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Propty
Governance

Board of Directors

Also known as: HOA Board, Board of Managers

The elected group of homeowners responsible for managing the affairs of a homeowners association. Board members owe a fiduciary duty to act in the best interest of the community, which encompasses the duty of care, duty of loyalty, and the duty to act within the scope of their authority. Key responsibilities include setting and enforcing community policies, approving annual operating budgets and reserve contributions, authorizing expenditures, hiring and overseeing vendors or professional management companies, and ensuring compliance with governing documents and applicable law. Most boards consist of three to seven members who serve staggered terms as specified in the bylaws, helping ensure continuity of leadership. In California, the Davis-Stirling Common Interest Development Act (Civil Code Section 4800 et seq.) establishes baseline requirements for board governance, including open meeting obligations, election procedures, and record-keeping duties. Board members are typically protected from personal liability for good-faith decisions under the business judgment rule, provided they act on an informed basis, in good faith, and in the honest belief that their actions serve the association's best interests. Serving on a board is a volunteer commitment that carries real legal obligations, so understanding these duties before accepting a seat is essential.

Common Misunderstanding

Board members are not personally liable for good-faith decisions made within their authority, as long as they exercise reasonable care.

Frequently Asked Questions

How many members should an HOA board have?

Most HOA boards have three to seven members, as specified in the bylaws. The ideal size balances having enough members for diverse perspectives with keeping the group small enough to make decisions efficiently. California law does not mandate a specific number, but the bylaws must state the authorized range (Civil Code Section 7151).

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