Board Fundamentals · Authority & Roles

Who Decides What: Board, Members, Manager, and Committees

More board conflict, more manager turnover, and more owner fury trace to confusion over one question than to any other cause: who actually decides this? The board governs. The manager operates as the board’s agent. The members own the place and decide the few things the documents reserve to them. Committees recommend but cannot act. This article maps every row.

The Bottom Line

Four parties operate inside a community association, and each has a defined lane. The board governs — it adopts rules, policies, and budgets; it hires and fires the manager, attorney, and auditor; and it decides whether a rule is enforced against an owner. The manager operates as the board’s agent — spending within the adopted budget, directing vendors, and processing enforcement, but never deciding the things the board reserves to itself. The members own the place; they elect the board and they alone amend the Declaration and bylaws. Committees extend the board’s reach but not its authority — they study, recommend, and do legwork, and the board votes. Two corollaries hold the whole map together: no individual director, not even the president, has authority alone; and a committee cannot adopt a rule, levy a fine, or sign a contract. Get the map wrong and the cleanest decision in the world is built on sand.

The Map: Who Owns Each Decision

Tape this somewhere. The hard part is never the principle — it is having the principle written down on the night somebody forgets it. The table below is the working map; each row is unpacked in the sections that follow. Read the third column out loud: it is what the principle means at 7:30 on a Tuesday night, with a motion on the floor and an owner in the back row.

The board adopts and hires; the manager executes within the budget; the members amend the documents and elect the board; and nobody gets to do a personal favor.

The Board Governs — And Only as a Body

The board is the governing authority of the association, but that authority is corporate, not personal. It belongs to the board as a body, exercised in a properly noticed meeting, on the record. This is the single most important thing a new director can internalize, because almost every governance failure is a failure to honor it.

The board owns three categories of decision outright, and none of them can be delegated away:

1. Adopt and amend rules, policies, and budgets.

A rule, a policy, or a budget becomes law for the community only when the board adopts it by motion, vote, and minutes — in an open meeting, within the authority a higher document grants. The manager drafts. The manager advises. The committee recommends. But the act of deciding lives with the board and stays there. A budget the manager “put together and we just went with it” is a budget no one formally adopted, and an unadopted budget is a procedural defect waiting to be raised in litigation.

2. Hire and fire the manager, attorney, and auditor.

The relationships that define how the association is run, advised, and audited are board relationships. The board hires and fires the management company, retains and discharges counsel, and engages the auditor. This is never delegated — not to a committee, not to the president, not to the manager (who cannot meaningfully hire or fire themselves), and never to one director acting alone. Engaging counsel by a single director’s handshake is how an association ends up bound to a fee agreement no quorum ever approved.

3. Decide whether a rule is enforced.

Enforcement splits cleanly: the manager processes — sends the notice, keeps the log, schedules the hearing — and the board decides the outcome. The fine, the suspension, the hearing result: each is a board determination made on the record after due process. A manager who imposes a fine on their own initiative has crossed the line; a board that lets them has handed off the one judgment statute and the documents reserve to it.

The Manager Operates as the Board’s Agent

The manager is not a lesser board member and not a decision-maker. The manager is the board’s agent — a party authorized to act on the board’s behalf within defined limits. That single legal word explains both what the manager may do and where the manager must stop.

Agency in three flavors.

A manager’s authority comes in three forms, and a board that understands the difference avoids most of the trouble that agency creates.

• Express authority is what the management contract and board resolutions actually say — spend up to a stated limit, direct routine vendors, process violations. This is the authority the board granted in writing, and it is the only kind the board fully controls.
• Implied authority is whatever is reasonably necessary to carry out the express tasks — if the manager is authorized to maintain the pool, calling the pool-equipment repair vendor is implied, even if no resolution lists it.
• Apparent authority is the dangerous one: it is the authority a reasonable outsider would believe the manager has, based on how the board has let the manager act. If the board has stood by while the manager signs contracts, a vendor may hold the association to a contract the board never approved — because the board’s own conduct created the appearance of authority.

The practical lesson: the board controls express authority directly and apparent authority by discipline. Define the manager’s spending limit in a resolution, require board signatures on contracts above a threshold, and do not let a pattern of unsupervised action quietly expand what the manager appears empowered to do.

What the manager owns.

