Harbor Village Cooperative

Harbor Village Cooperative Board of Director Roles

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Duties of Board President

The President must be a strong leader with a vision for the community and a commitment to open-mindedness and fairness. They must be a positive role model for the rest of the Board Members and provide them with the motivation to work for the betterment of the HV Cooperative.

The President heads a board of volunteer directors and, as such, they:

• Ensures that directors and committees are meeting their assignments and goals in order to run a successful and harmonious community. While the President’s power is defined in the bylaws and policies, his or her real power comes from the strength of the personal relationships they form with board and Coop members.

• Presides at all meetings of the board and of the membership. The President develops the agenda for meetings and passes it along to the Secretary for distribution to the rest of the board and/or the membership. May ask Vice President to preside when unable, and also to provide experience in managing meetings.

• Chairs the meetings, by calling them to order, running them, ensuring that the agenda is followed, limiting discussion to what is essential, according to policies and procedures developed by the board.

• Ensures that the Ground Rules for Participation are followed at every meeting. This function is vital and requires willingness to interrupt side conversations and redirect them.

• Is responsible for the general administration of the guidelines established by the board and the membership. The President performs such duties prescribed by the board or as are necessary to accomplish the objectives of the Coop.

• Acts as one signing directors for the Coop on legal documents and contracts, and typically represents the Coop to vendors, members and the community-at-large.

Most important, an effective president facilitates the process of creating a shared vision for the community, setting goals and an action plan to carry out the wishes and needs of the members. They must identify and prioritize the Coop’s most urgent needs and work to ensure that these needs are met.

Duties of the Vice President

The Vice President presides at all meetings in the absence of the President or at the President’s request. They perform duties delegated by either the board or the President. The Vice President reports on the activities of the President to the board in the absence of the President. Typically, the Vice President is often learning the job so that they are trained and ready to assume the Presidency at the next election. The Vice-President can head one or more of the committees.

Duties of the Secretary

The Secretary serves as the recording director and is responsible for the correspondence of the corporation. As such, the Secretary must:

• Prepare, send and/or post required notices for meetings.

• Take careful and accurate notes at all Board and membership meetings.

• Maintain an official meeting minutes book, updating with approved minutes after each Board and membership meeting.

• Prepare and certify minutes of all Board and membership meetings and enter them into the official meeting minutes book. All approved minutes must be signed and dated by the Secretary to certify their accuracy and approval.

• Provide draft copies of the minutes to the Board prior to the next meeting.

• Present the minutes at all meetings, unless a reading of the minutes is waived.

• Amend minutes as appropriate.

• Read the exact wording of a motion before it is voted upon.

• Prepare, sign and date all approved Community Rules and Bylaws changes. Distribute updated copies to the membership. Keep accurate and detailed records of all changes, including initialing each page of the documents, and signing them on the last page.

• Prepare and send all required Coop correspondence, including the Annual Meeting packets.

• Update and maintain membership and resident lists.

• Maintain all corporate records, other than those assigned to the custody of others.

• Sign official documents, attesting to their accuracy.

• Provide Coop lenders and CASA representative with copies of all required documents, including but not limited to meeting minutes, resident lists, monthly financial reports, tax receipts, year-end financials, and capital improvement plans. Note: The Secretary will have to coordinate with the Treasurer and Operations Manager when gathering many of these documents.

Certain tasks, such as distributing meeting notices, may be done in collaboration with other volunteers, but the Secretary must ensure that the work is done. When a new Secretary is elected, the outgoing Secretary should smooth the transition, turning over all corporate records before the next meeting. The outgoing Secretary also should provide the new Secretary with an overview of responsibilities and review the record-keeping system.

Duties of the Treasurer

Commonwealth Property Management’s dedicated accounting specialist performs much of the daily accounting for the Coop. The Treasurer oversees this accounting specialist’s activities and ensures the daily and monthly accounting duties are completed; A/P, A/R, monthly reporting. The Treasurer communicates with Commonwealth to ensure timely and accurate collection and disbursement of all funds for the resident-owned community (Coop). This includes the review of financial reports, budget reviews, bank statements and returned checks, invoices, records and any and all other financial reports, as required by the bylaws, loan agreements and contractual arrangements.

The Treasurer and Finance Committee are responsible to develop and amend the Past-Due Rent Collection Policy and Procedures for the Coop and ensure that they are applied in a timely and consistent manner. This procedure, as with all policies and procedures, must be reviewed and approved by the Board of Directors.

In most Coops the Treasurer is the Chair of the Finance Committee. They can and should delegate certain tasks and responsibilities to members of the Finance Committee. In cases where the Treasurer is not the Chair, they should conduct a monthly review of any and all reports before they are submitted to the Board for review and approval.

The Treasurer ensures an orderly transition when a new Treasurer is elected and helps them become familiar with all of the functions of that role.

The Treasurer is responsible for assuring that the Annual Financial Items Checklist is carried out.

