Staying In Your Lane – HOA Team Roles and Boundaries

By Kelly G. Richardson, Esq. CCAL, HOA Homefront Column

Advising HOAs used to occasionally be very stressful, when directors would sometimes argue with me or a board would disregard my advice. However, a defining moment in my HOA law career came with the realization that my role is to tell boards the truth and provide to them my best advice, but compelling the board to follow my advice was not my responsibility. Once I had a better understanding of my role, law practice became less stressful. Each other member of the HOA team also has their own boundary, and everyone staying within that role helps the entire HOA team.

Managers – Managers manage the association, carry out board directions, and provide important advice helping boards operate within the Business Judgment Rule. Managers don’t make decisions except those specifically delegated to them by the board. 

Boards – The board decides things but doesn’t implement its decisions. Boards provide direction to management and approve contracts with other HOA vendors.  Boards should not co-manage the HOA but should allow their managers to carry out board directives. Boards normally don’t oversee vendors – management does that.

Vendors - Service providers (including managers) should faithfully and competently perform their contract and avoid HOA politics. Endorsing or opposing board candidates is outside their role and is unethical - they must stay neutral.

Officers – in HOAs, officers (even Presidents) have little individual power. Everything they do is only upon the board’s express authorization. HOA officers occasionally confuse their limited non-profit role with the more powerful role of officers in for-profit corporations. 

Individual Directors- A single director has no power except the power to cast votes on board decisions - the power rests in the board.  Well-intentioned directors can usurp the board’s role by acting without board authority; usually justifying it by claiming action was needed. But the well-intentioned director becomes a “renegade” by taking actions which are reserved for the board, such as instructing the manager or other vendors, or making contractual commitments for the association.

Committees – Except for architectural committees, most committees are advisory to the board and do not act.  Committees typically are assigned an ongoing important subject, and advise the board by issuing “reports,” 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 – A committee member should be part of a team. However, sometimes extremely interested and active committee members step outside their role by speaking for the committee when the committee has not met.  A committee of one is not a committee! 

Individual Homeowners – The governing documents list certain matters that are subject to membership vote where individual homeowners can participate. Beyond these, let the board handle things because they are legally responsible. Non-directors should not participate in board discussions except for open forum input. Another common homeowner boundary issue arises when homeowners instruct HOA vendors, because that is the manager’s role. One of the great benefits of association living is that the board, manager, and vendors handle many community matters – so let them!

Check YOUR boundaries and stay within your proper role. When everyone does THEIR job and allows others to do theirs, the HOA wins.