Many community association board members—meaning, board members of condominium associations, HOAs, or other planned communities under O.R.C. Chapter 5312—are confused about fiduciary duties. Those board members are not alone. Many attorneys do not understand what board member fiduciary duties are or to whom they are owed. This post will briefly explain what fiduciary duties are, who owes the duties, and to whom the duties are owed.

Fiduciary duties include the duties of good faith, loyalty, trust, confidence, and candor. In the community association context, board members owe fiduciary duties to the association, as an entity. Neither community associations nor their board members owe fiduciary duties to individual owners.

Community association board members do not owe fiduciary duties under the Condominium Act (R.C. Chapter 5311), Planned Community Act (R.C. Chapter 5312), or common law. Nor do board members owe fiduciary duties under declarations or bylaws, unless they specifically state that board members owe “fiduciary duties” (which is rare, if it exists at all).

Community association board members of incorporated associations owe fiduciary duties under O.R.C. 1702.30(B). O.R.C. 1702.30(B) says that directors (which are the same as board members) shall serve “in good faith, in a manner the director reasonably believes to be in or not opposed to the best interests of the corporation, and with the care that an ordinarily prudent person in a like position would use under similar circumstances.” In other words, board members’ fiduciary duties to the association include the duties of good faith, fair dealing, utmost care, and loyalty.

Board members should collectively work together to make the best possible decisions for the association. This may involve consulting with management, legal counsel, or experts before making certain decisions. In terms of how best to know whether you are meeting your fiduciary duties, our firm’s founder, Chas Williams, summarized it best when he referred to the Jiminy Cricket song “Give a Little Whistle” and said, “always let your conscious be your guide.”

If you have any specific questions about fiduciary duties or any other issues that may impact your association, contact Williams & Strohm, LLC at (614) 228-0207.