hrca delegates and directors duties

HRCA Delegates’ and Directors’ Duties,

Responsibilities, and Expectations

Basis

Community Declaration (CC&R’s) Covenants, Conditions, and Restrictions Recorded against every Privately Owned Site Contract between Owner and the HRCA Supplemental Declaration Articles of Incorporation Bylaws

Terms

Duty: binding legal obligation

Power: ability to accomplish objective

Liability: corporate and/or personal

Delegate ResponsibilitiesCommunity Declaration

Delegates elect Directors One vote for each privately owned site Serve as Delegate for a District Authorize the Board of Directors to convey property with 2/3

voting approval Authority to approve increase in the assessments greater than

120% from preceding year with 2/3 voting approval

Delegate ResponsibilitiesCommunity Declaration

Authority to approve increase in Maximum Common Assessment (cumulative CPI based) (2/3 voting approval)

Authority to approve Special Assessments for capital expenditures (2/3 voting approval)

May amend the Articles of Incorporation May Amend the Bylaws

Delegate Expectations

Attend Annual and Special Meeting of Delegates Attend monthly Delegate Meeting Read updates and HRCA Newsletters Represent their District

Director Duties and Powers

Acting through the Board, HRCA shall have these duties and powers:

Duties: Accept property and facilities from Declarant Pay taxes Maintain casualty insurance Maintain liability insurance Obtain fidelity coverage for persons handling cash

Directors’ Duties

Other insurance (e.g. workers’ compensation) Prepare budgets Levy and collect assessments Provide audit Assist Architectural Committee as outlined in Article X. Follow all applicable local, State and Federal Laws

Director Power

Acquire property and construct improvements

Adopt rules and regulationsEnforce the Declaration and rules and regsProvide Public FunctionsProvide special services for membersCharge for facilities and servicesGrant easements

Director Power

Convey and dedicate property (with approval of 2/3 Delegate voting power)

Borrow money and mortgage property (with approval of 2/3 of Delegate voting power)

Employ managers Engage employees, agents, and consultants

Director Power

General corporate powers Trash collection Regulate use of HRCA facilities Manage the affairs of the Association Delegate authority but not responsibility

Director Responsibilities (Finance)

Maintenance funds Other funds Deposits Disbursements Common Assessments Funding reserve funds Supplemental common assessments

Director Responsibilities (Finance)

Limitations of assessments (thresholds to exceed requires 2/3 voting power of Delegates)

Annual Budgets Special assessments for capital expenditures (requires 2/3 voting

power of Delegates) Reimbursement assessments Late charges and interest

Director Responsibilities (Finance)

Notice of default and acceleration of assessments Lawsuit to enforce assessments Lien to enforce assessments Estoppel certificates

Director Responsibilities (Architectural)

Appoint Architectural Committee Members Approve Rules and Guidelines Appoint Tribunals for appeals

Hear and make determinations on Tribunal recommendations (improvements to property and non-compliance)

Lawsuits to enforce architectural matters Estoppel Certificates

Director Expectations

Attend monthly Board Working Session Attend Delegate Meetings Attend Board Meetings Attend other meetings (Metro District, Team Highlands Ranch, etc.) Understand Director Roles Represent HRCA at community events and activities Understand Director Roles, Duties, Powers, and Responsibilities Lead Special Projects in support of the HRCA Strategic Objectives

Directors Have Liabilities

Fiduciary Duty Duty of undivided loyalty Conflict of interest Uniform and consistent enforcement of rules Uniform and consistent enforcement of

collections Corporate liability Personal liability