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Keeping the board functionalLesson 18 of 20

Academy/Board Roles

Avoiding a dominant president

A president who acts alone is not using extra authority the office grants, because it does not have any.

A dominant president is not exercising extra authority the office grants, because it does not grant any. The board acts collectively; the president has one vote and a handful of procedural duties. The fix is structural: agendas the board adopts, decisions the board votes on and records, and no individual director acting alone between meetings.

01

What a dominant president looks like

A dominant president is usually easy to spot in hindsight: they set the agenda and drop items other directors want discussed, sign a vendor contract without a vote, tell the property manager what to do directly, or announce a decision as final before the board has actually voted on it. None of this requires bad intent. The president is often the one fielding vendor calls and emails between meetings, and it is easy for "I'll handle it" to slide into "I already decided it."

Robert's Rules treats a president's proposed agenda as exactly that, a proposal. It only becomes binding on the board once the board itself adopts it.

02

One vote is all the office guarantees

Under Robert's Rules, a president who is a voting member of the board keeps exactly the same rights every other director has: the right to make motions, to speak in debate, and to vote on every question.

"If the president is a member of the voting body, he or she has exactly the same rights and privileges as all other members have, including the right to make motions, to speak in debate, and to vote on all questions."

Source: Robert's Rules of Order, Frequently Asked Questions, Robert's Rules Association

Custom asks a presiding president to set those rights aside while actually in the chair, not because the rules forbid using them, but because a chair who debates and votes on everything stops looking neutral to the rest of the board. That is a norm, not a suspension of the office's underlying rights.

03

The board acts, individual directors do not

Between meetings, the limits get sharper. No single director, including the president, has the standing to act for the association on their own.

"It's the board that generally has the duty to act. The board can assign responsibility to a managing agent, but no individual board member can direct the managing agent."

Source: Individual HOA Board Members: Your Authority is Limited, quoting Christopher J. Shields, Partner, Pavese Law Firm

This is also part of why a documented, deliberative decision tends to carry more legal protection than a unilateral one. Some states shield directors from personal liability for decisions made with care, in good faith, and in the association's believed best interest, but the exact protection and how it is triggered is set by your state's nonprofit corporation statute. Ask your association's attorney which standard applies to your board. A decision one person makes alone, without the board discussing and voting, is not the kind of decision that protection was built for.

04

Guardrails a board can put in place

None of what follows is a legal requirement. It is board practice worth adopting on top of whatever your bylaws already say. Put every agenda to a board vote before the meeting, even informally by email. Require a documented board vote, not a single signature, before any contract is signed. Ask the president to report what they discussed with the manager or a vendor at the next meeting, not after the fact. Rotate committee liaison duties so no single director becomes the only source of information the rest of the board has.

Check yourself

Answer before you read the explanation, recalling it is what makes it stick.

The president signs a new landscaping contract without discussing it at a board meeting. Is the contract binding on the association?

During a board vote, can the president cast a vote like any other director?

The president tells the board, "I set the agenda, so this item isn't up for discussion tonight." What is the accurate response?

Sources

Board Roles

Next: read what the HOA president's job actually includes, so a dominant president has a clear line to point back to.

What counts as needing full board approval, whether your bylaws already assign specific duties to the president, and what protection a documented decision gets from personal liability all vary by your governing documents and your state's nonprofit corporation statute.