Purpose

This Board Procedures Manual is the operating manual of the Sommerset Homeowners Association Board of Directors. It exists so that the Board, the directors acting in their individual capacities, the Subject-Matter Subcommittees, and the Association's Management Company all share a single, written, current understanding of how Sommerset does business — who decides what, what authority each delegate has, how money is committed and paid, how vendors are engaged and managed, how rules are enforced, and how the Association protects itself from liability for the conduct of its residents.

It is not a restatement of the Civil Code, the Corporations Code, the CC&Rs, or the Bylaws. Those documents establish what the Association is and what it may do. This Manual establishes how the Association exercises those powers in day-to-day practice.

Intent

Every provision in this Manual is to be read and applied with the same governing intent: act in the best interests of the Association and its members, decisively, efficiently, and within the law. Where two readings of a provision are possible, the reading that better serves that intent — and avoids unnecessary cost, delay, or risk to the Association — is the controlling reading.

Sommerset is a small association with a small Board and a single contracted management company. The volume of operating decisions that arise in any given month far exceeds what can practically be addressed by noticing and conducting a formal open Board meeting for each. The Civil Code does not require that result — and Sommerset's directors will not be served, and the Association's members will not be served, by treating it as if it did. This Manual identifies the specific statutory carve-outs that permit the Board to delegate, to act through Subcommittees, to act through individual directors, and to act through the Officers and the Management Company, and it defines the limits within which those delegates must operate.

Audience

This Manual is written for and binding on:

• The Board of Directors, collectively, as the body that exercises the corporate powers of the Association.
• Each individual director, acting in his or her capacity as a Subject-Matter Director, as a Subcommittee member, or as an Officer.
• The Subject-Matter Subcommittees of the Board, when meeting and when acting on the Board's pre-authorization.
• The Management Company, as the Association's contracted managing agent, when implementing the direction of the Board, the Subcommittees, the Subject-Matter Directors, and the Officers.
• Vendors, contractors, and professional-services providers engaged by the Association, to the extent the Manual sets the rules under which they interact with the Association.

How to Read This Manual

The Manual is organized as a sequence of self-contained chapters. Each chapter governs a defined subject-matter area. Read in order, the early chapters lay the foundation for the later ones; consulted independently, each chapter answers the operational questions within its area without requiring the reader to assemble context from elsewhere.

• Chapter 1 — Decision Authority and the Power to Delegate. The legal foundation.
• Chapter 2 — Subject-Matter Subcommittees: Structure, Charters, and Roster.
• Chapter 3 — The Procurement Cycle.
• Chapter 4 — Enforcement of Rules and Regulations. Draft.
• Chapter 5 — Difficult Residents and Liability Protection. Draft.

Additional chapters will be added as the Board identifies subject-matter areas that benefit from documented standard procedures. The Manual is a living document. The Secretary maintains the master copy.

Where to Find the Manual

The Manual is maintained in two forms. The authoritative editable copies are kept in the Association's records in Microsoft Word format under the Secretary's care. A read-only, mobile-friendly published version is available at SommersetBoard.pro for the directors, the Management Company, and other authorized readers.

Adoption, Amendment, and Construction

• Adoption. This Manual is adopted by the Board at a duly noticed Board meeting. Each chapter takes effect on adoption.
• Amendment. The Board may, at any duly noticed Board meeting, amend any chapter or appendix. The Roster (Chapter 2 Appendix A) may also be updated by Board action at a noticed meeting and republished without re-adoption of the full Chapter.
• Construction. Construed together with, and consistently with, the CC&Rs, the Bylaws, the Rules and Regulations, the Election Operating Rules, the Architectural Guidelines, the management agreement, and applicable California law. In the event of any irreconcilable conflict, those authorities shall control.
• Severability. If any provision is held to be invalid or unenforceable, the remaining provisions remain in full force and effect.