HOA governing documents typically refer to a requirement for directors & officers as “acting in good faith”, aka the business judgment rule.
and … WV Code §36B-1-112. Obligation of good faith.
Every contract or duty governed by this chapter imposes an obligation of good faith in its performance or enforcement.
The business judgment rule is a tool of judicial review, not a standard of conduct. The rule
(1) shields directors from liability and protects decisions made by directors when the rule’s elements – a business decision, disinterestedness, and independence, due care, good faith and no abuse of discretion – are present and a challenged decision does not constitute fraud, illegality, ultra-vires conduct or waste, and
(2) creates a presumption that directors have acted in accordance with each of the elements of the rule.
[“ultra-vires” means acting or done beyond one’s legal power or authority]
courtesy: American Bar Association, UCIOA Bill of Rights