Transparency within board https://exchange.caionline.org/discussion/transparency-within-board
From Gloria 05-09-2024 10:11 PM 1. Transparency within board Posted 05-09-2024 10:11 PMHelloGiven that only the president usually interacts with the community manager to make sure the CAM can be clear about one way to proceed, is there any best practice about if, how and when that communication is shared with the rest of the board? More generally, what kinds of decisions does a president make without the vote of the board? Bylaw says "A President, who shall be a Director and who shall preside over the meetings of the Board and of the Unit Owners, and who shall be the chief executive officer of the Association. What does "chief executive officer" indicate?Thanks so much for responses.
2. RE: Transparency within boardFrom Community Manager Jim. Posted 05-09-2024 10:29 PMWe use a distribution list for all Board communications so that every board member gets the same emails. It's easy enough to setup. Our state and other states require all board members to receive the exact same information that any other board member receives related to the operation of the association. If the president communicates with me [Community Manager], all board members see the communication and it is copied to our board email repository which can be inspected by any owner. Transparency is paramount over any other need. If the president is communicating with the manager, all board members should see the email chain.Like your bylaws state, the president is just another director and has no special powers other than those outlined in your bylaws. S/he should not be making any decisions without the rest of the board deciding either in a noticed meeting or by action outside of a meeting via email depending on your governing documents and state statue. If your president is performing magic, they need to be reined in or removed by a majority of the board according to your bylaws.
3. RE: Transparency within boardGloria, As always Jim has given a great answer to your question. In my mind the only time all the board members should not be copied on an email from the president about association business is if the email is about a specific board member and issue with behavior of said board member. At the community I work for and we have an exec committee comprised of the 4 of the board members. In a case described the exec committee would be copied. All other items should be copied to the entire board.
4. RE: Transparency within boardThis is a great question, Gloria. It bothers me when the President of the Board is compared to a CEO. It doesn't matter how many times I explain that there are 5 Board members who work as a team for the community. There are still a handful of residents who believe that having the title of President means that I control every aspect of the association. When I initially created an email account for the Board, the other members at that time could not figure out how to use it even though I provided access. And so I became the liaison between the manager and the rest of the Board. I forward emails all the time to the Board, probably more often than they want me to. I may receive the request first from the manager, but if we are conducting business outside of a Board meeting, I can't take any action on that request without unanimous consent from the Board.
5. RE: Transparency within boardThe role of the president as "chief executive" is just that-he or she is responsible for running board meetings. That does not give them the authority to make other decisions that may have a broad impact on the association although some individual presidents believe that the position affords them that latitude. In my opinion, and based on my experience, the best practice is to include all board members in any decision of consequence, particularly one of a financial nature. The board collectively is responsible for budget approval, and not any individual member. In addition, one should remember that the board is made up of disparate "volunteers" with different temper[a]ments, work experience, and educational levels. Any manager that perceptively favors one individual over the others may soon find themselves losing an account. I believe it is most helpful and beneficial to the association to include everyone in decision making since various perspectives and inclinations support the democratic process and support an inclusionary and healthy environment.
6. RE: Transparency within boardPosted 05-11-2024 09:50 AMThis message was posted by a user wishing to remain anonymousDon't be fooled: even if your Bylaws include a statement to the effect that your Board chair or president is the "CEO", community associations do not have a hierarchy of directors and officers. The express purpose of homeowner members electing multiple independent directors is to provide representative (ideally diverse) governance. The entire Board -- and not any single director -- acts as THE executive decision-making body. It's potentially harmful when one volunteer attempts to exert unilateral authority to take actions based on their personal judgment. Directors of nonprofit common interest communities are peers with an equal voice, an equal vote, and an equal decision-making role. Only the board makes decisions! No one person owns or controls a nonprofit. A nonprofit is governed by a board of directors. Boards should understand that the president's authority is no more and no less than the other board members. Heavy-handed or independent action by ANY director -- especially a Board chair or president -- can put the entire association at risk. The entire board acts as a unit when fulfilling governance functions. Board members generally act individually or through committees when fulfilling support functions. To be a valid act of the corporation, the act must be approved by a majority of the directors at a board meeting in which a quorum is present.Period! Drop Mic.
7. RE: Transparency within boardPosted 05-11-2024 10:02 PMI have been President of our HOA for over 10 years. I have no more authority than any other director when it comes to setting policies and making decisions for the HOA. However, there are specific roles that I have that have already been approved by the board:I have the task of creating the agenda (which all board members and even community members contribute - and I do not veto any agenda item)I sign the lawsuits, audits, tax forms and other documents (the Treasurer could also sign financial forms and other officers could sign other forms - but it's always me)I chair the meetings. I try to delegate this - but no one ever wants to try. And I'm not even very good at it!Any email between me and the management agents is sent to a board distro list - just like Jim mentioned above.Hope this helps.
