Code of conduct for HOA board members: Everything you need to know

What is an HOA board member code of conduct?

A code of conduct for HOA board members is a written framework that outlines the expectations, responsibilities, and ethical standards for those serving on a homeowners association board. In Texas, while not always legally required, adopting a board code of conduct is considered a best practice and may be referenced in your association's governing documents.

The primary goal of a code of conduct for HOA board members is to create a clear set of behavioral and procedural expectations. These guidelines can help board members act with transparency, make decisions that support the collective interests of the community, and avoid potential conflicts of interest. A board that operates under an adopted code of conduct may be more likely to stay aligned with Texas law, including applicable provisions of the Texas Property Code.
 

Why does a Texas HOA board need a code of conduct?

A code of conduct for HOA board members in Texas is essential to protect both the board and the association. Without it, boards may be more vulnerable to internal disputes, allegations of bias, or inconsistent governance practices.

Adopting a board code of conduct can allow your HOA to:

• Promote fairness and ethical decision-making
   
• Avoid accusations of favoritism or misuse of authority
   
• Clarify how conflicts of interest should be handled
   
• Reinforce fiduciary duties like acting in good faith and with due care
   
• Strengthen resident confidence in board leadership

While Texas law may not mandate a code of conduct, its absence may become a liability if disputes arise.
 

Sample code of conduct for HOA board members

1. Honor your commitment to the community

   Board members agree to act in the best interests of the association as a whole, not in service of personal preferences or individual agendas. Decisions should be made based on what benefits the collective, even when personal opinions may differ. Board members also commit to active participation by attending board meetings, reviewing materials in advance, and responding to resident inquiries as appropriate.
   
   In Texas, there are several legal concepts surrounding the ‘duties’ of a board member.
    
   • Fiduciary duty: A duty to act for someone else’s benefit and act in the best interest of the association, with the highest degree of honesty and loyalty.
      
   • Duty of confidentiality: Board decisions must remain confidential during and after your term of service.
      
   • Duty of loyalty: Prohibits board members from using their position to take unfair advantage of the association.
      
   • Duty of ordinary and reasonable care: Perform duties in good faith with such care as an ordinary prudent person would in a similar situation (also called the Business Judgment rule).



2. Follow the hierarchy of law and governing documents

   As you might imagine, board members are expected to be experts on the governing documents of their association. Your residents will look to you for guidance and there will be a great deal of pressure on you to adhere to the rules because you’re setting the example for everyone else.
   
   If that’s the case, it’s important that your board member code of conduct stipulate that your decisions and actions are subject to all federal and state statutes, platting documents, the Declaration (commonly known as CC&Rs), articles of incorporation, bylaws, and other board-mandated resolutions. Operating within these restrictions will help protect you from overreaching your authority.
    

3. Avoid conflicts of interest

   A conflict of interest happens when a board member’s personal interests could interfere with their responsibility to make decisions that are best for the community. The easiest way to avoid possible risk and liability is to have a code of conduct that outlines how to disclose and avoid conflicts of interest. Keep in mind that you can also be held personally liable for your actions as a board member.
   
   Such conflicts may arise at any time when an association board is making decisions on behalf of the community. A responsible board member will disclose any conflicts of interest and recuse themselves from the related decision-making process. To 'recuse' is simply the legal definition for formally excusing yourself from a decision due to a conflict of interest.
   
   For example:
   
   The association is soliciting bids for a new contractor to service and repair the three pools in the community. The board vice president has a brother-in-law who owns a pool maintenance company and knows he has entered a bid for the contract.
   
   The vice president should immediately disclose that he is related to a contractor in the bid process, recuse himself from that specific proceeding, and notate both the disclosure and recusal in the minutes of the board meeting in which the bids were discussed.
    

4. Maintain confidentiality

   Your board should never disclose personally identifying information (PII) unless it is a private communication with that individual or in the execution of business with your Texas property management company. However, there are also business details, like accounting information, that only board members are privy to. Some sensitive topics, like litigation proceedings, delinquencies, and disciplinary hearings are also considered confidential and should never be discussed outside the executive session of board meetings.
   
   As a board member, your visibility within the community is likely to increase. So you may end up in a situation where a resident wants to talk about association business on the sidewalk as you take out the trash or while your family is enjoying time at a community event. It’s important that you understand your code of conduct to protect yourself and the association. Whatever you share as a board member can be subject to future litigation, so be sure to guard your words. Keep in mind that your confidentiality clause should spell out how confidential matters are handled both in-person and in online communications.
    

5. Approach disagreements with respect and professionalism

   Board members are expected to maintain a respectful and professional tone at all times, including with fellow board members, residents, vendors, and property staff. Whether during meetings, over email, or in casual conversations, communication should reflect the board’s commitment to transparency, fairness, and good governance.
   
   During discussions, board members should allow others to speak without interruption, avoid personal remarks, and focus on the issue, not the individual. Even when opinions differ, disagreements should be handled constructively. Some disagreements between board members are inevitable in community governance, but how those disagreements are expressed matters. By consistently practicing respectful communication, board members model the standards they expect from residents and help maintain productive relationships across all areas of community life.

Why HOA boards across Texas choose FirstService Residential

At FirstService Residential, we support Texas HOA boards across communities including Austin, Houston, San Antonio, and beyond with the tools, guidance, and expertise needed to lead confidently and effectively. From drafting a code of conduct to navigating legal obligations and community dynamics, our team is here to help simplify your role. If your board is ready to strengthen its governance or improve board operations, contact FirstService Residential today.