After reading several letters expressing misunderstanding of the governance of our POA, I’d like to offer a few notes as a retiree who dealt with similar entities.
Particular misconceptions are that the POA is not a corporation and that directors should be our elected representatives.
First, HSV is indeed a corporation. It is legally created in Arkansas and is subject to the Arkansas Nonprofit Corporation Act.
Second, directors are not elected representatives. POA board members are not similar to those we elect in the legislature or the Congress. They have legal fiduciary duties that are outlined not only in Arkansas law but also in centuries of corporate and common law.
Directors have a duty to the interests of the corporation, and when sworn in, that transforms into the Duty of Loyalty to act “in a manner that the director reasonably believes to be in the best interests of the corporation.” [Ark. Code Ann. § 4-33-830(a)(3)] Members vote for directors to make decisions for the good of the POA as a whole, not to serve personal or special interests. They are required to express dissent before a vote, but after action is taken, the BOD must act in unity. This is different from elected partisan government officials.
Directors are also bound by the Duty of Care and the Duty to Act in Good Faith.
Fiduciary duties are complex and apply not only to corporations, but also to trusts and other such fiduciary and agency relationships. If any have questions, I suggest that you ask your own attorney for an explanation.
I applaud the efforts of POA attorneys to educate the board and residents about the legal role of the board. Let’s remember their fiduciary duties when commenting on actions by directors who generously volunteer to serve our HSV.

Nancy Harlan
Hot Springs Village