COMPLETE QUESTIONS AND ANSWERS
GRADED A+
◉ What is the role of the secretary?. Answer: 1. Maintains all
association books and records
2. Keeps minutes of all association board and membership meetings
3. Sends notices for board and membership meetings
4. Signs most legal documents for the corporation as the "attesting"
officer
◉ What is the role of the treasurer?. Answer: 1. Acts as CFO of
corporation (Chief Financial Officer)
2. Prepares annual operating budget
3. Confirms that income tax returns are filed and paid
4. Confirms that property taxes (if applicable) are paid
5. Confirms that insurance premiums are paid
6. Processes annual assessments
7. Pays all association bills
,◉ The NPCC (Nonprofit corporation code) imposes a duty of
*BLANK* and a duty of loyalty on board members and officers.
Answer: care
◉ Duty of Care. Answer: Directors and officers must conduct their
duties in a manner that "believes in good faith to be in the best
interests of the corporation." this includes making educated
decisions and voting in a manner that is in good faith
◉ Duty of Loyalty. Answer: Directors and officers must put the
interests of the association above their personal interests, protect
the association's money, avoid undisclosed conflicts of interest, and
avoid competing with the association's interests and opportunities
◉ What is the Business Judgement Rule (BJR). Answer: This is used
by courts to evaluate the decisions of the board of directors. It
requires the board to follow their duties of care and loyalty including
using good faith, common sense, relying on opinions and
recommendations from professionals, and put the interests of the
corporation ahead of individual interests of board members
◉ Conflicts of Interest. Answer: A director has a conflict of interest if
the director or related person to the director:
1. Is party to a transaction with the corp
2. Has a beneficial financial interest in the transaction with the corp
, 3. Is so closely linked to the transaction and is of financial
significance or to a related person that it would reasonably influence
the director's judgement
4. Controls the company with which the association is contracting
5. Controls the umbrella company that controls the company with
which the company is contracting
◉ What would define a "related person" to a director or officer?.
Answer: 1. Spouse
2. Parent
3. Sibling
4. Child or Grandchild
5. Individual within the same home as the director
6. A trust or estate in which any of the above individuals is a
substantial beneficiary
◉ To resolve a conflict of interest.... Answer: -The director with the
conflict of interest must disclose the conflict to other board
members
-The transaction must be approved by: a majority (but not less than
two) qualified directors, a committee empowered by the board to
vote on the transaction, a majority vote of the membership
-A director can still vote on the transaction as long as they disclosed
it prior to the vote to the board. However, they cannot be the tie-
breaking vote. In the event that the director cannot disclose the