Some tend to confuse the positions of Board Director and Officer and view Officers as Directors with special privileges and authority. Per condominium law the two positions are distinctively different, and Officers do not have to be Directors (although they normally are) and vice versa. Directors are elected by the condominium owners to govern the condominium association; whereas, Officers are elected by the Board of Directors to perform special functions for the Association.
This webpage defines the roles and functions of Board Directors, the various Officer positions, CAMs and Members/Owners.
Jupiter Bay is a not-for-profit corporation organized under Florida statute 617. The Association’s Board of Directors acts in a similar manner to the Board of Directors of any corporation.
The owners of the condominium units are shareholders (or members) of the association. The directors have a fiduciary relationship to the unit owners, and their role is to represent the interests of the owners. Board members are volunteers who are prohibited from receiving any salary or compensation from the association for their duties as directors. They can however be reimbursed for reasonable expenses incurred in carrying out their duties and responsibilities.
The board is provided management authority as defined in the articles of incorporation and the bylaws. The board makes collective decisions. Board members are not authorized to act individually for the association. Each director has a single vote in all matters which come before the Board. All directors are equal, regardless of whether they hold an officer position, and no director has authority over other directors.
Directors are elected by the unit owners to carry out the duties and responsibilities of the condominium association. In general terms this requires:
- Providing for the repair, maintenance and improvement of the condominium property,
- Assuring sufficient funding to meet association and common element expenses and provide for capital item replacements,
- Representing, serving and protecting the interests of the unit owners including the establishment of policies, procedures, rules and regulations, and
- Assuring that condominium documents and Florida statutes are followed.
The Jupiter Bay Condominium Association’s bylaw #5 lists the following specific Board of Director powers and duties:
- Operating and maintaining the Common Elements.
- Determining the expenses required for the operation of the Condominium and the Association.
- Collecting the Assessments for Common Expenses from Unit Owners.
- Employing and dismissing the personnel necessary for the maintenance and operation of the Common Elements.
- Adopting and amending Rules and Regulations concerning the details of the operation and use of the Condominium Property.
- Maintaining bank accounts on behalf of the Association and designating the signatories required therefore.
- Purchasing, leasing or otherwise acquiring Units or other property in the name of the Association including the purchasing of Units at foreclosure or other judicial sales. Selling, leasing, mortgaging, or otherwise dealing with Units acquired.
- Obtaining and reviewing insurance for the Condominium Property.
- Making repairs, additions and improvements to, or restoration and alterations of, the Condominium Property.
- Enforcing obligations of the Unit Owners, allocating profits and expenses and taking such other actions as shall be deemed necessary and proper for the sound management of the Condominium.
- Levying fines against appropriate Unit Owners for violations of the Rules and Regulations established by the Association to govern the conduct of such Unit Owners.
- Borrowing money on behalf of the Condominium when required in connection with the operation, care, upkeep and maintenance of the Common Elements or the acquisition of property and granting mortgages on and/or security interests in Association-owned property.
- Contracting for the management and maintenance of the Condominium Property and authorizing a Management Agent to assist the Association in carrying out its powers and duties by performing such functions as the submission of proposals, collection of Assessments, preparation of records, enforcement of rules and maintenance, repair, and replacement of the Common Elements with such funds as shall be made available by the Association for such purposes.
- Exercising all powers specifically set forth in the Declaration, the Articles, the By-Laws and all other powers of a Florida Corporation not for profit.
Community Association Managers (CAMs)
A condominium association in Florida that has more than 10 units or a budget of $100,000 or greater is required to have a property manager or management firm licensed by the Florida Department of Business and Professional Regulation. A person shall not manage or hold herself or himself out to the public as being able to manage a community association in Florida unless she or he is licensed by the Department in accordance with the provisions of Florida statute 468. The licensed individual is known as a Community Association Manager or CAM.
According to Florida statute 468.431(2), Community Association Managers are responsible for the following practices requiring substantial specialized knowledge, judgment, and managerial skill:
- Communicating with homeowners, board members and vendors and responding to concerns within the community,
- Controlling or disbursing funds of a community association,
- Preparing budgets or other financial documents for a community association,
- Assisting in the noticing or conduct of community association meetings,
- Determining the number of days required for statutory notices,
- Determining amounts due to the association,
- Collecting amounts due to the association before the filing of a civil action,
- Calculating the votes required for a quorum or to approve a proposition or amendment,
- Completing forms related to the management of a community association that have been created by statute or by a state agency,
- Drafting meeting notices and agendas,
- Calculating and preparing certificates of assessment and estoppel certificates,
- Responding to requests for certificates of assessment and estoppel certificates,
- Negotiating monetary or performance terms of a contract subject to approval by an association,
- Drafting pre-arbitration demands,
- Coordinating or performing maintenance for real or personal property and other related routine services involved in the operation of a community association,
- Providing leadership and instruction to office, maintenance, and other staff employed by the association, and
- Complying with the association’s governing documents and the requirements of law as necessary to perform such practices.
