Board of Directors

EVER WONDERED WHAT A BOARD OF DIRECTORS DOES?

Many homeowners have pondered what a Board of Directors does, whether they want to participate, or even come up with their own ideas as to what they think the Board should do versus what they actually can or cannot do for the association. Many homeowners and even Board Members themselves do not really understand what these duties and obligations are. The problem that arises most often is that members sitting on a board have the misconception that they need to be doing the job of the other officers of the association. This can lead to unnecessary micro-management of the affairs of the association.

Other professionals will assist the officers and directors in carrying out their duties, including accountants, engineers, attorneys, landscapers and various contractors to provide services to the association and assist in maintenanace, repair and replacement of the buildings and other property of the association.

As long as everyone knows their respective duties, association business will usually run smoothly. Sometimes, however, an overzealous board of directors will try to start doing the duties of the other officers, management or other service providers. For example, even though a board has approved a budget, it might want to start getting involved in approving every outside contract entered into pursuant to the budget no matter how small the item is. Remember, it is the President who contracts for the services of the association once the budget has been approved, and it is usually management who go and get bids for the services. It may make sense with a high-dollar matter to require final approval for some, but for everyday maintenance and small items, discretion should be left to the President and Management to carry out contracting for these issues.

Below is some information that will hopefully clear that up and bring a better understanding of all the work that goes into keeping Whaler's Village a viable association.

WHALER'S VILLAGE BOARD OF DIRECTORS

There are five (5) members of the Board of Directors who are elected for a term of one (1) year each by the property owners at the Annual Meeting. The members of the Board must be property owners at Whaler's Village. They are volunteers and serve without compensation solely for holding such office. There is no rule against having Board members serving more than one term. Upon election, the Board meets and selects its Officers for the year. These are usually chosen from the members of the Board, but do not have to be. The Officers also serve without compensation for holding such offices. Officers may serve more than one term.

Members of the Board of Directors are to act as representatives of the property owners of Whaler's Village in the everyday overall management of the Community. As such they are expected to abide by and uphold the Covenants and By-laws in order to protect and maintain the Community and its standard of quality; supervise the Officers and various Committees; and interface with both the City of Des Moines and King County regarding issues that may arise that impact Whaler's Village and its residents. They are responsible for the fiduciary condition of the Association through the use of budgets and the adherence thereof. They also may put forward to the property owners suggestions for various projects that they deem as beneficial to the overall promotion of Whaler's property values and esthetics.

OFFICERS DUTIES

PRESIDENT:

He or she is the Chief Executive Officer of the Association and presides at all meetings of the Property Owners and of the Board of Directors. He/she is vested with all the powers generally given to the chief executive officer of a corporation. The president will execute contracts, orders and other documents in the name of the association as its agent. When signing documents, the president should indicate the capacity in which he or she is signing in order to avoid any personal liability since the president's signature, under most circumstances, will bind the association under a doctrine of inherent powers.

The president also assumes general charge of the day-to-day administration of the association and has the authority to order specific actions in furtherance of the board's policies. The president serves as spokesman for the board of directors in most matters relating to general association business. Like all officers of the association, the president has an affirmative duty to carry out the responsibilities of the office in the best interests of the association.

VICE-PRESIDENT:

He or she is vested with all the powers which are required to perform the duties of the association president in the absence of the president. The vice president does not automatically possess inherent powers to act in the capacity of the chief executive officer, and may act for the president only when the president is actually absent or otherwise unable to act. The vice-president may assume such additional duties as are defined by the board of directors. Often, the vice-president will chair one or more substantive committees like that of architectural review.

SECRETARY:

This position issues notices of all Board of Directors' meetings and all meetings of the Property Owners. is responsible for keeping and maintaining a record of all meetings of the board and the membership and is the custodian for most of the official records of the association. The position of secretary is not simply a clerical position. In many cases, the secretary will not actually keep the minutes of the meetings, but will be responsible for obtaining someone who will do so as a recorder or assistant secretary.

As the custodian for the minutes and other official records of the association, the secretary is responsible for insuring access to those records by the members of the association and their authorized representatives. He/she also is responsible for the collection and distribution of incoming mail.

TREASURER:

The holder of this position is the custodian of the funds, securities and financial records of the association. When the association has a manager or management company that actually handles the funds on a daily basis, the treasurer's duties will include overseeing the appropriate people to insure that the financial records and reports are properly kept and maintained. Unless the by-laws otherwise specify, the treasurer is responsible for coordinating the development of the proposed annual budget and for preparing and giving the annual financial report on the financial status of the association.

The treasurer does not have the authority to bind the association or the board of directors in dealings with third parties unless the board has provided express authority for the treasurer to do so. As with the association's secretary, the treasurer does not have to perform the day-to-day record keeping functions of the association when this responsibility is transferred to a management company, but the treasurer will ultimately be responsible for insuring that the financial records of the association have been maintained properly in accordance with sound accounting practices.

MEMBER AT LARGE (MAL):

Typically, a member at large represents the general membership on issues of interest or concern, particularly those that arise outside of the standing committee structure. The MAL conducts projects to further the goals of the association or to develop services for the membership. The MAL could serve as chair of any ad hoc committee formed to develop these projects. They are also used as a tie breaker on votes for items under consideration or completion by the Board of Director's. The MAL listens to membership and communicate their issues, needs and interests to the Board of Directors.

• • Identify potential problems and opportunities.

  • Work effectively toward common goals as a team member.

  • Set objectives and develop action plans for selected and/or assigned projects.

THE MANAGEMENT COMPANY:

The management company is retained by the board to complete the responsibilities assigned to each board by an association's CC&R's. In addition, the board must also comply with various legal and regulatory requirements.

The duties and responsibilities of the association are myriad:

• • Accounting/bookkeeping

  • Maintenance and landscaping

  • Enforcement of and revisions to the CC&R's

  • Budgeting and financial review

  • Capital improvements/replacement

  • Membership communications

  • Conforming to regulatory requirements

Some associations are self-managed, meaning that the board handles all responsibilities without the assistance of a management company. The board may retain an accounting/bookkeeping company to collect assessments and maintain the association's financial records. Whaler's CC&R's and bylaws dictate that we hire a Management Company equipped to provide just this service for this kind of association. Regardless of how much authority the board may invest in its management company, the board of directors is ultimately responsible. The Management Company's goals are to meet each of the Board's requirements.