In a Nutshell
- Pursuant to state law, individuals serving on an association’s board of directors as directors or officers (“Association Leaders”) owe fiduciary duties to the association.
- Fiduciary duties are owed to the association and not to the association’s members.
- In general, fiduciary duties require Association Leaders to act in good faith, in the best interest of the association at all times, and to never make decisions based on furthering a personal or outside business interest.
- Specifically, fiduciary duties may include the duties of care, confidentiality, loyalty, obedience, and accounting.
- Association Leaders must avoid, disclose, and resolve any conflicts of interest prior to voting or otherwise participating in any deliberations concerning an association matter.