Board of Directors Operations

1. Overview

A great exercise for a board to do before meeting is to answer the following questions. This allows for clarity and definition of your role as well as gives direction.

  • Why am I serving on the board of directors for my association?
  • As a board member, I want to accomplish...
  • I enjoy living in my neighborhood because...

2. Purpose of an Association

The purpose of a neighborhood, condominium or homeowners association is to recruit and empower volunteers to mobilize their capacities and to develop and identify community assets and talents through its membership. Associations add value to a neighborhood, including:

Building Relationships
The association is one of the best ways to build relationships with your neighbors. Residents in a neighborhood have the potential to never know their neighbors. A spirit of warmth and friendliness can be generated through the formation of an association. Neighbors become familiar with each other’s needs and interests and become more supportive in problem solving.

Creating a Strong Voice
Through an association, your neighborhood has a unified voice in City Hall. The services that the City can provide to your neighborhood can be accessed efficiently through an association. Information on City services can also be provided to a greater number of neighbors, resulting in more benefits for the neighborhood. 

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Improving the Neighborhood 
If your neighborhood needs to be improved, local residents are the best resources to help make those improvements. Neighborhood associations are a great resource for a City planner in doing long range planning for beautification and neighborhood improvement projects.

Covenants/Deed Restrictions and Florida Statue Compliance 
For example, the developer of Lake View created a mandatory condominium association to manage the common areas and amenities of the Lake View community. The association board of directors is responsible for executing the Covenants/Deed Restrictions and complying with Florida Statute 617-Corporations Not for Profit and Florida Statute 718-Condominiums.

Source: "Building Communities From the Inside Out, A Path Toward Finding and Mobilizing a Community's Assets," By John P. Kretzmann and John L. McKnight.

3. Components of a Successful Association

The following are some basic building blocks in creating and maintaining a solid foundation for a neighborhood organization. These steps are not meant to be all-inclusive, but an outline of the basics.

Written Operating Procedures 
To ensure continuity from year to year, especially when officers and leaders change, your association needs to have written operating procedures and policies. These written procedures can take many forms. As a mandatory condominium association your written operating procedures are outlined in your Articles of Incorporation, Covenants/Deed Restrictions, bylaws and in Florida Statutes 617 and 718. As a mandatory homeowners association your written operating procedures are outlined in your Articles of Incorporation, Covenants/Deed Restrictions, bylaws and in Florida Statutes 617 and 720. Your association should be incorporated to adopt bylaws. The written procedures should address the purpose of the association, the boundaries it serves, titles and duties of your group’s leadership, when and how leaders are selected, frequency of meetings, voting procedures, definition of membership, etc.

Democratic Process of Leadership/Officer Elections 
Members should have a voice in the leadership of the association. Through election of board members/ leadership, members are able to participate in the development and direction of the association. Election of board members also helps to promote officer/ leadership accountability to the members.

Clear Goals and Objectives 
Goals and objectives provide a road map for associations and give them a reason to exist. Clearly defined goals promote communication and provide members with direction and a sense of accomplishment. Goals and objectives need to be realistic and attainable for the members. 

Solid Leadership
Assuming a leadership position with a neighborhood association is not to be taken lightly. A leader is in the position of impacting the association and the neighborhood. According to Milton Dohoney, 1995 President of Neighborhoods USA, “good leadership is shared leadership.” A neighborhood leader needs to have the vision and the ability to build consensus, to delegate duties and authority to others, to encourage neighbor involvement and maximize neighborhood talent. A leader needs to help the association cultivate future leaders for the association. A good leader knows how important it is for the association to experience a change in leadership.

Committees
Shared leadership is healthy for a neighborhood association. Committees are the basic operating tools for associations. Committees allow the neighborhood leadership to delegate issues, identify and research problems and solutions, and meet its goals by involving a number of members. Many associations have standing committees, which operate continually, that address key issues, such as newsletter and communication, welcome, safety, social functions, etc. Special committees and/or task forces may be created to address short-term issues. Special committees and/ or task forces are dissolved after the issue has been addressed to the satisfaction of the members.

