Accell Property Management, Inc. Board Member Orientation Handbook
By Sandra Feistel, CCAM
As a newly elected Board member, you may not be aware of how the Officers of your Association (President, Vice President, Secretary, Treasurer) are selected and what powers and duties each Officer possesses.
Unless your Association’s Articles of Incorporation or By-Laws state otherwise, the California Corporation Code states, "Officers shall be chosen by the Board and serve at the pleasure of the Board subject to the rights, if any, of an Officer under any contract of employment." The selection of Officers usually takes place during a special organizational meeting of the Board called for the specific purpose of selecting Officers. Although every Board can decide for itself the specific means by which Officers are selected, typically, it is an informal meeting at which individuals interested in serving in a particular position express their interest or are nominated by a member of the Board.
After nominations have been made for each position, the Chair will ask for an action to appoint the Officers of the Corporation. In some cases, a more formal vote may be taken, such as a vote by secret ballot, if the Board so desires.
Since your Association is a corporation registered with the State of California, the powers and duties of its Officers are the same as any other Corporate Officer under California corporate law. Under California law, every corporation shall have a Chairman of the Board or President or both, a Secretary, a Chief Financial Officer and such other Officers with such titles and duties as shall be stated in the By-Laws or determined by the Board and as may be necessary to enable it to sign instruments.
The position of President serves as the Chairperson unless otherwise stated in the Association By-Laws. Normally, the President, subject to the control of the Board, has general supervision, direction and control of the business and Officers of the Association.
The President will have the general powers and duties of management usually vested in the office of President of a Corporation, and may have other powers and duties as may be prescribed by the Board or the By-Laws.
In the absence or disability of the President, the Vice President shall perform all the duties of the President and when so acting, will have the same powers of and be subject to all the same restrictions upon the Office of President. Like the President, the Vice President may have other authority and duties prescribed by the Board or the By-Laws.
The Association’s Secretary is responsible for the records of the Corporation. This includes ensuring that a book of Minutes is kept, at the principal office of the Corporation, of all meetings and proceedings of the Board and membership.
The By-Laws may also vest the Secretary with the responsibility of keeping a membership register, providing notice of meetings of the Board and membership and maintenance of the seal of the Corporation.
The Treasurer, sometimes called Chief Financial Officer, is responsible for keeping and maintaining or causing to be kept and maintained adequate and correct records of accounts of the membership and business transactions of the Association. The Treasurer should report to the Board on a regular basis regarding the Association's financial reporting and activities. In addition, it is the responsibility of the Treasurer to see that a budget is prepared for the operation of the Association, which fairly represents the anticipated financial needs of the Association, including the adequate funding of reserves.
The Board of Directors may elect to appoint other Officers as they deem proper, consistent with the authority granted in the By-Laws and Articles of Incorporation. While serving as an Officer of the Association is a serious responsibility carrying the same fiduciary responsibilities as a Board member, most of the duties are actually performed by Management. However, when the duties of an Officer have been delegated to Management, the Officer still maintains the responsibility to ensure Management carries out those duties with the same standard of care to which the Officer is held.
As a Board member, you should not shy away from serving as an Officer of your Association. Taking on the duties of a specific office is an excellent means by which to focus your participation on the Board and contribute to the Association in a more specific role. Each office serves an important purpose that is necessary for the transaction of Association and Corporate business.