To our Board of Directors and Residents,
We have provided this information in order for our Board of Directors to understand the duties and responsibilities that have been bestowed upon them.
First, they must understand the definition of two words.
Responsibilities and Duties
Directors are responsible and Officers have duties. They both have fiduciary obligations to the members.
When a member accepts a position as a director and/or officer, there is a presumption that the member has knowledge of the responsibilities and the duties of the office. Directors are not excused if they perform illegally on the grounds of ignorance or inexperience. The director’s duties must be performed with the responsibility and care that an ordinary prudent person should exercise under similar situations.
Directors cannot delegate responsibilities to others; they must establish policies and duties for others such as officers and managers.
In some communities, the officers seem to take control of the directors and perform without the directors’ participation.
When this happens, if the directors do not correct or refute the action, in the eyes of the laws, it is assumed that the directors assented to the action.
Many times presidents feel that their position as an officer give them all powers over the board of directors, not true.
There is a saying that directors serve from annual meeting to annual meeting and presidents serve from board meeting to board meeting. By this saying, it means that the board of directors can replace the officers, including the president, at any properly called board of directors meeting.