Have your HOA adopted a code of ethics for board members?

Any Director without the gumption to insist that the Board Minutes record his or her dissent, is doing a very smart thing. How would such run afoul by simply reporting that right or wrong, this is what the majority decided ?

In July 2014 our Court of Appeal upheld a condo Board's unseating of one of its sitting Directors in a high profile test of ethics by-laws. The lower court had ordered an ethics re-hearing by that same Board after its its initial hearing was ruled "unfair to the point of embarrassing". As ordered, the same Board then reviewed its own conduct and - mirabile dictu - exact same outcome. ( Only obscurely did outsiders eventually learn through a lawblog that the alleged ethical breaches were allegedly assaulting the President, bad-mouthing and trouble making ). Thus the courts ruled that owner recalls were not the only way to unseat Directors.

In another jurisdiction 2 condo Directors were found to have been improperly unseated in a similar process, but again the winners were not re-instated by the court; $75 K of their legals were ordered paid.

Hi Eric

We have not adopted a formal code of ethics.

We have sat together and listened to free webinars by the local CAI branch. The last one was on conflict of interest. The next one is on bankruptcy. Talking together about the contents of the webinar has been very useful because it allows us to discuss various scenarios that we might face. (Not sure if this would be feasible in an open meeting State.)

When we talk about ethics in general, eyes glaze over and little is accomplished.

IMO, there is merit to speaking with a unified voice in many situations, but "always" doesn't work for me.

As Board members, we live by the business judgment rule. Best interest of the community often depends on the particular circumstances.

So Bob, are you hailing from Canada?

I thought so. There were a couple of references you made in another post about some laws and when I looked up the terminology you used, the results all pointed to Canadian law.

I don't have a huge issue with that provision - it appears the objective is to try and avoid board members who run around undermining their colleagues creating a lot of discord (often doing this in an underhanded way). Once a decision is made, ALL board members are responsible for making it work - you don't get to say "I'll only go along with the stuff I agree with." That's the beauty (and curse?) of majority rule.

That doesn't mean the dissenting board member should keep quiet - speak your piece during the debate, vote according to how you feel and if you have serious reservations, you can request that your view be noted in the minutes. Time will soon show if you were right all along. In the meantime, you did your due diligence and that's the best one can do.

Dissenting within the Board Meeting Minutes should - at the request of and for the later protection of Director dissenters from malfeasance accusations & prosecution - ABSOLUTELY be recorded within those Minutes. If a majority refuses to allow such dissent recording, a Director should resign.

Hopefully non dissenters should follow them out the door except in North Korea. 'Name, rank & serial number' minimalist Minutes give me concern more than "the Directors all danced for joy unanimously about the common solution !"

Board majorities who refuse to allow the Minutes to record such dissent ( & and hopefully the general reason ) are just inviting resignations/turnover ; external criticism to other owners & press ; ongoing toxicity ; maybe judicial repercussions later.

Everything is right - and nothing is wrong - to record that fullest airing of issues occurred, the Board heard such and a majority then decided such then moving ahead . . .

I say minutes should reflect how BOD Members voted via their name but not necessary to include their reason for such a vote.

John, Sue, Bob voted Yea. Harry and Joan voted Nay. Motion passed or failed 3 to 2 is sufficient. All are on record as to how they voted.

No legal requirement in PA.
We simply say that a measure passed or failed without identifying individual votes.
If a member objects strongly to a decision, that member can request the objection to go in the minutes. Rarely happens.

We fired our last 4 MC's for performance failures and inadequate advice. IMO, yoo chose a lousy yardstick to measure against.

I assume Bob that you are responding to the following post:


The question I was responding to was whether Yeas, Nays, and Abstentions are included in the minutes. My answer was No, unless a Director wants to go on record in opposition to the Board's decision, which rarely happens. I was not saying anything about the contend of our minutes themselves.

But since you have opened the content door in an odd way, I will share some of my views:

I have seen minutes that go on endlessly for pages and pages. I find these objectionable because I know that the Secretary was so busy scribbling away that he/she was a poor participant in the dialog. On a 5 person Board, only 4 can really be active participants if one has his/her nose in a notepad.

I believe that being concise takes greater effort than rambling. If the minutes turn out to be minimalist, I see no problem as long as they accurately convey that an issue was discussed, and if a decision was reached, what that decision was. Where appropriate we include our reasoning because we want future Boards to understand our thinking. Five or ten years from now, a new Board may have a similar decision to make under a changed set of circumstances. We want them to have a better starting point than we did.

I could care less about judicial forensics. It took me a year to convince some Board members that we shouldn't run scared every time someone says they are talking to a lawyer. If we worry about being sued (which some of us were very concerned about), we become overly focused on ourselves instead of what in our opinion should be done to improve our community. In an earlier post in this thread, I said:


The BJR should give us the courage to make the best decisions we can with the limited information we have at the time and should protect us when hindsight shows that a better solution was available.

I believe you have alluded to the BJR in your posting, and to that extent you and I are in agreement.