Board governance glossary
Governance terms, explained clearly
Practical definitions for condo, co-op, and HOA board members managing decisions, records, risk, and capital projects.
Additional insured
An additional insured is a party added to another entity’s insurance policy — typically by endorsement — so that it can seek coverage under that policy for claims arising from the named insured’s work.
Board minutes
Board minutes are the association's official written record of a board meeting, including attendance, motions, votes, and decisions.
Business judgment rule
The business judgment rule is a legal doctrine under which courts generally defer to informed, good-faith board decisions made within the board’s authority and without conflicts of interest.
Capital improvement
A capital improvement is a substantial addition, replacement, or upgrade that extends the useful life, value, or function of association property beyond routine maintenance.
Certificate of insurance (COI)
A certificate of insurance is a one-page summary (often an ACORD 25 form) showing that a contractor or vendor had certain policies in force on the date it was issued. It is evidence that a policy exists, not proof of what the policy actually covers.
Change order
A change order is a written amendment to a construction contract that changes the agreed scope, price, schedule, or other project terms.
Conflict of interest
A conflict of interest exists when a board member’s personal, financial, or professional interests could interfere—or appear to interfere—with duties owed to the association.
Contractual indemnity (hold harmless)
A contractual indemnity is a clause in which one party (usually the contractor) agrees to cover specified losses, claims, or defense costs of another party (the association) arising from the contractor’s work.
Directors and officers insurance (D&O)
Directors and officers insurance is liability coverage designed to protect an association and its board members against certain claims arising from governance decisions and alleged wrongful acts.
Fiduciary duty
Fiduciary duty is the obligation of board members to act with appropriate care, loyalty, good faith, and attention to the interests of the association they serve.
New York Labor Law §§ 240/241 (Scaffold Law)
New York Labor Law §§ 240 and 241 impose heightened, often “absolute,” liability on building owners and general contractors for certain gravity-related (height) and construction-site injuries to workers — regardless of the owner’s own fault.
Quorum
Quorum is the minimum number of eligible board members or association members who must be present for a meeting to conduct official business.
Reserve study
A reserve study is a long-term assessment of major common-property components, their remaining useful lives, expected replacement costs, and the funding needed to pay for future work.
Special assessment
A special assessment is a charge imposed on owners in addition to regular common charges or dues to fund a specific expense or address a funding shortfall.
Keep the record behind every decision
BoardRecord organizes the emails, documents, approvals, and project history your board needs to govern with context.