Code of Conduct or Control Tactic? What HOAs Don't Want You to Know

Homeowners' associations across Arizona are adopting so-called "Codes of Conduct" for board members—some even trying to insert them into official governing documents like bylaws and declarations.

There's just one problem:

They're vague, subjective, and legally unenforceable.

What These Codes Typically Say:

These rules often sound reasonable on the surface. For example:

• "Board members must act in the best interest of the Association."

• "Board members shall maintain professionalism at all times."

• "No personal attacks, threats, or harassment."

Sounds harmless, right? But…

Here's the Real Problem:

These codes rely on subjective standards.

Who decides what's "professional" or "in the community's best interest "? Who determines what counts as "harassment" or a "personal cause"?

Usually, it's the rest of the board.

This allows a majority to silence dissent, punish opposing viewpoints, or block legitimate oversight.

Fiduciary Duties vs. Gag Orders

Board members have a legal duty to question management, inspect documents, and speak up.

However, under these codes, doing so could be labeled "unprofessional" or "disparaging" and punished.

When Codes Become Contractual

If these Codes are baked into bylaws or declarations, they become part of a contract between the HOA and its members. And under Arizona law, contracts must be clear and specific to be enforceable.

These vague standards—like "best efforts" or "highest standards"—fail that test.

You can't enforce a rule if no one can define what it means or how to follow it.

The Bottom Line:

Codes of Conduct sound good, but fall apart legally.

They're too vague, subjective, and easily abused by those in power.

If your HOA is attempting to enforce a Code of Conduct—or if you feel targeted because of it—we can assist you.