HOA glossaryBoard & governance

What is a board of directors?

The elected body that governs the association, holding all authority the governing documents grant to it and no more.

Also called: HOA board

Directors are elected by the members under the bylaws, serve fixed terms, and act as a body rather than individually. A single director has no authority to direct a vendor, promise an owner an outcome, or waive a covenant, however senior they feel.

The board's job is direction and oversight: adopting the budget, setting policy, contracting, maintaining the common area, enforcing the documents and preserving the association's finances. Day-to-day execution is normally delegated to a manager, but the responsibility does not delegate with it.

Directors owe fiduciary duties to the association and are generally protected when they act in good faith, on reasonable information, in what they believe to be its interests. That protection weakens sharply where a conflict is undisclosed or a decision was made without any information at all.

Why it matters to a board

Decisions are made in meetings, recorded in minutes, and taken by the board. Everything outside that pattern is exposure.

Where the answer lives

Your recorded declaration and bylaws first, then the act that governs associations in your state. Whichever is stricter is the one that binds you.

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Related terms

Fiduciary dutyThe obligation a director owes the association to act loyally, in good faith, and with the care a prudent person would use.Business judgment ruleThe principle that courts will not second-guess an informed, good-faith board decision made without conflict and within authority.OfficersThe directors assigned specific roles by the bylaws — typically president, vice president, secretary and treasurer.QuorumThe minimum participation required for a meeting to conduct business validly, set by the bylaws and sometimes by statute.Conflict of interestA situation where a director's personal interest could influence a decision they are being asked to make for the association.BylawsThe association's internal operating manual — how directors are elected, how meetings are called and run, and what the officers may do.
General information, not legal advice. This entry explains what the term means, not what your association must do about it. Any notice period, cure window, fine cap, vote threshold or deadline comes from your recorded declaration and your state's act — those differ in all fifty states and are amended every session. Updated August 2026. Confirm the current requirements with an attorney licensed in your state before acting.
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