The Board of Directors has adopted the following Code of Conduct for its Directors and committees. This policy is intended to provide guidance with responsibilities and decorum, as well as with ethical issues, and provide a mechanism for addressing unethical conduct.
A. BOARD RESPONSIBILITIES
The general duties for Directors are to enforce the Association’s governing documents, collect and preserve the Association’s financial resources, insure the Association’s assets against loss, maintain a membership roster, and preserve the good name of the Association. To fulfill that responsibility, Directors must:
- regularly attend Board meetings,
- review material provided in preparation for Board meetings,
- review the Association’s financial reports, and
- make reasonable inquiry before making decisions.
B. PROFESSIONAL CONDUCT
In general, Directors and committee members must conduct all dealings with members of the public, government officials, neighborhood stakeholders and representatives of other neighborhood or advocacy groups with honesty and fairness, and safeguard information that belongs to the Association.
1. Self-Dealing. Self-dealing occurs when Directors or committee members make decisions that materially benefit themselves or their relatives at the expense of the Association. “Relatives” include a person’s spouse, parents, siblings, children, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law and anyone who shares the person’s residence. Benefits include money, privileges, special benefits, gifts or other items of value. Accordingly, no Director or committee member may:
- solicit or receive any compensation from the Association for serving on the Board or any committee,
- make promises to vendors or sponsors unless with prior approval from the Board,
- solicit or receive any gift, gratuity, favor, entertainment, loan, or any other thing of value for themselves or their relatives from a person or company who is seeking a business or financial relationship with the Association,
- seek preferential treatment for themselves or their relatives,
- use Association property, services, equipment or business for the gain or benefit of themselves or their relatives, except as is provided for all members of the Association.
2. Confidential Information. Directors and committee members are responsible for protecting the Association’s confidential information. As such they may not use confidential information for the benefit of themselves or their relatives. Except when disclosure is duly authorized or legally mandated, no Director or committee member may disclose confidential information. Confidential information includes, without limitation:
- private personal information of fellow Directors and committee members,
- disciplinary actions against members of the Association,
- legal disputes in which the Association is or may be involved — Directors may not discuss such matters with persons not on the Board without the prior approval of the Association’s legal counsel. Failure to follow these restrictions could constitute a breach of the attorney-client privilege and loss of confidentiality.
3. Misrepresentation. Directors and committee members may not knowingly misrepresent facts. All Association data, records and reports must be accurate and truthful and prepared in a proper manner.
4. Proper Decorum. Directors and committee members are obligated to act with proper decorum. Although they may disagree with the opinions of others on the Board or committee, they must act with respect and dignity and not make personal attacks on others. Accordingly, Directors and committee members must focus on issues, not personalities, and conduct themselves with courtesy toward each other and members of the Association. Directors shall act in accordance with Board decisions and shall not act unilaterally (unless specifically authorized by the Board) or contrary to the Board’s decisions.
C. WHEN CONFLICTS OF INTEREST ARISE
Situations may arise that are not expressly covered by this policy or where the proper course of action is unclear. Directors and committee members should immediately raise such situations with the Board. If appropriate, the Board will seek guidance from the Association’s legal counsel.
1. Disclosure & Recusal. Directors and committee members must immediately disclose the existence of any conflict of interest, whether their own or others. Directors and committee members must withdraw from participation in decisions in which they have a material interest.
D. VIOLATIONS OF POLICY
Directors and committee members who violate the Association’s Code of Conduct policy are deemed to be acting outside the course and scope of their authority. Anyone in violation of this policy may be subject to disciplinary action, including, but not limited to:
- censure,
- removal from committees,
- removal as an officer or director of the Board,
- request for resignation from the Board,
- recall by the membership, and
- legal proceedings.
Prior to taking any of the actions described above, the Board shall appoint an executive committee to investigate the violation. The committee shall review the evidence of violation, endeavor to meet with the director/committee member believed to be in violation, confer with the Association’s legal counsel, and present its findings and recommendations to the Board for appropriate action. The Board shall endeavor to meet with the director/committee member in executive session prior to imposing disciplinary action against that person.