Civil Beat’s continuing coverage of condominium governance issues is important, but I’m afraid the latest story gives far too much credence to a conspiratorial view of property management companies and condo boards (“Oahu Condo Board Members Feel ‘Muzzled’ By Management Companies“).

The story begins by reciting complaints from a newly elected board member at a Waikiki condominium who says she was told that it wasn’t proper for a board member to be contacting vendors directly with questions, or attempting “something as simple as attending to a clogged trash chute….”

She complains that the condo’s property manager explained she “was a board member only during meetings,” and she didn’t like it.

And the story goes on to give credence to the view that limiting the powers of individual board members is somehow unusual and suspect, and an abuse of the power held by management companies.

But there’s nothing unusual about the view that power is held by the board of directors as a whole, and not by its individual members. In this respect, condo boards are the same as public boards and commissions, or nonprofit organizations, that are guided by a board of directors.

It is generally the case that boards set policy, while those policies are implemented by employees or contractors who wield powers delegated to them by the boards.

All condo by-laws generally have similar legal descriptions of the powers of their boards.

Here’s a quote from the by-laws of a condo where I served several terms as president of the board of directors.

Section 2. Powers. The Board of Directors shall have all powers necessary for the administration of the affairs of the Association and may do all such acts and things therefor as are not by law, the Declaration or these By-Laws directed to be exercised or done only by the apartment owners. Each director shall owe the Association a fiduciary duty in the performance of such director’s responsibilities.

Note that it is the board of directors, as a whole, that has the power to administer the affairs on behalf of their Association of Apartment Owners, or AOAO. Individual board members are not empowered to act on their own, unless on specific matters that the board may delegate. And the powers and responsibilities of board officers are also spelled out in the by-laws.

This is a similar description from a publication of the state Real Estate Commission (“Condominium Property Regimes: Board Members Powers and Duties“).

The association is governed by a board of directors elected by the unit owners to represent them in governing and managing the condominium (§514B-106(a)). The board’s primary responsibility is the establishment of policies governing the operations of the association. The board is then responsible for delegating authority to implement the policies it adopts and for the overall supervision of the association’s officers, employees, and agents.

The idea is simple. The board sets policy, and then delegates authority to implement policies to its “officers, employees, and agents.”

Board members may disagree with particular board decisions, and can ask that those disagreements be reflected in meeting minutes.

“However, once a decision is made by the board, it is the decision of the board as a whole,” according to the Real Estate Commission publication.

This is no different from the way public boards and commissions work. The board makes decisions and sets policy. Individual board members simply do not have the authority to insert themselves directly into operational matters unless authorized by the board.

In my view the story conflates two very different things. Advising board members, or individual owners, that they shouldn’t discuss building issues or share information with other owners or directors is, as attorney Terry Revere is quoted as saying, “a ridiculous prior restraint on free speech.”

However, these rogue boards are not the norm. Advising board members that they exceed their proper board roles when trying to actively insert themselves in condo operations, such as interrogating contractors and vendors, or trying to make their own repairs to common facilities, is is actually proper advice, both legally and for the smooth functioning of the organizations. It’s simply business as usual in both public boards and private organizations like condominium associations or nonprofit corporations.