POINCIANA VILLAGES ASSOCIATION, KISSIMMEE FL

Duties of the Officers of the Board of Directors for POINCIANA VILLAGES ASSOCIATION, KISSIMMEE FL:

The Board of Directors officers are generally President, Vice-President, Secretary, Treasurer, and Members-at-Large.

1. President: The President of the Board presides at all meetings of the Board of Directors. The President is ultimately responsible for seeing that orders and resolutions of the Board of Directors are carried out. The President generally signs all contracts and other written instruments and co-signs all checks and promissory notes.
2. Vice-President: The Vice-President acts in the place and stead of the President in the event of his absence and exercises other duties as the Board may require.
3. Secretary: The Secretary records the votes and keeps the minutes of all meetings and proceedings of the Board. The Secretary also signs contracts and other instruments executed in the name of or on behalf of the Association. The Secretary is the keeper of the corporate seal of the Association and affixes it on all papers requiring the seal. The Secretary also serves or causes to be served; notices meetings of the Board and the Members; keeps appropriate current records showing the Members of the Association and their address; and performs other duties as required by the Board.
4. Treasurer: The treasurer receives and deposits in appropriate bank accounts all monies of the Association and disburses such funds as directed by the resolution of the Board of Directors. The treasurer signs all checks of the Association; is the keeper of the books of account; causes an annual audit of the Association books by a public accountant after each fiscal year; and prepares an annual budget and a statement of income and expenditures to be presented to the membership in compliance with the civil code, and delivers a copy of each to the Members.
5. Member at Large: The member at large is the fifth member of the Board of Directors and is a voting member of the Board. The member at large fulfills duties as assigned by the President or by the Board.

Being a volunteer member of an HOA board of directors does come with duties and responsibilities. The associations C.C.and R.'s (covenants, conditions and restrictions) and Bylaws set forth the general powers and duties of the Board and the specific limitations upon the Board's powers. The Board of Directors of an HOA generally have the power to adopt and publish "Rules and Regulations" to protect the interests of the homeowners. Each individual board position comes with certain duties and responsibilities.

HOA Board Member's Fiduciary Duties 

The everyday business of most developments, such as managing the money and community maintenance, is usually run by the homeowner association (HOA) board of directors (aka the "Board"). If you live in a PUD or joint interest development, serving on the board can help maintain your community's well-being. But, to operate responsibly and avoid potential legal liability, you must know your fiduciary obligations as an HOA board member. Breach these fiduciary duties, and you could face personal liability for your actions or errors.

State corporate law dictates the fiduciary duties of Florida HOA board members. Most Florida HOAs are nonprofit corporations formed by filing articles of incorporation with the State of Florida. Recognizing that a corporation's board members serve in a position of trust, the state corporation law imposes a fiduciary duty on the corporation's board of directors, requiring them to act in its best interest.

Subject to some limitations, this fiduciary duty applies to HOAs, though they are typically nonprofit corporations and even though HOA board members are usually volunteers.

A board member's fiduciary duties involve three essential components:

• The duty of care
• The duty of loyalty, and
• The duty to act within the scope of its authority.

HOA Board Members' Duty of Care: To meet the duty of care, an HOA board member must make informed decisions, which might require some research before acting or voting on an HOA matter. For example, before fining a homeowner for a rule violation, board members must familiarize themselves with the association's CC&Rs, and the details of the situation.

HOA board members must also act reasonably and sensibly, using sound business judgment and avoiding arbitrary or volatile. For example, board members can't issue a fine against a homeowner for painting a home red just because they don't like that color if it is not a violation of HOA rules about house paint color.

HOA Board Members' Duty of Loyalty: The duty of loyalty requires that HOA board members are loyal to the HOA and act fairly and reasonably, in good faith, in the interest of, and for the benefit of, the HOA as a whole, rather than making decisions based on any of their personal interests, or for their personal gain.

HOA board members should also avoid acting where there is a conflict of interest. For example, board members selecting landscapers for the common property should not award those contracts for landscaping to family members or friends. For example, a board member who owns a purple house should not participate in a board vote on whether or not to allow pink and purple homes in the development because it is a conflict of interest.

HOA board members must protect members' confidentiality and not divulge information provided in confidence. For example, suppose a homeowner confides in a board member about his impending home foreclosure to arrange a payment plan for HOA dues. In that case, the board member should not disclose the information to a friend or neighbor.

HOA Board Members' Duty to Act Within the Scope of Authority: This duty requires the HOA board to perform the jobs it's obligated to do but forbids the board from making decisions or acting on matters without the proper authority. The power of an HOA comes from its obligations under state laws and the authority granted to it in the development's governing documents.

To ensure the board meets the obligations it is charged with, all board members must know what duties are required. Review Florida state law and the HOA's governing documents, specifically the articles of incorporation and bylaws, and your development's CC&Rs to determine the HOA's obligations and the extent of its authority. For example, if Florida state laws or governing documents do not grant your HOA board the authority to adopt new rules and regulations, any restrictions it adopts about house colors, for example, are most likely invalid.

HOA Board Member's Protection from Personal Liability: HOA board members are understandably concerned about their liability and the possibility of a lawsuit filed against them. Homeowners upset with the HOA can sue the board members individually and the HOA for many reasons, for example, if the HOA fails to maintain a common area properly or discriminates when enforcing a rule.

