| Although the members of the board are elected by the unit owners,
it is the board's function to elect its own officers. Every board
must have a president, secretary, and treasurer elected from among
the board members.
The president presides over the meetings of the board and
of the unit owners. That does not mean that the president has
control over the board. Ultimately, the authority for running
the meeting and for preparing the board's agenda resides in
the entire board of managers itself. The president's role is
to facilitate the board's discussions and conduct of business
and to run the meetings in a fair and impartial manner. Since
the president is a board member, he or she has the right to
vote at board meetings, regardless of what the governing documents
or Robert's Rules might state. It would be a breach of the
board member's fiduciary duty to refrain from voting or participating
in the activities of the board.
The secretary keeps the minutes and records of the association.
The board may retain the services of a transcription service
to act as recording secretary. The board of managers itself
is ultimately responsible for the content of its minutes and
must approve them before publication. The amount of detail
to be included in minutes is a matter of the board's discretion.
At a minimum, the minutes should record the opening of the
meeting, that notice was given and that the meeting was properly
called, the identity of the persons present, all motions or
resolutions, any second of motions, and the voting results.
Additional detail may be included where the board would like
to make a record that it considered certain facts or arguments
when making its decision. However, some caution should be exercised
as this will be the official public record of the board's decisions.
The board should not keep minutes of its closed or executive
sessions, except as may be instructed by the association's
attorney.
The treasurer keeps the financial books and records. Most
associations have the managing agent do the day to day bookkeeping
but the treasurer still must review the records prepared by
the manager and make sure they are accurate and appropriate.
The Condominium
Property Act does impose certain requirements for record-keeping
and for making the minutes and the books and records of the
Association available to the unit owners. The secretary and
treasurer must be familiar with these requirements and comply
with them.
It should be noted that officers of condominiums do not have
any inherent or implied authority to act on behalf of the association.
All business of the board must be conducted by the board of
managers at an open meeting of the board. |