Community Association Governing Boards are comprised of men and women elected by the Association’s membership.  These individuals often referred to as Trustees or Directors, volunteer their time and energy to the Association they serve.  Trustees have an enormous amount of responsibility and power.  Trustees are in a fiduciary relationship with the Association and its members. The Trustees elected by the membership are held to a high standard which requires that each and every decision made by the Board be in the overall best interest of the Community.  Decisions made by a board cannot be discriminatory, arbitrary, or in bad faith.  In exercising its Governing Document and statutory responsibilities, a Governing Board and its individual members are entitled to exercise their best and highest form of business judgment.  So long as the decision of a Governing Board does not result from fraud, self-dealing, or criminal conduct, individual members of the Board are to be held harmless and to be indemnified by their Associations for their business judgment. For the past 25 years, Giaimo & Associates has been providing counsel and guidance to Governing Boards in order to help them meet their fiduciary responsibilities so as to comply with their Governing Document responsibilities and in order to avoid claims of breach.

 

No Board is absolutely immune from a claim for breach of fiduciary duties.  When a claim from a unit owner alleges that the Board, or an individual member of the Board has breached a Governing Document or statutory responsibility, Giaimo & Associates provides assistance by perfecting a formal demand to the Association’s Directors & Officers Errors and omission insurance carrier to provide a defense against the claim.

Fiduciary Duties