The best protection against liability is for all board members to take the job seriously. Board members can avoid a breach of fiduciary duty by fully informing themselves before making decisions, ensuring they have the authority to act, and always acting in the best interests of the HOA.

In addition, some forms of protection from personal liability are available from your state law, your development's governing documents, and your HOA's D&O insurance. 

About HOA Insurance That Protects Board Members: Your HOA's insurance can also provide significant liability protection for board members. General liability insurance is not enough, though. Liability insurance protects the HOA from personal injury or property damage claims. Therefore, your HOA should have adequate Director's and Officer's (D&O) insurance to protect board members in claims for the breach of fiduciary duty.

Why an HOA Property Manager is Important

Managing an HOA, particularly a large association, can be challenging. While an HOA board is responsible for this undertaking, board members face some difficulties. They are volunteers with personal and professional lives, so time is generally limited. Board members also don’t tend to have the skills needed for the job since they are volunteers..

That is where an HOA property manager comes in. Also known as a community association manager or a condo association manager, an HOA property manager essentially shoulders most of the board’s burden. But, rather than acting autonomously, the HOA manager works with the board to manage the community. It is worth noting that the HOA manager is not a part of the board.

The Duties and Responsibilities of an HOA Property Manager: An HOA property manager does many tasks that keep the community functioning in good condition. These tasks include common area maintenance, invoicing and collections, financial management, homeowner and board communications, enforcing rules, managing vendors, reporting, board education and assistance, risk management, and administrative duties.

Common Area Maintenance: HOA property managers must ensure all common areas and amenities remain clean and well-maintained. This means conducting site inspections, fielding maintenance requests, and hiring vendors when necessary. Safety is also a top priority, as many things can happen to residents using common areas. For example, any injuries that occur on-site could hold the association liable; the association can be sued since they are ultimately responsible.

Additionally, preventive maintenance is a top priority and is always more critical than corrective maintenance. By following a preventative maintenance schedule, managers can keep structures and equipment functional for longer. It also avoids breakdowns, which can cost the association a lot more money to fix. If any special projects are underway, the manager is responsible for carrying out the contracts, ensuring the project remains on schedule and the HOA stays on budget.

Invoicing and Collections: Homeowners associations collect regular fees from homeowners and use those fees to pay expenses. The HOA property manager is responsible for sending out invoices to homeowners ahead of time and making collection efforts. This includes any collections done online and offline. The manager should also track and manage delinquencies to keep the association and its members in good standing. This could mean imposing late fees, offering payment plans, placing a lien, and initiating foreclosure proceedings.

Homeowner and Board Communication: Communication plays a significant role in the success of an HOA community. The HOA manager is responsible for keeping an open line of communication, whether with residents or the HOA board members. This includes sending out notices on time, expediting the creation and distribution of newsletters, and ensuring residents have easy access to relevant information. It also means answering phones and emails for any concerns coming from homeowners. 

Enforcing Rules: Every HOA property manager should understand the association’s bylaws and CC&Rs, allowing them to enforce the rules consistently, thoroughly, and accurately. For example, part of the job description is performing frequent inspections for violations, sending out violation notices, and organizing disciplinary hearings. The property manager does not have the final say on these matters. Property managers guide the board. They must defer to the board’s decision and implement it accordingly.

Additionally, an HOA property manager should have more than just a working knowledge of the state laws. That doesn’t mean they should be lawyers, but a deep understanding of the federal and state laws that apply to HOAs is critical in ensuring the association keeps out of legal trouble. Some examples of federal laws that apply to HOAs include the Fair Housing Act and the Freedom to Display the American Flag Act.

Vendor Management: Homeowners associations don’t work alone. Often, it is necessary to employ outside help to carry out different functions. For instance, an HOA would need to hire a contractor or a landscaper for repairs. In addition, the property manager would be responsible for preparing requests for proposals (RFPs), helping the board members choose a vendor, coordinating with existing vendors, and ensuring vendors do a good job.

Financial Management and Reporting: For many homeowners associations, financial management is the most challenging aspect of HOA management. An HOA property manager can take over this task. The manager would be in charge of all accounting and bookkeeping. They would also prepare the monthly financial statements for the board’s review. Managers can also help the board plan and stay on budget.

Reserve studies, though, are often outside of an HOA property manager’s expertise. For example, the manager would need to hire a professional but can understand the study. An HOA property manager can also prepare the taxes for filing.

Educating and Assisting the Board: Board members don’t generally have the skills and knowledge needed for successful community management. Fortunately, an HOA property manager can ensure the board understands and implements best practices. They can also help assess the current policies of the community and recommend any changes. After all, some boards create policies on a whim without considering whether or not they comply with state law and the association’s governing documents. In addition, some management companies also offer board education and training programs.

Managing Board Risk: Homeowners associations assume a lot of risks. The property manager’s job is to help mitigate those risks through careful evaluation, planning, and knowledge. For example, a property manager can help the board prepare for the worst-case scenario by determining the possible risks. This also means ensuring the association has the right insurance policies in place.

Administrative Duties: Aside from those listed above, there are several other tasks property managers have to fulfill that are more administrative. These include planning and attending board meetings, reviewing contracts, answering homeowner questions and concerns, after-hours emergency services, organizing events, and maintaining the community website and newsletter.

ADDRESSES IN ASSOCIATION OF POINCIANA VILLAGES, INC.