Powers and Duties

The seven individuals on the Board of Directors hold the power to propose policies and directives, which, upon approval by a majority of Directors present at a duly called meeting with a quorum, become official acts of the Board. These include, but are not limited to, establishing or modifying operational rules; establishing dues and assessments; approving liens and foreclosures; approving budgets and other expenditures; approving contracts with service providers for maintenance, repair, and improvements; hiring employees; procuring insurance; reviewing and approving or denying proposed architectural changes by unit owners; and making investment decisions with regard to operational and reserve funds.

The Board also appoints and reviews the work of the four Officers of the Association: The President, the Vice President, the Secretary, and the Chief Financial Officer (CFO). Only a Director may serve as President or Vice President. A Director, or a competent individual who is not a Member of the Association, as the Board may choose, may serve as Secretary or CFO.

The President is the chief executive officer of the Association, overseeing and/or performing the daily work of the Association, which includes monitoring the state of the facilities and amenities; establishing information requirements; gathering necessary information; negotiating with service providers; accounts payable; seeking bids for maintenance work; contract monitoring; supervising maintenance employees; member billing and collections; imposing discipline for rules violations; liaising with the managing agent, attorneys, CPAs, the government, police, and fire department; ensuring compliance with the CC&Rs, By-Laws, local codes, and state statutes; monitoring budget performance; and implementing all directives of the Board. The President also sets the schedule and agendas for Board and Member meetings, and presides over these meetings, ensuring adherence to parliamentary procedures and fair practices. The President establishes and appoints members to Committees to carry out investigative tasks. The President does not have authority, however, to take or delegate actions, or establish policies, that contravene directives of the Board.

The Vice President carries out the duties of the President when the President is unavailable.

The Secretary maintains the records of the Association, including taking notes at meetings and producing the minutes, and receiving and filing correspondence and written reports by Committees and Officers. The Secretary is also generally responsible for managing the administrative business of the Board, such as publishing the agenda and calendar, training new Directors in procedures, and establishing and setting the location of meetings. The Secretary's tasks may be delegated, under supervision of the Secretary, to the Managing Agent.

The Chief Financial Officer (CFO) ensures that accurate financial records of the Association are maintained, and that operational and reserve funds are properly separated and are deposited in accounts in the Association's name. The CFO may also develop and implement financial controls and money handling procedures, and take prudent actions as necessary to maintain liquidity and the value of any Association investments. Some of these tasks may be delegated, under supervision of the CFO, to the Managing Agent. The CFO is sometimes colloquially referred to as the Treasurer of the Association; this is incorrect, however, because the duties of a CFO, both by convention and according to the Association's By-Laws, are broader than those of a treasurer, by including the duties of a controller as well as executive (top-level) management.

Each Director has a fiduciary duty to remain informed about all Association activities, attend meetings, make motions for the Board to take action when appropriate, and deliberate judiciously and vote on all motions made, in order to ensure the Association is meeting its responsibilities and not doing anything it’s not supposed to do, with particular emphasis on staying financially healthy while performing required building maintenance and repairs. Failure to do so breaches the Director's implied duty of care, and is considered negligent. Officers must also fulfill duty of care related to their particular tasks.

Each Director and Officer must also remain loyal and obedient to the Association, meaning any potential conflicts of interest are addressed, work is done in good faith for the benefit of the Association and not the individual serving as Director or Officer, and all work is done for the Association's stated purpose of maintaining the property and promoting harmonious living as described in the CC&Rs.

Remuneration

Members serve as Directors or Officers on a volunteer basis, and are not entitled to any kind of payment, stipend, offset of dues, or other consideration, except for direct reimbursement of actual, necessary, and reasonable expenses incurred. What you do get for serving is the ability to directly influence the affairs of the Association, to protect and promote the value of the land and four large condominium buildings you share in ownership with the other Members.

Liability

Directors and Officers will not be held personally liable for mismanagement of the property or Association funds when it results from mistakes, oversights, decisions that turned out sour, or even a decision everyone might agree was a bad one so long as it was made in a good faith effort to benefit the Association. At worst these would be examples of ordinary negligence, and you as a volunteer are protected by our governing documents from being held financially accountable for this. If someone were to sue you for a mistake you made in performance of your duties on the Board, the Association is required to pay for your defense and pay any judgments.

That said, as a Director or Officer, you could be held personally liabile if you commit gross negligence. This would be where you knowingly and recklessly decided to do something illegal or otherwise patently wrong, such as spending money for something the Board explicitly prohibited, transferring Association funds into a personally owned bank account, engaging in bribery or kickbacks, deliberately avoiding doing work you signed up for, or otherwise purposefully or in bad faith impeding the ability of the Board or agents or employees of the Association to do their work.

Eligibility and Qualifications

To serve on the Board, you must:

1. Be a Member of the Association, meaning you own a unit at Newcastle Manor.
2. Not be delinquent in assessments owed to the Association.
3. Not have been convicted of a crime that would impair the Association's ability to maintain its required fidelity bond.

In addition, you may not serve at the same time as someone who co-owns your unit with you. More detail on qualifications may be found in the Association's Election Rules.

Here are some qualifications you should possess to serve effectively as a Director. These are not formally required, but strongly recommended.

1. Personal and professional integrity.
2. Diligence and resourcefulness.
3. Experience or capability with all aspects of business management. If you are weak in written correspondence, report writing, negotiating, interpreting data, understanding financial reports, making decisions, and solving problems, you may find the position of Director to be overwhelming. Ideally, you have experience on a Board of Trustees for a nonprofit, or a Board of Directors for any kind of business, but this isn't strictly necessary.
4. Time to invest. Even if all you plan to do is attend meetings, you will have to take the time prior to each meeting to read all committee and executive reports so you do not attend the meetings uninformed, which would impede your ability to properly evaluate the work of Association Officers, employees, and agents, and make good decisions.
5. Leadership skills, which are especially important if you plan to be an Officer.
6. Property management experience, particularly residential. This is useful, but it's last on the list, because the above skills can drive a successful term as Director even if you don't have specific experience with property management.

To join, look for a call for nominations during the annual election season (near the end of each calendar year) and submit a candidate nomination form to get on the ballot, or look for special notices of any vacancies and submit an application to the Board to be appointed to the open seat.