Border Protection: Observing Boundaries in the HOA

Advising associations was for many years occasionally quite stressful, as I would sometimes advise clients which would reject that advice. However, one of the defining moments in my HOA law career was when I realized that is my role is to provide the best advice, and not to take on the obligation of compelling the association to follow my advice. It is not my home, and I do not vote. Once I learned my boundary, the role became less stressful.

Here below are the fundamental general boundaries toward more healthy operation of common interest associations.

Managers

Managers manage the association, giving important advice which helps boards comply with the Business Judgment Rule. Managers do not make decisions, except when the board specifically delegates something to the manager to handle. Managers stay out of association politics – managers, as any association service provider, may not meddle in the selection of directors.

Boards

The board of directors is the association’s decision-making body. It DIRECTS the management and other HOA vendors. Boards should not co-manage the HOA, but should allow the manager to carry out the board’s directives.

Officers

In non-profit mutual benefit corporations, individual officers (even Presidents) have little power. They have certain responsibilities under the bylaws, but sometimes confuse their non-profit officer role with the more powerful role given officers in for-profit corporations.

Individual directors

A single director, no matter how intelligent, wise, aggressive, and vocal, still only has one vote. Therefore the individual director has no power -the power rests in the board. Well-intentioned directors often take on responsibilities which are not theirs, usurping the board’s role. Other directors may call that person a “renegade” because that director takes actions which should be reserved for the board, such as instructing the manager or other vendors, or making unauthorized contract commitments for the association.

Committees

Except for architectural committees, most committees are only advisory. Whether established by the governing documents or by the board, committees typically are assigned an ongoing important subject. Committees advise the board by issuing a “report,” hopefully written, suggesting certain board actions. Committees do not make commitments to association vendors, and their meetings are less formal. Boards should avoid doing committee work in the board meetings, just as the committee avoids doing board work.

Committee members

Oftentimes, a particular committee member is extremely interested and active in a particular committee, but steps outside their role by speaking for the committee when the committee had not met. A committee of one is not a committee!

Individual homeowners

Many homeowners feel they have the right to participate in board deliberations as if they were elected directors, even though they were not elected, are not held responsible for their input, and have not reviewed the meeting packet prepared by the manager. Listen, and let the board deliberate. Another other common homeowner boundary issue regards service providers, as homeowners often incorrectly feel they have the right to tell the landscaper or other vendor how to perform the vendor’s job. One of the great benefits of association living is that a board and manager handles many concerns for the homeowners – so let them!

Check YOUR boundaries, and make sure you are within your proper role. You also may find your participation in the association community becomes less stressful.

Written by Kelly G. Richardson

Kelly G. Richardson Esq., CCAL, is a Fellow of the College of Community Association Lawyers and a Partner of Richardson | Ober | DeNichilo LLP, a California law firm known for community association advice. Submit questions to [email protected]. Past columns at www.hoahomefront.com. All rights reserved®.