Michael Rome, Esq.
This article is not a substitute for consulting with legal counsel in your State regarding the specific fact situation.
Homeowners have a variety of motivations for serving on the board of directors, but it is still
important for all of the directors to be on the same page regarding their basic fiduciary duties to the association. For this reason it is helpful to adopt a written code of conduct, sometimes also known as a code of ethics. After the code is adopted by a vote of the board, it should be signed by each of the directors.
To further emphasize the significance of the code, it can be incorporated into the bylaws by
amendment. In this way signing the code can become a requirement for sitting on the board. Once it is in the bylaws, the code will provide firm guidance for future boards.
I prefer to call the code of conduct an Agreement to Serve. Incoming board members may
not want to think in terms of how their ‘conduct’ might be scrutinized and judged. Also, keep it
short and simple. The code can appear intimidating if it sounds overly formal or contains endless pages of do’s and don’ts. Following is an example of an Agreement to Serve. Keep in mind that there are many variations on how they can be drafted, so it is important to have it first reviewed by legal counsel.
AGREEMENT TO SERVE
I agree to serve on the board of directors for _____________________ (“Association”) and I
also agree to be guided by the following principles:
• To attend and participate in all meetings and communications to the best of my
ability to be present.
• To respect parliamentary procedure at all meetings, to refrain from speaking out of
turn, and to participate in a business-like manner.
• To maintain confidentiality with respect to the board’s "executive session" meetings,
discussions, and communications.
• To accept the board’s decisions, even if I disagree, as I understand there may not be
unanimous support for every action taken by the board.
• To promote the goals and interests of the Association in a constructive manner,
rather than create unnecessary conflict among the homeowners.
• To disclose to the board any financial conflicts of interests.
• To do my best to ensure that the Association’s finances are well managed.
• To uniformly enforce the covenants and other governing documents.
• To place the best interests of the Association above my personal interests; the
interests of a particular homeowner; or the interests of a faction of homeowners.
• To resign from the Board if I find I can no longer maintain this agreement to serve.
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