Real Estate & Property Law

Who Chooses Officers in an HOA?

This question below seems like a simple question to me ... probably because I already know the answer, but to the untrained, or the "tortured", it is not so simple. A reader asks:

"How are the HOA officers decided. Our Property Manager decided which job was given to each elected person. Is this the correct way?"

The real answer is that the Board by majority has the authority appoint the officers unless the governing documents (Bylaws, CC&Rs - in California terms which is aka the Declaration, or the Articles of Incorporation) specify otherwise.

As to the suggestion that the manager chose the officers, and is that okay, the answer is that managers can certainly make recommendations on any matters association related, unless their contract or scope of management is more restrictive, but the bottom line is that unless the documents call for election of officers specifically, by the members, (not to be confused with election of directors), then the Board makes the final decision or, at least, takes responsibility for it. It should be done by motion, second, and a vote recorded in the minutes of the first board (sometimes even called organizational) meeting after the annual election. The reason it makes sense is that the Board members can among themselves choose those best suited for the job, after a discussion of who has what knowledge and who among the directors has the skills and time to properly serve the officer duties.

However, if often appears that managers or one powerful board member chooses. It's all about power in some cases, and simple knowledge and understanding in others. Managers may have more insight about which directors might be capable of doing the duties required. They certainly have more insight than incoming board members, unless those members have taken an active role in HOA affairs.

So, take another look if you have questions about officer appointments. Don't be afraid to address the Board at the owner forum time at an open board meeting, to ask how the officers were chosen.

Full post as published by California Condo & HOA Law on July 19, 2008 (boomark / email).