PRIMER: BOARD OFFICERS, P.2

Vice President

The vice president typically has no specific duties until the president is absent or unable to act. In those cases, the vice president is given the powers to perform the duties of the president. The bylaws do not often give any further responsibilities to the vice president.

Treasurer

The law does not define the responsibilities of the treasurer, but bylaws typically give the treasurer the responsibility for the care and custody of all funds collected by – and securities owned by – the co-op or condo. The treasurer of a co-op is also often given the job at the end of the year of providing each shareholder with a year-end statement as to the taxes and mortgage interest paid by the cooperative corporation and allocated to the individual shareholders.

However, the reality is that the treasurer does not handle these matters. Typically, management does. Therefore, the bylaws should be rewritten in most co-ops to provide that, to the extent determined by the board, the duties of the treasurer shall be handled by management.

What does the treasurer do? In most co-ops, he/she is the board's liaison with the accountant, and at best is responsible for the oversight of financial matters handled by the accountant. For example, first drafts of budgets or annual financial statements may be given to the treasurer for a review even before presentation to the entire board. In a small percentage of co-ops and condos, the treasurer gives the financial report at the annual meeting -- although that's usually left to the accountant. In fact, generally few board members have the training, education and experience to truly take on the traditional tasks of a corporate treasurer.

Secretary

The BCL is silent on a description of what a secretary should do. However, bylaws typically list duties that include:

• Taking the minutes at meetings of shareholders and directors, and maintaining all minutes and other historical corporate records.
• Serving all notices of the corporation.
• Keeping the corporate seal (and affixing it when necessary).
• Keeping the shareholders' record books, which include the names, addresses and number of shares of each shareholder.

In short, the job of the secretary is to be a scribe and custodian. Yet in real life, minutes are often kept in management's office, and the records of shareholders are likewise held by management. Even notices are given by the management. So what duties are actually undertaken by the secretary today in New York? Often the only responsibility of the secretary is to take the minutes at the board meetings.

Any secretary of a housing company should be careful how the minutes are taken. Technically, the only items that need to be in the minutes is a list of those in attendance, motions that were made and whether they passed.

Minutes with "he said…" and "she said…" are not required, and in fact discouraged: Too much detail can lead to problems if, for example, sensitive issues or litigations are being discussed. It is strongly advisable for the secretary of a housing company to consult with an attorney if he/she has any doubt in regard to the issue of what should be in the minutes.

Finally, the secretary at each meeting is supposed to read the minutes of the previous meeting. The minutes are then supposed to be approved by, generally, a voice vote. Many co-ops and condos don't bother to do this, and that can lead to problems.

Other Tasks

Bylaws often mention other tasks for which the officers may be responsible. Co-op bylaws usually state that the stock certificates must be signed by two officers: the president or vice president and the secretary or treasurer.

The bylaws may also state who is supposed to sign certain documents. For example, it is not unusual for a requirement that two officers (without naming which ones) are supposed to sign any promissory notes.

Finally, a fairly common bylaw provision is one that requires all officers to be directors except for the assistant secretary, who may be an employee of management. The reason is simple. If the secretary is not available, that person may sign documents for the housing company as well as certifications in regard to actions of the board.

The role of the officers of any co-op or condo and their duties are included in the housing company's bylaws. Therefore, there are no particularly correct or incorrect descriptions of the jobs of the officers. Every co-op or condo is different, and the responsibility of the officers can vary greatly.

Illustration by Liza Donnelly 

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