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. Read It Doesn't Say We Can't Do It to learn why the absence of statements explicitly forbidding certain actions does not support doing "everything else." Statutes and governing documents are not the tax code. Don't be fooled into governing by the margins.

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 are almost always peers with an equal voice and an equal role with regard to decision-making. Our ethics page, the WA State Nonprofit Handbook and the CAI Board Member Toolkit summarize:

  • Only the board makes decisions!

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

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

    • The entire board acts as a unit when fulfilling governance functions.

      • Board members generally act individually or through committees when fulfilling support functions.

  • 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 motion, and vote based on their judgment.

Most states require every volunteer director to abide by a duty of care and some also require a fiduciary duty. Our holistic example Bylaws includes all of the Board officer information you see below.


Intriguingly, most bylaws never list roles or duties for at-large directors , but the truth is that every volunteer director has the same voice and vote.  Pigeonholing volunteer directors is the fastest way to eliminate the team-oriented nature of responsibility that's incumbent on your Board.  The Treasurer is not the only volunteer who should review your financials, nor is the President the only volunteer who leads the organization down the right path, nor is the Secretary the only volunteer who reviews and corrects meeting minutes.

It's far too easy to start "turf wars" about who is individually responsible and forget about the requirement to work as a team. This happens all the time because individual support roles for volunteer directors can get very messy. Both personal experience and reflection based on hundreds of comments from CIC volunteers across the United States suggests that communities suffer because of unilateral decision-making driven by a fundamental misunderstanding of the shared nature and implied teamwork model required of volunteer community governance. Officer roles often mean that the team model goes out the window. The CIC universe would be a better place if more statutes and governing documents emphasized the teamwork necessary to effectively govern.

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.

At-Large Directors

All of the above!

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

Some CIC bylaws dictate Model A:

  • ONLY Owners can serve as Volunteer Directors

  • ONLY Volunteer Directors can serve as Board Officers

N.B. Relatively few state statutes limit the creativity of volunteer director qualifications. For example, Texas bars felons felons from serving. Your association's bylaws may employ a blended model not displayed here.

REMEMBER: Owners vote to elect and remove directors. Directors vote to elect and remove officers.

Some CIC bylaws dictate Model B:

  • Residents -OR- Owners can serve as Volunteer Directors

  • ONLY Volunteer Directors can serve as Board Officers

REMEMBER: Owners vote to elect and remove directors. Directors vote to elect and remove officers.

Some CIC bylaws dictate Model C:

  • The Public -OR- Residents -OR- Owners can serve as Volunteer Directors & Board Officers

REMEMBER: Owners vote to elect and remove directors. Directors vote to elect and remove officers.

Further reading: Can A Grantor Be Trustee of His Irrevocable Trust? and from Investopedia: Irrevocable Trusts Explained: How They Work, Types, and Uses

If the grantor is the trustee then the grantor can participate, but further look to your declaration / CC&Rs and bylaws (the answer is less likely to be found in your state CIC statutes). Here's an example definition that's particularly relevant:

"Unit Owner" includes any Board Member, officer, Member, partner, or trustee of any person, who is, either alone or in conjunction with another person or persons, a Unit Owner.

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.

CIC Governance Hierarchy

Statutory & Governing Documents Hierarchy.pdf