Should an HOA board adopt a code of conduct, and what should it say?
By OurHOA · General information · Revised
What an HOA board code of conduct covers, including confidentiality, speaking for the board, and social media, how to adopt one, and what it cannot do.
Part of the HOA board handbook: running the board.
What a board code of conduct is for
A code of conduct is a short written statement of how directors agree to behave while serving. It is usually adopted by board resolution and signed by each director. Nothing in most state HOA statutes requires one. Boards adopt them because the same problems keep recurring in small communities. A director tells a neighbor what was said in executive session. Another director emails a contractor with instructions the board never approved. A third posts about an owner's violation on a neighborhood social media group. A code will not stop all of that, but it gives the board an agreed standard to point to before the conversation becomes personal. It also helps new directors, who often do not know that some of these things are off limits.
Confidentiality and executive session
The most useful clause covers confidential information. Directors see delinquency files, violation histories, legal advice, personnel matters, and contract negotiations. State law often recognizes that these belong in closed session. California Civil Code section 4935 lets the board meet in executive session to consider litigation, formation of contracts with third parties, member discipline, personnel matters, and a member's request to discuss assessment payments. Florida Statutes section 720.303(2)(b) allows closed meetings with the association's attorney about proposed or pending litigation and meetings about personnel matters. A code can say that directors will not disclose what was discussed 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 the board. It should also say what is not confidential. Decisions, votes taken in open session, and records owners are entitled to inspect stay open no matter what the code says.
Speaking for the board
An individual director usually has no authority to act for the association alone. The code should say so plainly. Directors do not give instructions to the manager, vendors, or contractors unless the board has delegated that authority. Directors do not promise an owner an outcome before the board has voted. Official statements go out through whoever the board designates, often the president or the manager. A director who disagrees with a decision can say so, but should make clear they are speaking for themselves. Once the board votes, directors carry out the decision even if they voted no, unless the action would be illegal. This is where most friction in small boards comes from, so spend time on the wording and give an example or two.
How directors treat owners, vendors, and each other
Keep this section concrete. Directors respond to owners courteously and within a reasonable time, even when the owner is not courteous. They do not use their position to get faster service, a waived fee, or a favorable architectural decision for themselves or friends. They disclose conflicts under the association's conflict of interest policy and step out of related votes. A separate guide covers conflict of interest rules in detail, so the code can simply refer to that policy. Directors do not accept gifts from vendors beyond a nominal amount the board sets. They prepare for meetings by reading the packet, attend regularly, and keep disagreements about issues rather than people. None of this is novel. Writing it down helps because a volunteer board has no supervisor to enforce norms.
Social media and neighborhood groups
Unofficial neighborhood groups are where many board disputes start. A reasonable clause says directors will not post confidential information, will not discuss a specific owner's violation or account, and will not present personal views as board positions. It can ask directors to direct owners with association questions to the official channel instead of answering in a comment thread. Be careful not to overreach. A director is still an owner and has the same right as anyone else to speak about community issues in their own name. A code that tries to silence all criticism of the board is likely to backfire and may be unenforceable. Aim at confidentiality and impersonating the board, not at opinions.
How to adopt one
Draft a one or two page document. Longer codes do not get read. Start from your governing documents and existing policies so you do not contradict them. Some boards ask the association's attorney to review the draft, which is a good idea if the code mentions discipline or confidentiality of legal advice. Put adoption on the agenda of an open board meeting and adopt it by resolution. If the code imposes any obligation on owners, it may be a rule that has to go through your state's rule adoption process, so keep it limited to directors and, if you like, committee members. Ask each director to sign an acknowledgment and keep the signed copies in the association's records. Give it to every new director with the governing documents. Review it every year or two, ideally when the board reorganizes after the annual meeting.
What a code of conduct cannot do
A board policy cannot remove a director. In most associations, removal of a director requires a vote of the members under the bylaws and state nonprofit or HOA law, and the board cannot add new grounds by resolution. Separate guides cover removing a board member and the difference between removal and resignation. A code also cannot override statutory rights. Owners keep their rights to attend open meetings and inspect records, and directors keep their right to see association records needed to do their job. What the board can usually do when a director violates the code is more limited. It can discuss the problem privately, pass a resolution of censure at an open meeting, remove the director from an officer position if the bylaws let the board choose officers, and reassign committee roles. It can also limit a director's access to specific confidential material if the director has misused it, but check with counsel before doing that. If the problem is serious enough, the other directors can ask the members to consider removal.
Sample clauses to adapt
Keep each clause to one sentence. For example. I will not disclose information discussed in executive session or confidential owner information, except as required by law. 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 to do so, and I will identify personal opinions as my own. I will disclose any conflict of interest and follow the association's conflict of interest policy. I will not accept gifts or favors from vendors or owners because of my position. I will read meeting materials before meetings and attend regularly. I will treat owners, vendors, and fellow directors with courtesy, including when I disagree. I will return or delete association records and credentials when my term ends. Check your governing documents and state law before adopting any of these as written.
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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