ULTRA VIRES ACTS

Directors have limited powers and may not take actions outside the authority granted to them by the governing documents or by board approval. An "ultra vires" act is one performed without legal authority; something done by a director which is beyond the scope of the director's powers.

Personal Liability. When the board decides not to hire a particular landscape company and the board president signs the contract anyway, the president has committed an ultra vires act. When that happens, he/she may not be covered by the association's insurance and may be personally liable for his/her acts. The contract may be voidable but the president may be personally liable for any damages suffered by the association.

Updated 8/21/2007