Neighbor Input and Involvement 
An association is only as strong as its weakest member. The keys to a vital and active association are engaged residents. An association serves as the foundation to bring neighbors together to address neighborhood issues, promote team building and serve as a vehicle for neighbors to pool their resources and maintain the integrity of their neighborhood. Associations help promote the self-help tradition and empower neighbors.

Implementing Neighborhood Projects
Encourage neighborhood participation in order to create neighborhood pride, sense of community, feeling of accomplishment and leadership skills.

Funding
As a mandatory association, the board has the fiduciary responsibility to collect association dues to fund the association’s annual budget and reserves. Conducting fundraising projects and forming partnerships with neighborhood businesses and organizations is another way to supplement the association’s finances and achieve neighborhood goals. Before conducting any fundraising project, it is best to check with your community association manager and/or association accountant to ensure compliance with your governing documents and Florida Statutes 617 and 718/720.

The association leadership, specifically the treasurer or their designee, should provide a monthly report of the revenues, expenses and balance on hand. As a mandatory association it is critical to be transparent with the association budget and monthly financial statements since association fees are mandatory for all owners. Some owners resent being “forced” to pay association fees and are critical and suspicious about how association funds are being spent and tracked. It is best to keep your finances accessible to owners within the parameter of the association governing documents and Florida Statutes 617 and 718/720.

Effective Board of Directors
To be effective, the board needs to:

  • Understand its role and scope of authority and responsibilities as outlined in Florida Statutes 617 and 718/720, and the association’s Covenants/Deed Restrictions and bylaws. (mandatory associations only).
  • Understand the role of the board of directors, the association officers and the community association manager.
  • Set goals for the year. It’s important for the board to determine what it wants to accomplish and what its priorities are for the year. This will help the board to stay focused and achieve a sense of accomplishment.
  • Conduct productive and concise board and membership meetings.
  • Listen to each other and the association members. Demonstrate respect for each other’s opinion and positions. It’s okay to disagree, but do it without being disagreeable. Everyone has the right to his or her own opinion.
  • Communicate, communicate and communicate. Let the members know what the board is doing and encourage members to communicate with the board.
  • Delegate work to committees. Committees study, advise, coordinate and implement. The board approves committee recommendations prior to the implementation stage.
  • Take time to have fun and celebrate accomplishments.
  • Hold each member accountable for reading minutes and information in advance of association meetings. Board members need to come prepared.
  • Demonstrate support of final votes/actions by the board. Unity is important in maintaining credibility of the board among members. It’s destructive for board members to leave a meeting and be a vocal “nay sayer” of board vote/action to other members.
  • Follow up and follow through on tasks and assignments.

4. Association Officer Job Descriptions

What are the duties and responsibilities of the officers of your association? To maintain continuity and to eliminate any role confusion, your association should have written job descriptions of each officer position and committees. In addition, your bylaws should spell out your association’s officer titles and duties.

President 
The president serves as the chief executive officer of the association. The president serves at the will of the board of directors and can be removed with or without cause at any time by a majority of vote by the board of directors. Examples of the duties and responsibilities of the president are:

  • Preside at all meetings of the association, including helping the secretary prepare the meeting agenda, and to begin and close the meeting. Always introduce yourself at the beginning of the meeting. Don’t assume everyone in the meeting knows you.
  • Appoint the chairmen of all committees and task forces. Serve as an ex-officio member of all committees, except nominating committee. Serving as ex-officio does not mean the president has to attend the committee meetings. The president should not serve as a committee chairman.
  • Authorize specific actions in promoting the board’s policies.
  • Lead orderly discussions by tactfully and politely enforcing rules that offer every member a chance to speak for or against a motion.
  • Determine whether or not enough members (a quorum) are present to conduct business.
  • Inform people as to how the meeting will proceed. Review the agenda and explain each motion before it is voted upon.
  • Serve as spokesman for the board of directors in most matters relating to general association business.
  • Maintain objectivity and neutrality until the vote is taken.

