Contributed by Cynthia Jones, Esq., and Adam Beaudoin, Esq.
Governance in community associations is complex, with many potential blind spots that can lead to serious financial, legal, and operational challenges. Some of the most common yet often overlooked governance pitfalls include understanding roles, respecting the hierarchy of the documents, and failing to adhere to communication and meeting protocols.
Understand Roles
Clearly defined roles foster efficiency, minimize understandings, and prevent unnecessary overreach. The roles are:
- Board members: Act as the governing body and make decisions on behalf of the association.
- Officers: The president, treasurer, and secretary may have additional duties, but they are not necessarily board members.
- Committees: Provide support, execute assigned tasks, and follow board directives.
- Community manager: Hired by the board and acting on behalf of the association, the manager’s duties are established by the management agreement. The manager almost always reports to the board, not the association’s members. Some smaller communities elect not to hire a community manager.
Understand Documents
The governing documents dictate how an association must operate. Failure to understand the hierarchy among the documents can lead to poor decision-making and legal complications.
- Declaration or covenants, conditions, and restrictions: Creates binding obligations for the association and all current and future members of the community.
- Supplemental declaration: Adds or modifies obligations, restrictions, and easements on specific portions of the community.
- Articles of incorporation: Legally establishes the association as a nonprofit corporation and defines its structure, including voting rights for members.
- Bylaws: Governs the internal workings of the association such as elections, meetings, and the roles of officers and committees.
- Design guidelines: Sets standards for original construction and modifications including structures, landscaping, and other changes to individual lots.
- Rules and regulations: Controls the use of association property and the conduct of members, sometimes specifying how lots or units can be used.
- Board resolutions: Establishes policies and procedures for day-to-day operations, governance, and creation of committees.
Understand Protocols
Another common blind spot for community associations involves improper communication and meeting protocols. For example, many board members use their work emails to communicate with each other, attorneys, and members. This can lead to privacy concerns and potential legal risks if sensitive information is shared without proper safeguards.
Similarly, audio or video recording of meetings without a formal policy regarding how long those recordings will be retained or when they will be destroyed can result in misuse of records and open the association to additional exposure when involved in litigation. Finally, taking official board actions via email without unanimous consent of the board members can be a violation of board procedure in many states and result in invalid decisions. Adopting clear communication policies and ensuring all board actions comply with governing documents is essential for minimizing risks.
Meeting minutes are another tricky area. Minutes are crucial to community association governance, but over-detailing them is a common error. Associations should focus on documenting essential actions while avoiding excessive narrative.
Other governance pitfalls often include misunderstanding the types and scope of insurance protection, complying with the association’s enforcement process, agreeing to bad contracts with business partners, and failing to maintain a healthy reserve fund.
Community association board members and managers should rely on association professionals including insurance specialists, reserve specialists, certified public accountants, and community association attorneys. These professionals can assist with identifying governance pitfalls, providing education and advice, and helping ensure the association remains resilient, well managed, and successful.
Cynthia Jones is with Sellers, Ayers, Dortch & Lyons in Charlotte, N.C. Adam Beaudoin is with Ward and Smith in Wilmington, N.C. Jones and Beaudoin are fellows in CAI’s College of Community Association Lawyers. This article is part of the CCAL Corner, a series dedicated to providing expert advice from CCAL. Learn more at www.caionline.org/CCAL.
>>Read more about governance blind spots in Common Ground September/October 2025.
Hi. I’m so lost with our current HOA board members and how they are conducting themselves. The president has made some slick moves with forgiving past dues and reducing fees for a specific area of the community that resulted in her benefiting financially. She doesn’t notify all the voting members of teh annual or budget meetings so about half or more of the community doesn’t get an opportunity to be involved in legal decisions. She refuses to hold monthly meetings in person and will not let members speak, does not acknowledge them. She runs a “official” Facebook page and post necessary information concerning the community, but doesn’t allow everyone to join the private group. If you do call her out on dishonest behavior or address concerns or even if you have a question that could potentially open up the dishonest actions she has taken, she cusses and talks down to people, often she threatens to sue you. I’m not trying to get anyone in trouble, we just dont know what to so. Our dues have more than doubled, she is targeting certain former board members and created rules directed at them. This is so frustrating and exhausting to dislike living in your own community. She has had board members that figured her intentions out and resigned. Also, quite recently someone decided to try and sue her personally. Please give me some direction, a couple lawyers names I could call. Thank you in advance. Hope you have a good weekend.