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Duty of Board Members (NM)

For those New Mexico associations that are nonprofit corporations, the Nonprofit Corporation Act sets forth standards for directors of the association.

1. The director must perform his duties in good faith, in a manner the director believes to be in or not opposed to the best interests of the corporation and with such care as an ordinarily prudent person would use under similar circumstances in a like position. NMSA 53-8-25.1

2. Directors are entitled to rely on information, opinions, reports and statements prepared or presented by

(A) one or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;

(B) legal counsel, public accounts or other experts;

(C) a committee of the board that is properly established, if the board reasonably believes the committee merits confidence. However, the director will not be considered to be acting in good faith if the director has knowledge concerning the matter in question that would cause such reliance to be unwarranted.

3. A director cannot be held personally liable unless the director failed to perform his duties in good faith, and such acts by the director constituted willful misconduct or recklessness.

Additionally, both the Condominium Act and the Homeowner Association Act impose a fiduciary duty on board members appointed by the Declarant and a duty of ordinary and reasonable care on board members elected by the members.