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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:

legal documents, along with current rules and regulations, articles, bylaws, CC&R's

the budget and replacement reserve schedule

the previous year's audit

current financial statement

the past six months Board meeting minutes

a copy of all major contracts (especially the management agreement)

the Association's organizational structure including names, addresses and telephone numbers of board members and committee chairs

a copy of the Association's insurance certificates.

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:

the Board functions between Board meetings

the Board functions at the Board meeting

the Association committees function

the lines of communication and reporting are handled

the Board members should prepare for Board meetings

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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