Authority of the President

Question:  How much authority does the president of the board have? Can they arbitrarily withhold routine reports from the Board of Directors members? Can they legally direct legal counsel from dealing with anyone but the president? Thanks.

Response: 

We find that a great number of people are confused about or simply do not understand the authority of an officer (such as President, Vice President, Treasurer, etc.) versus the authority of a single director or the Board of Directors. First, please note our disclaimer that the rights and duties of your particular President or Board of Directors is largely governed by what is contained in your association's documents, which we would need to review to give you a complete and accurate response. This response will outline how a "normal" or "standard" community association government works, which may not be how your particular association is set up.

That being said, the normal misconception is that the President of a community association has all sorts of power and authority not shared by the other directors on the Board. However, the Board of Directors as a whole is the entity that carries all of the important powers. The entire Board makes decisions and creates policy for the association. Normally, the officers (President, Treasurer, etc.) are elected by the directors, and the duty of the officers is to perform the day-to-day functions to run the association based on the decisions and policies created by the Board of Directors. It would thus be fair to say that in the standard association, the officers serve at the discretion and direction of the entire Board of Directors, and each officer's powers are limited by what decisions and tasks the Board has set for that officer to perform. The President is typically also a director, but would normally only have 1 vote on the Board of Directors, the same as the Vice President, Secretary and Treasurer.

Therefore, a President would not normally have the authority to instruct the attorney to deal only with the President. Instead, that should be a decision made by a vote of the required majority of the Board. In fact, any decision by, for the benefit of, or on behalf of, the association would normally be made by a majority vote of the Board. If you have a 3-person Board or a 5-person Board and everyone on the Board votes one way with the President voting the other, then the President does not have the power to overrule the rest of the Board, unless the governing documents of the association specifically reserve a certain power or decision for the President alone. We hasten to add that it is desirable for the association's counsel to deal only with one officer on any given issue to avoid communication issues and spending more attorney time than necessary. On significant issues the attorney should meet with the entire board.

It is common that the President may have, by virtue of the association's governing documents, sole authority (when present) to call a special meeting, the sole authority to run the meetings of the Board, or perhaps even some special tie-breaking power on certain Board votes. But it is very rare that the President has some greater authority to go against what the other directors want, and it is likely that your President has overstepped his/her authority in taking unilateral action without the consent or approval of the rest of the Board.

 Greg Montero

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