|All CAM's must satisfactorily complete a minimum of 15 hours of continuing education per biennial renewal cycle. Each hour shall consist of 50 minutes of student involvement in approved classroom, correspondence, interactive, distance education or internet courses. No license shall be renewed unless the licensee has completed the required continuing education.||CAM Continuing Education Requirements|
Prohibited CAM Activities
There are some activities and actions that a manager may not perform based on a Florida Supreme Court finding. The Supreme Court held that some activities might constitute the unauthorized practice of law. These activities include the following:
- Preparing claims of lien for unpaid assessments.
- Preparing release or satisfaction of liens.
- Preparing a notice of commencement.
- Interpreting governing statutes or rules for the board, or any association members.
- Interpreting the governing documents for the board.
- Answering questions about the application of law to a matter being considered or advising a community association that a law or rule may not authorize an action.
Managers should take care not to perform any activities that would be performed by another professional, such as providing legal advice, providing tax or accounting advice, providing engineering advice, or advising on structural matters, unless the manager is duly licensed and authorized to do so.
Per Florida statute 718.112(2)(a)1, “The board of administration shall have a president, a secretary, and a treasurer, who shall perform the duties of such officers customarily performed by officers of corporations. Unless prohibited in the bylaws, the board of administration may appoint other officers and grant them the duties it deems appropriate. Unless otherwise provided in the bylaws, the officers shall serve without compensation and at the pleasure of the board of administration.”
According to paragraph 6.1 of the Association's Bylaws,
- The executive officers of the Association shall be a President, a Vice President, a Secretary and a Treasurer, (none of whom need be Directors), all of whom shall be elected by the Board of Directors.
- Officers may be peremptorily removed at any meeting by concurrence of a majority of all of the Directors.
- A person may hold more than one office, except that the President may not also be the Secretary.
- No person shall sign an instrument or perform an act in the capacity of more than one office.
- The Board of Directors from time to time shall elect such other officers and designate their powers and duties as the Board shall deem necessary or appropriate to manage the affairs of the Association. Officers need not be Unit Owners.
Non board member officers, who are appointed by the board to help "manage the affairs of the association", are not able to vote on matters brought before the board. Unlike directors, they were not voted into office by the unit owners. Officers may be removed without cause. If an officer is removed and that person is also a director, the person would continue to serve as a director unless the person resigns or the membership votes to remove the person from the board.
Executive Officer Positions
Following are the position descriptions for the three required officer positions (president, secretary and treasurer) as well as the vice-president position. These descriptions are a composition of information obtained from Jupiter Bay’s Bylaws, The Condominium Concept by Peter M. Dunbar, Community Association Property Management of Palm Beach County’s News Express, and personal experience with Board membership.
President – The President of the Association is vested with all the powers generally given to the chief executive officer of a corporation. The President:
- Is the presiding officer over all meetings of the Board and the membership. He/she opens the meetings, determines whether there is a quorum, establishes the schedule of the meeting, and coordinates the subject matter of the agenda.
- Helps the Board to make effective decisions for managing and operating the Association by keeping business and discussions on track, seeking divergent opinions and obtaining consensus.
- Serves as a spokesman for the Board in most matters relating to general Association business.
- Runs the day-to-day operations (which would not require a vote of the Board) of the Association. Even if the Association has a property manager on staff or employs a management company, the President supervises and directs the manager or oversees the management company’s activities.
- Authorizes specific actions in furtherance of the Board’s policies.
- Meets or is engaged with vendors, contractors and other professionals doing or contemplating doing business with the Association. He/she executes contracts and other documents in the name of the Association as its agent.
- Appoints committees to advise him and to advise the Board, and has the authority to appoint certain officers to assist him with his duties.
- Together with other Board members, reviews the Association’s finances, tracts expenditures and co-signs checks.
Secretary – The Secretary 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 Secretary:
- Is in charge of setting (along with the President and the Property Manager) the Agenda of all Board and membership meetings.
- Attends to the formulating and posting of all notices to the members and Directors and other notices required by law/statute.
- Assures that the minutes of all proceedings of the Directors and the members are properly recorded. If not done personally, he/she is responsible for obtaining someone who will do so as a recorder or assistant secretary.
- Has custody of the seal of the Association and affixes it to instruments requiring the seal when duly signed.
