(WHAT YOU DON’T KNOW YOU DON’T KNOW)
Directors direct … managers manage. As straightforward as this sounds, it’s actually not all that easy. Once you’ve responsibly taken your place on the board of directors with all the attendant duties and responsibilities that position entails, you quickly realize the weight of the responsibility with which you have been entrusted. There is a lot to absorb and to learn as this process takes place, but the temptation to “get in there and get your hands dirty” is something to behold personally.
There must be a great deal of trust between you and the property management company personnel for you to allow them to manage the association and its assets, while you appear to be taking a “back seat” when you direct as opposed to attempt to manage or micro-manage these things yourself and not “get your hands dirty.”
Direction is actually much tougher to achieve than to simply state it. This “working at arm’s length” requires a substantial degree of restraint on the part of the board member to allow the CAM and staff the latitude to pursue their tasks and achieve the results desired without constant supervision and micro-management by board members.
To accomplish this feat still requires that you become familiar with the intricacies of the specific tasks to be accomplished WITHOUT your direct involvement of the process(es) required.
It also requires a degree of trust by each homeowner for the board member to accomplish what is best described as a level of faith to do the right thing when preserving the value and condition of all the association’s assets. Once again, the concept of fiduciary responsibility comes into play here.
Fiduciary responsibility is a very definitive term that should be foremost in the minds of most association members. It encompasses the concept that “each board member must exercise the care and diligence of an ordinarily prudent person when acting for the community, and requires each of them to act within the scope of their authority.” As stated in Florida Statutes, Chapter 617.0830 — general standards for directors:
(1) A director shall discharge his or her duties as a director, including his or her duties as a member of a committee:
(a) In good faith;
(b) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
(c) In a manner he or she reasonably believes to be in the best interests of the corporation.
(2) In discharging his or her duties, a director may rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:
(a) One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;
(b) Legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the persons’ professional or expert competence; or
(c) A committee of the board of directors of which he or she is not a member if the director reasonably believes the committee merits confidence.
(3) A director is not acting in good faith if he or she has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) unwarranted.
(4) A director is not liable for any action taken as a director, or any failure to take any action, if he or she performed the duties of his or her office in compliance with this section.”
As I alluded to earlier, the association is truly very similar to the needs of a small village or town. There are many moving parts that may require their attention, but must be managed by the CAM, not the board. While being a member of the board of directors does require an investment of personal time to absorb and understand the various topics that come before it along with anticipating future needs and concerns, it is the expertise of the property manager and the property management company that allows the individual member to enjoy their personal retirement and time.
Since no one is an authority on all subjects; it becomes necessary to rely upon those with more knowledge and resources to bring to bear on these types of challenges.
