The board acts as a unit, not as individuals
The authority of a condo board comes from state law and the association’s governing documents. This authority is vested in the board as a whole, not in any one director. Board members are elected to serve the interests of the community, and their powers are exercised collectively through properly noticed meetings and recorded votes.
When a director acts independently—whether by instructing a contractor, making a promise to a homeowner, or sending out communications that imply board approval—they exceed their authority. This can undermine the board’s credibility and expose the association to liability if the director’s actions are not supported by a board decision.
Common scenarios: How independent action creates problems
Directors acting alone can create a range of issues, including:
- Conflicting instructions to vendors: A director tells a landscaper to change the mowing schedule, but the board never approved it. The vendor is confused, and the association may be billed for unauthorized work.
- Promises to owners: A director assures a resident that a rule will be waived or a repair will be prioritized, even though the board hasn’t discussed it. This sets false expectations and can lead to accusations of favoritism or selective enforcement.
- Unilateral communications: A director sends an email to all owners announcing a new policy or decision that hasn’t been approved. This can cause confusion and erode trust in the board’s process.
These scenarios are not hypothetical—they happen in real associations and often lead to disputes, complaints, or even legal challenges.
Why directors sometimes go rogue
Directors who act independently are rarely trying to cause trouble. More often, they misunderstand their role, feel pressure to “get things done,” or believe they are helping by taking initiative. Sometimes, a lack of board training or unclear delegation leads to these missteps.
In some cases, directors may have strong personalities or prior leadership experience in other settings, leading them to assume they have more individual authority than the governing documents allow. Occasionally, personal relationships with vendors or residents can blur boundaries, making it tempting to bypass the board’s process.
Reinforcing clear delegation and board process
The best way to prevent independent action is to set clear expectations from the start. Here’s how boards can reinforce proper delegation and authority:
- Orientation and training: New directors should receive an orientation that covers the board’s collective authority, the importance of acting as a unit, and the risks of acting alone.
- Written policies: Adopt a code of conduct or board policy that spells out who can communicate with vendors, make commitments, or speak on behalf of the board. Require that all instructions to management or contractors come from the board as a whole or from designated officers.
- Regular reminders: Periodically remind directors—especially during meetings—that no individual has the authority to act for the board unless specifically authorized by a vote.
Consider having directors sign an annual acknowledgment of these policies to reinforce accountability.
Coordinating with property management
A professional property manager can be a valuable ally in maintaining clear lines of authority. Managers should be instructed to take direction only from the board as a whole or from a designated officer (such as the president or secretary).
If a director tries to bypass this process, the manager should politely refer the matter back to the board for discussion and approval. This protects both the manager and the association from confusion or unauthorized commitments.
Managers can also help by documenting all requests and instructions, ensuring there is a clear record of who authorized what. This documentation can be referenced if disputes arise.
Correcting misunderstandings and addressing overreach
When a director has acted independently, the board should address the issue promptly but professionally:
- Clarify the facts: Determine exactly what was said or done, and whether the director’s actions created a binding commitment or just confusion.
- Communicate with affected parties: If a vendor or owner received unauthorized instructions, the board (or manager) should clarify the association’s actual position and explain the board’s process for making decisions.
- Discuss at the next meeting: Put the issue on the agenda, review what happened, and remind all directors of the board’s collective authority. If necessary, update policies or procedures to prevent a repeat.
- Document the resolution: Record the discussion and any corrective actions in the meeting minutes.
If the director’s actions resulted in a contract or financial commitment, consult with the association’s attorney or management company to determine the best course of action.
Maintaining professional relationships
It’s important to address independent action without creating unnecessary conflict. Directors are volunteers, and most want to serve the community well. Approach the conversation with respect, focusing on the need for clear process and collective decision-making rather than assigning blame.
If a director repeatedly disregards board authority, the board may need to consider more formal steps, such as censure, removal from officer roles, or—if allowed by the governing documents—initiating a recall.
Legal and ethical considerations
Directors have a fiduciary duty to act in the best interests of the association and to avoid conflicts of interest. Acting independently can violate this duty, especially if the director stands to benefit personally or if their actions create legal or financial risk for the association.
The Business Judgment Rule protects directors who act in good faith, with reasonable care, and within the scope of their authority. Directors who act outside this scope may lose that protection.
If you suspect a director is acting out of self-interest or in violation of ethical standards, consult with your association’s attorney or management company for guidance on next steps.
