Should an HOA board adopt a code of conduct, and what should it say?

By OurHOA · General information · Revised November 5, 2026

What an HOA board code of conduct should cover: executive session confidentiality, speaking for the board, gifts, email and social media, plus sample clauses.

Part of the HOA board handbook: running the board.

The short answer

Yes, if your board has five or fewer volunteers and no manager, adopt one. Few state HOA statutes require a code of conduct, but the same problems show up in almost every small community. A director tells a neighbor what was said in executive session. Another emails the landscaper with instructions the board never approved. A third comments on an owner's violation in the neighborhood Facebook group. A one-page code, adopted by resolution and signed by each director, gives the board an agreed standard to point to before the conversation turns personal. It should cover five things: confidential information, who speaks and acts for the board, gifts and favors, how directors treat owners and vendors, and social media. It should not try to discipline owners or remove directors, because a board policy cannot do either. Rules vary by state and by your governing documents, so treat this as education, not legal advice, and check your bylaws before you adopt anything.

What state law already sets

Start with the rules your directors are already bound by, then write the code around them. In Texas, Property Code section 209.0051(c) lets the board go into executive session only for personnel, pending or threatened litigation, contract negotiations, enforcement actions, attorney communications, matters involving an individual owner's privacy, or matters kept confidential at the request of the affected parties. Afterward, any decision must be summarized orally and put in the minutes in general terms, including a general explanation of expenditures approved. Section 209.0051(h) allows the board to act outside a meeting only if every director gets a chance to weigh in and vote, and it bars that route for fines, assessment increases, special assessments, foreclosure, borrowing and several other subjects. In Florida, section 720.303(2)(a) says directors may use email to communicate but may not vote by email, and 720.303(2)(b) closes only meetings with the attorney about litigation and meetings on personnel matters. Section 720.3033(1) requires each new director to complete approved education within 90 days, covering financial literacy, recordkeeping, fines and meeting notice, plus 4 hours of continuing education each year in an association with fewer than 2,500 parcels. A director who misses the 90-day deadline is suspended until they comply. In Colorado, C.R.S. 38-33.3-308(4) lists the only topics allowed in executive session, 308(5) requires the chair to announce the general topic first, 308(6) bars adopting rules in closed session, and 38-33.3-209.5(1)(b) requires written policies on conflicts of interest and on the conduct of meetings.

Confidentiality without secrecy

This is the clause that does the most work. Directors see delinquency files, violation histories, legal advice, vendor bids and sometimes employee records. The code should say directors will not repeat what was said in a closed session, will not share one owner's account or violation details with other owners, and will return or delete confidential material when they leave. Tie the clause to your state's list of closed-session topics rather than inventing your own, because a board that labels everything confidential ends up hiding decisions owners are entitled to see. Say in the code what stays open: votes, decisions announced after a closed session, budgets, contracts once signed, and any record owners can inspect. Colorado makes one useful exception plain. Under 38-33.3-308(4)(e), an owner who is the subject of a disciplinary hearing or a delinquency referral may request and receive the results of the vote. California boards have a similar closed-session list in Civil Code section 4935. If your directors are unsure whether something is confidential, the default should be to ask the president or counsel before repeating it.

Speaking and acting for the board

One director has no authority to bind the association. Put that in writing, because it is the source of most friction on small boards. Directors do not instruct vendors, contractors or the manager unless the board has delegated that job by vote. They do not promise an owner an outcome before the board decides. Statements to the community go out through the person the board names, usually the president or secretary. A director who disagrees with a decision can say so, as long as they make clear the view is personal. Email deserves its own sentence. Florida flatly bars email votes, and in Texas an email vote outside a meeting is valid only within the 209.0051(h) limits and must be summarized at the next open meeting. Even where email votes are allowed, a reply-all thread is a poor place to decide anything. The code can require that directors move decisions to a meeting and use the association's accounts, which our guide on board email and shared accounts covers in detail.

Gifts, favors and conflicts

Set a number. Florida gives one: section 720.3033(3) makes it a third-degree felony for an officer, director or manager to knowingly solicit or accept a kickback from a vendor, and it allows food at a business meeting worth less than $25 per person and items received at trade fairs or education programs. The board must remove a director it finds has violated that subsection. Boards in other states can borrow the $25 line as a sensible limit. The code should also say directors will not use their seat to get a waived fee, a faster repair or an easier architectural approval for themselves, relatives or friends. Conflicts of interest belong in a separate policy, which Colorado requires and which our guide on writing a conflict of interest policy walks through. The code can refer to that policy in one line: directors disclose conflicts and leave the room for the related discussion and vote.

Social media and neighborhood groups

Most board fights now start in a comment thread. A workable clause says directors will not post confidential information, will not discuss a named owner's violation or balance, and will not present a personal opinion as the board's position. It can ask directors to point owners with association questions to the official email or portal instead of answering in the thread. Do not overreach. A director is still an owner and keeps the same right as anyone else to speak about community issues in their own name. A code that tries to stop directors from criticizing the board will be ignored, and it gives a disgruntled director a grievance to post about. Aim the clause at confidentiality and at impersonating the board, nothing broader.

How to adopt it, with a sample motion

Draft one page. Check it against your bylaws and existing policies so it does not contradict them, and keep it limited to directors and committee members. If it tries to bind owners, it becomes a rule and has to go through your state's rule adoption process. Put it on the agenda of a noticed open meeting. In Colorado, a code that touches meeting conduct can be adopted as part of the required 209.5 meetings policy, and it cannot be adopted in executive session. A motion can read: I move that the board adopt the Board Code of Conduct dated [date] as presented, that each current director sign the acknowledgment within 30 days, and that each new director sign it at the board's organizational meeting. Keep signed copies with the association's records. A practical timeline: circulate the draft two weeks before the meeting, adopt it at the meeting, collect signatures within 30 days, and review it each year at the organizational meeting after the election. In Florida, schedule the review alongside each new director's 90-day education deadline so the two happen together.

What a code cannot do

A board policy cannot remove a director. Removal usually takes a vote of the members under the bylaws and state law, and the board cannot add new grounds by resolution. The exceptions come from statute, not the code, such as Florida's mandatory removal for kickbacks and the suspension of a director who misses the education deadline. A code also cannot override owner rights to attend open meetings and inspect records, or a director's right to see the records needed to do the job. When a director breaks the code, the board's tools are limited. It can talk to the director privately, adopt a resolution of censure at an open meeting, remove the director from an officer role if the bylaws let the board choose officers, and reassign committee work. Before restricting a director's access to confidential files, talk to counsel. If the problem is serious, the other directors can ask the members to consider removal.

Sample clauses to adapt

Keep each clause to one sentence so directors read it. I will not disclose what is discussed in executive session or any owner's account or violation details, except as the law requires. I will not give instructions to vendors, contractors or the manager unless the board has authorized me to. I will not speak for the board unless the board has designated me, and I will identify personal opinions as my own. I will not vote on association business by email or text unless state law and our bylaws allow it, and I will bring decisions to a meeting. I will disclose conflicts of interest and follow the conflict of interest policy. I will not accept gifts or favors from vendors or owners because of my position, other than food at a business meeting under $25. I will read the meeting packet and attend regularly. I will return association records, keys and passwords within 10 days after my term ends. Before adopting any of these as written, check them against your governing documents and state law.

Sources

These guides are general education for HOA boards and residents, not legal, tax, or financial advice. Rules vary by state and by your community's governing documents - check with a professional for your situation.

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