HOA President Duties and Responsibilities: A Board

The President Role: Executive Authority with Collective Accountability

The HOA president occupies the most visible position on the board. When homeowners are unhappy, they call the president. When vendors need a signature, they go to the president. When litigation is served, the president is often named first. The role carries real operational authority—but it is still a board position, and most decisions still require a board vote.

Understanding where the president’s authority begins and ends prevents the most common mistakes: presidents who act unilaterally on matters requiring board approval, and presidents who are so deferential they fail to use the authority the bylaws actually give them.

Running Board Meetings

The president chairs all board meetings. This includes setting the agenda in coordination with the secretary, calling the meeting to order, confirming that quorum is present, facilitating discussion, calling votes, and ensuring that motions are stated clearly before any vote is taken.

Running a board meeting effectively means managing time without cutting off substantive discussion. A prepared agenda with time estimates for each item helps. The president can call a motion at any time when discussion has been sufficient—waiting for consensus before calling the vote means the meeting never ends.

Parliamentary procedure, most commonly Robert’s Rules of Order, provides the framework. HOA boards do not need to follow Robert’s Rules formally unless the governing documents require it, but the core principles—one item at a time, motions before votes, majority rules—apply regardless. The president should understand the basics: how to make a motion, how to amend a motion, how to table a motion, and when a second is required.

Executive sessions are a separate matter. When the board needs to discuss litigation, personnel, or individual homeowner collection actions, the president calls the executive session, ensures that only authorized participants are present, and manages the transition back to regular session. The president ensures that decisions made in executive session are properly documented without exposing privileged discussion to the public record.

Signing Authority: What the President Can and Cannot Sign

The bylaws grant the president signing authority for the association. This typically covers:

• Routine contracts for ongoing services (landscape, maintenance, utilities)
• Checks and payment authorizations, often with a co-signature requirement above a specified amount
• Legal documents, notices to homeowners, and correspondence on board letterhead
• Applications, permits, and filings with government agencies

The signing authority is not unlimited. Contracts above a specified dollar threshold, any contract that commits the association for more than one year without a board vote, real estate transactions, and settlement agreements in litigation typically require explicit board authorization before the president signs. When in doubt, bring it to a board vote and document the authorization in the minutes before signing.

A president who signs a contract the board never authorized is personally exposed. The association can sometimes void unauthorized contracts, but not always—and the president may be liable for damages if the other party relied on the signature.

Fiduciary Duty: The President’s Legal Obligation

Every board member owes fiduciary duty to the homeowners they serve. The president’s higher operational authority does not increase fiduciary duty, but it does increase visibility in any dispute over whether duty was fulfilled.

Fiduciary duty in the HOA context has three components:

Duty of care: Make decisions with the care and diligence that a reasonably prudent person would apply under similar circumstances. This means reviewing financial reports, reading contracts before signing, consulting counsel when legal questions arise, and not rubber-stamping decisions without adequate information.

Duty of loyalty: Act in the best interests of the association, not in the personal interests of the president or any other individual. This is the conflict of interest requirement. A president who awards a contract to a company where they have a financial interest—without disclosing and recusing—has breached the duty of loyalty.

Duty to act within authority: Do not exceed the authority granted by the governing documents. Decisions that require a board vote must go to a board vote. Decisions that require homeowner approval must go to a homeowner vote. Acting outside that authority exposes the president personally and may void the action.

The business judgment rule protects presidents who make decisions through proper procedure, with adequate information, and in good faith. It does not protect presidents who act unilaterally, ignore conflicts of interest, or fail to act when action was required.

Enforcement Responsibilities

The president oversees the enforcement of the community’s governing documents: CC&Rs, bylaws, rules and regulations, and any architectural standards. When a homeowner violates these documents, the board’s enforcement process applies. The president ensures that process is followed consistently.

Consistent enforcement matters enormously. Courts have voided HOA enforcement actions where the board selectively enforced rules—citing some homeowners for violations while ignoring identical violations by others. If the association chooses not to enforce a rule against one homeowner, it must either enforce it uniformly or formally suspend enforcement through a board vote. A president who directs staff or a management company to enforce against some homeowners and not others is creating liability.

When an enforcement action is challenged by a homeowner—through a hearing request, a demand letter, or litigation—the president should immediately involve legal counsel. Do not respond to legal threats without attorney review. Even a well-intentioned response can create admissions that complicate the association’s legal position.

Managing Board Conflicts

The president facilitates the board’s decision-making process. When board members disagree, the process is: discuss the merits, call the vote, document the outcome. Dissenting votes are recorded in the minutes. A board member who loses a vote is still bound by the majority decision.

More difficult are personal conflicts: board members with personal grievances against each other, or board members who have financial or personal interests in board decisions that affect their own properties. The president’s role is to surface these conflicts early, require disclosure, and ensure conflicted members recuse from affected votes.

When a board becomes dysfunctional—members not attending meetings, quorum routinely impossible to achieve, personal animosity preventing decisions—the president may need to involve legal counsel to understand the options. These can include calling a special meeting to address board conduct, pursuing removal procedures under the governing documents, or, in extreme cases, seeking a court-appointed receiver to manage the association.

When to Escalate to Legal Counsel

Most HOAs operate for years without needing significant legal guidance. But certain situations require counsel involvement before the president acts:

• Any demand letter, lawsuit threat, or service of process naming the association
• Proposed rule changes that affect homeowner property use rights
• Enforcement situations where the homeowner’s attorney is involved
• Discrimination or fair housing complaints
• Contractor disputes involving unpaid invoices above a material amount
• Any situation where the governing documents are ambiguous and the interpretation has financial or legal consequences

Using legal counsel early costs money. Not using legal counsel early and making a preventable error costs more. The president’s fiduciary duty to act with care includes knowing when the situation requires professional legal judgment.

Working with the Full Board

The president is not a CEO with subordinate officers. The board is a collective decision-making body. The treasurer controls the finances and presents financial reports. The secretary maintains records and handles notices. The president coordinates these functions and ensures the board operates as a unit.

This means the president must be willing to defer to the board’s majority on decisions where the president personally disagrees. It means preparing for meetings, distributing the agenda in advance, and ensuring board members have the information they need to vote on agenda items. It means documenting decisions clearly in minutes even when the president would prefer the decision not be part of the public record.

We built BoardStack to reduce the administrative burden on volunteer boards. When meeting preparation, financial reporting, and record-keeping are handled by software, the president can spend limited volunteer time on judgment calls—the decisions that actually require the president’s attention.

DEFINITION

Business Judgment Rule

A legal principle that protects board members from personal liability for decisions made in good faith, with adequate information, and for a legitimate association purpose. The president benefits from this protection when decisions are made through proper procedure.

DEFINITION

Signing Authority

The legal authority to execute contracts, checks, and legal documents on behalf of the association. The president typically has signing authority defined in the bylaws, often with co-signature requirements for amounts above a specified threshold.

DEFINITION

Executive Session

A closed board meeting restricted to board members and authorized guests. The president calls and presides over executive sessions, which cover personnel, litigation, and individual homeowner collection matters.