The board of directors
Who sits on the board, what each officer actually does, what a fiduciary duty means in practice, and how to stand for election.
What a board is
The board is a small group of owners, elected by the owners, who make decisions on everyone’s behalf between annual meetings. They are volunteers. They are not paid, they are not employees of the association, and they are not required to have any professional background.
The board’s authority comes from the declaration and bylaws. Anything those documents reserve to the owners — amending the declaration, in most cases approving a large special assessment — the board cannot decide alone. Everything else it can, and must.
The officers, and what they actually do
President
Presides at board and owner meetings, signs contracts and instruments the board has authorised, and is usually the board’s point of contact with the managing agent and the association’s attorney. The president does not have unilateral authority: a president acting alone, without a board vote, is acting outside the office in most associations.
Vice president
Acts in the president’s absence, with the president’s powers while doing so. In practice the vice president often carries a standing portfolio — a committee, a capital project — rather than waiting to substitute.
Secretary
Responsible for the association’s records: notices of meetings, minutes, the membership roster, and custody of the corporate records. The minutes matter more than they look. They are the association’s evidence of what was decided and when, and a resale certificate, a lender, an insurer or a court may rely on them years later.
Treasurer
Oversees the association’s finances: the budget, the reserves, the financial statements, and the accounting the managing agent produces. Oversight, not bookkeeping — the treasurer’s job is to be able to explain the numbers to the owners and to notice when something does not reconcile.
Directors at large
Full voting members of the board without an officer’s portfolio. In smaller associations there may be none; in larger ones they often chair committees.
Fiduciary duty, in plain terms
Directors owe the association a fiduciary duty. Stripped of the legal language, it means three things.
- Act in the association’s interest, not your own. A director who votes on a contract with their own business, or their brother-in-law’s, has a conflict and must disclose it and usually abstain.
- Be reasonably informed before deciding. Read the packet. Get the bids. Ask the attorney when the question is legal and the engineer when it is structural.
- Follow the documents and the law, including the parts that are inconvenient. Skipping a required notice to move faster is the kind of shortcut that voids the decision.
Directors who do those things are generally protected when a decision turns out badly. The duty is about the process, not about being right.
Elections and terms
How directors are elected
Directors are elected by the owners at the annual meeting, for terms fixed by the bylaws — commonly one to three years, often staggered so that the whole board does not turn over at once. Staggering is deliberate: it keeps institutional memory on the board.
What happens when a term ends
A director whose term has expired usually continues to serve until a successor is elected, unless the bylaws say otherwise. That is a stopgap, not a mandate, and a board carrying expired terms should be putting the seats to an election rather than relying on it.
Vacancies
A seat vacated mid-term is generally filled by the remaining directors by appointment, with the appointee serving until the next annual meeting.
Standing for election
If you own a unit and are in good standing, you can usually run. The bylaws set the eligibility requirements — being current on assessments is a common one.
- Tell the board or the managing agent before the notice of the annual meeting goes out, so your name is on it.
- Write a short statement — who you are, what you do, why you want the seat. Most owners vote by proxy or ballot and will never meet you.
- Expect a real time commitment: a meeting every month or two, a packet to read before each, and email in between.
- You do not need to be a lawyer, an accountant or a builder. Boards hire those. What a board needs is people who read the packet and turn up.
This guide describes how homeowners associations generally work in Washington. It is not legal advice and it is not specific to Queen's Court Owners Association. Where it says what is typical, this association’s own recorded declaration, bylaws and rules decide what is actually true — and where the two differ, the recorded documents control.