Our contractor sent a change order mid-project. How should the HOA board review and approve it?

By OurHOA · General information · Revised November 4, 2026

How an HOA board reviews a contractor change order: sort the cause, check the price, approve within set limits, track the contingency and pay on time.

Part of the HOA board handbook: vendors, projects and upkeep.

Treat every change order as a new purchase

A change order is a written amendment to a signed contract that changes the scope, the price, the schedule, or all three. When one lands mid-project, the board has four questions to answer before the crew does the extra work: is this really new work, is the price fair, does the person signing have authority to commit association money, and is there money to pay for it. If the answer to any of them is no or unknown, the work waits. The rule that prevents most fights is simple. No extra work happens on a verbal yes, and no change-order invoice gets paid without a signed change order behind it. A director standing in the parking lot who says "go ahead" has just created a dispute about what was agreed and at what price. Rules on board meetings, bids and contractor payments vary by state and by the community's declaration and bylaws. This guide is general education, not legal advice.

Sort the request by what caused it

Pull out the bid scope, the proposal and the signed contract first. Most change orders fall into one of four kinds, and each is handled differently. Board-requested changes. The association asked for something new, such as adding a section of fence or upgrading to a heavier shingle. The association pays, at a negotiated price. Hidden conditions. The crew found something nobody could see at bid time: rotted roof decking under old shingles, rock under a sidewalk, a corroded pipe inside a wall. These are legitimate, and a well-written bid already has unit prices or an allowance for them. Scope the contractor missed. The item was in your specifications, but the contractor left it out of its price. A fixed-price contract usually puts that on the contractor. Point to the page and line in the scope and decline the change order in writing. Price increases. The contractor says materials went up. Unless the contract has an escalation clause that says how increases are calculated, a fixed price is a fixed price. If there is a clause, ask for the supplier's old and new invoices and check the math against the clause.

Check the price against the bid

Ask for a breakdown, not a lump sum: labor hours and the hourly rate, materials with quantities, equipment, any subcontractor quote, and the overhead and profit markup. Then compare it with the unit prices and markup in the original bid. If the contract sets a markup on changes, hold the contractor to it. Write the working days the change adds into the change order, or the open question becomes a delay claim later. If the change removes work, ask for the credit at the same time. Here is how that plays out on a roof replacement. The contract is $186,000 with a 10 percent contingency of $18,600. The bid included replacing up to 40 sheets of rotted decking and listed $95 for each additional sheet. Tear-off finds 130 bad sheets. The contractor sends a lump-sum change order for $12,400. The board asks for the unit-price version: 90 extra sheets at $95 is $8,550. The board approves $8,550 and two added working days, and $10,050 of contingency remains. For hidden conditions, ask for photos of each damaged piece before it is covered, or have your consultant or the board's project contact count sheets as they come off. Once new decking is down, nobody can check the count.

Decide who can approve and up to what amount

Before work starts, the board should pass a resolution naming one project contact and setting limits. A sample motion: "The board authorizes [name], as project contact, to approve written change orders on the [project] contract up to $2,500 each and up to the remaining contingency in total. Any change order above either limit, or any change that adds scope not in the original specifications, comes to the board. The project contact will report every change order at the next board meeting, and the secretary will file each one with the contract." State rules shape how the board itself votes. Florida Statutes 720.303(2)(a) lets directors communicate by email but bars voting on association matters by email, and it opens meetings of any committee that makes a final decision on spending association funds. A Florida project committee that approves change orders has to meet with notice. In Texas, Property Code 209.0051(h) lists actions a board may take only in an open meeting with notice to owners, including amending the budget, levying a special assessment, borrowing money, and building new capital improvements other than repairing or replacing existing ones. A change order that needs any of those goes to an open meeting. In Colorado, C.R.S. 38-33.3-308(2.5)(b) lets owners speak on an issue before the board votes on it. Section 38-33.3-317(1)(c) and (d) makes minutes, actions taken without a meeting, and directors' written communications and votes on those actions part of the records owners can ask to see, so an email approval should be written to be read.

When a change pushes past a bid or budget line

Florida Statutes 720.3055(1) requires competitive bids when a contract for materials, equipment or services requires payment above 10 percent of the association's total annual budget, including reserves, and section 720.3055(2)(b) leaves room for emergencies. The statute does not mention change orders. If one change order is really a separate job, such as adding a new parking area to a repaving contract, bid it as its own project or ask the association's attorney first. Texas Property Code 209.0052 requires an association to use its own bid process for a services contract costing more than $50,000. It also sets extra conditions when the contractor is a director, a close relative, or a company either one has a financial interest in, including outside bids and a vote by the disinterested directors only. Run change orders on that kind of contract through the same steps. When the contingency runs out, the board's choices are to cut or defer scope, move money from another line under the rules of its governing documents, borrow, or levy a special assessment. Make that decision in a noticed meeting, and tell owners why before the vote.

Pay change-order invoices on time and hold back only what's disputed

Pay the undisputed amount on schedule and dispute the rest in writing. Texas Property Code 28.002 requires an owner to pay a contractor's written request for properly performed work within 35 days of receiving it. Under section 28.003(b), on a project that is not a detached single-family home or a building of up to four units, an owner with a good-faith dispute may withhold up to 100 percent of the difference between what the contractor claims and what the owner says is due. Late amounts carry interest of 1.5 percent a month under section 28.004, and under section 28.009 a contractor may suspend work 10 days after giving written notice of nonpayment. Section 53.101 separately requires the owner to keep back 10 percent of the contract price during the work and for 30 days after completion, so update that figure when change orders raise the price. Florida Statutes 715.12 covers written contracts for work that can support a construction lien. Payment is due on the contract's terms once the contractor has sent a written request and the affidavits or waivers required by section 713.06. If the request is incomplete or wrong, the association has 14 days to return it with the reasons in writing. Section 715.12(6)(e) says a dispute does not allow withholding payment for work the dispute does not affect, unless the contract says otherwise. Ask for a conditional lien waiver that covers each change-order payment, not only the base contract.

Keep a change order log and a standard approval

Give each change order a row in one spreadsheet tab: number, date received, a one-line description, cause (board request, hidden condition, scope dispute, price increase), amount requested, amount approved, working days added, who approved it and the date, and the contingency left after it. Read the running total aloud at each board meeting and put it in the minutes. Use the same wording each time so nothing is left out. A sample: "Change Order No. 3, [project]. The contractor will remove and replace 90 additional sheets of roof decking at the bid unit price of $95 per sheet, for $8,550, and the completion date moves by two working days. All other contract terms are unchanged. Approved by [name], [title], under the board resolution of [date]." Both the contractor and the association sign it before the work is covered. Our guide on vendor contract red flags covers the change order clause to negotiate before signing, and our guide on how to plan a major HOA project covers setting the contingency in the first place.

Mistakes boards make with change orders

The most common mistake is the verbal yes from a director on site, followed weeks later by an invoice nobody remembers approving. Close behind it are paying a change-order invoice with no signed change order, accepting a lump sum without unit prices, and letting residents give instructions to the crew. Quieter ones: no credit asked for when work is dropped, a materials increase the contract never allowed, a blank schedule line that leaves no answer to a delay claim, and a dozen $800 changes that together ate the whole contingency. The fix is the same for all of them: one project contact, signed change orders before the work, a breakdown checked against the bid, and a log the whole board sees.

Sources

These guides are general education for HOA boards and residents, not legal, tax, or financial advice. Rules vary by state and by your community's governing documents - check with a professional for your situation.

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