Vice President 
The vice president of the association is responsible for performing the duties of the president in the absence of the president. The vice president could become the president and therefore could be in training for that job. Examples of the duties the vice president may perform are:

  • Coordinate committee chairmen and report status to the board.
  • Assume duties as defined or assigned by the president and/or board of directors.

Secretary 
The secretary is responsible for maintaining the records of the association, preparing the notice for all board and membership meetings, and authenticating the records of the association. Examples of the type of duties and responsibilities the secretary may perform are:

  • Take minutes of meetings and keep a permanent, accurate record of what has taken place in meetings.
  • Prepare written minutes for the board of directors and to read the minutes at every meeting.
  • Provide needed information to the president by being familiar with the meeting minutes.
  • Receive and handle all correspondence addressed to the association.
  • Prepare notices of all association meetings.
  • Keep an accurate list of members’ names, addresses and telephone numbers. Be sure to comply with Florida Statutes pertaining to maintaining contact information for all owners.
  • Custodian of the association records.

Treasurer 
The treasurer is the custodian of the association’s funds and financial records. Examples of the type of duties and responsibilities the treasurer performs are:

  • Coordinate the development of the proposed annual budget for the association.
  • Keep account of all revenues and expenditures and usually sign all checks or vouchers.
  • Pay all the expenses of the association, upon authorization of the board.
  • Present a written report each month to the board of directors and/or association of the month’s disbursements and the balance on hand.
  • Prepare all financial reports in accordance with applicable Florida law and IRS Codes.

5. Setting Board/Committee Norms and Expectations

Norms and expectations are set by each board or committee as rules and procedures to follow. Norms and expectations should be set and voted on at the beginning of each new fiscal year. These norms and expectations are developed with input from all the members of the board or committees and may be unique to each committee. Norms and expectations are the rules each board or committee agrees to operate by in order to complete the business of the association. Remember, as a mandatory association, you must operate in compliance with your Covenants/Deed Restrictions, bylaws and Florida Statutes.

Sample Norms and Expectations 

  • Agenda to be distributed or posted at least 48 hours prior to the meeting.
  • Arrive 5-10 minutes before the start of the meeting.
  • Come prepared to conduct business, which means reviewing any written information prior to the meeting.
  • Meetings will be no longer than 1.5 hours.
  • No smoking or alcoholic beverages during the meeting. 
  • Wait to be recognized by the president or chair before speaking.
  • Be respectful and civil to each other.
  • Listen to each other.
  • No speaking over each other or side conversations.
  • Once a vote has been completed, board members need to publicly support the decision of the board or committee.
  • Mean what you say and say what you mean.
  • Follow “Robert’s Rules of Order” (Newly Revised, 11th Edition).
  • Each Board member is responsible for notifying the president, secretary or community association manager if they are unable to attend the meeting.

6. Board Orientation and Notebook

To foster effective board members, each member should have an orientation covering the roles and responsibilities of the board of directors. In planning your orientation, keep in mind that the experience levels of board/committee members will vary greatly. Some will have served on previous association boards or committees, some will have not. Levels of interest and expertise will also differ. 

