Association manager should not be allowed to interfere with board meetings

"Board directors cannot delegate nondelegable duties such as conducting meetings and making motions. The Corporations Code does not state the activities and affairs of a corporation shall be conducted under the direction of a manager or management company. A manager has no legal authority to preside over any board meeting, nor can he motion a vote, let alone move to adjourn the annual meeting."

"Corporate powers, activities and affairs shall be conducted and exercised by or under the ultimate direction of the board. There are many board directors' duties that are non-delegable, meaning they cannot be transferred to managers or other third parties regardless of the board's preferences or convenience."

Board directors bear nondelegable duties that cannot be transferred to managers or management companies. Managers have no legal authority to preside over board or annual meetings, make motions, or move to adjourn. The Corporations Code establishes that corporate powers and activities must be conducted under the board's ultimate direction. Managers are not required to attend board meetings and generally should not participate in governance functions. Allowing a manager to perform these duties represents a fundamental violation of corporate governance principles and creates legal liability for the association. Directors must understand that certain responsibilities remain exclusively with the board.

Read at Los Angeles Times