Within that grant, the manager owns the operating layer: spending within the adopted budget and day-to-day vendor direction. The whole point of adopting a spending policy is to free the board from approving routine invoices one at a time — the board sets the rule, the manager executes against it, and the board audits the result. Vendor direction is the manager’s job for the same reason it is not the directors’: a manager directing a landscaper produces a clean chain of accountability; three directors texting the landscaper separately produces liability and chaos in equal parts.

The Members Own the Place — And Amend the Documents

The members are not customers of the board and not spectators. They own the common interest community, they elect the board that governs it, and they hold one power the board can never touch: the power to amend the Declaration and the bylaws.

This is the bright line that surprises the most boards. A board may adopt rules, but a board may not rewrite the constitution it operates under. The Declaration and bylaws were written by and for the members; they are changed only by a member vote at the threshold the document itself sets — often a supermajority of all voting interests, not merely those present. The board’s role is to propose: to draft an amendment, explain it, and put it to the owners. The board’s role is never to enact it by board action.

A rule that contradicts or expands the Declaration is not a weak rule — it is no rule at all, void on adoption, because the board reached for a power that belongs to the members. When a board finds the Declaration genuinely in its way, the answer is the amendment process, run properly, not a board resolution that quietly tries to overwrite a recorded instrument. The companion article Amending the Governing Documents: The Power Belongs to the Members walks that process in full.

Texas

In Texas residential subdivisions, the association is governed under the Texas Residential Property Owners Protection Act, Tex. Prop. Code Ch. 209, with the nonprofit-corporation machinery supplied by the Texas Business Organizations Code Ch. 22. Declaration and bylaw amendments follow the threshold and procedure stated in the documents themselves; the board cannot lower that bar by resolution. Member elections of directors run through the open processes Chapter 209 protects, including the candidate-solicitation rule in § 209.00593 for larger associations. The diagnostic to keep on the table for any contested restriction is the one CIC-SC teaches managers: where does this come from?

Florida

Florida HOAs operate under Fla. Stat. Ch. 720, where § 720.306 governs member meetings, voting, and amendments to the governing documents, and § 720.303 governs board meetings and records. Florida condominiums operate under Ch. 718, where § 718.112 supplies the bylaw, meeting, and amendment framework. In both regimes the structural point is identical to Texas: amendments to the recorded documents are a member act at the document’s threshold, and the board proposes rather than enacts. Florida adds detailed member-protective procedure around the vote, but it does not move the power from the members to the board.

Committees Recommend — But Cannot Act

Two years into a healthy board’s life, the same realization lands: seven volunteers cannot personally do everything a community needs. Committees are the answer. They multiply the board’s hands — not its authority.

A committee is a group the board creates to study a subject, do the legwork, and recommend. That last word is load-bearing. A committee gathers facts, drafts options, runs a process, and brings a recommendation to the board — and the board votes. A committee cannot adopt a rule, cannot levy a fine, cannot sign a contract, and cannot make the call, because the authority to decide lives with the board as a body and cannot be handed off.

The one partial exception proves the rule: a committee the documents expressly empower to make a specific determination — some Declarations give an architectural review committee binding approval authority within tight limits — and even then, the power is only as broad as the document’s words. An ARC with delegated authority still works only when it applies written, published standards (not personal taste), follows a defined submission-and-response process with deadlines, and documents the reason for every approval and denial. An ARC that denies a request because a member “doesn’t like it,” with no written standard and no record, is an overturned decision and a fair-housing complaint waiting to happen.

Every committee should run on a one-page charter, adopted by board resolution, that states its purpose, scope and limits (especially the words the committee recommends; the board decides), membership, term, and reporting cadence. The charter is also a protection: it keeps committee volunteers clearly inside the structure the association’s D&O policy contemplates.

Color-Coded: Four Owners, One Glance

The same map, sorted by owner. When a question lands on the agenda, find its color first — it tells you who is even allowed to answer it.

Committees do not appear as an owner because they own nothing — they recommend into the board’s lane and the board votes.

Nobody Owns the Favor

The last row of the map has no owner on purpose. At some point every term, an agenda item involves someone a director knows — a friend’s fence, a relative’s bid, a neighbor asking for a quiet pass on a rule everyone else has to follow. The request feels like a small kindness. It is not. A personal exception granted off the documents is the precise act that destroys uniform enforcement, and selective enforcement is fatal to a rule in court: the next owner cited points to the favor and the rule collapses for everyone.

