board.
