Do Condo Board Presidents Have More Power Than Vice-Presidents?

In Florida, there are 2 separate entities involved when organizing residential Condominium Associations and HOAs:

Association - All individual unit/property owners are members
Corporation - a not-for-profit entity created so the Association can conduct business, enter into contracts, maintain financial accounts, pay bills

The Association's Board of Directors is elected by owner-members at a properly-conducted election, while the Corporation's Officers are decided by the Board of Directors themselves without an owner vote. The annual election in your Association is to elect candidates to open seats on the Board, NOT to a position within the Board.

In Florida, COA and HOA Boards must follow what is in the Condominium Act (FS 718) or the Homeowners Association Act (FS 720), Chapter 617 (Corporations Not for Profit) AND their own Governing Documents. The ByLaws section of Governing Documents covers Officer authorities and duties.

As the Association's "Executive Branch," the Board collectively votes on all decisions pertaining to Association business. Some legal and financial matters require an owner vote, though most operational decisions can be made with just a Board vote.

A simpler way to understand the difference might be:

Director is an elected position which includes overseeing operation of the Association. Each Director has the exact same authority and "power" when it comes to Association business operations. The Board of Directors makes decisions as a group for the benefit of the entire Association.

Officer refers to a job description within the Board. Effectively operating a residential Owners Association requires the distribution and delegation of administrative duties. In most Florida COAs and HOAs, Directors are also Officers, though an Officer's job description cannot conflict with (or expand) her or his shared authority as a Director.

Many Florida COAs and HOAs run into trouble when an Officer assumes that her or his position on the Board confers more power than it really does. Accepting an Association Officer position places specific duties on an elected Director, without adding any additional authority or power.

Deciding which Director will take which Officer job occurs at the organizational Board meeting held immediately after an election. When a Board of Directors seat becomes vacant due to a resignation mid-term, the Board is empowered to appoint a new Director to serve out the resigned Director's remaining term. In this case, the newly appointed Director's duties as an Officer are usually decided at the next scheduled Board meeting.

In a Florida residential COA or HOA, a property owner can be an Association Member, Director, and Officer - all at the same time.

Keep in mind that immediately upon taking a position on the Board, each Director accepts a fiduciary duty and responsibility to all Association members. Fiduciary duty applies to that person's activities as a Director and an Officer. My previous article on fiduciary duty goes further on this: Fiduciary Duty - Mandatory For Florida Condo & HOA Board Members (thefloridarealestateblog.com)

Florida residential Owners Association Boards usually include these Officers:

President - leader of the Board and spokesperson for the Association; conducts Board meetings as chairperson; signs Association checks and contracts with vendors; direct contact person for the Association's management company. Some Board Presidents are considered CEOs (Chief Executive Officers), meaning they make sure the Board's collective decisions are executed properly.

Vice-President - steps in when the President is not present or unable to participate; assists the President and Board by handling a wide variety of duties contributing to Association operation

Treasurer - monitors monthly financial statements, income and expenses; prepares initial draft of the Association's annual budget for Board discussion and eventual approval; keeps track of YTD expenses in relation to budgeted amounts; delivers a financial report at Board meetings; makes sure the annual Deferred Maintenance Schedule is financially on track with the most recent Reserve Study.

Secretary - records the proceedings (minutes) of Board and Owners meetings; submits them to the entire Board for approval; supervises communication with all owners.

Director At-Large - a Director who does not hold one of the above jobs. Many Florida COA and HOA Boards have 5 Directors, though only 4 named Officer positions.

Most Governing Docs contain provisions that with Board approval, another Director may perform another Officer's duties when needed. Example - a Director-At-Large may take over the duties of a Treasurer who is undergoing medical treatment. Remember the difference between a Director and an Officer.

All Directors have the same level of authority and power. All decisions must be made by the Board as a group.

Unfortunately for the affected owner-members, some Directors of Florida residential COAs and HOAs have attempted to increase Officers' powers within the Association. This has usually been accomplished through owners allowing questionable or improper Board behavior to become accepted practice. Boards have even been known to pursue amending Governing Docs to give Directors and/or Officers more power, which can be pushed through when not enough owners get involved with Association business.

That's it for this week, a quick outline and overview of how Owners Association Boards are structured and how they distribute the workload among themselves. To answer our headline question:

No, Condo and HOA Board Presidents do not have any more power than the other Officers. They have a different job than the others, though no more power.

Remember - the keys to owning and living in a Florida residential Owners Association are education and participation. Learn all you can about your Association so you can participate in the business of running it.

Editor's Note: Christopher Carter is NOT an attorney. He does not give legal advice. For interpretation and application to specific circumstances of anything you read in this article, you must speak with a Florida-Licensed attorney.

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