Why unauthorized commitments happen
Most HOA board members are volunteers. They want to help their neighbors and keep things moving. Sometimes, that eagerness leads a board member to act alone—agreeing to a homeowner’s request, telling a vendor to start work, or making a statement about what the association “will” do. The intention may be good, but the result is confusion, risk, and sometimes even legal or financial trouble for the association.
Boards are designed to act as a group. The governing documents and state law typically require that decisions—especially those involving contracts, expenditures, or policy—be made by a majority vote at a properly noticed meeting. When one board member acts outside that process, it undermines the board’s authority and can expose the association to liability.
The risks of unauthorized promises
When a board member makes a commitment without approval, several problems can follow:
Homeowner confusion: Residents may believe the promise is official and expect the association to deliver, even if the board never agreed to it.
- Vendor disputes: Contractors may begin work or incur costs based on a single board member’s direction, leading to billing disputes or even legal claims if the board refuses to pay.
- Loss of trust: Other board members and homeowners may lose confidence in the board’s ability to govern fairly and transparently.
- Legal and financial exposure: The association could be held responsible for unauthorized commitments, especially if the board member appeared to have authority.
Clarifying who has authority to act
The first step is to review your association’s governing documents. Most bylaws and CC&Rs specify that the board acts collectively, not individually. Only the board as a whole—or an officer or manager specifically authorized by a board vote—can make binding decisions for the association.
If your documents are unclear, consider adopting a board conduct policy that spells out:
- Who can communicate with vendors on behalf of the association
- Which officers (president, treasurer, etc.) have authority to sign contracts or approve expenditures
- The process for handling homeowner requests and complaints
A clear policy helps prevent future misunderstandings and gives the board a basis for addressing unauthorized actions.
Working with management to correct inaccurate expectations
If a board member has made a promise to a homeowner or vendor, the board and management company should address it quickly and directly. Here’s how:
- Acknowledge the situation: Let the affected party know that the board is aware of the commitment and is reviewing it.
- Clarify the process: Explain that all association decisions must be approved by the board at a meeting, and that no individual board member can make binding commitments alone.
- Review the request: The board should discuss the issue at the next meeting and decide whether to honor, modify, or decline the commitment.
- Communicate the outcome: Once the board has made a decision, communicate it clearly and in writing to the homeowner or vendor.
This approach shows that the board takes the issue seriously, respects the association’s processes, and is committed to fairness.
Establishing consistent communication practices
Preventing future problems starts with clear, consistent communication—both within the board and with the community.
- Board training: New and returning board members should receive orientation on their roles, the limits of their authority, and the importance of acting as a group.
- Management partnership: Work closely with your management company to ensure that all requests, complaints, and vendor communications are routed through the proper channels.
- Meeting minutes: Document all board decisions in the minutes, including who is authorized to act on behalf of the association.
- Homeowner education: Remind residents that only the board as a whole can make official decisions, and encourage them to bring requests to meetings or through the management office.
Resolving problems constructively
If a board member repeatedly acts without approval, the board may need to take further steps:
- Private conversation: The board president or a small group can meet privately with the board member to explain the issue and ask for cooperation.
- Board resolution: The board can adopt a formal resolution clarifying roles and expectations.
- Removal from office: In serious cases, the board may have the authority to remove an officer from their position (though not from the board entirely) if they continue to act outside their authority. Check your bylaws for the process.
- Consult legal counsel: If the unauthorized action has created legal or financial risk, consult the association’s attorney for guidance.
