HOA Deciphered
The People of the HOA
Members
- Lot/parcel owners, as recorded with the county, who live within the HOA
- Membership may not be separated from the lot.
- Tenants and guests are not members.
Directors
- Directors serve on the Board of Directors.
- Elected by the members
- There may be no less than three directors in order to constitute a Board of Directors.
- Bylaws do not limit how many directors are allowed to serve at one time.
- Directors are members charged with management of the Association.
- Keep complete records of all activities of the Association
- Supervise all officers, agents and employees of the Association
- Have fiduciary responsibility to members per FL Statute 720.303(1)
- Promote the recreation, health, safety, welfare, common benefit and enjoyment of the owners and occupants of units or lots
- Members may request or petition a meeting of the Board for an item of interest.
- May propose new rules as well as amendments to governing documents
- 2/3 member approval required for adoption of amendments
- Director-at-Large is a term sometimes used for a director that is NOT an officer of the Board.
- Member-at-Large is a term that can create confusion, but is sometimes used when referring to directors (or director-at-large) who are NOT Officers of the Board.
- If the term “at-Large” is used, it is more consistent to use the term “Director-at-Large” since the term “Member-at-Large” could be confused with a member/lot owner.
- In other words, “Director-at-Large” is much more specific in the context of referring to a director.
- For example, Bernath Place Bylaws mention some form of the term “member” 47 times, and a form of the term “director” is used 61 times. However, the term “at-Large” is mentioned 0 (zero) times.
- Terms of all directors are three years, regardless of whether they are an officer or director-at-large.
- There is no special category of directors that is exempt from the three year term.
Officers
- Officers of the Board of Directors
- President, Vice President(s), Secretary, Treasurer
- All officers are directors, but NOT ALL directors are officers.
- The term “director” is sometimes incorrectly exchanged with “officer”.
1. President
- Oversees daily affairs of the Association
- Supervises meetings of members and directors
- Subject to control of the Board of Directors
2. Vice-President(s)
- May be more than one Vice President serving concurrently
- Performs duties as assigned by the President and Board of Directors
- Acts in absence of the President, or upon the failure of the President to act
- When acting as President, has all the powers and is subject to the same restrictions as the President
3. Secretary
- Maintains all records (Meeting minutes, governing documents, etc.)
- Keeps a book of meeting minutes
- Records minutes of Board of Directors and Member Meetings
- Responsible for notice of meetings
4. Treasurer
- Responsible for funds, securities and financial records
- Secretary and Treasurer may be held by the same person
5. Special offices
- Board of Directors may create special offices if they deem it necessary.