You Were Elected to the Board.
Now what? Vasiliy V. Stupin III
You are a member of a community association. You decided to show up at the annual meeting. After a call for nominations and a lack of volunteers willing to run for the board, you made eye contact with the president of the association and, five minutes later, you have been elected to the volunteer board of directors for your community. Now what?
Many owners find themselves in this position every year after the annual meeting. Along with the title, there come certain responsibilities that every new board member should be aware of when beginning a first term. Here are some ideas to get you started in the right direction.
Read and Understand the Revised Code of Washington (RCW). There are several statutes that may apply to your association, and you may need a clarification from your association’s attorney about how they are reconciled. You can access the online version of the code at
http://apps.leg.wa.gov/rcw. Here are a few statutes that may be applicable to your community:
RCW 24.03 (Nonprofit Corporation Act). Most associations are also incorporated as non-profit corporations. While this provides an additional layer of protection against liability to the association, it may also trigger additional requirements to comply with this law. Reports are due to the Secretary of State on an annual basis and can be filed online. You can also find the status and the expiration date of your non-profit corporation at the Secretary of State website
http://www.sos.wa.gov/corps/ corps_search.aspx.
RCW 64.38 (Homeowners’ Associations Act). If you live in a homeowners’ association, this statute will apply to you. Notice requirements, reserve studies, budgets, board authority and other important topics are addressed by this RCW.
RCW 64.34 (Condominium Act). This is known informally as the “New Act.” It is applicable to condominiums created after July 1, 1990. Some older condominiums amend their declaration to become subject to RCW 64.34, so do not forget to check your governing documents to make sure. And some provisions in the New Act apply to all older condominiums. Those provisions are listed in RCW 64.34.010.
RCW 64.32 (Horizontal Properties Regimes Act). This law is known as the “Old Act.” It is applicable to condominiums created prior to July 1, 1990. As stated earlier, some condominiums created under the Old Act choose to amend their governing documents to instead be subject to RCW 64.34.
After becoming familiar with the Revised Code of Washington, the next step is to read and understand the specific community’s governing documents. Your governing documents are a collection of documents that govern your community in addition to applicable state and federal laws, and usually consist of:
Declaration/Covenants, Conditions, and Restrictions (CCRs). This is a recorded document that creates the association and usually provides general requirements for the association. Changes to this document typically require affirmative approval of a relatively high percentage of the owner voting power in the community.
Bylaws. Bylaws usually provide information not specified in the CCRs that relate to the day-to-day operations of the association, such as board of directors’ terms, the agenda to follow for the annual meeting, notice requirements, and other important—mostly procedural—information. Changes to bylaws typically require lower percentage of owner voting power to amend than the CCRs.
Rules and Regulations/Design Guidelines/Policies. Collection policies, compliance policies, board resolutions, pool and clubhouse rules and paint schemes are examples of documents in this category. Amendment of these documents is typically done by a majority vote of the board of directors and is much easier to accomplish.
In addition to understanding the applicable statutes and governing documents for your community, it is important to understand the difference between serving as a board member and an officer. These concepts are often misunderstood by owners, causing much confusion at the annual meetings.
The role of a board member and an officer of the board are not the same. Board member and director terms are used interchangeably. When the membership of the association elects owners to the board, it elects board members, not officers. Then, typically at the first board meeting following, the board of directors decides on officer positions. Typically, officer positions consist of the president, vice-president, treasurer, and secretary. Not all board members have to have an officer position—it is perfectly acceptable to have a member-at-large, or a director- at-large, without an officer position assigned. Regardless of whether a director has an officer position, all directors have equal voting power and make decisions collectively, as a board.
Lastly, one of the important skills a board can have is ability to communicate well with the rest of the owners. Minutes of board meetings are the official record of decisions made at each board meeting. Some boards choose to distribute their meeting minutes to the owners; others choose to communicate via email blasts and newsletters. Whichever method is used, remember that communication is the key.
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