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Board & governance

How do we write a chart of which HOA decisions an officer, the board or the owners make?

By OurHOA · General information · Revised

How to write an HOA decision authority chart: what an officer decides alone, what needs a board vote at an open meeting, what owners must vote on, and emergency limits.

Part of the HOA board handbook: running the board.

What the chart is for

A decision authority chart is a one-page table with three columns: things an officer or manager can decide alone, things that need a vote of the board, and things only the owners can decide. Most small boards run on memory instead, and the gaps show up at bad times: the president signs a landscaping change nobody voted on, or an owner asks who decided to tow their car and nobody can say. Write the chart from your declaration, bylaws and state statute, adopt it by board resolution at an open meeting, and review it every year when officers change. It gives nobody new power. It writes down what the documents already hand out. Spending limits are a separate question with their own numbers, and our guide on whether an HOA needs a purchase order or spending approval policy covers them, so this chart stays on the decisions that are not mainly about dollars. Rules vary by state and by your governing documents, so treat this as an education guide to the board's process, not legal advice for your community.

Start with the documents, then the statute

Pull four things before anyone drafts a row: the recorded declaration, the bylaws, any board resolutions still in force, and your state's HOA statute. Mark every sentence that says who may do something, such as "the Board may", "with the approval of owners holding" or "the President shall". Those sentences are your chart. Anything nobody is named for usually falls to the board by default. Colorado states the default outright. Section 38-33.3-303(1)(a) of the Colorado Common Interest Ownership Act says the executive board may act in all instances on behalf of the association, except where the declaration, the bylaws, subsection (3) of that section or another provision of the act says otherwise. Most bylaws in Texas and Florida land in the same place, so the board column will be the longest. The work is finding the exceptions that push a decision up to the owners or down to an officer.

What only the owners can decide

Put these at the top of the owner column, because no board resolution can move them. Amending the declaration. In Texas, Property Code section 209.0041(h) requires a vote of 67 percent of the total votes allocated to owners entitled to vote, unless the declaration sets a lower percentage. In Colorado, section 38-33.3-217(1)(a) requires more than 50 percent, or a larger figure the declaration specifies, capped at 67 percent. In Florida, section 720.306(1)(b) sets a default of two-thirds of the voting interests for amending governing documents, unless the documents or the law say otherwise. Electing the board. Colorado section 38-33.3-303(3)(a) says the board may not elect its own members or set their qualifications, powers, duties or terms, though it may fill a vacancy for the rest of a term. Budget review in Colorado. Under section 38-33.3-303(4)(a), the board adopts a proposed budget, sends owners a summary within 90 days and holds an owner meeting. The budget stands unless a majority of all owners vetoes it at that meeting. Then add whatever your own declaration reserves to owners. Common examples are a special assessment above a set amount, borrowing secured by assessments, selling or encumbering common area, and adding a new amenity. Copy the percentage and section number into the row.

What the full board must vote on, and where

The board column needs two parts: what the board decides, and the conditions for a valid vote. State law sets most of the conditions. Texas is the most specific. Property Code section 209.0051(h) lets a board act outside a meeting, including by electronic vote, only if every director gets a reasonable chance to give an opinion to all the others and to vote, and the action must be summarized at the next meeting. It then lists 15 subjects the board may not consider or vote on except in an open meeting with prior notice to owners. The list includes fines, damage assessments, starting foreclosure, starting most enforcement actions, raising assessments, special assessments, appeals from an architectural denial, suspending an owner's rights, borrowing or lending money, adopting or amending a dedicatory instrument, the annual budget and amendments to it, buying or selling real property, filling a board vacancy, new capital improvements, and electing an officer. Copy that list into your Texas chart word for word. Florida section 720.303(2)(a) allows directors to use email to communicate but not to vote. Section 720.303(2)(c) requires that any board meeting where assessments will be levied say so in the notice, and requires 14 days' notice, mailed, delivered or emailed and posted, before a meeting that considers special assessments or rule changes about parcel use. Directors may not vote by proxy or secret ballot, except that secret ballots may be used to elect officers. Colorado section 38-33.3-308 opens board meetings to owners, lets owners speak on an issue before the board votes on it, and bars adopting any rule during an executive session.

What an officer can handle alone

This column is where the chart saves the most time, because it lets the board stop voting on errands. An officer or a manager should be able to act alone when two things are true: the board has already set the policy or approved the contract, and the act does not appear on the state's must-vote list. Typical rows: signing a contract the board approved at a meeting, scheduling a vendor already under contract, sending the first courtesy letter under an enforcement policy the board adopted, answering a records request within the statutory deadline, approving a clubhouse rental under the written rental rules, posting meeting notices. Name the role, not the person, so the chart survives an election. Write "Secretary" instead of "Linda". Keep judgment calls out of this column. A fine, a decision on an architectural application, a waiver of a rule for one owner and a new rule all need the board or the committee the documents name. Florida's open meeting rule in section 720.303(2)(a) also reaches committees that make final spending or architectural decisions, so a committee that decides alone still has to meet in the open.

Emergency authority

Every chart needs one row for emergencies, and it should be narrow. Define an emergency as an event that threatens health, safety or property and cannot wait for a board meeting: a burst main, a fallen tree across the entry road, a broken pool gate. Give the president, or the next officer in line if the president cannot be reached, authority to act, with a dollar cap and a duty to report to the full board within 48 hours and to the owners at the next meeting. Texas leaves room for this. The must-meet list in section 209.0051(h) excludes enforcement actions for temporary restraining orders and for violations that threaten health or safety. Florida goes further for declared disasters: section 720.316 lets the board use emergency powers when a state of emergency is declared for the association's area, such as meeting by phone or video on whatever notice is practicable and naming assistant officers who are not directors. Section 720.316(2) limits those powers to the time reasonably needed to protect people, limit further damage and make emergency repairs. Your chart should say that the emergency row never covers raising assessments, borrowing or new capital work, which go back to a noticed meeting.

A sample chart and the motion to adopt it

A short version for a Texas association of 80 homes might read like this. Officer alone: sign board-approved contracts (President); schedule contracted vendors (Vice President); first courtesy violation letter under the adopted policy (Secretary); answer records requests within the statutory deadline (Secretary); approve clubhouse rentals under the written rules (Treasurer). Board vote at a noticed open meeting: fines and appeals, architectural denials on appeal, new or amended rules, the budget, any assessment change, filling a vacancy, electing officers, borrowing, capital improvements, hiring or firing the manager. Owners: amending the declaration (67 percent of all votes unless the declaration sets less), electing directors, and any item the declaration reserves, listed with its section. Emergency: President, up to the cap in the spending policy, report to the board within 48 hours. A motion the secretary can read into the minutes: "I move that the board adopt the Decision Authority Chart dated [date] as a board resolution, that it replace any earlier delegation of authority that conflicts with it, that the secretary post it with the governing documents for owners, and that the board review it at the first meeting after each annual election." Put the chart in the new-director binder and send regular vendors a note naming which roles can order work.

Mistakes that make the chart useless

Writing it from memory instead of the documents is the most common one. Someone insists owners must approve anything over $5,000, nobody can find that number in the declaration, and projects stall for years over a rule that does not exist. Every row should cite a section of the documents, a statute or a board resolution. The second is putting decisions in the officer column that state law reserves for an open meeting. In Texas, a board that fills a vacancy or approves a special assessment by email vote has decided two items that section 209.0051(h) reserves for a noticed open meeting, and the decision is open to challenge. The third is never updating it. A bylaw amendment, a new manager or a new statute can change three rows at once, so write the date of the last review at the top of the page.

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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