Who Runs My Association?

  When something happens in an HOA, homeowners often say:

“The HOA decided…”

But who exactly is the HOA?

Is it the Board of Directors?

The president?

The property manager?

The management company?

Or is it the homeowners themselves?

The answer is a little more interesting than it may first appear because all of them may have a role, but they don't all have the same authority.

An HOA is an organization made up of its members and operated through a corporate structure. 

In Florida, an HOA must be organized as a corporation not for profit. Its powers and duties come from Florida law and its governing documents.

Don't let the words “not for profit” mean anything other than exactly that—the Association is not organized to make a profit.

An HOA generally depends on its members, through their regular assessments, to fund its day-to-day operations. 

Simply put: if members don't pay, the Association can't pay.

Understanding who does what, and where their authority comes from, can clear up a lot of confusion about how decisions in an HOA are made.

Let's take a closer look.

First, Who Is the Association?

This is probably the best place to begin.

The Association isn't the president.

It isn't the property manager.

And it isn't simply another name for the Board.

The Association is the not-for-profit corporation responsible for operating the community, and the parcel owners who qualify for membership under the governing documents are its members.

That distinction matters.

A homeowner may say, “I sent an email to the HOA,” when what they really mean is that they emailed the property manager.

Or someone may say, “The HOA president approved it,” when the decision actually required action by the Board.

Understanding the different roles helps homeowners understand who has authority to do what.

What Does the Board of Directors Do?

The Board of Directors is generally responsible for directing the business and affairs of the Association within the authority provided by Florida law and the governing documents.

The directors don't personally own the Association, and Association money isn't the Board's money.

They are elected to serve the Association and its members.

Florida law provides that an HOA's officers and directors have a fiduciary relationship with the members served by the Association. In simple terms, directors and officers are entrusted with responsibilities that must be exercised for the Association and the members they serve.

The Board may make decisions involving budgets, contracts, maintenance, enforcement, Association policies, common property, and many other matters within its authority.

But even the Board's authority has limits.

The Board must operate within Florida law and the Association's governing documents. Some decisions may also be specifically reserved for the members rather than the Board.

That's an important distinction:

Being elected to the Board doesn't give directors unlimited authority over the community.

What Does the President Do?

This is another area where there can be considerable misunderstandings.

The president is an officer of the Association, but the title doesn't automatically make the president the sole decision-maker for the HOA.

The president may preside over meetings, sign authorized documents, work with management, communicate on behalf of the Association, and perform other responsibilities established by the governing documents or the Board.

But when a matter requires a decision by the Board, the president doesn't become the Board simply because he or she holds that office.

For example, on a seven-member Board, the president may have one vote just like each of the other directors.

The exact duties and authority of the president depend on the Association's governing documents and applicable law.

What About the Other Officers?

Associations commonly have a president, vice president, secretary, and treasurer.

Those titles aren't merely ceremonial. Each officer generally has responsibilities associated with the position, although the exact duties can vary according to the Association's governing documents.

The treasurer, for example, may have responsibilities involving financial oversight, while the secretary may have responsibilities relating to corporate records and meeting minutes.

But an officer's individual responsibilities shouldn't be confused with the authority of the Board acting collectively.

A treasurer doesn't become the Board when a financial decision requires Board approval, just as the president doesn't become the Board when an Association decision requires Board action.

Homeowners, and sometimes even directors, can easily overlook that distinction.

What Does the Property Manager Do?

Here's another common misconception:

Running the day-to-day operations of the HOA is the same as governing the HOA.

It isn't.

A community association manager or management company is generally hired by the Association to manage its day-to-day operations within the authority and responsibilities given to management.

Management may collect assessments, communicate with homeowners, coordinate vendors, maintain Association records, process architectural applications, administer violation procedures, help prepare meetings, obtain proposals, and handle many other daily responsibilities.

In that sense, the property manager does help run the HOA.

But the manager doesn't replace the Board. The Board governs the Association and makes the decisions that belong to the Board, while management administers and carries out those decisions and handles the day-to-day business delegated to it.

That gives us a clean distinction:

The Board governs. Management manages.

Hence, when a manager tells you:

“The Board has decided…”

that's different from:

“I decided…”

Understanding that difference can help homeowners know where a decision actually came from, and where to direct their questions.

What Role Do Committees Play?

Committees can also be part of how an HOA operates.

Some committees primarily research issues, assist with community activities, or make recommendations to the Board. Depending on the Association, there may be committees involving landscaping, social activities, finances, architectural matters, or other areas of community business.

But not every committee, or Association body, necessarily has the same authority.

Architectural review is a good example.

In many communities, architectural review may be handled by a committee operating under authority established in the governing documents. In others, the Declaration may create an architectural review body and give it specific decision-making authority.

That means homeowners shouldn't assume that every group called a “committee” simply makes recommendations to the Board.

Once again, the important question is:

What authority do the governing documents give it?

Where Do the Members Fit In?

The members aren't simply customers of the Association.

They are part of it.

Members generally elect the directors who serve on the Board and may have voting rights on certain matters reserved for the membership. Florida law and the governing documents also provide members with rights involving meetings, Association records, elections, and other aspects of Association governance.

But being a member doesn't mean every Association decision is made by a community-wide vote.

Many decisions are entrusted to the Board as part of operating the Association. Other decisions may require approval of the membership.

And simply being a member doesn't give an individual homeowner the authority to act on behalf of the Association.

That's why understanding the difference between membership rightsand Board authority is so important.

Who Actually Makes the Decisions?

It depends on the decision.

The Board has broad responsibility for conducting Association business, but not every decision necessarily belongs to the Board.

The governing documents or Florida law may reserve certain decisions to the members. Officers may have authority to perform duties. Management may be authorized to handle administrative matters without returning to the Board for every routine action. And certain committees or other Association bodies may have specific authority of their own.

So instead of asking only:

“Who runs the HOA?”

Sometimes the better question is:

“Who has the authority to make this particular decision?”

That's where the governing documents become especially important.

Who Has the Final Say?

There isn't one person who always has the final say.

Not the president.

Not the property manager.

Not even the Board in every circumstance.

The answer depends on what decision is being made and where the authority to make it comes from.

If the governing documents give the Board authority over a matter, the Board generally makes that decision.

If a matter requires a vote of the members, the Board can't simply substitute its own vote for the membership's.

If the governing documents give another Association body specific authority, that authority also must be understood and respected.

And none of them can simply disregard applicable Florida law.

This is why understanding an HOA requires more than knowing everyone's title.

Authority matters more than title.

The Bottom Line

Who runs the HOA?

There isn't just one answer.

The Association is a not-for-profit corporation through which the community operates. The members elect directors and exercise the voting and other rights given to them. 

The Board of Directors directs the Association's business and makes decisions within its authority. 

The officers perform the responsibilities associated with their positions. 

Management handles much of the Association's day-to-day administration and carries out responsibilities delegated to it. 

Finally, committees or other Association bodies may assist the Board or, in some circumstances, exercise specific authority established by the governing documents.

They all may have a role.

But they don't all have the same role, the same responsibilities, or the same authority.

Next time you hear:

“The HOA decided…”

you may find yourself asking a much better question:

“Who actually had the authority to make that decision?”

Every HOA has its own governing documents, procedures, and unique challenges.

You don't have to learn everything today.

Knowledge builds confident homeowners.

Engaged homeowners build stronger communities.

Let's keep the conversation going.

Florida HOA Spotlight — Helping Homeowners Understand Their Communities... One Conversation at a Time.