What does an Ethics Agreement change?

The board I am on wants its members to sign an ethics agreement but at this time it is not mandatory, since it is not mentioned in the bylaws as a requirement for becoming a board member.
My question is if only a few members choose to sign it, does that mean that what’s true on the agreement is only true for them?
Meaning it doesn’t become “the way things are” for everyone?

The agreement seems to have language that is in conflict with CA civil code, and seeks to modify it, and impedes upon a right board members have as per their Parliamentary Authority, and I don’t think the board, with an “agreement” on paper or not, has the power/authority to do either.

There is no requirement to sign anything. Civil code already covers your duties and responsibilities.

If the other members sign it, it only shows how incompetent they are by signing things that are not required or written in the Bylaws.

In my HOA it was designed to be misleading from the get-go. Our president a year-and-a-half ago wrote up an "Agreement to Serve" which she tried to bully the other directors into signing. She found a sample "code of ethics" or "code of conduct" online somewhere and tailored it to her liking. Her key change was to add a paragraph that said the signer, as a director, would uphold and abide by the governing documents (including the Rules & Regulations) or else they would have to resign. Her purpose was to use that clause to force two directors off the board by saying they had already "agreed to resign" when they signed the agreement, and therefore they had, in fact, resigned.

Luckily we had 2 board members point out that she had no right or authority to create such an Agreement and force anyone to sign it. They also pointed out that the proper course of action to enforce violations had nothing to do with anyone's status as a Director. If Bob's letting his dogs run around off-leash then there's a way to enforce that violation that has nothing to do with his eligibilty to serve on the Board of Directors. Our governing documents do not say that a signed "Agreement to Serve", or any other title one may wish to give it, is necessary. The state of Florida lays out the criteria for eligibility and even if something was in the documents it would likely be unenforceable.

That can’t be true if it’s nit mandatory to sign.

From what I understand, the only way to make it mandatory is to amend the bylaws to include signing such an agreement as a requirement for becoming a board member (not sure if the language of the doc would have to be included in the by laws or not)

Yes, I’ve heard of that as a way to get around a bylaw amendment.

Then I would assume then that a rule created by a Board wouldn't be lawful?

You're right, it does disadvantage a candidate, but it is legal. If candidate nomination forms are to be filled out and the candidate doesn't return theirs, they are also at a disadvantage and it would be sent out with the ballots.

The election rules were written with an attorney at the davis-stirling.com site, so I think it is on pretty good footing. Just saying!

You're absolutely right, asking a person to read their governing docs, act in a responsible way shouldn't be considered fair and reasonable.

In California, unlike most other states, we are required to have Election Rules for all association. Most don't. But, we are required to follow California Civil Code, not the governing docs in their creation. One of the provisions that need to be followed is stated as:

(3) Specify the qualifications for candidates for the board and any other elected position, and procedures for the nomination of candidates, consistent with the governing documents. A nomination or election procedure shall not be deemed reasonable if it disallows any member from nominating himself or herself for election to the board.

Doesn't say that it had to be in the governing docs.

These rules are to be sent to all owners for a 28 day (used to be 30 day) review prior to the Board taking action. If the members don't like the rules, they do have recourse to overturn.

Many Bylaws have provisions for nominating committees where the Board oversees its operation. I am sure that rally fair and that there isn't any bias on the Board part, haha.

I have these rules in 10 associations and never had a problem with a candidate signing the pledge, actually they like it. Those that might have an issue probably just don't run.

Wow, this has been an eye opening discussion. I hadn't realized that signing a Code of Ethics can make a director liable for a breach of fiduciary duty. A quote from the LA Times article:

"Directors who exercise reasonable judgment are protected by the business judgment rule from liability for claims of breach of fiduciary duty. When a director signs a pre-written document stating what he or she can and cannot do while performing duties as a fiduciary, the business judgment rule is unavailable as a defense."

I'd considered these codes to be well-intentioned but mostly ineffective and misleading, but hadn't realized that they can do actual harm. I stand re-educated.

Augustin,

Your post is a load of crap. You reference a post where I put the pledge on. There is not one "may" or shall" and there is no consequences if you didn't comply. But, the homeowners who voted have a record of what you pledged. If you didn't sign, it didn't stop you from getting elected, just made it harder. People actually want directors that put a little effort into what they are doing.

As I said, I have it in all my associations that didn't already have election rules. I have never had an issue with anyone refusing to sign one. I have had a Code of Conduct placed in front of me after being elected to a Board. I told them to put it where the sun don't shine. Here is such a sample: https://www.davis-stirling.com/HOME/Ethics-Policy.

As far as I am concerned, it's legal and it works just fine and the law was followed. You are the type of person who would fine fault in anything someone does.

WHY? Would it make you happy? I did my due diligence.

Enough said.