Delegation of Duties by Boards
Boards can delegate many of their duties to others. For example, boards usually hire a management company to conduct the association’s day-to-day operations. However, all corporate powers are exercised under the ultimate direction of the board.
Directors may also delegate their authority to committees. If a board delegates authority to a committee, there should be a record of the delegation in the minutes of a board meeting.
There are some duties that association boards cannot delegate. They include:
- Attending board meetings,
- Approving settlement agreements,
- Voting on motions,
- Filling vacancies on the board,
- The decision to file a lawsuit,
- Deciding to foreclose on a lien.
While boards can delegate duties, they cannot delegate liability. Boards remain liable for actions taken by management companies, and committee members to whom they have delegated authority. Consequently, boards must oversee those with delegated authority and exercise good judgment in deciding who to trust.
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