No party owns this decision because the decision does not exist. The board cannot grant it without rewriting the rule for all owners through proper process; the manager cannot grant it because it is not within any lawful agency; the members did not vote it; and a single director offering it is, again, just a neighbor talking. The sentence that protects the friendship and the association at once is the same one: the board doesn’t do favors; it follows documents.

Where Decisions Have to Happen: The Open Meeting

The map answers who decides. The open-meeting rules answer where — and they are not separable. The board’s authority exists only when it is exercised as a body, in a properly noticed meeting, on the record. A decision reached anywhere else is no decision at all, however clear the majority.

Texas

Under Tex. Prop. Code § 209.0051, board meetings of a subdivision association must be open to owners, with notice posted in advance, and the board may act only on matters that were noticed. The corollary surprises every new director: a “workshop,” a group text, or a reply-all email in which a quorum of directors works toward a conclusion is itself a meeting — held without notice — which means any action it produced is built on sand. Deliberate in the room; use email for logistics only. Texas condominiums under Ch. 82 (with § 82.108 on board powers) carry a parallel open-meeting obligation.

Florida

Florida HOAs under Fla. Stat. § 720.303 and condominiums under § 718.112 impose the same structural rule with their own notice mechanics: board meetings must be open to members and noticed, and the decision must be made in that forum, not in a closed workshop later ratified as a rubber stamp. As in Texas, a quorum reaching a conclusion by group text or email outside a noticed meeting has not lawfully decided anything. The companion article The Open Meeting and the Walking Quorum: Decisions a Board Cannot Make by Text covers the walking-quorum trap in both states.

Why the Map Matters

Confusion over the map causes most board conflict. When a director thinks the president can decide alone, or the manager thinks they can fine an owner, or a committee thinks its recommendation is a decision, the result is overstep, friction, and reversed actions. The map is the antidote because it gives every question a single, traceable answer before tempers engage.

Delegating a reserved decision is ultra vires. When the board hands off a decision the documents reserve to it — letting the manager set policy, letting a committee levy a fine, letting one director hire counsel — the resulting act is beyond authority. Acting ultra vires is one of the named ways a director loses the protection of the business-judgment rule and statutory immunity. The map is, in this sense, a liability shield: staying in your lane is staying inside the protections.

Apparent authority binds the association whether the board meant it or not. A board that lets the manager sign contracts unsupervised can be held to a contract no quorum approved, because the board’s own conduct created the appearance of authority. Defining the manager’s express limits and enforcing them is how the board keeps apparent authority from writing checks the board never authorized.

The map protects friendships. The favor row is not a technicality. The director who can say “that isn’t a decision anyone here can make — the board follows the documents” keeps both the rule and the relationship. The director who quietly grants the favor loses the rule, the relationship, and eventually the lawsuit.

Key Takeaways

• The board governs as a body. It adopts rules, policies, and budgets; hires and fires the manager, attorney, and auditor; and decides enforcement — always by motion, vote, and minutes in an open meeting.
• No individual director has authority alone, not even the president. Between meetings, a director is a neighbor with an opinion.
• The manager is the board’s agent — spending within the budget and directing vendors under express authority, never deciding the reserved questions. Watch apparent authority: discipline it with written limits.
• The members own the place and amend the documents. The Declaration and bylaws change only by a member vote at the document’s threshold; the board proposes and never enacts.
• Committees recommend; they cannot act. No committee may adopt a rule, levy a fine, or sign a contract — except the narrow, document-granted ARC authority, and only as broad as the words allow.
• Nobody owns the favor. A personal exception off the documents is selective enforcement, and selective enforcement is fatal.
• Where matters as much as who. Decisions must happen in a properly noticed open meeting (TX § 209.0051; FL § 720.303 / § 718.112) — never by walking quorum, group text, or parking-lot consensus.

Related in This Series

• The Eight-Tier Hierarchy of Governance Authority — the stack of authority every board decision must trace to.
• Where Board Authority Actually Comes From — the diagnostic question “where does this come from?” in practice.
• Amending the Governing Documents: The Power Belongs to the Members — the one power the board can never exercise alone.
• The Open Meeting and the Walking Quorum: Decisions a Board Cannot Make by Text — why where a decision happens decides whether it counts.