Tag: Kelly G Richardson

The how and why of “boss” HOA presidents

This commentary is a follow up on my review of Kelly G. Richardsons’ article (Dictatorial HOA presidents and silent directors are at risk).

With all due respect to Richardson, his discussion of the role of HOA “boss” presidents and silent boards of directors makes no references to the causes of this common defect in the management of HOAs, or the more relevant, in ruling a community.  As an important CAI (Community Associations) lawyer advising and educating BODs on how to rule a community, we should expect not only answers but solutions as well.  His article does neither.

Richardson does  inform his readers about the makeup of good presidents: “Good HOA presidents understand the boundaries . . . . Good presidents are key . . . .”  He closes with the advice, “So, keep the good ones!”  He fails to address the legal structure of an adhesion contract and the CC&Rs that grant the BOD broad powers and authority. As such, the legal structure would not stand up to constitutional judicial scrutiny if the HOA were an arm of the state and not a private, contractual arrangement.

The legal structure prevents active, meaningful, democratic participation by members in board  elections and in amendments to the governing documents as found with public government. For example, members cannot file a petition, equivalent to a public domain initiative, requiring the BOD to hold a vote of the members on an issue, removing the absolute power to do as it pleases when contrary to the will of the  majority. The members would be able to contest the BOD’s position. Ihe absence of constitutional protections promotes the formation of power cliques that function as authoritarian governments. And so, we have “boss” presidents and silent boards of directors.

As a good lawyer, Richardson would probably say that this is the law, this is the way it is, and if you don’t like it change the laws. And who helped create and shape these pro-HOA laws?   For example, CAI has been involved since the beginning in 1964 in creating those Uniform Common Interest Ownership Acts (known as UCIOA) and adopted  with some modifications by a handful of states.

It’s up to YOU, as it has always been.

“It does not  help the sheep to blame the wolf. The sheep must not fall into the clutches of the wolf “ (Mahama Gandhi, fighting the imperialist British Empire).

Dictatorial HOA presidents and silent directors are at risk

This post is based on the article, HOA Homefront: Presidents are board members not bosses that acknowledges a serious and common problem with most HOA governance.  By Kelly G. Richardson | Kelly@Rodllp.Com. August 26, 2022.[1] 

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The HOA president’s role is often misunderstood and can result in a very serious board dysfunction. It can as well cause stress and risk for the president. First, it is critical to understand that the role and power of the HOA president are dramatically different than that of a for-profit corporate president.

In a for-profit corporation, the day-to-day running of the business is typically the responsibility of the president, the “boss” so to speak.”  However, in most HOAs the day-to-day execution of board decisions is executed by the association’s professional manager. “The HOA’s boss is not the president but is [] the HOA board.”

 The president has just one vote on the board, and that vote is no more valuable than any other director. Directors should take heed that those “who always automatically defer to the president are not fulfilling their responsibility to the association.”  Furthermore, corporation law holds any director  as implicitly agreeing if he does not post a dissenting opinion, which unfortunately, the governing documents are silent and do not provide an explicit right to file dissenting opinions.

By taking the “boss” role, a president is often outside his authority and disrespects the board that is the actual authority. Such a president could also be acting without corporate authority and exposed to personal liability for corporate commitments made without board approval.

Note 1. Kelly G. Richardson, Esq. is a Fellow of the College of Community Association Lawyers and Partner of Richardson Ober LLP, a California law firm known for community association expertise.

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