Great leaders emphasize consistency, empathy, honesty, integrity, reason and transparency.


Does your Board have an established process to work through decisions? Of course you have meetings (see this Board meeting survey), but HOW do you plan, prioritize, synthesize and execute all of the myriad decisions that your community needs to tackle? Welcome to decision-making 101 and governance 101.


Begin by reading your state statutes. Many common interest communities (CICs) are organized as non-profit corporations. Is yours? Non-profit corporations are usually subject to additional requirements for meetings, voting, disclosure, notice, and more that may not be covered in CIC-specific statutes.


Decision-making often centers around around the role of Board and how individual Board members play a role. Understanding how non-profit Boards work as a team is essential, but so too is understanding the appropriate venue to make decisions. Some statutes, like WUCIOA, require that all non-ministerial acts require decision-making in an open meeting. Plan and execute all meetings by following your adopted parliamentary procedure (likely Robert's Rules of Order), but also take care to indulge in robust discussion during meetings when appropriate. Informed discussion leads to informed motions, not vice versa. Complicated, time-consuming topics often benefit from the involvement of a committee. Well-intentioned volunteerism and meeting attendance is not enough.


Remember that your Board often has authority to delegate specific processes, tasks and work streams, but does not have authority to delegate its ultimate responsibility to govern your community. The work product of your association's staff and third-party vendors (law firms, consultants, community association manager, etc.) is only as good as the direction, information (facts and context), conversations and questions you exchange. There's almost always a question behind the question. It's the Board's job to ask and then ensure you receive answers. Very little of life in general is as simple as paying someone else to do a job, because those third parties often need oversight and direction that only someone "plugged in" can provide.


"The problem is that good governance, whether in the public or private sector, depends on the initiative and leadership of good people. Having the time and the desire to serve is not the same as having the common sense, judgment, and character to serve well. Lapses in the vetting process, coupled with the absence of any competition for the job, can produce "governors" who, at best, are uninspired and, at worst, draconian (if not morally deficient) in approach." - Paula A. Franzese's Privatization and Its Discontents: Common Interest Communities and the Rise of Government for "the Nice."

Governance can be daunting!

Governance is daunting!

Read this TLDR blog article for some tips to stay safely afloat.

Move forward by reading your governing documents. If you have a well-rounded set of unambiguous written governance (declaration / CC&Rs, bylaws, rules and regulations, policies, procedures, resolutions) already in place, follow the language therein. If there's an ambiguity, seek a clarification and, when the time is right, amend or restate your declaration and/or bylaws to provide clarity. Whatever you do, having debates about the meaning of words is not worthwhile. Trust, verify and then act accordingly. Failure to observe your written governance is a violation of your duty of care. Fraudulent and/or malicious intent isn't required. Violating the law is often a matter of making "common sense" assumptions. The Board, community association manager (CAM) and management company have essentially ONE job: make reasonable decisions based on the written governance and contractual obligations applicable to the community.


Countless CIC discussion threads reference the decision-making authority of a Board President in ways that are contrary to norms for common interest communities. Directors of nonprofit common interest communities almost always have an equal voice and an equal role to play with regard to decision-making. The CAI Board Member Toolkit puts this succinctly in its Role of the President - CAUTIONS section:

  • Boards should understand that the president's power-or authority-is no more and no less than the other board members.

Our ethics page further explains this topic and highlights that Only the Board Makes Decisions. The WA State Nonprofit Handbook also provides wonderful source material. Some key excerpts:

  • The entire board acts as a unit when fulfilling governance functions. Board members generally act individually or through committees when fulfilling support functions.

  • Control: No one person owns or controls a nonprofit. A nonprofit is governed by a board of directors.

  • To be a valid act of the corporation, the act must be approved by a majority of the directors at a board meeting in which a quorum is present.

  • Directors cannot appear by proxy or give their proxies to another director. Directors must be present to listen to the discussion, consider each resolution, and vote based on their judgment.


While statutes vary, most states require every volunteer director to abide by a duty of care. Some states also require a fiduciary duty. Our holistic example Bylaws includes all of the Board officer information you see below.

TYPICAL ROLES OF BOARD OFFICERS

The President

The President, subject to supervision by the Board of Directors, shall oversee rule and policy development and enforcement, conduct meetings, prepare agendas, and work with committees. The president is the official spokesperson for the board—to association Unit Owners, the Managing Agent (or management company), vendors, the press, and the greater community. The President shall preside at all meetings of the Board of Directors and the Members, shall be responsible for carrying out the plans and directives of the Board and shall report to and consult with the Board. The President shall have such other powers and duties as the Board may prescribe.


The Vice–President

The Vice–President shall have all powers and duties of the President when the President is not available, and shall have such other powers and duties as the Board may prescribe.


The Secretary

The Secretary, personally or with the assistance of others, shall keep minutes of the meetings of the Board of Directors and the Members and shall arrange for Notice of such meetings; maintain other corporate records; attest all contracts and other obligations or instruments in the name of the corporation, when necessary or appropriate; and perform such other duties as the Board of Directors may from time to time designate.


The Treasurer

The Treasurer shall provide overall superintendence of Association funds and shall advise the Board of Directors The Treasurer shall oversee the care and custody, and be responsible for, all funds and securities of the corporation, and shall cause to be kept regular books of account and shall provide periodic financial reports to the Board of Directors. The Treasurer shall cause to be deposited all funds and other valuable effects in the name of the corporation in such depositories as may be designated by the Board of Directors. In general, the Treasurer shall perform all of the duties incident to the office of the Treasurer, and such other duties as from time to time may be assigned by the Board of Directors.


Read Always Ask "WHY?": Are Empathy and Reason YOUR Stars and Stripes?

All Governance Topics
Strategic Planning Best Practices
Transition from Declarant Control Best Practices

A Note About Board Member Education


Revenue-based credentials for CIC volunteer leaders are not aspirational. These credentials do not hold value in organizations where there are no standards for shared competence and compliance. The real challenge, of course, is convincing five or more unique individuals to understand and abide by all of your CIC's statutory and governing document requirements, including the thorny items like ethical codes of conduct.


Aside from CIC common expenses for services from vendors and staff (including the counsel of competent professionals), substantially all of the resources homeowner leaders need to successfully navigate their tenure guiding their community are absolutely free, EXCEPT for their time. Many people forget to mention or properly value their own time and the time of others. The amount of wisdom available from the greater CIC community is immense and quite a lot has been published -- for free -- to provide exactly the kind of examples and information any given person needs to faithfully execute the duties of a nonprofit Director.


There is a great amount of quality homeowner leader education available for free. No organization is qualified to certify volunteer leadership for CICs by charging $99 to $199 for 4 hours of self-study material. No amount of educational material will address core deficiencies in volunteer leadership. The fix? Motivated volunteer leaders who are willing to sacrifice their own time to learn and to improve their communities.


Given a tendency of many CICs to under-spend common funds for great results from competent third party resources combined with overspending / overtaxing volunteer leader time, it's a non-sequitur to conclude that CICs will benefit from paying for basic education.

Statutory & Governing Documents Hierarchy

Statutory & Governing Documents Hierarchy