Question: I am one of five directors on my homeowners’ association’s board. After this year’s annual meeting, we elected new officers. The person voted in as president says that he can make any decision he chooses, and does not need a vote from the board. For example, he has said that he can terminate our manager’s contract and that if the board wanted to change managers and he disagreed, he could stop the action. Is this correct? (I.C. by e-mail)
Answers: Under every set of association bylaws that I have ever reviewed, the answer is no. Governing documents for community associations almost universally provide that decisions of the association are to be made by the board unless a vote of the members is required by the governing documents or applicable law (whether it be the Florida Condominium Act, the Florida Cooperative Act, or the Florida Homeowners’ Association Act). Hiring and firing of managers or management companies is almost always a power the bylaws give to the board.
It is difficult to draw a bright line between what actions a president can take on his or her own, and what questions must go to the board as a whole. As a general guidepost, it is often said that the board makes policies and decisions, and the president is to see that those policies and decisions are carried out. As a practical matter, the president (like all officers) serves at the pleasure of the board and can be removed at any time by the board, with or without cause. This acts as a practical check valve against a “runaway president,” and I have certainly seen them from time to time.
So, hiring or firing managers is a board decision (I occasionally see bylaws that also require homeowner approval to hire a manager, but that is rare). Under most bylaws, a majority of the directors must be present at the meeting, either in person or telephonically, to establish a quorum. Once a quorum is established, a majority of those directors present must vote in favor of the item for it to pass. The president need not vote in favor of the motion for it to pass, nor does that president act as a tie-breaker or have veto rights.