Adams Stirling PLC


QUESTION: We recently signed a contract with a management company. The manager informed us that we only need a president and a secretary since the manager would be acting as treasurer. I thought board members were required to fill all three positions and the management company should not be an officer.

ANSWER: Most but not all bylaws require that officers also be directors. In bylaws where no such requirement exists, the board can appoint anyone it chooses to be the association's president, secretary and treasurer. Accordingly, you need to read your bylaws. If they require that your treasurer be a director, then it does not matter what your management company wants, the manager cannot be the treasurer. If, on the other hand, your bylaws are open-ended, the board could make the manager the treasurer. Doing so, however, would not be prudent.

Recommendation: For proper internal controls there needs to be a segregation of duties so as to protect the association. You want a board member to be the treasurer so he/she can look over management's shoulder when it comes to handling the association's finances. If your bylaws are open-ended, it may be time to amend them.

ASSISTANCE: Associations needing legal assistance can contact us. To stay current with issues affecting community associations, subscribe to the Davis-Stirling Newsletter.

Adams Stirling PLC