Academy/Board Authority & Fiduciary Duties
Why directors cannot act individually
A vote from every director does not always add up to a board decision.
A board's authority belongs to the board acting as a body, not to any single director. Corporate power is exercised by or under the authority of the board as a whole. One director, even the president, cannot approve a contract, fire a vendor, or bind the association alone; only a vote taken at a properly held meeting can.
Power belongs to the board, not to any director
An HOA board is a corporate body. The law that creates that body gives it power collectively, not to the people who happen to sit on it. A common formulation of this rule in nonprofit corporation codes is that all corporate powers are exercised by or under the authority of the board, and the corporation's affairs are managed under the board's direction.
"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, via Justia
That is one state's wording, but the underlying structure, power vested in the board as a group, is the ordinary shape of nonprofit corporate law. It is the legal reason a single director's opinion, however senior, is not a decision. See individual director authority vs board authority for the fuller contrast.
A chain of "yes" replies is not a vote
The most common way this rule gets broken by accident: the president texts three other directors, each replies "fine with me," and the contract gets signed. No meeting ever happened. Where an association has adopted Robert's Rules of Order as its parliamentary authority, this is squarely addressed, and the answer is no.
"The personal approval of a proposed action obtained from a majority of, or even all, board members separately is not valid board approval, since no meeting was held during which the proposed action could be properly debated."
Source: Robert's Rules of Order Newly Revised, FAQ #19, Robert's Rules Association
The problem is not the medium, it is the missing meeting. A vote needs a quorum present at the same time and a chance for someone to object, ask a question, or move a different course before the matter is decided. This specific rule applies only if your bylaws have adopted Robert's Rules or a similar parliamentary authority, and whether remote or electronic meetings count depends on what your bylaws and state law allow. Check your bylaws before assuming either way.
Delegation does not change who is accountable
The board can hand a task to a committee, a treasurer, or a manager. That authority flows from the board and is limited to what the board actually granted, it does not become a separate, self-renewing power. A committee created to pick a landscaper cannot fire the property manager just because it seems related; that decision was never delegated to it.
The same logic runs the other direction. If someone acts without authority, such as an officer signing a contract the board never discussed, the board can later ratify the action and make it valid retroactively, but it has no obligation to. Until it does, the person who acted did so at their own risk, not the association's. See delegating authority for how to grant this kind of authority correctly the first time.
Check yourself
Answer before you read the explanation, recalling it is what makes it stick.
The board president collects a "yes" reply from all four other directors by text message and signs the contract. Is the contract validly authorized?
The board authorizes a landscaping committee to select a new lawn vendor. The committee instead votes to fire the property manager. What is true?
A treasurer signs a new insurance policy without bringing it to the board. What governs whether this decision is valid?
- D.C. Code §29-406.01, Council of the District of Columbia, via Justia
- Robert's Rules of Order Newly Revised, Frequently Asked Questions, Robert's Rules Association
Related elsewhere in the Academy
Board Authority & Fiduciary Duties
Next, see how a board actually delegates a task without losing accountability for the result: delegating authority.
Whether Robert's Rules or another parliamentary authority governs your board depends on what your own bylaws adopted, and some associations have not adopted one at all. State law on remote meetings, email votes, and written consent in place of a meeting also varies, so confirm what your bylaws and state statute actually allow.