Sample Orientation Agenda:

  1. Board Self Introductions
    1. Board Length
    2. Board Position
  2. Purpose of the Board of Directors
    1. Administrative and Managerial Functions
    2. Board Goals
    3. Board Operating Procedures (meetings, etc)
  3. Board Authority and Responsibilities
    1. Florida Statutes 617
    2. Florida Statutes 718 condo/720 HOA 
    3. Association Articles of Incorporation
    4. Association Deed Restrictions, Covenants, etc.
    5. Association Bylaws
  4. Association Committees
    1. Types of Committees
    2. Current Committee Projects
  5. Association Finances
    1. Review and Management of Budget
    2. Handling of Expenses
    3. Reimbursements
    4. Financial Policies (when expenses require board approval, etc.)
  6. Role of Property Management Company
    1. Duties and Responsibilities
    2. Communication Structure
  7. Association Issues
    1. Current Projects
    2. Pending Issues

Each board member should create and maintain a notebook that contains at the least the following sections:

  • Association Articles of Incorporation, Covenants/Deed Restrictions Bylaws
  • Association Rules
  • Names, addresses and phone numbers of board members, committee chairs and committee members
  • Contact information for the community association manager
  • Budget/Financial Reports
  • Committee Reports
  • Management Reports
  • Meeting Minutes
  • Vendor Contracts

 

7. Board Orientation

Key Aspects to Consider as Part of the Board or Committee Orientation

  • Hold a meeting with the board president and new board members. The purpose of the meeting is to set the standard for conduct and achievement required from board members, as well as highlighting the vision and priorities of the association.
  • Have new board or committee members introduce themselves and share their interests, skills and abilities – what they hope to offer the association and what they hope to gain as board or committee members.
  • Provide some of the history and evolution of the organization and review interim and long term goals.
  • Bring members up-to-speed on issues and challenges facing the association/neighborhood and discuss any key trends that could impact and affect the association.
  • Provide board or committee members with information on association policies and procedures, etc.
  • Outline roles and responsibilities of the board or committee.
  • Consider incorporating icebreakers for the board as part of the orientation process.

When Setting Up Orientations, Consider:

  • Selecting a date, time and location conducive for the orientation and complete before the first board or committee meeting.
  • Conducting an orientation for board members and one for committee members based on information needs.
  • Distributing written material in advance and encouraging the members to review the material.
  • Providing name tags and/or table tent cards (if appropriate).
  • Keeping orientation to a maximum of 1.5 hours.

 Sample Format

  1. Introduce Everyone
    1. Elected President
    2. Officers and Board Members
    3. Committee Chairs and Members
    4. Community Association Manager
  2. Describe the Association 
    1. Purpose, Mission and Vision
    2. Membership (number, boundaries, etc.)
    3. Documents governing the operation of the association: Covenants/Deed Restrictions, Bylaws and Florida Statutes 617 and 718
    4. Goals, Plans and Priorities
    5. Accomplishments and Challenges
    6. Overview of Programs and Services
    7. Overview of Current Issues and/or Concerns
  3. Explain and Discuss
    1. Board Policies and Procedures (meeting attendance, voting, etc.)
    2. Meeting attendance requirements, both Board and committee
    3. Set/review/update Board norms/expectations
    4. Committee assignments and charges
    5. Board role and relation to property manager (mandatory associations)
  4.  Review Association Documents
    1. Covenants/Deed Restrictions
    2. Bylaws
    3. Rules
    4. Board Norms/Expectation
    5. Financial Management
    6. Other Information
  5. Collect Data at the Meeting
    1. Addresses
    2. Telephone--home and office
    3. Fax number
    4. E-mail address
    5. Best time to contact
    6. Best time for meetings

8. Sample Board Orientation Checklist

Here are items to consider when developing an orientation session for new board members. The following information will help build a team and educate the new board members about the association and their specific roles. This checklist is to serve a guide and should be tailored to meet your association board’s needs.

