Board Members & Board Authority

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  • What does a condominium or community association Board actually do?

    The Board is responsible for managing the business and affairs of the association.


    While the specific authority of every Board depends upon applicable Illinois law and the association's governing documents, common responsibilities include adopting budgets, collecting assessments, maintaining association property, enforcing governing documents, hiring contractors and professionals, obtaining insurance, maintaining financial records and making decisions concerning the operation of the community.


    Serving on a Board is much more than attending occasional meetings. Board members are entrusted with decisions that affect their neighbors' homes, finances and quality of life.

  • What is a Board member's fiduciary duty?

    Board members generally owe fiduciary duties to the association. In practical terms, Board members should act honestly, in good faith and in the interests of the association rather than using their positions to advance their own personal interests.


    Fiduciary duty issues are highly fact-specific. A Board member who has a personal or financial interest in a matter before the Board should disclose the potential conflict and obtain guidance concerning how it should be handled.

  • Can individual Board members make decisions for the association?

    Generally, no.


    Association authority is ordinarily exercised by the Board collectively through properly conducted Board action. A president, treasurer, secretary or director should not assume that his or her title creates independent authority to bind the association.


    There are exceptions. The Board may authorize an officer, property manager or other representative to perform certain functions on the association's behalf.


    The important distinction is between Board authority and individual authority.

  • Does the Board president have more voting power than other directors?

    Ordinarily, no. The president may have additional responsibilities under the bylaws, but being president does not normally give that person a more powerful vote.


    The association's bylaws should always be reviewed to determine the president's specific authority.

  • Can the Board delegate responsibilities to a property manager?

    Yes. Associations routinely delegate administrative and operational responsibilities to professional

    management.


    However, hiring a management company does not mean the Board has surrendered its ultimate responsibility to govern the association.


    Think of management as part of the association's professional team. Management can implement Board decisions, administer policies, coordinate vendors, maintain records and perform many other functions, but decisions legally reserved for the Board remain Board decisions.

  • Can Board members be personally liable for decisions they make?

    Potentially, although Illinois law, an association's governing documents, applicable insurance and the circumstances surrounding the conduct may provide significant protections.


    Board members should act within their authority, make informed decisions, disclose conflicts, follow applicable law and governing documents and maintain appropriate directors and officers insurance.


    A Board facing a decision that presents unusual financial or legal exposure should obtain professional advice before acting.

  • Should Board members use personal email accounts for association business?

    Boards should exercise caution.


    Association communications can become relevant to record requests, litigation and other disputes. Using personal accounts can blur the line between personal and association communications.


    Associations should consider establishing dedicated association email addresses and adopting communication protocols for directors.

  • Can Board members discuss association business by email?

    Board members routinely communicate electronically, but Boards must be careful that email discussions do not become an improper substitute for a properly noticed Board meeting when Board deliberation or action is required to occur at an open meeting.


    Email is excellent for distributing information and coordinating administrative matters. It should not become a vehicle for circumventing open-meeting requirements.

  • What should a Board do when its members strongly disagree?

    Disagreement is not necessarily unhealthy.


    Strong Boards can disagree vigorously while remaining respectful and focused on the association's interests. Problems arise when disagreements become personal, directors stop communicating, factions form or Board members attempt to undermine decisions after votes have occurred.


    When a dispute begins preventing the Board from governing effectively, involving association counsel or another neutral professional may help restore productive decision-making.