YOU CAN HOLD HOA BOARD MEMBERS PERSONALLY LIABLE IN SOME CASES
OVERVIEW
Few questions come up more often from frustrated homeowners than whether it’s possible to sue individual HOA board members in California. The short answer is that most of the time, California law shields volunteer directors from personal liability. But under the right circumstances, such as when a board member abuses power, acts in bad faith, or engages in certain types of misconduct, they can be sued individually and held personally accountable.
Understanding where the line is drawn between protected decision-making and when HOA board members can be sued individually is critical for homeowners. California’s Civil Code, the Corporations Code, and the Business Judgment Rule in HOA lawsuits work together to insulate directors from ordinary mistakes, so long as they act in good faith and within the course and scope of their duties. But those protections disappear when board members ignore governing documents, commit gross negligence, or engage in fraud, oppression, or malice.
This article explains the legal framework that protects California HOA board members from personal liability, the key exceptions that open the door to individual lawsuits, and real-world examples of when courts have held directors accountable. Most importantly, it outlines what homeowners can do when their HOA leadership crosses the line.
LEGAL PROTECTIONS HOA BOARD MEMBERS NORMALLY HAVE
California law gives HOA board members broad protections against being sued personally. The reasoning is simple: most directors are unpaid volunteers, and without these protections, very few people would be willing to serve on their HOA’s board.
The primary shield is a doctrine known as the Business Judgment Rule. This legal doctrine protects directors from personal liability in HOA lawsuits for decisions that turn out poorly, as long as they acted in good faith, were reasonably informed, and believed their decisions were in the best interest of the association. In other words, board members are not expected to be perfect, just prudent and honest.
Beyond that, Civil Code section 5800 provides explicit immunity for volunteer directors in common interest developments. It shields them from personal liability claims against HOA board members in California if they acted within the course and scope of their duties, in good faith, and without willful or wanton misconduct. California’s Corporations Code adds further layers of protection, including indemnification rights and insurance coverage for directors and officers. HOAs also carry Directors and Officers (D&O) liability insurance, which means that the association itself pays for legal defense and damages arising from board decisions.
Taken together, these protections mean that in the vast majority of disputes, whether those disputes relate to budgets, maintenance, or rule enforcement, the association itself is the proper defendant, not the individual board members.
WHEN BOARD MEMBERS CAN BE HELD PERSONALLY LIABLE
While California law gives broad immunity to volunteer directors, those protections are not absolute. Homeowners can sue HOA board members in their individual capacity when the director’s conduct crosses the line from ordinary mistakes into misconduct.
The most common situations where liability attaches include:
- Gross Negligence. Directors cannot claim protection if they completely disregard their responsibilities or fail to make even a basic effort to inform themselves before acting. This includes directors who ignore the advice of professionals hired to advise them.
- Fraud, Oppression, or Malice. Civil Code section 5800 does not protect directors who engage in intentional wrongdoing designed to harm homeowners.
- Abuse of Authority. When a board member deliberately ignores governing documents, manipulates records, or acts outside the scope of their duties, they can be held personally accountable.
- Direct Participation in Wrongful Acts. If a director personally participates in misconduct, such as harassment, retaliation, or interference with property rights, they cannot hide behind the association.
Another critical consequence is financial. Even if the HOA or its D&O policy initially provides a legal defense (which it will), those protections almost always come with a reservation of rights. This is especially true when the lawsuit itself explicitly names one or more individual directors or alleges wrongs against individual directors. That means if it’s later determined that the director acted outside the scope of their duties, engaged in fraud, or committed gross negligence, the association or insurer can demand reimbursement of defense costs. In other words, not only can the director lose immunity, but they may also be forced to repay the very expenses that were advanced on their behalf.
The exceptions make clear that when board members abuse their authority, the shield of the Business Judgment Rule disappears, and board members must answer personally for their actions.
STRATEGIES FOR HOLDING BAD HOA BOARD MEMBERS PERSONALLY LIABLE
Knowing that individual board members can be held liable is only the first step. The real challenge for homeowners is turning that knowledge into action. If your board is abusing its power, here are key strategies to consider help hold bad HOA board members personally accountable:
- Document Everything. Keep detailed records of board actions, communications, and violations of governing documents. Emails, meeting minutes, and written notices can make the difference in proving misconduct. Be specific about the failures by the director or directors involved. By calling out individual behavior, you’re not just putting the HOA as an entity on notice. You’re also putting the director personally on notice. If the misconduct continues after that, it looks far less like an accident or simple negligence and far more like wrongful, intentional conduct.
- Target the Association and the Director. In serious cases, your claim may include both the HOA and the individual director. Naming both ensures you preserve every avenue of recovery, especially if insurance or indemnity coverage is later denied.
- Anticipate Common Defenses. Bad board members will always claim protection under the Business Judgment Rule, Civil Code section 5800, and the association’s D&O insurance. Knowing when those defenses fail is critical to overcoming them.
- Work with an Experienced HOA Attorney. Suing an HOA is complex enough. Suing an individual director requires an attorney who understands how to pierce the shield of statutory and insurance protections while avoiding procedural traps. The attorneys at my law firm, MBK Chapman, have that experience.
Homeowners should never assume that misconduct by board members is beyond reach. With the right strategy, bad directors can be exposed to personal liability, forced to repay defense costs, and held accountable for the damage they cause.
PERSONAL LIABILITY IS STILL THE EXCEPTION, NOT THE RULE
I want to be clear about this issue. Even though California law allows HOA members like you to hold bad HOA board personally liable in certain circumstances, most directors will never face that kind of exposure. The legal framework is designed to protect well-intentioned volunteers, and both the Davis-Stirling Act and the courts in California have ensured that that is a high bar to overcome.
As long as board members act in good faith, stay within the scope of their authority, and make reasonably informed decisions, the Business Judgment Rule and Civil Code section 5800 protect them from personal liability. In practice, this means most disputes will be properly directed against the HOA itself, not individual board members.
For homeowners, this reality cuts both ways. On one hand, it ensures that ordinary disagreements don’t spiral into personal lawsuits against neighbors serving on the board. On the other hand, it underscores why building a strong record of misconduct is so important when directors do cross the line. Only when you can show that behavior was unreasonable, intentional, or malicious does the law open the door to personal liability. And when that happens, the attorneys at MBK Chapman will be there to help you.
CONCLUDING THOUGHT
California law is designed to shield volunteer HOA directors from personal liability. That protection is not, however, unlimited. When board members cross the line into gross negligence, fraud, or intentional misconduct, they can be sued individually and forced to repay the costs of their defense. For homeowners dealing with abusive or unfit leadership, this knowledge is critical. It means you are not powerless, and the directors who misuse their authority are not untouchable.
If you believe your HOA board members are acting outside their authority or engaging in misconduct, don’t wait for the problem to escalate. At MBK Chapman, we have held bad board members personally accountable and know how to pierce the statutory and insurance shields they try to hide behind. Call us at MBK CHAPMAN, and we’ll set your HOA straight.