Requirement for and duties of board
In plain English: Every association organized as a nonprofit corporation must have a board of directors, and the association's powers and affairs are managed under that board's direction, subject to any limits in the articles of incorporation. This means the board is the body legally responsible for running the HOA. The articles of incorporation may, however, hand some or all of those powers to one or more members or other persons, who then carry the directors' duties to that extent.
10-3801. Requirement for and duties of board
A. Each corporation shall have a board of directors.
B. All corporate powers shall be exercised by or under the authority of and the affairs of the corporation shall be managed under the direction of its board of directors, subject to any limitation set forth in the articles of incorporation.
C. The articles of incorporation may authorize one or more members, delegates or other persons to exercise some or all of the powers which would otherwise be exercised by a board. To the extent so authorized the authorized person or persons shall have the duties and responsibilities of the directors, and the directors shall be relieved to that extent from those duties and responsibilities.