Provide General Information

  • History of the association
  • Board and committee structure
  • Copy of Covenants/Deed Restrictions and bylaws
  • Priorities, goals and objectives
  • Contact information for board members and committee chairs/members
  • Property contact information and copy of contract

Roles and Responsibilities 

  • Reviewed board members role
  • Reviewed officers’ role
  • Reviewed committees and their roles
  • Discussed expectations for and of new board members
  • Discussed property manager’s role, contract and procedures
  • Reviewed board norms and expectations

Policies and Procedures

  • Provided new members with board policies and procedures
  • Reviewed board policies and procedures with new board members
  • Reviewed bylaws, covenants and rules
  • Reviewed committee procedures/rules

Financial Management

  • Discussed budget process
  • Provided current year’s budget
  • Reviewed current financial condition of association
  • Reviewed expense/payment procedures, including allowable expenses and who signs checks
  • Reviewed board reimbursement rules/procedures

Other Information

  • Provided copies of minutes from previous board and membership meetings (past 12 months)
  • Reviewed association web site (if applicable)

Suggestions for Association Leadership

Confidence: Confidence in yourself, confidence in others, confidence in your cause, confidence in your neighborhood.

Optimism: A belief that the goal is not only good, but also that it will be reached. Show a “can do” attitude!

Knowledge: An understanding of the underlying problems, what needs to be done and how to go about getting it done.

Decisiveness: The ability to weigh options, make decisions and gain the acceptance of your neighbors.

Openness: A respect for the opinions of all and a desire to work with people of divergent views and personalities. It’s okay to disagree, but don’t be disagreeable in your words and actions.

Sharing: A willingness to help with even menial tasks, to be out in front and to support the members of the group in their endeavors.

9. What is Parliamentary Procedure?

“In enforcing the rules there is need for the exercise of tact and good sense. It is usually a mistake to insist upon technical points, as long as no one is being defrauded of his rights and the will of the majority is being carried out. The rules and customs are designed to help and not hinder business.” – Henry M. Robert, Parliamentary Law

To know parliamentary procedure involves a frame of mind and a basic attitude about fairness. Parliamentary procedure is freedom in action. Parliamentary procedure is a set of rules, which, if used correctly, helps groups run meetings without confusion and without waste of time or effort. Your organization should purchase a parliamentary procedures manual. The most widely used and referenced guide is Robert’s Rules of Order, Newly Revised, 11th Edition, which may be purchased at a book store or online. Treat Robert’s Rules of Order, Newly Revised, 11th Edition, as a reference manual instead of attempting to read it from front to back.

The rationale behind parliamentary procedure is essentially the foundations of the democratic society. Parliamentary procedure is grounded in three very basic concepts: 

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  • All persons in the group are equal; the rights of one are the rights of all.
  • The will of the majority will be carried out, but only after the minority has had a fair chance to have its say.
  • Common sense.

More specifically, the basic principles of parliamentary procedure include:

  • Courtesy to all.
  • One item at a time.
  • Majority rule.
  • Respect for the rights of the minority.
  • Partiality for none.
  • Protection of the absentee.

Suggestions for Association Leadership

Patience: The willingness to let ideas ripen, to plan adequately and to wait the right time for action.

Courage: The courage to withstand criticism, to make sacrifices, to resist pressure and to continue in the face of adversity.

Communication: The ability to understand what others are trying to say and to convey decisions and action plans clearly.

Leadership: Occasionally demands a lot of other things, too. It never comes cheap. Remember to lead by example.

Unity: The ability to demonstrate unity and cohesiveness as a board. It’s important that all board members respect the majority decision/ vote of the board. Board members need to demonstrate support for board action, even if the board member voted against the motion/action.

Delegation: The ability to task people with a specific job or give a specific purpose. 

As an organization leader, here are some of the parliamentary procedures rules you need to know.

  • The majority vote of the board or organization sitting together in a properly called meeting, supersede those of any one individual or small group.
  • All members are equal.
  • Every member has the rights to introduce business, to participate in deliberations and to vote; one member, one vote.
  • A quorum must be present; the quorum is the number it takes to conduct business and is usually outlined in the organization bylaws.
  • Making motions is the way to bring business forward for action by the organization. Once the motion has been seconded and then stated by the president or chair presiding over the meeting, the motion is “owned” by the whole group and not the person who made the motion.
  • Only one main topic can be before the board or organization at one time and only one person may have the floor at any one time.
  • Boards and organizations debate and vote on issues; personal remarks are always out of order; always debate the issue not the person.
  • A majority vote decides.
  • A 2/3 vote is required if a member’s rights are involved.
  • A motion voted upon cannot be brought up again at the same meeting except by the motion to reconsider; the only way a motion that passed can be “undone” at another meeting is by the motion to rescind, and this motion has certain limitations - See Robert’s Rules of Order, Newly Revised, 11th Edition, for specifics.
  • Silence gives consent; any member that does not speak when an issue is presented and votes for the issue or does not vote, gives his/her permission.

