The Role and Limits of a Code of Ethics for Association Board Members
In recent years, more associations are turning to board codes of ethics, either to draft new ones or to enforce existing ones when violations are alleged. While a well-crafted code of ethics can clarify expectations and guide board behavior, it’s important to understand both its purpose and its limitations.
Purpose of a Code of Ethics
A board code of ethics sets a standard for behavior, especially useful for new or inexperienced directors. It typically outlines best practices for serving the association’s interests, avoiding conflicts, maintaining confidentiality, and showing respect during discussions.
Organizations like the Community Associations Institute (CAI) and the American Society of Association Executives (ASAE) offer model codes and best practices. These include having clear language, consistent enforcement procedures, and a values-based approach to board service.
The Risk of Overreach
Problems arise when associations treat a code of ethics not as guidance, but as a disciplinary tool. Some boards attempt to use it to automatically remove directors, or require resignations upon violations, without following due process.
This is often a legal overreach. In most associations, directors are elected by members, and only members can remove them. Circumventing that process, such as branding a dissenting voice as “disruptive” and using the code to force them off the board, can lead to legal and reputational trouble.
Legal Authority Matters
To impose real consequences, a board must have authority rooted in the governing documents (like the bylaws or articles of incorporation). Without such support, a code of ethics remains aspirational rather than enforceable.
Even so, boards may take limited actions, such as censure or committee reassignment, if allowed by law. But automatic removals or mandatory resignations are rarely enforceable unless clearly authorized and handled with due process.
Proceed with Caution
Even when legally possible, using internal policies to remove a member should be a last resort. Boards must consider not just “can we do this?” but “should we?” Misusing a code of ethics may erode member trust and harm the association’s credibility more than the original conduct.
Final Thoughts
A code of ethics is a helpful tool to promote professionalism and accountability. But boards should avoid using it as a disciplinary shortcut. For enforceable consequences, associations must rely on clearly written authority in their governing documents and follow fair procedures. Otherwise, even well-meaning efforts can lead to unintended harm.
Any additional questions? We are a full-service property management firm in the Chicagoland area of Illinois. Call us (630)-912-8742
