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Authority and decision-makingLesson 8 of 28

Academy/Board Authority & Fiduciary Duties

What directors can decide without an owner vote

Know which decisions are yours to make at the board table, and which ones belong to the whole membership.

The board can handle ordinary operations on its own: adopting a budget, hiring a manager, enforcing rules, and levying regular assessments. Decisions that change ownership rights, like amending the declaration or selling common area, generally require a vote of the owners instead. The exact line is set by your state's common-interest-community act and your own governing documents.

01

Ordinary operations belong to the board

Corporate power in most HOAs is vested in the board acting as a body, not in any single director or officer acting alone.

"All corporate powers shall be exercised by or under the authority of the board of directors of the nonprofit corporation, and the activities and affairs of the corporation shall be managed by or under the direction, and subject to the oversight, of its board of directors."

Source: D.C. Code § 29-406.01, Council of the District of Columbia

In practice, that means the board can make the calls that keep the association running day to day, no ballot required. Colorado's common-interest-ownership statute lists what a board can do on its own, including this:

"Adopt and amend budgets for revenues, expenditures, and reserves and collect assessments"

Source: Colo. Rev. Stat. § 38-33.3-302, Colorado General Assembly

The same section also lets a board adopt and amend rules, hire and fire a manager, sue or defend in the association's name, regulate use of common elements, and levy fines, all without a membership vote. The exact list of powers a board can exercise alone is set by your own state's common-interest-community act. Check yours, but expect the same pattern: routine operations are the board's call.

02

Ownership-level changes need an owner vote

Some decisions change what an owner actually owns, and those sit with the membership, not the board. Amending the declaration itself requires a supermajority of owners, and any attempt to set the bar higher than that ceiling in the declaration is void as against public policy under Colorado's act.

Conveying or encumbering common elements works the same way: a supermajority vote of owners is required, and conveying a limited common element needs unanimous consent from every owner it's allocated to. A transfer made without that consent is void.

These specific thresholds come from Colorado's statute; other states set their own percentages through their common-interest-community act and each association's own declaration. Read your declaration's amendment clause before you assume any number.

03

Two questions your documents answer, not this page

Two decisions come up constantly and don't have a single national answer. First: does a special assessment need an owner vote? No state statute reviewed for this Course sets a universal dollar trigger; that threshold, if one exists, lives in your own declaration or bylaws. Second: what vote does amending the bylaws themselves take? Typically some form of membership approval is required, but the exact percentage is set by your state's nonprofit corporation code or your own bylaws, not by a uniform rule.

Both thresholds vary by state and by governing document. Pull your declaration and bylaws before your next budget cycle and find the actual numbers, rather than assuming the board's authority stops (or doesn't) at a particular dollar figure.

Check yourself

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

The board wants to switch landscaping companies before spring. What does it need to do first?

The board wants to amend the declaration to ban rentals under six months. What's required?

The board wants to sell off a strip of common area to a neighboring developer. What's true?

Sources

Related elsewhere in the Academy

Board Authority & Fiduciary Duties

Next, see exactly which decisions your governing documents might reserve for the membership.

Which specific decisions require an owner vote, and what threshold applies to a special assessment or a bylaws amendment, varies by state and by your own declaration and bylaws.