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Annual Board Reorganization Meeting
Once a year the TLCA Board of Directors invites the community attorney to address the members on their roles and responsibilities. This took place at the Board Reorganization meeting held in January. Attorney Christopher Farrell, Esq., who represents and advises TLCA, with offices in Waymart, PA, gave the presentation.
The particulars of Attorney Farrell’s presentation include: (1) Roles and Responsibilities – Board members are fiduciaries who steer the organization towards a sustainable future by adopting sound, ethical, and legal governance and financial management policies; as well as by making sure the Association has adequate resources to advance its mission. (2) Fiduciary – involving trust, one in a position of authority who obligates himself or herself to act on behalf of another and assumes a duty to act in good faith and with care, candor, and loyalty in fulfilling the obligation prioritizing the duty to the members, no self-dealing, and acting in the best interest of the community. (3) You are only one vote! – You are one vote of nine. You have no other power unless the Bylaws give you a specific power or the Board votes to give you specific power. Only the President has supervisory power and that is only over the Community Manager. You do not have the power to manage or direct employees. The Chain of Command is – tell the President, the President may address it with the Community Manager, the Community Manager may address it with the employee. (4) Governing Documents – Your Constitution and Bill of Rights. They are 1st The Restrictive Covenants – Primary. 2nd The Bylaws – can’t overrule Covenants. 3rd – The Rules and Regulations – can’t overrule the Covenants or Bylaws. Ninety-five (95) % of the answers to all of your questions are found in these documents. (5) Committees – Advisory only! – No power unless authorized by the Board or Bylaws. Following the presentation and a question and answer period with our Attorney, the Board voted to elect the following for 2021: President, Brian Faller; 1st Vice-President, Mark Ossont; 2nd VP, Rose Kucharski; and Treasurer, Ron Triani.
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The descriptions and duties of the officers for the Board of Directors are written in the TLCA Bylaws, Article X:
ARTICLE X
OFFICERS
Section 1. The officers shall be a President, First Vice-President/Corporate Secretary, and
Second Vice-President/Assistant Treasurer/ Assistant Secretary. The President, the two (2)
Vice-Presidents and Treasurer shall be Members of the Board of Directors. Section 2. The officers shall be chosen by majority vote of the Directors. Section 3. The officers shall hold office during the pleasure of the Board of Directors.
Section 4. The President shall be the chief executive officer; he shall preside at all meetings of the Members and directors; he shall have general and active management of the business; he shall see that all orders and resolutions of the Board of Directors are carried out; he shall direct the Community Manager to send notices of all meetings; he shall execute all bonds, mortgages, and all contracts- subject to approval of the Board of Directors – within the limitations of Article IV, Section 2 (a), (b) and officers and see that their duties are properly performed; he shall submit a report of the operations of the Association for the fiscal year to the Board of Directors and Members at their meetings and from time to time shall report to the Board of Directors all matters within his knowledge that may effect this Association; he shall be an ex-officio Member of all committees and shall have the powers and duties and management usually vested in the office of President in a corporation; he shall appoint all committee chairmen, except as herein provided.
Section 5. The Vice-President designated by the Board of Directors shall perform the duties of the President in his absence. In the absence of a designation by the Board of Directors, in the absence of the President, the First Vice President shall perform the duties of the President, or if the First Vice President is absent, the Second Vice President shall perform the duties of the President.
(a) The First Vice-President/ Corporate Secretary shall be custodian of the corporate seal and shall perform the duties of a Corporate Secretary.
(b) The Second Vice President/Assistant Secretary shall perform the functions of an Assistant Treasurer and an Assistant Corporate Secretary. In the absence of the Treasurer, he shall perform the duties of the Treasurer.
Section 6. The Treasurer, under the direction of the Board of Directors, shall have charge of the funds of this Association and shall cause the same to be deposited in the name of this Association in depositories designated by the Board of Directors; he/she shall pay all vouchers or orders properly attested by the President; and shall make a complete and accurate report of the finances of this Association at each general meeting of the Members, at each regular monthly Board meeting, and at any other time at the request of the Board of Directors. All checks and notes of the Association, other than special accounts used for emergency purposes established by the Board, shall be signed by two officers as follows: the President (or in his absence, the First Vice President), as the first signature, and the Treasurer (or in his absence, the Second Vice President), as the second signature. The Treasurer shall be responsible for keeping proper books of account and cause and annual audit of the Association books to be made by a certified public accountant at the completion of each fiscal year. He/she shall participate in the preparation of the annual budget in conjunctions with the Budget Committee to be submitted to and approved by the Board. Such approved budget shall be made available to the Membership at the second semi-annual general meeting of the Membership held in the fiscal year preceding the fiscal year to which the approved budget is applicable. He/She shall prepare an annual financial statement consisting of a balance sheet and statement income as at the end of each fiscal year. The financial statement for the prior fiscal year shall be made available to the Membership at the first semi-annual general meeting of the Membership held in the next fiscal year.
