A responsibility matrix is a summary of association and co-owner responsibilities for maintenance, repair, and replacement of the condominium common elements and units. Because condominium master deeds, even when clearly drafted, can be complicated and often challenging to interpret, a responsibility matrix that is properly and accurately prepared can be a helpful guide for management, the board, and co-owners.
While it is understandable that a board of directors may seek to save money on legal fees by preparing its own maintenance matrix, there are several reasons why the board should rely on legal counsel for its preparation. Following are three important reasons why involving legal counsel is the best approach:
Legal Expertise
Legal counsel can help ensure the matrix is compliant with applicable laws, as well as adhere to the condominium’s governing documents. Counsel’s experience in reviewing many types of form master deeds created by developers allows them to identify and address potential legal pitfalls, liabilities, and risks associated with maintenance, repair, and replacement responsibilities.
Liability Limitation
Since the recorded master deed is a legal contract between the association and co-owners, a responsibility matrix is effectively a legal opinion since the matrix is an interpretation of those contractual provisions. Board members may not realize that when they prepare their own matrix, they may be increasing their risk of personal liability if mistakes are made. However, when board members rely on legal counsel, they are typically protected from liability under Section 541 of the Michigan Nonprofit Corporation Act, which provides in pertinent part: “(2) In discharging his or her duties, a director or officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by any of the following: …(b) Legal counsel, public accountants, engineers, or other persons as to matters the director or officer reasonably believes are within the person’s professional or expert competence.” See also this article, which addresses protections for board members that rely on professional advice.
Peace of Mind
Having legal counsel involved in preparing a responsibility matrix can provide peace of mind to board members, co-owners, and management, knowing that the matrix is legally sound. Board members can emphasize to co-owners that proper care was taken in developing the matrix and counsel’s involvement can shield board members from claims that the responsibility matrix merely reflects their own opinions.
While volunteer condominium board members can contribute valuable insights, involving legal counsel in preparation of a responsibility matrix can provide a layer of expertise, professionalism, and legal protection that may prove invaluable in managing maintenance, repair, and replacement responsibilities within a condominium community.
