Please help me interpret this: Subject to any limitations imposed by law, by these amended Articles of Incorporation or by the Declaration, the board of director is hereby authorized to exercise, all the power of the Corp w/o prior authorization or subsequent approval of the members of Corp.
ANSWERS:
It looks like this is a statement in the Articles of Incorporation of the Association. Such a statement in the Articles of Incorporation is unnecessary to confer the appropriate powers on the Board of Directors. The Board’s powers are usually defined in the By-laws of the Association and applicable statutes. The language in the Articles makes the exercise of these powers subject to “any limitations imposed by law [i.e., statutes] or by the Declaration [to which the By-laws are deemed an exhibit].” In other words, it confirms that the Board has the right to govern the Association subject to whatever restrictions are contained in applicable laws and the governing documents of the Association. As such, adding it to the Articles (in its current form) does not increase or reduce any of the powers that the Board already had under the other documents.
Kenneth Jacobs
Smith, Buss & Jacobs LLP
733 Yonkers Avenue
Yonkers, NY 10704
914-476-0600 X4102
It appears to be authorization for the Board to act on behalf of the Association unless otherwise limited by applicable law, the Association’s Articles of Incorporation, or the Declaration.
Sara A. Austin
Austin Law Firm LLC
226 E. Market St.
York, PA 17403
717.846.2246 phone
717.846.2248 fax
saustin@austinlawllc.com
The board of Directors has all powers not expressly addressed,
prohibited or restricted by law, by these amended Articles of Incorporation,
the by-laws or by the Declaration.
Kenneth D. Roth, Esq.
Marchetti Law, P.C.
900 N.Kings Highway, Suite 306
Cherry Hill, NJ 08034
kroth@marchettilawfirm.com
Tel: 856-824-1001
856-414-1800
Fax:267-219-4838
The clause in question is a general grant of authority that empowers an executive board to condsuct the general business of the association. This is not unusual. The rest of the story unfolds in the details that are found in the laws of the state and United States, the Articles of Incorporation and the Declaration.
Edward Zelmanski
Zelmanski, Danner & Fioritto, PLLC
Attorneys at Law
44670 Ann Arbor Road, Suite 170
Plymouth, Michigan 48170
(734) 459-0062 Fax: (734) 459-5313
ezelmanski@zdfattorneys.com
This sentence means that the board of directors is authorized to carry out the duties and responsibilities of the association, except for those decisions (such as election and removal of board members) specifically reserved to the members under the restrictive covenants, by-laws or state law.
Patrick F. O’Dea, Esq.
Nelson Mullins Riley & Scarborough, LLP
3751 Robert Grissom Parkway, Suite 300
Myrtle Beach, SC 29577-6412
Phone: (843) 946-5631
patrick.odea@nelsonmullins.com
www.nelsonmullins.com
Pursuant to the association’s by-laws and applicable law, the board of directors has broad powers and authority to perform all acts and things necessary or proper to manage and operate the affairs of the association and its property. The board is only restricted in that it cannot take any actions which (i) pursuant to the declaration or by-laws requires approval of the homeowners (for instance, some by-laws require approval of the homeowners to borrow money, to expand money in excess of a stipulated amount for improvements, to remove directors, etc.), and (ii) violate applicable law.
Banks Shapiro Gettinger & Waldinger, LLP
Mr. John Harris Gettinger, Esq.
118 N Bedford Rd
Mount Kisco, NY 10549-2553
(914)666-8033
jgettinger@kiscolaw.com
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