Communities can run into trouble long before a dispute becomes formal. The earliest warning signs usually appear in the quiet space between responsibility and assumption, specifically, when boards believe their property manager is handling something that legally rests with the board, or when managers take actions that fall outside the scope of management’s authority. It’s in this gap that confusion begins to grow.
This is the area Attorney Carole Briggs urges[CB1] boards to treat with precision. Property managers are generally careful, but associations are nonprofit organizations with statutory duties. Associations, whether incorporated or not, cannot delegate accountability simply because the workload is heavy and board members are volunteers. Boards often discover this the hard way, when a seemingly routine operational decision turns out to carry legal implications the board did not intend to trigger.
It is not a formality for a manager’s responsibilities and a board’s authority to be clearly defined. It is the structure that protects the association from unauthorized actions, monetary danger, and avoidable conflicts.
The Board Sets Policy. The Manager Executes It. The Difference Matters.
Boards occasionally believe that property managers have the right to make decisions on behalf of the association since they are both experienced and heavily involved in day-to-day operations. The law, however, makes a clearer distinction.
Boards govern. Managers administer.
The distinction defines who has the authority to make decisions on money, contracts, enforcement, and legal exposure, which goes beyond organizational etiquette.
- A board decides when to send an account to collections. A property manager cannot make that decision independently.
- A board approves the contractor to hire and the contract terms. A property manager handles scheduling and documentation.
- A board sets enforcement policy. A property manager communicates and implements it.
When boards believe their management has the authority to make these decisions, issues arise. Despite their competence and good intentions, property managers are unable to “fill in the blanks” where formal board action is required by statutes or governing documents. When they do, even accidentally, the board is held responsible, not the manager.
Where the Relationship Breaks Down: The Assumption Problem
The most common misunderstandings arise from three predictable patterns.
- Managers act on past practice instead of formal approval.
Associations often operate on routine. If a manager has handled collections, vendor referrals, or violation notices a certain way for years, it may feel like an extension of board direction, even when no formal direction exists.
- Boards do not revisit or clarify the manager’s scope.
Management contracts are often long, dense documents that no one looks at again after signing. Over time, assumptions fill the gaps where clarity should live. A manager may end up handling tasks that should require a board vote simply because “that’s how it’s always been done.”
- Managers inherit risk they were never meant to carry.
The manager does not, and cannot, have fiduciary responsibilities, even if they may interact with owners, supervise maintenance, and deal with vendors. They become the target of problems that ought to have been controlled by explicit board instruction when roles become hazy.
Collections: The Best Example of Why the Line Must Be Clear
Collections is the area that best illustrates the distinction between management and board.
Boards could believe managers have the authority to determine when to send accounts to a third party, including lawyers, for collections. However, there are legal ramifications to that choice, additional costs, and statutory requirements. The board, not the manager, has this sole authority and responsibility under DC law.
If a manager forwards a file without explicit approval, the association can find itself responsible for fees it was never authorized to charge. And if a collection agency’s or management company fee schedule conflicts with governing documents or local statutes, the board may be accountable.
Operational Decisions Are Not Governance Decisions
A property manager can coordinate repairs, communicate with residents, manage contractors, collect assessment payments, and track compliance issues. These functions are operational.
Governance decisions, however, require deliberation, documentation, and legal authority. They include:
- Setting budgets and assessments
- Approving contracts
- Establishing enforcement policies
- Issuing fines
- Determining how and when to pursue legal action
- Interpreting governing documents
- Making decisions involving association funds
- Deciding disputes between owners and the association
It is not reasonable to expect property managers to make these decisions. The board has the authority to make fiduciary decisions, but they can present facts, provide operational insight, and suggest solutions.
Closing Thought: Authority Cannot Be Delegated, Only Directed
No matter how skilled or experienced a property manager is, they are unable to take on the responsibilities that boards bear. The most secure and astute associations are aware of this difference at an early stage and establish a relationship based on clarity rather than conjecture.
When the lines are clear, decisions are cleaner. When decisions are cleaner, communities stay stronger.