§ 3-103. Executive board members and officers
(a) Except as otherwise provided in the declaration, bylaws, subsection (b) of this section,
or other provisions of this title, the executive board acts on behalf of the association.
In the performance of their duties, officers and members of the executive board appointed
by the declarant shall exercise the degree of care and loyalty required of a trustee.
Officers and members of the executive board not appointed by the declarant shall exercise
the degree of care and loyalty to the association required of an officer or director
of a corporation organized, and are subject to the conflict of interest rules governing
directors and officers, under Title 11B. The standards of care and loyalty described
in this section apply regardless of the form in which the association is organized.
(b) The executive board shall not:
(1) amend the declaration, except as provided in section 2-117 of this title;
(2) amend the bylaws;
(3) terminate the common interest community;
(4) elect members of the executive board, but may fill vacancies in its membership for
the unexpired portion of any term, or, if earlier, until the next regularly scheduled
election of executive board members; or
(5) determine the qualifications, powers, duties, or terms of office of executive board
members.
(c) The executive board shall adopt budgets as provided in section 3-123 of this title.
(d)(1) Subject to subsection (e) of this section, the declaration may provide for a period
of declarant control of the association during which a declarant or the declarant’s
designee may appoint and remove the officers and members of the executive board. A
declarant may voluntarily surrender the right to appoint and remove officers and members
of the executive board before the period ends. In that event, the declarant may require
during the remainder of the period that specified actions of the association or executive
board, as described in a recorded instrument executed by the declarant, be approved
by the declarant before they become effective. Regardless of the period provided in
the declaration, and except as provided in subsection 2-123(g) of this title, a period of declarant control shall terminate on the earliest of:
(A) 60 days after three-fourths of the created units is conveyed to unit owners other
than a declarant;
(B) two years after all declarants have ceased to offer units for sale in the ordinary
course of business;
(C) two years after any development right to add new units is last exercised; or
(D) the day the declarant, after giving notice in a record to unit owners, records an
instrument voluntarily surrendering all rights to control activities of the association.
(2) [Repealed.]
(e) At least one-fourth of the members of the executive board shall be elected by unit
owners who are not declarants within 60 days after one-fourth of the created units
is conveyed to owners other than a declarant. At least one-third of the executive
board shall be elected by unit owners who are not declarants within 60 days after
one-half of the created units is conveyed to unit owners other than declarants.
(f) Except in elections pursuant to subsection 2-120(e) of this title, before the termination of declarant control, the unit owners shall elect an executive
board of at least three members, of which a majority shall be unit owners. Unless
the declaration provides for the election of officers by the unit owners, the executive
board shall elect its officers who shall take office upon election or appointment.
(g) A declaration may provide for the appointment of specified positions on the executive
board by persons other than the declarant during or after the period of declarant
control. It also may provide a method for filling vacancies in those positions, other
than by election by the unit owners. However, after the period of declarant control,
appointed members:
(1) may not make up more than one-third of the board; and
(2) have no greater authority than any other member of the board. (Added 1997, No. 104 (Adj. Sess.), § 3, eff. Jan. 1, 1999; amended 2009, No. 155 (Adj. Sess.), § 26, eff. Jan. 1, 2012.)