Getting A Jump On
The Learning Curve
(This
article can be used by Community Managers to help educate new
Board Members after election to the Board of Directors)
I
was provided the following recap of a Board member's first meeting,
one that he now laughs about years later. Do you remember your
first Board meeting after being newly elected to your Association's
Board of Directors? I do. I arrived at the Board meeting with
at least two pounds of paper provided by the management company,
Association committees, legal counsel, and the Association's
auditors. The agenda was packed with important decisions that
I was expected to make with my vote that evening which would
have a direct effect on the owners' standard of living, the Association's
budget, and the community's physical facilities. Following Robert's
Rules of Order, the Chair quickly began the meeting because the
agenda was full and Board members, after working all day at their
jobs, had no desire to be at the meeting until Midnight.
The
first agenda item was the approval of a $100,000 landscape contract
for the coming year. After the motion was made and seconded,
the Chair asked for discussion. Because I had no background on
the issue, I had two choices: (1) listen and learn at the meeting,
or (2) enter into discussion with the rest of the Board members,
who already had four months' worth of background on the issue.
Tentatively, I asked the first question. "Has anyone looked
at the specifications upon which the bids were based?" The
response from the chair was, "we looked at this with the
Landscape Committee over three months ago and approved the specifications." In
other words, the underlying message was "don't waste our
time rehashing the past, let's get on with the decision." Then
I had two choices: be intimidated for the rest of the meeting
or angry that my voice was not heard. I was not comfortable about
fulfilling my fiduciary responsibility to those who elected me
by casting my vote without proper knowledge of the issue. My
first board experience became a negative one.
This
scenario happens time and again with new Board members. In reality
it takes a minimum of three Board Meetings to find out how things
operate, to find out all of the background information, as well
as becoming familiar with the pending business of the previous
Board.
One
of a number of ways to orient new board members is to provide
a structured New Board Member Orientation, which includes both
written documentation and a verbal presentation by the President
of the Association, assisted by the current and outgoing board
members, the Association's legal counsel, insurance agent, auditor
and management agent and/or general manager.
The
written orientation package should include the Association's:
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legal
documents, along with current rules and regulations,
articles, bylaws, CC&R's
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the
budget and replacement reserve schedule
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the
previous year's audit
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current
financial statement
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the
past six months Board meeting minutes
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a
copy of all major contracts (especially the management
agreement)
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the
Association's organizational structure including
names, addresses and telephone numbers of board members
and committee chairs
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a
copy of the Association's insurance certificates.
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Verbal
presentations should be made by the Association President, legal
counsel, insurance agent, auditor, and the management agent or,
in the case of professional on-site management, the general manager.
If your community is self managed, without staff, the President
of the Association should handle this section.
The
President of the Association should review how:
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the
Board functions between Board meetings
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the
Board functions at the Board meeting
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the
Association committees function
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the
lines of communication and reporting are handled
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the
Board members should prepare for Board meetings
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The
President should be prepared to discuss the use of Robert's Rules
of Order at the Board meetings, explain who is responsible for
tasking management, who is the liaison with legal counsel, and
the dress code expected at the business meeting of the Board.
A calendar of Board meetings and other regularly scheduled meetings
for the upcoming year should be provided. Finally, and most importantly,
the President should review the background of any outstanding
issues that the current Board is working on and what the status
of that issue is so the new Board member has background information.
Legal
counsel should discuss the legal requirements of state law, the
Association's legal documents that affect Board members, the
fiduciary responsibility of each board member, what issues can
and should be discussed in executive session, the delinquency
process adopted by the Association, the architectural or covenant
violation process, and an overview of any current or pending
litigation.
The
Association's insurance agent should provide an overview of all
insurance policies of the Association including deductibles.
Attention should be given to the fidelity bond insurance coverage
of the Association and management agent, if any, and most importantly,
the directors and officers liability insurance, with specific
attention as to whether or not the insurance covers employee
litigation, defense costs and awards.
The
auditor should discuss the current financial condition of the
Association as well as any outstanding audit-related issues.
Last,
but not least, the management agent or general manager discusses
the contents of the management agreement, the role of management
as an information resource, the operational structure of the
staff, supervisory structure, the budget process, and the financial
statement. The manager can conduct a special orientation with
new board members and the accountant to explain the financial
statement in detail, including Association investments, then
respond to any questions regarding the reports. Finally, the
manager informs the new board members to contact him/her prior
to the Board meeting to ask questions regarding agenda items.
For
those of you who have been Board members for some time, imagine
how much easier it would have been for you if you had this orientation
before your first board meeting. In fact, why not schedule the NEW
BOARD MEMBER ORIENTATION as your last act before adjourning
the Board Meeting immediately prior to the Association's annual
meeting? There's no time like the present!
Association Times' Staff Writer
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