HOA Board Code of Conduct and Conflict of Interest Policy: Sample

Short answer: A board code of conduct is a short written agreement among directors about how they will work together, treat owners and handle situations where a director has a personal stake in a decision. Below is a sample you can copy and adapt. State law and your governing documents may set conduct and conflict rules that override or add to any board policy, so the sample is a starting point, and it is wise to have the association’s attorney review it before the board adopts it.

Last checked: October 3, 2026. This page is suggested practice. It does not describe the conflict of interest or conduct law of any state.

What is a board code of conduct for?

Board members are volunteers and neighbors. A written code can help a board agree, in calm times, on how it wants to behave when things get tense. It may help to have the same expectations on paper for every director, whether that person joined this year or has served for a long time.

A code like this can cover a few things:

• How directors prepare for and behave in meetings.
• How directors speak with owners, staff and vendors.
• How private information is handled.
• What a director does when a decision could affect them personally.

A code of conduct is the board’s own policy. In general practice it sits below state law and the governing documents. To see how those layers fit together, read which HOA document controls.

What does a board policy not do?

A sample policy does not tell you what the law requires where you live. Your state may have its own rules on conflicts, disclosure, voting and director pay, and your declaration or bylaws may add more. A board policy does not replace those rules, and the sample says so in its first section.

For what the statutes we have read say, see HOA board conflicts of interest and do HOA board members get paid. For the wider role, see what an HOA board member does.

Sample code of conduct and conflict of interest policy

This is a sample, written for this page. Copy it and replace the brackets.

[ASSOCIATION NAME]
BOARD CODE OF CONDUCT AND CONFLICT OF INTEREST POLICY

SAMPLE ONLY. Adapt this text to your governing documents and state law,
and have the association's attorney review it before the board adopts it.

Adopted by the board on [date].

A. PURPOSE
This policy records how the directors of [association name] agree to work
with each other and with owners. Where state law or the governing
documents say something different, or something more, they control.

B. HOW WE CONDUCT OURSELVES
Each director will:
- Read the meeting materials ahead of time and come prepared.
- Treat owners, residents, fellow directors, staff and vendors with
  courtesy, in person, in writing and online.
- Listen, let others finish, and keep comments to the item being discussed.
- Act through the board. A director will not make commitments for the
  association, or direct staff or vendors, unless the governing
  documents or the board have given that director the task.
- Respect a decision once the board has made it, and raise any
  disagreement through the board.
- Keep private the matters the board handles privately, as the governing
  documents and state law allow.
- Not use a board seat to seek special treatment for the director, the
  director's household or friends.

C. CONFLICTS OF INTEREST
For this policy, a possible conflict is [describe, to match your state
law and governing documents; for example, a board decision that could
bring a personal or financial benefit to a director, a relative, or a
business the director is tied to].
Each director will:
- Tell the board about a possible conflict as soon as the director is
  aware of it, and before the board discusses the item.
- [Describe the steps your state law and governing documents call for;
  for example, leave the discussion and not vote on the item.]
- Ask that the disclosure, and how the board handled it, be noted in
  the minutes.
- Raise the question with the board when unsure whether something
  counts.

D. GIFTS AND FAVORS
A director will not accept gifts, favors or discounts from anyone doing
or seeking business with the association, except [describe any
exception the board chooses].

E. IF A CONCERN COMES UP
A concern about this policy may be raised with [officer or role]. The
board will [describe the steps the board chooses, within what the
governing documents and state law allow], and the director concerned
will have a chance to respond.

F. ACKNOWLEDGEMENT
Each director is asked to read and sign this policy on joining the
board and again [how often].

I have read this policy and agree to follow it.
Name: [name]
Signature: [signature]
Date: [date]

How do we use the sample?

1. Read your documents first. Look in the declaration, bylaws and any existing board policies for conduct, conflict or gift wording. If they already cover a point, the sample may need to match them or leave the point out.
2. Fill in the brackets together. The conflict description, the steps a director takes and the gift exception are choices for your board to discuss, within what your state and documents allow.
3. Keep it short. A short policy is easier for a busy volunteer to read and remember.
4. Ask the association’s attorney to review it. This is the step that checks the draft against your state’s law and your documents.
5. Adopt it the way your documents and state law call for. One option, where they allow it, is to adopt the policy at a board meeting and record it in the minutes.
6. Share it. One option is to give owners a copy, so neighbors can see what the board has agreed to.

What to do next

1. Gather your declaration, bylaws and any current board policies.
2. Read the pages linked above on conflicts and on the board’s role, so the board knows what questions to bring to its attorney.
3. Put the draft on a meeting agenda and invite comments from every director.
4. If directors are worried about personal exposure, read board member liability and D&O insurance and raise it with the attorney or insurance agent.
5. Set a reminder to reread the policy when new directors join.

Common questions

What constitutes a conflict of interest for an HOA board member?

In plain terms, people commonly use the phrase for a situation where a director could gain or lose personally from a decision the board is making. The exact meaning for your board depends on your state’s law and your governing documents, which this page does not describe. Our page on HOA board conflicts of interest covers what we found in the statutes we read.

Can you give me an example of a board member having a conflict of interest?

Here is a fictional illustration. The board is choosing a landscaping company, and one bidder is owned by a director’s brother. Many boards would want to hear about that tie before the discussion starts. Whether it counts as a conflict under the law, and what the director may do next, depends on your state and your documents.

Can HOA board members make decisions without consulting others?

How decisions are made, and who may make them, is set by your governing documents and state law. A code of conduct can add the board’s own commitment that directors act through the board and not alone, as section B of the sample does.

Is there a sample HOA conflict of interest policy?

Section C of the sample above is a short one, and it can stand alone or sit inside a wider code of conduct. It is a starting point. The bracketed parts are there so your board and its attorney can fit it to your state and documents.

Sources

• This page states no statute and no legal requirement, so it cites no statute. The sample policy was written for this page. To look up conflict and conduct rules for your community, start with your governing documents, then your state’s official legislature website, for example https://www.flsenate.gov/laws/statutes (Florida), https://statutes.capitol.texas.gov (Texas) or https://leginfo.legislature.ca.gov (California). Checked October 3, 2026.

Important notice

Fycus is not a law firm and does not provide legal advice. Association law varies by state and by each community’s governing documents. Consult a licensed attorney for guidance specific to your association.

This page is general information, was written as suggested practice as of October 3, 2026, and has not been reviewed by an attorney. Laws change; check the current text before you rely on it.

About Fycus

Fycus is in development. The features described on this site are planned and not yet available. Pricing shown is planned pilot pricing and may change.

If one place for your association’s documents, deadlines and questions would help your board, you can request early access.