Delegating powers to the board: how far, and on what terms

A well-drafted delegation saves three extraordinary meetings a year. A vague one produces a voidable decision and an exposed board member.

Waiting for the annual meeting to decide on a six-hundred-euro replacement wastes everyone’s time. That is exactly what delegating powers to the board avoids: handing certain decisions in advance to the people who follow the building day to day.

Provided the delegation is properly bounded. A vague delegation saves no time: it moves the dispute from the meeting to the court.

Two very different things share one name

On one side, the one-off delegation: the meeting charges the board with a precise task, for instance choosing between three quotes already presented. On the other, the general delegation provided for by law, which lets the board take certain simple-majority decisions for a limited period.

The second is far more powerful — and far more tightly framed. It is the one described here.

What can be delegated, and what never can

The delegable scope is limited to decisions taken on the majority of votes cast by owners present, represented or voting by post. Anything requiring a reinforced majority stays with the meeting.

• Never delegable: approval of the accounts.
• Never delegable: setting the forecast budget.
• Never delegable: amendments to the by-laws imposed by changes in the law.
• Usefully delegated: routine upkeep, recurring contracts, small technical decisions, choosing between comparable quotes.

In other words, delegation covers execution and routine arbitration, never the building’s financial fundamentals. See majorities at the meeting.

The three limits to write down

A delegation that holds rests on three elements, all voted, all recorded in the minutes.

• The subject: which decisions exactly, phrased so compliance can be checked.
• The term: it is limited in time, and renewed by a fresh vote.
• The maximum amount allocated: the meeting sets the sum the board may commit to carry out the delegation.

The third protects everyone. With no voted ceiling, an expense committed by the board has no basis, and whoever signed it faces the invoice alone. See board members’ liability.

How the board decides once it holds the power

Within that scope the board is no longer advisory: it takes a decision. That calls for a more formal way of working — a meeting, an internal vote, a written record of what was decided and by whom.

That is the price of the power received, and the only real protection for those holding it. A board that decides without writing creates precisely the risk delegation was meant to remove.

Reporting back: the forgotten duty

A board holding a delegation must report on its use at the following meeting. That report is no formality: it decides whether the delegation is renewed, widened or withdrawn.

A table of decisions taken, with date, subject and amount, is enough. See the annual report template.

A delegation with no ceiling and no report is not a delegation: it is a personal risk taken with other people’s money.

When delegation is a bad idea

• A board down to two members, or whose composition changes every year.
• A divided building, where every decision is already contested.
• A major works project under way, which belongs to the meeting.
• A board that does not meet and records nothing.

In those situations delegation does not solve the underlying problem: it installs it between neighbours. A well-prepared meeting serves better. See organising the general meeting.

What to put on the agenda

The resolution is drafted before the notice goes out, with subject, term and amount. A vague item cannot be fixed on the day: it is voted as written, or it falls. See the agenda template and checking the minutes.

Track your decisions with CoproHarmony

CoproHarmony lets the board record its decisions, committed spending and exchanges as they happen: the report to the meeting writes itself. Create your free space.