Always require two signatures on checks (if your contract with the management company calls for Board Member signatures. Some companies sign checks on behalf of the corporation).

Treasurer oversight of MONTHLY tasks:

(whether completed by the financial manager, committee or the Treasurer)

• Rent Collection and recording;

• Timely payment of all Coop expenses, including maintaining a file of invoices and receipts.

• Monthly Past-Due Rent Collection Procedures, including sending the proper letters, negotiating Payment Arrangements, evictions and record keeping.

• Notification of the Board of any significant factors that will affect the bottom line of the Coop’s finances, such as higher than expected expenses and past-due rent collections.

• Reconciliation of all Coop accounts, exercising General Financial Controls, and preparation of a Treasurer’s report for the Board. These reports should also be sent to the Coop’s CASA rep. This task must be coordinated with the Secretary or financial manager, who is responsible for mailing these documents to the appropriate entity.

Treasurer oversight of ANNUAL tasks:

(either by the financial manager or the Finance Committee)

• With input from others, draft the Annual Budget, for Board and member approval prior to beginning of fiscal year

• Conduct, or cause to happen, an Annual Audit or Review of the books, per state laws and the Coop’s loan agreements and the bylaws. Provide annual audits to the board, CASA rep, the Coop’s lenders and other required institutions and entities.

• Complete, or cause to complete, the filing of State and Federal Income Tax Returns, so they are filed within the time required by State and Federal regulations after end of fiscal year.

• File the annual report with the Secretary of State as specified by state law.

• Ensure that the Coop is adequately insured; review and update policies annually, as needed.

• Along with the Maintenance/Operations Director, review and draft a Capital Improvement Plan for Board and member approval. Amend the budget accordingly so that the Coop’s Replacement Reserves are adequately funded and lender requirements are met.

The Assistant Treasurer fulfills the Treasurer’s role in the absence of the Treasurer or as requested. They are often learning the job so as to be elected to be the next Treasurer.

Duties of the Operations Manager

The Operations Manager sits on the Maintenance Committee, works with the property management company, and is responsible for the effective upkeep of park grounds and systems; developing services, standards, emergency and general repair procedures; maintaining a list of qualified tradespeople; obtaining bids, maximizing volunteer contributions, submitting a capital improvements plan and annual projected maintenance budgets. The Operations Manager works with the Maintenance Supervisor and is the line of communication between the park operations and the Board. When not focused on park operations, the Operations Manager serves as a Member at Large.

Duties of Member at Large

Members at Large fulfill duties as assigned by the President or Board. Members at Large support the officer positions of President, Vice President, Secretary and Treasurer. They complete Coop projects as identified by the Board. These positions are key to the Board’s succession development. Members at Large are prepared to temporarily assume officer roles in the case of resignation and in the upcoming election.

The Member at Large role is to represent the Board in the community and represent the community to the Board. Members at Large serve as leadership on new and existing Committees. They support the Committee Chair and members and report on the activities of the Committees. Members at Large identify areas of opportunity in the Coop.

Duties of all Harbor Village Coop Directors (working as one body)

• Attend and participate in meetings.

• Be a positive role model, consistently following all community rules, paying rent in full and on time, ensuring bylaws, community rules, policies, procedures are applied consistently and fairly.

• Act only with authorization from the board and/or the membership.

• Establish, publicize and follow the bylaws of the corporation; amend as needed, in accordance with the existing bylaws of the corporation.

• Establish, publicize and enforce community rules; amend as needed, according to the bylaws.

• Establish a comprehensive set of policies and procedures for conducting Coop business.

• Appoint and oversee core committees, as well as ad-hoc committees, as needed. Provide them with a scope of work as well as guidelines to perform their duties.

• Establish sound fiscal policies, including financial controls that limit opportunities for theft.

• Maintain accurate records, ensure they are stored according to the bylaws of the corporation.

• Exercise loyalty, assuring that the Coop complies with legal and lender requirements and bylaws.

• Exercise duty of care when contracting with outside service providers, such as an auditor, attorney, insurance agent, engineer, etc.

• Develop a workable budget, keeping in mind the needs, requirements and expectations of the Coop.

• Develop and implement a Capital Improvement Plan, and establish a financial plan to fund the improvements. Review every year and revise as needed.

• Act on budget items and determine carrying charges (rent). Collect lot rent and act on any and all delinquencies, according to the approved Past-Due Rent Collection Policy.

• Authorize legal action, as needed, including action against members who do not comply with the rules and/or pay the lot rent and/or fees.

• Ensure that the corporation is adequately insured, including maintaining bond insurance for all members who manage funds in excess of $1000.

• Provide members with clear and concise information about board decisions, Coop transactions, changes in policies and procedures, community rules and bylaws, as well as meeting schedules and community events.

• Support decisions made by the board, whether you agree with them or not.

• Several months prior to the expiration of your term, recruit and train at least one person who would be a suitable replacement for you. Then, at the appropriate time and place, nominate that person for the position.

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