Board Legal Authority: Where It Comes From, and Where It Stops

Jason Hamilton Mikes, JD, MBA
Founder & Managing Shareholder

• Published September 25, 2026
• Reviewed by Jason Hamilton Mikes, JD, MBA, September 26, 2026
• Florida Statutes as of July 1, 2026
• Applies to: Condominiums · HOAs · Cooperatives

An association board holds real power over other people's property, and it holds that power on loan. Every decision a board makes is traceable to a specific grant of authority in the statute or the governing documents, and every decision that is not traceable is vulnerable. Knowing where the grant runs out is what separates a board that can act confidently from one that either freezes or overreaches.

The five sources, in order

Authority flows downward through five layers. When two of them conflict, the higher one governs and the lower one is simply unenforceable to the extent of the conflict.

Two features of the top layer are worth understanding. Some statutory provisions are mandatory floors, and a contrary provision in the declaration is void. Others are defaults that apply only when the documents are silent, usually signaled by phrasing such as "unless otherwise provided in the declaration." The statute normally tells you which kind it is, and getting that reading wrong is the most common source of an invalid board action.

For condominiums, § 718.112(2) closes a gap boards often miss: the bylaws are deemed to include the statutory requirements whether or not anyone amended them. A board reading only its original bylaws is reading an incomplete document.

What the board may decide alone

Within its grant, the board's authority is broad and does not require owner ratification. A board that puts routine operational decisions to a membership vote is not being cautious; it is abdicating.

• Adopting the annual budget and levying regular assessments in the amounts the budget requires.
• Levying special assessments, subject to notice requirements and to any percentage cap or owner-approval requirement the documents impose.
• Contracting for services and hiring the manager, the attorney, the accountant, the engineer and the insurance agent, subject to the competitive bidding thresholds.
• Maintaining, repairing and replacing the property the association is responsible for, including emergency repairs.
• Enforcing the documents, including fines and suspensions through the required committee process.
• Adopting rules on use and conduct where the declaration or bylaws grant rulemaking authority.
• Purchasing insurance and setting deductibles.
• Pursuing or settling claims on the association's behalf, subject to anything the documents require.

The cleanest way to test a proposed action is to ask where the power comes from, out loud, before the vote, and to put the answer in the minutes. If nobody at the table can point to a provision, the board is about to find out the hard way.

What requires an owner vote

A different set of decisions belongs to the membership. The board can recommend, schedule, and administer the vote. It cannot substitute its own.

Material alterations are where boards get into trouble most often, because the line between repair and alteration is not obvious. Replacing a failed roof with the same product is maintenance. Replacing it with a different material, or changing the color of the building, or converting a shuffleboard court into a dog park, is a different question. Our guide to material alterations works through where the line falls.

The business judgment rule and its limits

Florida courts give association boards meaningful deference. A board decision made within the board's authority, in good faith, on a reasonably informed basis, and without a conflict of interest, is generally not second-guessed by a court merely because it turned out badly or because an owner would have chosen differently.

The protection has four preconditions, and each one is a place a board can lose it.

1. Authority. The rule protects how the board exercised a power it had. It does not create power. An act outside the board's authority is not protected no matter how carefully it was considered.
2. Process. The board must be informed. Getting a proposal, an engineer's opinion or a legal opinion, and documenting it, is what "informed" means in practice.
3. Good faith. Section 617.0830 requires directors to act in good faith, with the care an ordinary prudent person in a like position would reasonably believe appropriate under similar circumstances, and in a manner reasonably believed to be in the association's best interests. Section 718.111(1)(a) and § 720.303(1) apply that standard and add a fiduciary relationship to the owners.
4. No conflict. A director with a financial interest in the transaction is outside the rule as to that decision, and the conflict has to be disclosed and handled under the chapter's conflict provisions.

Section 617.0830 also permits a director to rely on information and reports from officers, employees, legal counsel, accountants and board committees where the director reasonably believes the reliance is warranted. That reliance provision is the statutory reason a board should get the engineer's report before voting on the roof, and it is worthless if the board never obtained the report.

Separately from deference to decisions, rules adopted by the board must be reasonable, and courts test that reasonableness independently. Our discussion of director fiduciary responsibilities takes the duty side of this in more detail.

