Homeowners and condominium association boards of directors use official resolutions enacted and approved by the directors during board meetings as a key management and administrative tool. The elements that are involved in creating effective resolutions are universal, and they should be known and utilized by all board members for every resolution they put to a vote at an official board meeting.
Resolutions are formal statements created and enacted by an association’s board of directors on its official policies and decisions. They should cover the purpose for the resolution, the action(s) that will follow upon its ratification, and the basis for the board’s authority to make the decision.
Common association resolutions are those covering administrative matters and changes. Based on varying provisions of an association’s governing declaration and documents, these could focus on elections, meetings, amenities, special events, or other aspects of association operations that may require attention.
Other typical resolutions are those affecting association rules, policies and restrictions. These are meant to clarify the duties and rights of the owner members, such as the maintenance of the exterior appearance of homes, pet restrictions, vehicles/parking, and any other issues that may arise as communities evolve.
On rare occasions, boards may need to enact special resolutions to address very specific matters. Decisions concerning individual violations, personnel/vendor changes, litigation, and others may require the use of such a highly specialized resolution.
In developing and drafting resolutions, directors should begin by ensuring that they meet with any and all applicable state and federal laws. Resolutions that conflict with the law can be nullified in court and deemed unenforceable, which could expose associations to legal and financial liabilities. That is just one of the many reasons why it is essential for boards of directors to work in close consultation with highly experienced community association legal counsel.
Qualified association attorneys will also check the association’s own governing documents to ensure the board has the authority to take the actions it plans to take under a prospective resolution. In fact, the written resolution ideally should reference the section of the association’s covenants and bylaws that gives it the power to enact the resolution.
Once the board authority and legality questions are satisfied, directors must carefully consider the exact content and wording for the written resolution. This should cover such information as to the purpose for the resolution, how it will be enacted and enforced, and any other specific details based on the nature of the proposed changes. All board members should become involved and provide their input at this stage to help ensure that all the pertinent details and questions are addressed.
The written resolution should then include information on the board’s authority for the change, the purpose behind it, detailed specifications of the changes to be adopted, and the action plan and enforcement measures to be taken to effectuate the decision. Once drafted, the resolution should be included as part of the agenda for the next board meeting. Depending on the nature of the resolution being adopted, the resolution may be distributed to all of the unit-owner members, who should be encouraged to attend the board meeting in order to provide feedback on the proposal.
Based on the input provided by the owners, resolutions may be edited and clarified during the meeting, or during the ensuing recess and prior to the next board meeting, before they go to a vote of the board.
Resolutions that are passed by the board should be enforced with uniformity, consistency and reason by associations and their property management team. Any questions that may arise regarding the execution and enforcement of a resolution should also be referred to qualified attorneys.
Community association resolutions are used to formalize and clarify an enclave’s policies, procedures and actions. They are essential for the effective governance of private residential communities with owner associations, so board members should work together and consult with highly experienced legal and property management professionals to develop and execute the most effective possible resolutions for all their official actions and decisions.
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