Who Makes Board Decisions?

One of the fundamental principles of HOA governance is that an association is governed by its Board of Directors acting collectively. The Board President plays an important leadership role, but significant governance decisions should be discussed and directed by the Board—not by one individual acting alone.

The Association's Bylaws establish the office of President as one of the Association's officers. They also provide:

"Unless authorized by the Board, individual Directors have absolutely no authority to take action outside of Board meetings. Individual Directors have no authority to direct management, vendors, committees or take any action whatsoever on behalf of the Association, unless authorized by the Board." (Bylaws, Section 6.7)

The Board later adopted an Ethics Policy stating that the President serves as the liaison between the Board and management and provides direction on day-to-day matters, while other directors generally may not direct management.

Those provisions are not necessarily inconsistent. Someone must coordinate routine communications with management and legal counsel.

The question raised by the examples below is different:

Where does routine coordination end and Board governance begin?

Example 1 – Establishing the Relationship with the Association Attorney

When the Association retained new legal counsel, the Board did not discuss or vote in an open meeting on:

• who would serve as the attorney's primary point of contact,

• what authority that individual would have, or

• where the line would be drawn between administrative communications and substantive policy direction.

Instead, Board President Dave Settles assumed that role.

After several of my requests for clarification went unanswered, I raised the issue during an open Board meeting.

During that public discussion, the Association's attorney commented that it was normal practice for an HOA board president to serve as the primary contact with legal counsel. He also questioned whether any bylaw provision limiting that role would still be appropriate.

My concern is different.

Whether the President serves as the attorney's primary contact is not the issue.

The issue is that the Board never established the scope of that role.

When our previous attorney was retained, the Board discussed and established how legal counsel would interact with the Board. That governance discussion never occurred with the current attorney.

Example 2 – The Proposed Election Rules

When the proposed 2026 Election Operating Rules were presented to the Board, I asked who had decided the policy choices reflected in the draft—particularly the decision to make electronic voting the default for homeowners with an email address on file.

During the open Board meeting, management stated that Board President Dave Settles directed the Association's attorney to prepare the rules in that manner and that the Board was not involved in making those initial policy decisions.

Only after the draft had been prepared was it presented to the Board for discussion.

Regardless of whether homeowners support electronic voting, the governance question remains:

Should significant policy decisions reflected in proposed governing documents be determined before the Board has discussed and directed those policies?

Example 3 – The Association Letter to the Membership

On May 5, 2026, every homeowner received an Association letter containing numerous accusations against me.

After the letter was distributed, I asked management whether the Board had met in Executive Session or otherwise voted to authorize sending the letter.

Management told me there had been no Executive Session authorizing the letter and that she had been directed by Board President Dave Settles to send the letter and when it should be distributed.

If an Association communication is issued on behalf of the Board—particularly one making serious allegations against a sitting director—it is reasonable to ask whether that decision was discussed and approved by the Board as a whole before it was sent.

Example 4 – The Recall Petition

When the recall petition was submitted, I requested that the identity of the person delivering the petition remain confidential.

During the subsequent Board meeting, the Association's attorney publicly stated that the names of the homeowners who signed the petition should be disclosed to the membership.

Separately, I later asked management how the Board learned that I had personally delivered the petition.

Management explained that Board President Dave Settles asked who had delivered it. She told me she did not know, so she contacted her supervisor, who instructed her to review the office security video to identify the individual who delivered the petition.

Management later confirmed to me that she identified me from the video and disclosed my identity because the Board President had asked the question and she believed she was required to answer it.  Email Exchange

Again, my concern is not that the President asked a question. My concern is whether actions involving member privacy and the handling of an election-related petition should be directed by one officer or considered by the Board.

Why This Matters

The issue is not whether someone agrees or disagrees with the decisions described above. The issue is who had the authority to make them.

The Association's Bylaws provide that individual Directors have no authority to direct management, vendors, committees, or otherwise act on behalf of the Association unless authorized by the Board.

The examples above ask homeowners to consider whether those requirements were followed.

The Board exists so that five elected directors bring different experiences and perspectives to the table before important decisions affecting the Association are made.

When significant governance decisions are initiated by one individual before Board discussion, homeowners lose the benefit of that collective decision-making process.

Transparency is not simply voting on a finished document.

Transparency also means understanding:

• Who developed the proposal?

• Who directed the work?

• When did the Board become involved?

• Was the decision first discussed and authorized by the Board?

Regardless of who serves as President, these questions matter because they affect the transparency, accountability, and confidence homeowners place in their Association's governance.