Section 4.1 — Designation
The principal officers of the Association shall be a President, a Vice President, a Secretary, and a Treasurer, all of whom shall be elected by and from the Board of Directors. The Directors may appoint from the Board such other officers as in their judgment may be necessary or desirable. Two or more offices may be held by the same person, except that one person may not hold the offices of President and Secretary simultaneously.
Committee Notes
Officers are elected from within the board — they are directors first. The prohibition on one person holding both President and Secretary simultaneously is a basic check: the president chairs meetings and sets agendas; the secretary records them. Combining these creates a single-person record of what was decided. This section is under active review.
Section 4.2 — Election of Officers
The officers of the Association shall be elected annually by the Board immediately following the annual meeting, or at any other meeting of the Board held for such purpose. They shall hold office at the pleasure of the Board.
Committee Notes
Annual officer elections reset accountability each year. "At the pleasure of the Board" means the board can remove an officer at any time by majority vote (see Section 4.3) without owner involvement — officer removal is a board matter, not a membership matter. This section is under active review.
Section 4.3 — Removal of Officers
At any regular meeting of the Board or at any special meeting of the Board called for such purpose, upon an affirmative vote of a majority of the members of the Board, any officer may be removed, either with or without cause. A successor to the removed officer may be elected at any such meeting. Removal from office under this Section shall not have the effect of removing the Director from the Board.
Committee Notes
Officer removal is separate from director removal — removing someone as President does not remove them from the board. This distinction preserves the director's elected status while allowing the board to reassign officer responsibilities. Removal requires a board majority vote. This section is under active review.
Section 4.4 — President
The President shall preside at all meetings of the Association and of the Board and shall have all powers and duties usually vested in the office of the President, including such other duties as may be prescribed by the Board.
Committee Notes
The President presides at both board meetings and owner meetings. See Article II Section 2.15 regarding the open question of whether a member advocate or neutral chair should preside at owner meetings rather than the board president. This section is under active review.
Section 4.5 — Vice President
The Vice President shall perform the duties of the President when the President is absent or unable to act, and shall perform such other duties as may be prescribed by the Board.
Committee Notes
Standard successor provision. This section is under active review.
Section 4.6 — Secretary
The Secretary shall keep the minutes of all meetings of the Board and of the Association and shall have custody of the business records of the Board and the Association, other than financial records kept by the Treasurer. The Secretary shall also perform such other duties as may be prescribed by the Board.
Committee Notes
The Secretary is the custodian of the association's non-financial records. Minutes, correspondence, and governance records flow through this role. See Article II Section 2.15 regarding the recording obligation at owner meetings. This section is under active review.
Section 4.7 — Treasurer
The Treasurer shall have responsibility for Association funds and securities, shall be responsible for keeping full and accurate accounts of all receipts and disbursements in books belonging to the Association, and shall be responsible for the preparation of all required financial statements, audits, and tax returns.
Committee Notes
The Treasurer has direct responsibility for financial accuracy, audits, and tax compliance. Given that the managing agent often handles day-to-day financial tasks, the bylaws should clarify how Treasurer oversight duties interact with managing agent responsibilities. This section is under active review.
Section 4.8 — Other Officers and Employees
Other officers of the Association and any persons employed to assist the officers shall have such authority and shall perform such duties as the Board may prescribe within the provisions of the applicable statutes, the Declaration, and these Bylaws.
Committee Notes
Catch-all provision for additional officers and staff. Any additional authority granted must stay within governing documents and applicable law. This section is under active review.
Section 4.9 — Compensation
No Director shall receive compensation for serving as a Director but may be reimbursed for actual and reasonable expenses incurred in connection with administration of the affairs of the Association.
Committee Notes
Board service is voluntary. Expense reimbursement is permitted; compensation is not. This provision protects the association from directors voting themselves pay. Any expense reimbursement should be documented and subject to board approval. This section is under active review.
Section 4.10 — Conflicts of Interest
This Section will apply if and only if the Articles are amended such that this paragraph would not conflict with the Articles; however, nothing in the Articles or this paragraph will be construed as permitting Director behavior that would conflict with the Act or other applicable law with respect to duties owed by Directors.
Nothing in the Association's governing documents shall be construed to authorize the Association or the Board to enter into any contract, employment, or other transaction between the Association and one or more of its Directors or any other corporation, firm, association, or entity in which one or more of its Directors are directors, officers, or financially interested.
Any such contract, employment, or transaction shall be void unless, after the fact of such relationship or interest is disclosed or known to all of the Owners entitled to vote, such contract, employment, or transaction has been authorized or approved by Owners holding a majority of the voting power of the Association, excluding any interested Directors and the votes of the Units of which they are Owners, and the contract, employment, or transaction is fair and reasonable to the Association. Directors shall disclose any conflict of interest they may have and shall refrain from voting on any matter for which such a conflict of interest exists.
Committee Notes
Strong conflicts-of-interest provision. Interested-party transactions require full owner disclosure, majority approval (excluding the conflicted director's votes), and must be fair and reasonable to the association. The conditional applicability ("if and only if the Articles are amended") is a technical flag requiring follow-up: does the current Articles language conflict with this section? The committee recommends resolving this conditionality before adoption. This section is under active review.