The new year is in full swing and many community associations already have or are about to select a new board of directors. As new boards start to focus on the year ahead and projects in hand, it is important to understand and recognize the role and responsibilities for each officer on the board.
The directors of an association are typically elected by the membership, in accordance with the provisions of the declaration and/or bylaws for the association. However, there is a difference between directors and officers. The officer positions are usually determined by the directors themselves, not the membership. Moreover, officers of an association serve at the board’s discretion. The role of each officer is set forth in either the association’s bylaws or otherwise determined by the directors.
Officers for a community association usually include a president, vice president, secretary, and treasurer. Often the bylaws require that officers be members of the board of directors, but not always. In addition, the bylaws may also allow one person to hold more than one officer position (e.g., the vice president and secretary). The officers of an association are usually assigned certain responsibilities in the governing documents. For example, the responsibilities may be as follows:
- Presides over all membership and board meetings.
- Typically, the president votes just like any other member of the board. In rare circumstances, the president may be able to break a tie.
- Acts as the president in the president’s absence.
- May preside over meetings or conduct a vote when the president has conflict of interest with the association.
- Keeps minutes of all membership and board meetings.
- Maintains the books and records of the association.
- Updates the association’s records with the Georgia Secretary of State. Accepts and files proxies for membership meetings.
- Publishes all meeting notices.
- Responsible for the association’s funds and securities.
- Must keep detailed and accurate financial records, showing all association receipts and expenditures.
- Prepares, or works with experts to prepare (e.g., a property management company), all necessary financial statements and tax filings for the association.
- Prepares, or works with experts to prepare, an annual budget.
A lot of communities will find that the specific roles and responsibilities for their officer positions are already outlined in their governing documents. The board of directors may also appoint other officers, and such officers would serve at the board’s discretion and perform those duties assigned by the board.