It is not uncommon to hear an owner or a director complain because another officer of the board did this or that. The role of each officer is limited by the scope of that authority which is defined by their particular title.

For example, the Illinois Condominium Property Act (§18) defines the president’s job as (c) presiding over the meetings,…(d) the secretary shall keep the minutes of all meetings…and (e) the treasurer shall keep the financial records and books of account.

The Illinois General Not For Profit Corporation Act (§108.50) defers to the bylaws as to the role of each officer and neither statute even recognizes the existence of a vice president.

Therefore, unless an association has precisely defined duties set forth in their bylaws, all of the responsibilities of the officers are within the discretion of the board as a whole. Specifically, no director or officer has any greater authority than any other, except that which is specifically granted by the board. These situations leave a lot of room for conjecture and over-reaching. Over the years, conventional wisdom, combined with custom and usage have carved out certain areas of responsibility for each officer.

• President – the president is the chief executive officer of the association. In addition to “presiding over meetings,” the president usually has signatory authority on checks and contracts. The president is generally the contact person for outside parties. The president should define the annual goals and objectives for the association and set the agenda for each meeting. The president should appoint committee members, subject to the advice and consent of the board. The president should be the liaison with the manager, lawyer, accountant and other professionals working with the association. Lastly, the president is the leader of the association and should proactively seek out and recruit future committee members, directors and officers. The president should not be supervising contractors, making decisions without board approval, writing up rule violators or committing the association to spend money not previously authorized by the board.
• Vice President – Most associations have a vice president, even though there is no statutory requirement. Many association bylaws, however, do provide for one. The vice president is primarily responsible for substituting for the president in their absence. Sometimes the vice president is appointed to chair a committee or supervises all of the committees and reports their activities to the board. Generally, the vice president has no defined role unless the board expands the scope of the job.
• Secretary – The secretary is the keeper of the minutes, though not necessarily the “taker” of the minutes. As often happens, the lone female on a board will get coerced into taking minutes and become the secretary. However, the “corporate” secretary is the keeper of the records and the seal. The secretary attests to the other officers’ signatures on legal documents. A number of the secretarial duties are delegated to the property manager, such as maintaining the books, keeping member lists up to date, sending out correspondence, etc. Many associations employ a stenographer or a volunteer to record the minutes as opposed to the board secretary. Again, it is up to the board to define the secretary’s role beyond keeping copies of all minutes of the board and a list of the owners.
• Treasurer – The functions of the treasurer are generally incorporated into most professional management contracts. When this occurs, the treasurer’s role can be largely ceremonial or they can take an active role in different areas. The treasurer can be the “chief financial officer” of the association; signing checks, heading the budget committee, making recommendations to the board from time to time on decisions that affect association finances. The treasurer should be familiar with all of the critical areas of financial responsibility such as collection of assessments, paying bills in a timely fashion, liaison to the auditor and setting reserve limits. Outside of what responsibilities the board delegates, the treasurer should not be making financial decisions without obtaining board approval and should definitely not be doing the accounting, even if that is their chosen profession. It is important to preserve independent financial judgment.

Overall, the rule governing officers and directors is that the “whole is only as great as the sum of its parts” and the “parts” are not permitted to engage in independent action unless specifically authorized by the board of directors. Each officer should have a defined job and a limited scope of authority. If each officer and the other directors have specific responsibilities and they carry them out in a timely fashion, the board will work very efficiently.

No one director is any more powerful than any other, regardless of their title, and it is critical that everyone understand this.

Originally published as “Published as State rules govern actions, role of association officer” (January 30, 1999).

Since 1983, KSN has been a legal resource for condominium, homeowner, and townhome associations. Additionally, we represent clients in real estate transactions, collections, landlord/tenant issues, and property tax appeals. We represent thousands of clients and community associations throughout the US with offices in several states including Florida, Illinois, Indiana, and Wisconsin.

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