     

Bringing Business Before the Board/Association

Business is brought before the association by a motion from a member. Before the motion can be discussed, it must be seconded. The seconding of a motion simply means that at least one other person wants to discuss it. Seconding of a motion does not mean that the person supports the motion. Information presented in committee reports that requires action by the board or membership must be made in the form of a motion. 

Making/Writing A Motion

The motion should be complete and simple. A motion should include all information necessary for the members/council/board to make an intelligent decision.

The Motion Should Include:

What: What exactly is to be done.

Who: Who will do what needs to be done.

When: When is “it” to be done.

How: How much will it cost and where will the funds come from?

Steps Used In Making A Motion

  • Member addresses the chair.
  • President recognizes the member.
  • Member makes a motion (will need to be submitted in writing-use Motion form or same format).
  • Second by a member.
  • President states the motion. “It has been moved and seconded…”.
  • President asks for discussion.
  • President takes the vote “All of those in favor say aye…those opposed say no”.
  • President announces the results of the vote.
  • President collects the written motion and ensures the vote is recorded on the written motion.
  • The written motion is provided to the secretary to be recorded accurately in the minutes. The motion should be filed with the original minutes. 

10. Setting Goals and Objectives

Your neighborhood association needs clear direction. In order to chart that direction, it is important to determine the social and physical needs of your neighborhood. Conduct a needs assessment of your neighborhood--what are the concerns, issues, and interests of your neighbors? Schedule a meeting to ask questions of your members to help your association set realistic long and short-term goals.

Goal
A goal can simply be defined as a statement of what your association wants to accomplish. What do you want to accomplish over the next two to five years?

Example: To physically improve the neighborhood by implementing a beautification project to enhance the common areas, the main entrance and medians throughout the neighborhood.

Objective
An objective is a statement that explains how your association will reach its goal. Your objectives need to be:

  1. specific/address identified issue/goal
  2. measurable
  3. time/dated
  4. clear and concise
  5. realistic
  6. achievable.

Example: Create a site plan identifying all the common areas and medians requiring landscaping by September 1.

Advantages to Goal Setting 

Be Aware of Your Association's Needs
Through the process of setting goals for your organization, the needs of your neighborhood will come into focus. These needs give your organization a purpose and meaning.

Achieve Your Projects
By setting time limits for when you want to finish a project, your organization can anticipate how much work is ahead and set its schedule accordingly.

Strive Toward a Mark
Goal setting keeps your members enthused and motivated. If your association has set a target date to complete a project, then the energy level of members will increase as that target date draws nearer.

Keep Members Active
If your association has set goals, there will be plenty of projects to work on. If members of the organization are not busy, then it’s time to get them working to accomplish your existing goals or set new ones. An added benefit is that goals may help maintain member interest and participation in the association.

Setting Goals the 'Smart' Way

Specific: Goals should be simply written and clearly defined (What, Why and How)

Measurable: Goals should be measurable with evidence that you have accomplished the goal.

Achievable: Goals should be achievable; they should stretch you slightly so you feel challenged, but defined well enough so that you can achieve them.

Realistic: Goals should measure outcomes, not activities.

Time Frame: Goals should be linked to a timeframe that creates a sense of urgency, or results in tension between the current reality and the vision of the goal. Example: By December 31, 2013 the ABC Association will increase its paid membership by 5%.

11. Stay Informed, Connected and Involved