"Corporations can only act through agents, be they officers or employees." Reedeker v. Salisbury, 1998 UT App 132, 952 P.2d 577 at 582 (internal citations omitted).

Except as limited in a declaration, the association bylaws, or other provisions of law, a board acts in all instances on behalf of the association.  See Utah Code § 57-8-59, and 57-8a-501.  "All corporate powers shall be exercised by or under the authority of, and the business and affairs of the nonprofit corporation managed under the direction of, the board of directors."  Utah Code § 16-6a-801(2)(a).

"Because the Association is a corporation, it may not act in any way not authorized in its declaration, articles of incorporation or bylaws."  Reedeker v. Salisbury, 1998 UT App 132, 952 P.2d 577 at 582.