The Board of Managers - Part 3

In Parts 1 and 2 of the Board of Managers, I looked at some of the legal aspects governing our Association and the Illinois Condominium Act under which our Association operates. I also looked at specific agreements and oaths made by candidates to our Board of Managers, and by the elected Board of Managers.

This post takes a look at some of the specific duties and responsibilities performed by the members of the Board and some of the issues they may face in performing their duties.

In future posts I will delve further into the relationship of the Board to the Association and the unit owners, our professional managers and our contractors. From parts 1 and 2, it could be assumed that only the Board of Managers have duties and responsibilities. That is not true and all members of the Association, which include our Unit Owners, have certain responsibilities.

Our Board of Managers works as a team to manage the Association. Duties are distributed among the members, who have titles which provides some insight into their specific responsibilities. However, the board has an overall set of duties to perform. In doing so, the entire board acts as a single unit. As stated in earlier parts, the Board is bound by its duty to know the laws as they apply to the Association, to faithfully follow the governing documents and to avoid independent member action. Documents include the Illinois Condominium Act, the Bylaws and the Rules and Regulations of our Association and the Board Member Oath. Our Board of Managers have our professional managers, attorney and accountant to support them and to resolve conflicts between the Condominium Act and the documents of the Association. The legal hierarchy is generally the Condominium Act first, then the Bylaws and finally the Rules and Regulations.

Members of our Board of Managers have various titles, which would imply the method in which various duties are shared. I have noticed Unit Owners sometimes come to meetings and direct questions to one or another member of the board, based on their title. I have observed Unit Owners argue with the Rules and Regulations Director about infractions or issues regarding the Rules and Regulations. During these exchanges, other members of the Board may appear to be aloof or detached. The Unit Owner questions or arguments are, in fact directed to the Board as a unit, whether the Unit Owner intends that or not. Members may at times forget that.
Members of the Board may also forget that they are to uniformly and consistently enforce the rules even if they do not agree with them. Such enforcement is to continue until and if rules are formally changed.

For an example of the required unity in action and the provision of equal treatment to unit owners, when a member of the Board of Mangers walks the site, he or she is bound to observe and report infractions or problems. If a member of the board takes the position “that isn’t my job” they are, in fact, avoiding their responsibility and undermining the Board and the Association.

All members of the Board, unless physically unable, should walk the property as part of their duties and be watchful for maintenance issues, observe the operation of contractors and are to report any concerns or issues to the board. Duties are shared. If that were not so, then all Members of the Board must look away, in every similar case! But to do so they would avoid their responsibilities. Inaction is not allowed.

I am not aware of an written statement or statements of the specific duties of members of our Board of Managers. This allows members to “pick and choose” their duties, and could permit individuals to avoid specific duties. This allows for “duty drift” in which tasks and responsibilities morph over time or are eventually dropped out. This leads to unequal load sharing and enforces the perception by Unit Owners that a specific member of the Board is totally responsible for certain duties, or certain actions. It allows individual members of the Board to avoid responsibility or the perception of responsibility by Unit Owners, opening responsible members of the Board to individual attack.

In the real world, when tasks are not completed, the duties fall upon one individual and that could be the President. In the real world, some duties are never completed. However, the Board is required to act and to state it again “inaction is not acceptable.” Eventually if the Board fractures and individual members realize they are going to be left high and dry by the fellow members, they will leave the Board. Observant Unit Owners will see this and will realize that “being of service” to the Association as a member of the Board is not a desirable task, and will avoid volunteering to be a candidate.

When addressing one member of the Board, Unit Owners are in fact, addressing all members of the Board. If a Unit Owner has an issue with the Rules and Regulations, or assessments or whatever, it is inappropriate to act as if one member of the board is responsible. All members of the board operate on the behalf of each and every unit owner, share responsibilities equally and should be so treated by Unit Owners. Rules, fees, etc. are to be fairly and uniformly enforced and violations are to be uniformly addressed. The goal of the Board is to achieve willing compliance. Unit Owners who approach this as "punishment" may be out of line. However, if "special treatment" is given to certain Unit Owners due to circumstance, then when other Unit Owners are not given the same treatment or are cited for rules violations, they may construe that they are being "punished" or treated unfairly. They have a point.

The board monitors its members to assure compliance and fair dealing, and the professional Manager also monitors the board and coordinates activities. Of course, various Unit Owners also monitor the activities of the board. Members of the Board of Managers who are out of compliance are subject to censure and may be removed from their specific office, although they may also remain on the Board. Censure may also bar the member from closed session. Censure of a member of the Board may occur if there is evidence of misconduct in office or for violation of board rules, or if the member deceives or misleads fellow members of the Board of Managers. Censure is a formal rebuke and can lead to dismissal from the board.

