Board members’ liability: what you actually risk

The risk is not being wrong: it is having decided in the meeting’s place, with no mandate and no record.

The question returns at every election, usually when one more candidate is needed: “if this goes wrong, what do I risk?”. It deserves better than a reassuring shrug, because the answer shapes how a board works.

The board as such is not liable

The board has no legal personality: it is neither the owners’ association nor the manager. It cannot be sued as a body. It is its members, individually, whose liability can be sought.

That is not a detail: it explains why a decision taken “by the board” without a mandate from the meeting binds not the body but whoever signed it. See the board’s role.

What can be held against you

The board’s mission is to assist the manager and monitor their management. It is advisory by nature, which sharply limits the scope for fault. In practice, complaints fall into three families.

• Acting beyond the mission: committing an expense, signing an order, instructing a contractor with no voted delegation.
• Seriously failing the monitoring duty: checking nothing for years while anomalies were visible.
• Causing harm to a third party or an owner: defamatory statements, disclosure of personal data, abusive obstruction.

The third family is the fastest growing, with resident chat groups now everywhere. See data protection on the board and communicating with owners.

Volunteering counts, but protects only so far

Courts take account of the unpaid mandate and the advisory nature of the mission: a board member’s liability is rarely established, and never for a simple error of judgement. Volunteering does not, however, cover characterised fault or acts performed without power.

The dividing line is clear: staying inside the mandate protects; stepping outside exposes. That is also why a delegation of powers must be written, bounded and voted. See delegating powers.

Insurance: verify it, do not assume it

Civil liability cover for board members is to be underwritten by the owners’ association. The useful reflex is not relief, it is verification: does the policy exist, what does it cover, and are the members currently in office attached to it?

Ask the manager for the certificate and file it with the board’s documents. See the building policy’s cover: the answer is often in that same contract.

Mind what such cover never includes: intentional fault and criminal offences. No policy protects someone who knowingly exceeded their mandate.

A board member is protected less by insurance than by a record: the agenda, the minutes, and the meeting decision that authorised them.

Five habits that remove most of the risk

• Never commit an expense without a voted, costed delegation.
• Write down what the board decides, however briefly, and date it.
• Send back to the meeting what belongs to the meeting, even when it slows things down.
• Do not circulate personal information about an owner, including a debtor.
• Ask each year for the certificate covering board members.

The second habit pays best: a board that records its opinions shows both that it did its job and that it stayed within it. See board documents.

And if a member wants to stop?

A resignation is no more improvised than an election: it is notified, it is dated, and it ends duties for the future — not for what was done before. One more reason to keep a clean file. See term and resignation and the handover.

Keep the record with CoproHarmony

CoproHarmony timestamps the board’s decisions, exchanges and documents: every opinion given stays findable, with its date and its author. Create your free space.