8. RE: Transparency within boardI thank you all for your answers and for expanding my thinking. Here's my summary of where I am:We must have a SYSTEM that makes board communications fully transparent to all (except for disciplinary issues).There is no "hierarchy of power." All board members have "an EQUAL voice, vote, and decision making role."The president INCLUDES everyone's requests for agenda items which helps insure various perspectives. Board equality is sometimes overlooked or MISUNDERSTOOD, so we need to educate as much as we can.Gloria
From Gloria 05-09-2024 10:11 PM 1. Transparency within board Posted 05-09-2024 10:11 PMHelloGiven that only the president usually interacts with the community manager to make sure the CAM can be clear about one way to proceed, is there any best practice about if, how and when that communication is shared with the rest of the board? More generally, what kinds of decisions does a president make without the vote of the board? Bylaw says "A President, who shall be a Director and who shall preside over the meetings of the Board and of the Unit Owners, and who shall be the chief executive officer of the Association. What does "chief executive officer" indicate?Thanks so much for responses.
2. RE: Transparency within boardFrom Community Manager Jim. Posted 05-09-2024 10:29 PMWe use a distribution list for all Board communications so that every board member gets the same emails. It's easy enough to setup. Our state and other states require all board members to receive the exact same information that any other board member receives related to the operation of the association. If the president communicates with me [Community Manager], all board members see the communication and it is copied to our board email repository which can be inspected by any owner. Transparency is paramount over any other need. If the president is communicating with the manager, all board members should see the email chain.Like your bylaws state, the president is just another director and has no special powers other than those outlined in your bylaws. S/he should not be making any decisions without the rest of the board deciding either in a noticed meeting or by action outside of a meeting via email depending on your governing documents and state statue. If your president is performing magic, they need to be reined in or removed by a majority of the board according to your bylaws.
3. RE: Transparency within boardGloria, As always Jim has given a great answer to your question. In my mind the only time all the board members should not be copied on an email from the president about association business is if the email is about a specific board member and issue with behavior of said board member. At the community I work for and we have an exec committee comprised of the 4 of the board members. In a case described the exec committee would be copied. All other items should be copied to the entire board.
4. RE: Transparency within boardThis is a great question, Gloria. It bothers me when the President of the Board is compared to a CEO. It doesn't matter how many times I explain that there are 5 Board members who work as a team for the community. There are still a handful of residents who believe that having the title of President means that I control every aspect of the association. When I initially created an email account for the Board, the other members at that time could not figure out how to use it even though I provided access. And so I became the liaison between the manager and the rest of the Board. I forward emails all the time to the Board, probably more often than they want me to. I may receive the request first from the manager, but if we are conducting business outside of a Board meeting, I can't take any action on that request without unanimous consent from the Board.
5. RE: Transparency within boardThe role of the president as "chief executive" is just that-he or she is responsible for running board meetings. That does not give them the authority to make other decisions that may have a broad impact on the association although some individual presidents believe that the position affords them that latitude. In my opinion, and based on my experience, the best practice is to include all board members in any decision of consequence, particularly one of a financial nature. The board collectively is responsible for budget approval, and not any individual member. In addition, one should remember that the board is made up of disparate "volunteers" with different temper[a]ments, work experience, and educational levels. Any manager that perceptively favors one individual over the others may soon find themselves losing an account. I believe it is most helpful and beneficial to the association to include everyone in decision making since various perspectives and inclinations support the democratic process and support an inclusionary and healthy environment.
6. RE: Transparency within boardPosted 05-11-2024 09:50 AMThis message was posted by a user wishing to remain anonymousDon't be fooled: even if your Bylaws include a statement to the effect that your Board chair or president is the "CEO", community associations do not have a hierarchy of directors and officers. The express purpose of homeowner members electing multiple independent directors is to provide representative (ideally diverse) governance. The entire Board -- and not any single director -- acts as THE executive decision-making body. It's potentially harmful when one volunteer attempts to exert unilateral authority to take actions based on their personal judgment. Directors of nonprofit common interest communities are peers with an equal voice, an equal vote, and an equal decision-making role. Only the board makes decisions! No one person owns or controls a nonprofit. A nonprofit is governed by a board of directors. Boards should understand that the president's authority is no more and no less than the other board members. Heavy-handed or independent action by ANY director -- especially a Board chair or president -- can put the entire association at risk. The entire board acts as a unit when fulfilling governance functions. Board members generally act individually or through committees when fulfilling support functions. To be a valid act of the corporation, the act must be approved by a majority of the directors at a board meeting in which a quorum is present.Period! Drop Mic.
7. RE: Transparency within boardPosted 05-11-2024 10:02 PMI have been President of our HOA for over 10 years. I have no more authority than any other director when it comes to setting policies and making decisions for the HOA. However, there are specific roles that I have that have already been approved by the board:I have the task of creating the agenda (which all board members and even community members contribute - and I do not veto any agenda item)I sign the lawsuits, audits, tax forms and other documents (the Treasurer could also sign financial forms and other officers could sign other forms - but it's always me)I chair the meetings. I try to delegate this - but no one ever wants to try. And I'm not even very good at it!Any email between me and the management agents is sent to a board distro list - just like Jim mentioned above.Hope this helps.
8. RE: Transparency within boardI thank you all for your answers and for expanding my thinking. Here's my summary of where I am:We must have a SYSTEM that makes board communications fully transparent to all (except for disciplinary issues).There is no "hierarchy of power." All board members have "an EQUAL voice, vote, and decision making role."The president INCLUDES everyone's requests for agenda items which helps insure various perspectives. Board equality is sometimes overlooked or MISUNDERSTOOD, so we need to educate as much as we can.Gloria