Board vs membership

What the board can decide on its own

The board, often called the executive board, is the small group of owners the membership elects to run day-to-day business. Its authority does not come from the board itself; it comes from the declaration and bylaws, the documents that created the association in the first place.

Within that authority, the board can act without a separate vote of the membership: hiring vendors, adopting rules under bylaw authority, and choosing how to repair or maintain common property. Courts back this up. When a board investigates a maintenance decision reasonably, acts in good faith, and stays inside its authority, it earns deference rather than a second-guessing of the method it picked.

"...courts should defer to the board's authority and presumed expertise."

Source: Lamden v. La Jolla Shores Clubdominium Homeowners Assn., Supreme Court of California

That protection is conditional, not automatic. It only holds if the board actually investigated, acted in good faith, and stayed inside the powers its documents actually give it.

What belongs to the membership

Some decisions belong to every owner, not just the handful of people on the board. Amending the declaration or bylaws is the clearest example: because those documents bind every owner, changing them usually takes a supermajority vote of the membership, not a board resolution. The exact threshold is set by your state's statute and your own bylaws; do not assume a percentage without reading them.

Electing and recalling directors is a membership power. So is, in many states, the right to reject a budget the board proposes. Nevada's statute is one example of how that mechanic works:

"If the proposed budget is rejected, the periodic budget last ratified by the units' owners must be continued until such time as the units' owners ratify a subsequent budget proposed by the executive board."

Source: Nevada Revised Statutes Chapter 116, Common-Interest Ownership (Uniform Act), Nevada Legislature

Whether your state gives owners an up or down vote on the budget at all, and what happens if they reject it, depends on your state's statute and your declaration. An owner who cannot attend the meeting where these votes happen can usually vote by proxy, once quorum is met.

The board answers to the membership, not to itself

A board's authority is borrowed, not owned. It comes from the declaration and bylaws described above, and the board can never grant itself more power than those documents allow. If a board-adopted rule conflicts with something already written into the recorded declaration, the declaration wins. A rule sits below it in the same governance stack that gives the board its power in the first place.

Directors also owe the association a fiduciary duty: to act in the best interest of the community as a whole, not any one owner, and not the director's own convenience. That duty, combined with the membership's reserved powers above, is what keeps board authority accountable even though owners are not voting on every decision the board makes.