The board acts as a body, at a meeting

This is the point on which otherwise careful boards are most frequently wrong. The board is the decision-maker. A director is not. Authority exists in the collective, exercised by a majority at a meeting for which proper notice was given and at which a quorum was present.

Three consequences follow.

• No e-mail votes. Condominium directors may use e-mail to communicate but may not cast a vote on an association matter by e-mail. § 718.112(2)(c). A poll that produces four yeses in an inbox is not a decision, and ratifying it at the next meeting does not fix what happened in between.
• Written consent requires everyone. Chapter 617 allows directors to act without a meeting only where the action is taken by all members of the board and is evidenced by written consents signed by each director. § 617.0821. That is a rarely available tool, not a routine substitute for meeting.
• Notice is jurisdictional in practice. Board meeting notice must be posted conspicuously at least 48 continuous hours in advance for condominiums, and 48 hours for HOAs with a 7-day mailed alternative, with 14 days for a non-emergency special assessment or a rule amendment regarding unit or parcel use. A decision made at an improperly noticed meeting is exposed.

Participation by telephone or real-time video counts. A condominium board or committee member attending by telephone or video conference counts toward a quorum and may vote as if physically present under § 718.112(2)(b)5., and the meeting notice must carry a hyperlink, a conference telephone number and the physical location. Our guidance on meeting notices and agendas covers the posting mechanics, and our note on board e-mail and text messages covers what directors may safely put in writing.

The president's actual authority

Most boards, and most presidents, substantially overestimate this. The office of president does not carry independent decision-making power. Under § 617.0841, each officer has the authority and performs the duties set forth in the bylaws, or as prescribed by the board of directors. That is the whole grant. If the bylaws do not give the president a power and the board has not delegated it, the president does not have it.

What the president typically does have is procedural: presiding at meetings, signing instruments the board has authorized, and executing documents on the association's behalf after a board vote. What the president typically does not have is the power to hire a vendor, settle a claim, fire the manager, authorize an expenditure, waive a rule for an owner, or commit the association to anything, absent a delegation.

Delegation is available and often sensible. A board can vote to authorize the president to sign a contract on terms the board approved, or to approve change orders up to a stated dollar amount. Do it by motion, with the limit stated, recorded in the minutes. A general understanding that the president "handles things" is not a delegation and will not help anyone later.

The same analysis applies to a committee. A committee has only the authority the board or the documents give it, and a committee that has been making binding decisions has usually been doing so without a grant.

What happens when a board acts outside its authority

Four consequences, in roughly ascending order of unpleasantness.

1. The action is unenforceable or must be undone. A rule beyond the board's rulemaking authority will not be enforced. A material alteration made without the required vote can result in an order to restore. A special assessment adopted without proper notice can be challenged and re-levied, which usually means refunding money the association has already spent.
2. The association pays both sides. Section 718.303(1) lets an owner sue for damages or injunctive relief for a failure to comply with the Act, the declaration, the articles, the bylaws or the rules, and awards prevailing-party attorney's fees. Chapter 720 has a parallel provision. Fee-shifting is what turns a procedural defect into a five-figure problem.
3. Regulatory exposure. The Division regulates condominium and cooperative associations and can investigate complaints, issue orders and impose civil penalties.
4. Personal exposure, in narrow cases. Section 617.0834 shields an uncompensated officer or director of a not-for-profit corporation from personal liability for monetary damages, but the shield has exceptions: a violation of criminal law, a transaction producing an improper personal benefit, and recklessness or an act in bad faith, with malicious purpose, or in wanton and willful disregard of human rights, safety or property.

The last one is worth stating plainly because boards hear about it constantly and usually hear it wrong. A director who votes for a decision that turns out badly is not personally liable. A director who takes a benefit, ignores a known risk, or acts in bad faith is outside the shield. Careful process is what keeps a board on the protected side of that line. Where the decision has to be made quickly, our guide to emergency board decisions covers what the emergency powers do and do not permit.

Contact Hamilton Mikes

Hamilton Mikes advises condominium, HOA and cooperative boards in Southwest Florida on whether a proposed action is within the board's authority, and on structuring owner votes when it is not. Call 239-594-7227 or visit our Corporate Governance page.