Monday, October 13, 2014

An individual board member has no individual management authority

It appears that certain board members are making decisions outside of board meetings.

The board can act legally only by consensus (majority vote of a quorum in most cases) and only at a duly constituted and conducted meeting, or by unanimous written consent (in most states, boards cannot act by mail, fax or electronic ballot).

The board may delegate authority to act on its behalf to others such as committees, but, in such cases, the board is still legally responsible for any actions taken by the committees or persons to whom it delegates authority.

An individual board member has no individual management authority simply by  virtue of being a member of the board.

However, the board may delegate additional authority to a board member such as when it appoints board members to committees. In a similar fashion, an officer has only the management authority specifically delegated in the bylaws or by the board (although the delegated authority can be general and broad).

Source: Legal Duties of Association Board Members

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