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[ASSOCIATION NAME] — BOARD MEMBER CODE OF CONDUCT
Free template from The HOA Guide — thehoaguide.com
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Effective date: __________
Adopted by board resolution on: __________

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SECTION 1 — PURPOSE
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This Code of Conduct sets behavior standards for members of the Board
of Directors of [Association Name]. It supplements, and does not
replace, each director's fiduciary duties of care, loyalty, and acting
within their authority under [State] law and the association's
governing documents.

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SECTION 2 — CONFLICTS OF INTEREST
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A director must disclose, before the board discusses or votes on the
matter, any:
   - Financial interest in a vendor, contractor, or contract before
     the board
   - Family or business relationship with a vendor, contractor, or
     party to a dispute before the board
   - Personal dispute with an owner that is before the board (e.g. a
     fine appeal, an architectural request, a delinquency matter)

Disclosure trigger: any contract or matter over $__________, or any
relationship the director would reasonably want the board to know
about even below that amount.

Once disclosed, the director will:
   [ ] Leave the room for that portion of the discussion and vote
   [ ] Remain but abstain from the vote
   [ ] Other: __________

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SECTION 3 — CONFIDENTIALITY
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Directors will keep confidential:
   - Executive session discussions and the reasoning behind them
   - Individual owners' financial records, payment history, and
     delinquency status
   - Pending or threatened litigation strategy
   - Personnel matters involving association staff or management

A director may summarize that an executive session occurred and its
general subject, without disclosing confidential details, consistent
with [State]'s open-meeting requirements.

Violation of confidentiality may result in: __________

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SECTION 4 — RESPECTFUL MEETING CONDUCT
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At board meetings and owner meetings, directors will:
   - Speak through the chair and wait to be recognized
   - Not interrupt another director or an owner during their comment
   - Keep comments relevant to the agenda item on the floor
   - Table any matter that becomes personal rather than litigating it
     live in the meeting
   - Refrain from personal attacks, raised voices, or disparaging
     remarks about another director, an owner, or association staff

A director who repeatedly violates this section may be asked by the
board president to step outside for a cooling-off period, or the
board may vote to table the remainder of the meeting.

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SECTION 5 — COMMUNICATION CHANNELS
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Directors will not, without prior board authorization:
   - Direct a vendor or contractor to begin, change, or stop work
   - Promise an owner a specific outcome on a pending matter
   - Commit the association to spend money or sign a contract
   - Speak to media, legal counsel, or the association's insurer on
     the board's behalf

All commitments to vendors, contractors, and owners must trace back
to an actual board vote recorded in the minutes.

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SECTION 6 — SOCIAL MEDIA AND PUBLIC CONDUCT
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When posting or commenting in any public or community forum (social
media, neighborhood app, community group chat), a director will:
   - Not represent a personal opinion as the board's official position
     unless authorized to speak for the board
   - Not disclose confidential board discussions or another director's
     private comments
   - Not air disagreements with other directors or specific owners
     publicly

A director posting as a private resident should make clear they are
not speaking on the board's behalf.

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SECTION 7 — ENFORCEMENT
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Step 1 — First incident: Informal conversation between the board
president (or another officer if the president is involved) and the
director.

Step 2 — Repeat incident: Written warning, entered into the minutes
of the next regular board meeting.

Step 3 — Continued or serious incident: Formal censure vote by the
remaining board members, entered into the minutes.

Step 4 — Officer role: The board may vote to remove a director from
an officer position (president, vice president, secretary, treasurer)
without an owner vote, since officer assignments are typically a
board-level decision. This does NOT remove the director from the
board seat itself.

Step 5 — Board seat: Removing a director from the board seat is
governed by the association's bylaws and typically requires an
owner-initiated recall vote, not a decision the remaining directors
can make alone. Conduct that rises to a breach of fiduciary duty
(self-dealing, ignoring the governing documents, disclosing
confidential owner information) may open a separate legal path under
[State] law — consult the association's attorney.

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SECTION 8 — BOARD ADOPTION RECORD
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This Code of Conduct was adopted by a vote of the Board of Directors.

Date of adoption: __________
Motion made by: __________
Motion seconded by: __________
Vote:  ______ in favor  /  ______ opposed  /  ______ abstaining

Board members present:
   __________
   __________
   __________
   __________
   __________

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This is a template, not legal advice. Have your association's
attorney review the final draft before the board votes on it, and
confirm it doesn't conflict with your bylaws or state statute.
Free template from The HOA Guide — thehoaguide.com
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