Roles and Responsibilities

Chatham Woods Home Owners’ Association

Management and Governance Roles and Responsibilities

Approved 15 February 2018

Vermont Property Management Associates

• Communications with homeowners (meeting notices, etc.)

• Homeowners contact PMA directly regarding minor items

• Accounting— receives monthly fees and pays expenses

• Maintenance (minor items directly; larger items require Board approval)

• Contracting (bids, relationships)

• Stormwater and State filings

Board (also see Bylaws)

• Fiduciary responsibility for the HOA (budget preparation, financial oversight of operating budget, planning for and management of strategic reserves)

• Development and approval of policies (Rules and Regulations), in consultation with homeowners

• Responsible for liaison with insurance provider and for ensuring that coverage meets bylaw requirements

• Communications with homeowners (agendas for Board meetings and annual meeting of Association; invitations to social events; other special communications)

• Working with property manager, ensure compliance with State and Town regulations, (stormwater permit, etc.)

• Approval of contracts

• External relations (Town, State, neighboring HOA’s, etc.)

Treasurer

• Does not write checks or have access to any accounts

• Monitors monthly details (revenue and expense) provided by PMA

• Reports at each Board meeting (detailed financials starting in June)

• Budget preparation, working with vendors, committee chairs, Board beginning in late fall

• Prepares EOY projections, arranges for transfer to capital reserves account after year end

• Monitors capital reserve account, serves as liaison to investment adviser

• Performs several services not necessarily associated with Treasurer position: web site, liaison to insurance (to be assumed by a Board member)

Landscape Committee

• Works with contractor to ensure that front gardens are maintained

• Work with and monitor contractors’ work on lawns and gardens

• Review side/back garden plans from homeowners; recommend approval or not to Board (which makes final decision)

• Develop landscape guidelines

• Perform spring walk-around to identify landscape maintenance needs; also work with forester to perform forest analysis

• Communication as needed with homeowners (drought, etc.)

• Four-member committee felt to be right size for effective work and communication; open to rotation

Maintenance Committee

• Analyze maintenance needs and recommend remediation methods

• Prepare “should cost” estimates; then get quotes through PMA; varying degrees of detail in specifications

• Work with contractors to specify work and review contractors’ work on maintenance items (painting, steps, repairs, etc.)

• Initiate April email asking homeowners about perceived maintenance needs for their unit. Then perform May walk-around of every unit to prepare comprehensive list of summer maintenance projects

• Twice-a-year email to homeowners about their maintenance responsibilities and recommendations

• As with Landscape Committee, four-person size best for effective work and communication; open to rotation

Governance and Management Processes

This overview of Association governance and processes is intended to provide a common understanding, among all of us, of how our volunteers work together and the legal context for their work.

It is helpful to think about this from two perspectives: legal and operational. We work in a way that most non-profit corporations work: Board with overall legal responsibility, but with delegated operational responsibility.

Formally and legally (State Statute, CWHOA Declaration, CWHOA Bylaws) the Board represents the Association, and it is insured through the Association's insurance policy. Legally and operationally, the Board is responsible for contracting.

Operations Context

Operationally, the Board delegates work to committees and the Property Manager but remains responsible for it. In the case of contracting for lawn care service, as an example:

1. The Board asks the Landscape Committee (LC) to generate a Request for Proposals (RFP) or at least specifications for the work the Community expects to be done.

   1. The Board reviews the resulting RFP/spec and amends it if it think it's needed.

2. The Board asks the Property Manager to review the RFP/specification with LC to fill any missing elements and resolve ambiguities and to develop and review a list of qualified contractors.

3. The Property Manager solicits and compiles bids, answering contractor questions or passing those along to the LC or Board, as appropriate.

4. The LC reviews bids and presents the review and a recommendation to the Board.

5. The Board reviews the recommendation and selects a preferred contractor, then authorizes the Property Manager to contract for services.

6. As our "managing agent", the Property Manager handles contract signing and returns a copy of the contract back to Board for its information.

In a large non-profit (e.g., a university), the Board delegates a good deal of authority for day-to-day contracting to the administration (senior officers), but it is still responsible for decisions about major contracts. We function in a similar way but on a much smaller scale. The work flow outlined above is pretty standard. It maintains Board authority and responsibility while delegating much of the detailed work to committees or management.

Legal Context

It may be helpful to review some of the legal context for the process outlined above. Most of the references cited below are available or linked-to from the CWHOA web site, but an overview is a bit less daunting.

• CWHOA derives its authority from State Statutes and the CWHOA governing documents (Declaration and Bylaws). We're a "Vermont domestic non-profit corporation" incorporated September 12, 2003. (You should have received a copy of the Certificate of Incorporation with your Homeowner's packet when you purchased.) That’s the legal context for our existence.

• All owners agreed to be bound by the Association's Declaration and Bylaws as a condition for purchasing a home here.

• We are subject to the State Statute Title 27A governing planned communities. The requirement for an association and board are stated in "§ 3-101. Organization of unit owners' association" in that Title and 3-103 (“Executive Board and Officers”).

• As stated in the CW Declaration, we are a "Common Interest Ownership Community" of the "planned community" type in that Title 27A, not the "condominium" type.

• By "§ 3-102. Powers of unit owners' association", the association:

  • (3) may hire and discharge managing agents and other employees, agents, and independent contractors;

  • (5) may make contracts and incur liabilities;

• The Board's authority derives from the statutes (§§ 3-102, 103) and Bylaws Section 3.

  • “Section 3.02. Powers and Duties. The Executive Board shall have all of the powers and duties necessary for the administration of the affairs of the Association and may do all such acts and things as are not prohibited by the Act, including the following: [relevant items]

    • Provide for the operation, care, upkeep and maintenance of all of the property and services of the Planned Community.

    • Delegate, designate, hire and dismiss the personnel necessary for the maintenance, operation, repair and replacement of the Common Elements and provide services for the property and ...

    • Appoint standing committees to assist the Board in the administration of the Planned Community.”

  • “Section 3.03. Managing Agent. The Executive Board may employ for the Common Interest Community a ‘Managing Agent’ at a compensation to be established by the Executive Board ...”