- Signs and attests to certain important documents, such as the corporate resolutions and bank documents.
- Maintains the records of the Association, assures their retention as required by statute (generally 7 years), and makes them available to unit owners within 5 working days after receipt of a written request.
- Files any condominium document amendments and revisions with the clerk of the circuit court in the county where the property is located.
- Oversees the election of officers at the annual owners’ meeting, making sure that the entire process proceeds according to statutes. This includes sending election notices within the required timetable; providing ballots, envelopes and voting instructions; properly securing ballots until the owners’ meeting; selecting vote counters; and assuring a fair election.
- May be responsible for filing the annual reports with the Division of Florida Condominiums, Timeshares, and Mobile Homes and with Florida’s Division of Corporations.
- Oversees any of the above functions handled by a management company making sure that they are being performed and handled properly and in accordance with the Association’s governing documents.
Treasurer – The Treasurer is the custodian of the funds, securities and financial records of the Association. The Treasurer:
- Is in charge of all Association funds. This includes overseeing the billing to the unit owners, collections and the disbursement of all Association funds.
- Oversees the manager, employees or bookkeeping vendor that actually handles the Association’s funds to insure that the financial records and reports are properly kept and maintained.
- Assures that the books of accounts for the Association are maintained in accordance with good accounting practices, which, together with substantiating papers, are made available to the Board of Directors for examination at reasonable times.
- Assures that the Association funds are billed, collected, invested, accounted for and reported properly and accurately according to good business practices. This includes the monitoring of disbursements, bank account balances, Association credit card use and petty cash accounts.
- Assures proper posting of transactions against the chart of accounts, account reconcilement and adjusting journal entries.
- Follows up with delinquent members in the notification of past due amounts, and interfaces with the Association’s attorney in collection and foreclosure activities.
- Submits Treasurer's Reports to the Board of Directors at reasonable (normally monthly) intervals. The report generally includes a list of disbursements, account balances, budget variances, member delinquencies, accounts payable aging, and reserve account receipts and expenditures.
- Keeps all monies and other valuable effects for the benefit of the Association in such depositories as may be designated by a majority of the Board of Directors.
- Chairs the Budget Committee and presents to the Board of Directors each year a proposed operating budget, reserve allocations and a maintenance fee schedule. Assures that expenditures are within budgeted values.
- Maintains separate operating and reserve bank accounts. Performs quarterly transfers of reserve contributions, received from owner assessments, from the operating account to the reserve investment accounts.
- At least annually reviews the reserve schedule to assure appropriate replacement cost estimates and years of life for roof replacement, building painting, pavement resurfacing and other reserve account items. Manages the investment of reserve funds, assuring appropriate CD laddering of maturities and maximum return on investment.
- Assures proper bidding, awards, and contracts for contracted services and the monitoring of charges for those services.
- Works with the auditor in providing required documents and access for the year-end financial reporting. He/she also oversees the year-end auditing process to assure accurate and timely completion as required by the Association’s Documents and Florida statutes.
- Determines any required special assessments, calculates amounts and due dates, develops owner correspondence, and assures proper collection and allocation of funds received.
- Signs checks and other documents requiring the Treasurer’s approval.
Vice President – The Vice President exercises the powers and performs the duties of the President in the absence or disability of the President. The Vice President:
- May assist the President; however, he/she does not automatically possess inherent powers to act in the capacity of the chief executive while the President is able and active.
- May perform other duties that may be requested by the Board of Directors from time to time, including overseeing or leading committees or special projects for the Association.
- May be assigned specific areas of responsibility that utilize his/her business, technical or financial background, or may be designated to serve as the executive director or the employee manager for the Association. However, each of these responsibilities or duties must be specifically conveyed by the Board with the scope of authority clearly defined in writing and placed in the minutes or bylaws of the Association as necessary.
The members (condominium owners) of a community association have limited input into the day-to-day management activities. The powers of the members are mostly limited to electing and removing the board and voting on: changes to the governing documents, material alterations, and several budgeting and reserve usage/funding items. A complete list of actions requiring unit owner voting is provided on the Election & Voting page of this website.
Besides electing board members and voting on community changes, condominium owners can participate on committees and/or volunteer as building captains. They can attend owner, board, and committee meetings including the right to speak at such meetings with reference to all designated agenda items. They can even tape record or videotape board meetings, although the association can adopt reasonable rules governing the frequency, duration, and manner of unit owner participation.
Owners have access to all of the association's official records/documents as defined on the Association Management page of this website.
One major owner limitation is stated in Statute 718.111(1)(c): "A unit owner does not have any authority to act for the association by reason of being a unit owner."