I would post more information about the specific duties and responsibilities which correspond to the titles of the various members of our Board of Managers. However, in the absence of a formal document I will not do so at this time. I will in the future post a list of probable duties for each position. So I caution the Unit Owner that the specific title of a member of the Board of Managers should not be used by Unit Owners for making assumptions about specific duties and responsibilities. With the addition of new titles, there is a possibility of confusion regarding who is actually doing what. Collectively, the duties of the Board of Managers generally fall into the following. The order in which they are listed may not be the order of priority.

1. To comply with the Property Act, the Bylaws and the Rules and Regulations of the Association.
2. To appoint board officers and positions; for example, President, Secretary and Treasurer.
3. To use sound business practices.
4. To maintain the Common Areas of the Association.
5. To adapt and operate Budgets.
6. To adapt and maintain Reserves. Reserves are for three purposes; for emergencies, for capital expenditures or deferred maintenance and to cover uncollectable debts.
7. To determine fees and assessments.
8. To collect the fees and assessments from Unit Owners.
9. To adapt and enforce rules.
10. To operate in a reasonable manner in the event of emergencies to protect the property of Unit Owners and the common interests and elements.
11. To represent the Unit Owners.
12. To conduct regular board and association meetings.
13. To hold elections for the placement of members of the Board of Managers and to determine procedures for candidates.
14. To maintain proper records of the Association.
15. To maintain proper and necessary insurance.
16. To pay any required taxes or such fees.
17. To assure that the Association operates in such a manner that it does not unlawfully discriminate.
    

In fulfilling these duties, there are specific actions that are performed. Collectively, our Board of Managers oversees the operation of BLMH. The board sets policy and establishes the procedures to meet its responsibilities. It operates open meetings and holds fair and free elections so that the Unit Owners are properly represented. It determines procedures for identifying qualified candidates.

The board provides information to the Unit Owners and communicates problems and issues and explains the solutions and rationale for applying them. Communications with the Unit Owners may be via meetings, newsletters and other means. Communications in matters affecting the entire Association or common interest of Unit Owners are communicated to all Unit Owners. Segregated or divided communications to special groups creates different tiers of Unit Owners. Associations are prohibited from this type of behavior. Email has created special problems for Associations. Emails between members of the Board of Managers or between members of the Board and groups of Unit Owners possibly violates the mandate for open communications and for equal treatment. Special care must be taken by members of the Board of Managers to assure that these violations do not occur.

The board assures that BLMH is operated in such a manner as not to discriminate on the basis of national origin, race, color, creed, gender, sex, religion, gender, disability, or familial status. It assures that all Unit Owners are treated equally and fairly in the enforcement of rules, the granting of privilege or the appointment to positions.

The board monitors the various members of the Board of Managers to assure proper oversight of their actions. It enforces rules of conduct and may provide materials and workshops for training and education of its members.

The board keeps a watchful eye on association trends and issues which can negatively affect the Association and its members. It may propose changes to the Bylaws, Rules and Regulations when viewed as in the best interests of the Association or as mandated by changes in the Illinois Property Act.

The board hires and fires the association contractors, which includes our professional managers, our accountant, lawyer and the various maintenance, landscape, snow removal and cleaning companies.

The board develops budgets, prioritizes maintenance tasks, identifies aging components or infrastructure which will require replacement or repair and develops plans for maintaining or replacing these components. It also develops the financial plans and reserves for that purpose. The board develops plans for completing all of the mandated tasks, identifies needs and in other ways develops financial plans which are adequate so as to avoid financial emergencies. It determines how funds are to be spent for the operation and maintenance of BLMH.

The board protects the financial interest of the Association and it makes every reasonable action to collect assessments, late fees, fines and penalties. It uses lawyers and the courts when necessary to protect the interests of the entire Association including the recovery of delinquencies.

The board acts at all times and in any matter that will affect the collective interests of the Unit Owners, but cannot act for individual Unit Owners. The board acts on behalf of all Unit Owners and the Association in matters affecting the entire Association, the property of BLMH, the filing of legally mandated documents, the maintenance of overall liability and necessary insurance and the payment of any taxes or fees.

The board uniformly enforces the Bylaws, Rules and Regulations through the use of requests, fines and the courts.

Of course, the above are applied by the individual members of the Board of Managers, so that the board can accomplish its tasks. The various members share different tasks and in so doing, share the load.