Delegating Director Duties
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DELEGATING DUTIES

Delegating Duties. Boards can delegate a great many of their duties to others. For example, boards can hire a managing agent to conduct the association's day-to-day operations.

The board may delegate the management of the activities of the corporation to any person or persons, management company, or committee however composed, provided that the activities and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the board. (Corp. Code §7210.)

[D]irectors may delegate their authority to a committee (Corp. Code, §§ 300, subd. (a), 311, 7210, 7212, subd. (a)). (Finley v. Superior Court (2000) 80 Cal.App.4th 1152, 1161.)

There are various types of committees--any of which the board can delegate authority or make advisory only. If a board delegates authority to a committee, there should be a record of the delegation. Normally, that would be in the board's meeting minutes.

Nondelegable Duties. There are some duties that association boards of directors cannot delegate, i.e., they cannot be assigned or transferred to a person or committee. They include the following:

Potential Liability. While boards can delegate duties, they cannot delegate liability. Boards remain liable for actions taken by managers, committee members, etc. to whom they have delegated authority. Accordingly, boards need to oversee persons with delegated authority.

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