The secretary of the owners’ association

The executive bodies of the association listed in Article 13 LPH also include the secretary (Article 13.1.e.) LPH).

He is primarily responsible for preparing the invitations to the owners’ meetings, including the agenda and accompanying documents (in accordance with the president’s instructions), delivering them to the owners (or posting them on the notice board), and subsequently drafting and sending (or posting) the minutes of the meeting to the members of the owners’ association. In addition, he prepares certificates of indebtedness (which are generally required for the notarisation of transfers of special elements of ownership) and certifies resolutions where required by law (e.g. on the decision to take legal action against a disruptive party or to initiate dunning proceedings).

Although this office was expressly provided for by the Spanish Condominium Act and has clearly defined tasks, it is often exercised by virtue of law in conjunction with other offices. Thus, pursuant to Article 13.5 LPH, in the absence of a deviating provision in the articles of association or a majority resolution, the office of secretary (as well as that of administrator) is to be exercised directly by the president.

However, this legal requirement is the exception in practice. In very few cases – especially in larger communities or even urbanisations – are the functions and duties of these three offices performed (or capable of being performed) by a single person.

However, the office of secretary is usually held by the administrator. Given the close relationship between the two offices, both must refer to the documents prepared by the other (e.g. the secretary on the administrator’s accounts in order to know the names of those owners who have not met their payment obligations when preparing the notices of meetings, so that they can be identified as debtors; the administrator on the minutes of the meetings prepared by the secretary), this is also appropriate. Since the law allows both the administrator and the secretary to be non-owners, it is possible to transfer their tasks and duties to professional service providers who take on both roles as a so-called secretary-administrator. The exercise of both offices in a single person as secretary-administrator is expressly permitted by Article 13.6 LPH.

If the articles of association or a majority resolution stipulate that the offices of secretary and administrator are to be held independently of the office of president, the question arises as to how to proceed if only the office of secretary or administrator has been filled in addition to the office of president. In such cases, who takes over the office or at least the duties of the vacant administrator or secretary? Does the vacant office fall to the president again?

It can be inferred from Article 20.1.e.) LPH that the administrator must perform the vacant secretary duties and the secretary must perform the vacant administrator duties.

Despite the clear division of responsibilities and the unambiguous assignment of tasks to the secretary, whose function is indispensable, the provisions referred to make it clear that the law nevertheless only grants him a subordinate position. If the president does not assume his duties, they fall to the administrator as secretary-administrator. The law seems almost to expect that this office will not be filled by an individual.

Since the duties associated with the office of secretary have increased, are essential for the functioning of the community and, as described above, are often closely related to the activities of the administrator, the combined role of secretary and administrator (as provided for in Article 13.6 LPH) is probably the most common arrangement.