authority of association

"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.

Statutes and Cases:

(For reference: 57-8 is the Condo Act, 57-8a is the Community Association Act, 16-6a is the Nonprofit Act)

16-6a-302. General powers
16-6a-304. Ultra vires
16-6a-801. Requirement for board of directors
57-8-34. Persons subject to provisions and agreements
57-8-40. Organization of an association of unit owners under other law -- Reorganization
57-8-59. Management committee
57-8a-221. Reincorporation of terminated or dissolved association
57-8a-228. Organization of an association -- Governing document hierarchy -- Reorganization
57-8a-501. Board
Fort Pierce v. Shakespeare (CC&Rs not strictly construed) '16
Johannessen v. Canyon Road Towers (modification of assessment, ownership interests, estoppel) '02
Levanger v. Vincent (strict compliance, voting procedures) '00
Osmond Lane HOA v. Landrith (authority of entity, authority for HOA action, ratification) '13
Park West Condo v. Deppe (which law governs, strict compliance) '06
Rapoport v. Four Lakes Village (ARC review, requiring neighbors' consent for an improvement, attorney fees) '13
Reedeker v. Salisbury (director liability, ultra vires, CC&Rs are a contract, interpretation, governing law) '98
Rowley v. Marrcrest HOA (waiver, estoppel, ARC review, self help) '82
Swan Creek v. Warne (authority of entity, ratification, assessments, tax sale, CC&Rs as contract) '06