Duties of officers are clearly defined

Posted1/4/2014 12:22 AM

Q. What are the roles of the various officers of an Illinois condominium association or common interest community association?

A. The president, secretary and treasurer are offices required by both the Illinois Condominium Property Act and by the Common Interest Community Association Act. The governing documents -- declaration or bylaws -- for some associations also provide for the office of vice president.

Members of the board are elected by the unit owners. However, the officers are elected by the members of the board from among the members of the board.

If the bylaws permit, any two or more offices may be held by the same person. Otherwise, each officer position must be filled by a different board member.

All officers, as between themselves, have the express authority and perform the duties in the management of the property and affairs of the association, as may be provided for in the governing documents of the association, or as may be determined by resolution of the board. Such a resolution cannot be inconsistent with the governing documents. However, there are certain duties and implied authority recognized by the common law from time to time.

Here's a summary of the role of each of the officers of an association.

•President: The president of the association presides over the meetings of both the board of managers and of the unit owners, and determines the agenda for board meetings. The president carries out the decisions of the board and executes amendments to the governing instruments on behalf of the board. Coming as a surprise to many, note that the president does not inherently have any greater authority or decision-making power than any other board member. Nonetheless, many boards "delegate" day-to-day decision making to the president. Most do this informally based on a misunderstanding of the president's customary role; however, the appropriate way to accomplish this would be by way of a resolution adopted by the board.

• Vice president: In the absence of the president, or when the president is unable or refuses to act, the vice president performs the duties of the president. When so acting, the vice president has all the powers of, and is subject to all the restrictions imposed upon, the president. The vice president also performs other duties from time to time that may be assigned to him by the president or by the board.

• Secretary: The secretary is the keeper of the books and records of the association, and is the keeper of the minutes of all meetings of the board and of the unit owners. Note that the secretary need not be the person who physically takes the minutes at meetings. The board may appoint a "recording secretary" for this purpose. The "recording secretary" does not have to be a member of the board or of the association, and there are professionals who provide this service. The secretary certifies meeting minutes and resolutions of the board and unit owners as being true and correct. Often, the secretary is the officer who mails and receives all notices on behalf of the association. Many of the duties of a secretary are performed by a professional community association manager.

• Treasurer: The treasurer keeps the financial records and books of account of the association. Depending on the governing documents, the treasurer may have charge and custody of and is responsible for all funds and securities of the association, receives and gives receipts for moneys due and payable to the association from any source whatsoever, and deposits all such moneys in the name of the association in such banks, trust companies or other depositories as provided in the governing documents. Many of the duties of a treasurer are performed by a professional community association manager.

• David M. Bendoff is an attorney with Kovitz Shifrin Nesbit in Buffalo Grove. Send questions for the column to him at CondoTalk@ksnlaw.com. The firm provides legal service to condominium, townhouse, homeowner associations and housing cooperatives. This column is not a substitute for consultation with legal counsel.

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