
Even though homeowners associations are
quasi-governmental in nature, they are not pure democracies where members can
vote on all issues. Instead, they are representative democracies where powers
are delegated to elected representatives (the board of directors) and limited powers are reserved to the membership. A representative democracy is the
model used throughout much of the world (see blue areas on adjacent map).
Membership Authority. The rights/powers reserved to owners in
good standing are described in the
governing documents and generally include the right to:
No Veto Power. Because of the
division of power between the membership and the board, members do
not have a direct veto over the board's actions (except for
rule changes). Rather, the power to veto is indirect. If members are unhappy with board actions (or inaction), the membership can
remove the board or wait until the annual meeting and elect a new board.
Board Authority. By law, corporations must have
boards of directors. Boards and individual
directors have limited authority and act as
fiduciaries. Unless the governing documents provide otherwise, boards typically have the power to:
- manage the association,
- hire and fire employees and vendors,
- adopt and enforce rules and regulations,
- enforce the CC&Rs and bylaws,
- approve contracts,
- levy and collect regular, special, and emergency assessments,
- pay expenses incurred by the association,
- prepare and adopt budgets,
- repair and maintain the common areas,
- insure the association,
- disburse reserve monies,
- invest funds,
- call membership meetings and appoint inspectors of election,
- appoint and remove officers,
- appoint directors to fill vacancies,
- appoint committees,
- initiate and defend against lawsuits,
- establish architectural standards (either directly or through an architectural committee),
- exercise the powers of a corporation (Civ. Code §1363(c); Corp. Code §7140)
Judicial Deference. Courts will
defer to board decisions, even if the decisions are not the "best" decisions, provided the board made a
reasonable investigation and its decision was in good faith with the best interests of the association in mind (
Business Judgment Rule).