Best Way to Petition BOD to follow a Code of Ethics

We have an upcoming POA/HOA meeting coming up in January. I am in the process of gathering support of 20%
of owners to request that the BOD adopt a 'Code of Ethics' to follow. Would require annual recertification
of all Board Members.

Is there a special format I need to follow and do I actually need the actual signatures of the owners? Many
are out of state and will not be attending the meeting.

Was wondering if the best approach would be to bring it up as a topic under 'new business' and make a motion
to have the members vote at the meeting (I will be offering to be the designated proxy for those not attending)

If a petition is the way to go, does anyone have a template I can use?

Any advice would be appreciated.

Thank you

HOA/POA is in the State of Florida

I agree with Melissia

Janet,

Your petition for a code of ethics would be a request and not something for a vote.

If you want to force a code of ethics, you would need to petition for a special meeting of the membership for the purpose of adopting a code of ethics to the bylaws. You would have to have a code of ethics ready to go for this meeting. Regarding a template, see petition page from davis stirling site. Note, all verbiage is based on CA statutes. Therefore, you would need to modify with applicable statures from FL.

All of that said, I agree with others that such a code may be nice to have, but if they don't follow it, then what? Per your governing docs, the only way to remove a director is by a recall vote or resignation (exception if said director was appointed by the board, the board may remove them - similar to a recall vote but at the board level). Therefore, what might force a director to comply?

Ethics, to be, is a character trait. Some people have ethics, some do not. Those that do, need no written code. Those that do not will likely not change with a written code.

I hope you mean Janet would need to seek an amendment to the Bylaws, pursuant to the Bylaws section on amendments.

Janet, are you aware that Florida Statute 720 has a good deal to say about how to proceed when a director or officer has a conflict of interest?

What issue has arisen that has caused you to want the Bylaws amended to include a code of ethics?

Well said They are useless as cheaters cheat.

I am not necessarily against a code of ethics but I am against requiring someone to agree to it. Unless your governing documents or state law require it, an elected board member may simply refuse to sign it or refuse to follow it. And they may have a good reason for refusing to sign it.

I would not go as far as saying that a code of ethics is a waste of time. The board can pass a resolution stating what they believe the code should be. It's like a company's mission statement, it looks nice on the wall but it doesn't have any real effect.

It didn't work well for the former McDonald's CEO who had to repay his $105M severage package. I think he would disagree with you.

I'm with Ben on this. Our board members sign a Code of Ethics and a Commitment Pledge at the organizational meeting immediately following our annual meeting and election. Anyway, the policy to do this was a simple board resolution some years ago. I do not think it must be in the Bylaws.

For some new directors, I believe it's educational as it, or they, lay out some rules of behavior that may not occur to every director, e.g., support the board's decisions even if you voted against the item. Do not share ANYthing from executive session. Practice both due diligence and loyalty to the assn., do not blindside fellow board. members, and so on.

How they do their jobs is set forth in the by-laws, CC&Rs, and state law. Any other ideas of how they should do their job are nonsense made up rules, which I don't care much for. Lots of people have opinions about HOW things should be done based on whatever their past experiences are, but unless the requirement is set forth in the aforementioned documents, it doesn't have to be followed.

Example: We are required to allow homeowners attend our Board meetings per our CC&Rs. Fine. We are not required to give homeowners an opportunity to speak during the meeting. Thus, as President, I chose not to have an open forum because I think it's a waste of our time and don't want to waste board members time.

Thank you Sheila,

The Code of Ethics is something I found just by doing a google search. I will post it separately. It is not meant to 'mandate' anything but just to serve as a wake-up call that some of them may need to do a 're-set' and is just a reminder.

I spent 31 years working for IBM. Our code was 'Respect for the Individual'. Simple as that.

I will look at that link as soon as I finish responding to comments from my post.

Yes I am aware of Florida Statute 720. It has been a series of events, culminating in them now requiring owners who have their lots (we are an RV resorts with privately deeded lots), to sign a revised 'Rental Agreement' which is, for lack of another 'intimidating'. Here is an excerpt.

c. Non-Disparagement. Owner shall not, at any time during the time and after, make statements or representations, or otherwise communicate, directly or indirect, in writing orally, or otherwise, or take any action which may, directly or indirectly, disparage the Resort, the Board, or any of its officers, directors, employees, advisers or reputation s. Notwithstanding the foregoing, nothing in this
section shall preclude the owner from making truthful statements to the extent,
(A) necessary with respect to any litigation, arbitration or mediation involving this agreement including but not limited to the enforcement of this agreement in the -: forum in which such litigation, arbitration or mediation properly takes place or (B) that are required by applicable law, regulation, or legal process.
The owner understands and agrees that violation of this non-disparagement agreement is grounds for termination of this agreement.
d. If, at the sole discretion, it is determined by a majority of Board Members, that a Rental Program Owner disparages the Resort and/or its Rental Program, the Resorts Board, or any of its Rental Program members and/ or engages in conduct which is demonstrably and materially injurious to the Resort or any of its Affiliates (monetarily or otherwise).
e. If, at their sole discretion, it is determined by a majority of Board Members, that a Rental Program Owner engages in Harassment of Resort Management or Board of '" Directors.
f. If, at their sole discretion, it is determined by a majority of Board Members, that a Rental Program Owner interferes with Resort operations.

All is it meant to do is serve as a reminder. I posted the Code of Ethics I found online in this discussion thread.

Read the code of ethics I posted in this discussion thread and feel free to comment back. Just meant to serve as a reminder. Nothing more.

It sure is but when they are asking owners to sign an agreement with this clause in it, one has to question more than ethics.

c. Non-Disparagement. Owner shall not, at any time during the time and after, make statements or representations, or otherwise communicate, directly or indirect, in writing orally, or otherwise, or take any action which may, directly or indirectly, disparage the Resort, the Board, or any of its officers, directors, employees, advisers or reputation s. Notwithstanding the foregoing, nothing in this
section shall preclude the owner from making truthful statements to the extent,
(A) necessary with respect to any litigation, arbitration or mediation involving this agreement including but not limited to the enforcement of this agreement in the -: forum in which such litigation, arbitration or mediation properly takes place or (B) that are required by applicable law, regulation, or legal process.
The owner understands and agrees that violation of this non-disparagement agreement is grounds for termination of this agreement.
d. If, at the sole discretion, it is determined by a majority of Board Members, that a Rental Program Owner disparages the Resort and/or its Rental Program, the Resorts Board, or any of its Rental Program members and/ or engages in conduct which is demonstrably and materially injurious to the Resort or any of its Affiliates (monetarily or otherwise).
e. If, at their sole discretion, it is determined by a majority of Board Members, that a Rental Program Owner engages in Harassment of Resort Management or Board of '" Directors.
f. If, at their sole discretion, it is determined by a majority of Board Members, that a Rental Program Owner interferes with Resort operations.

Pardon. It is not FS 720 that addresses conflicts of interest in detail. It is FS 617 (the Florida Nonprofit Corporation statute).

The directors who have such lots and voted on this have a conflict of interest as described in FS 617. Certain steps were required to be taken. See Section 617.0832 at http://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&URL=0600-0699/0617/0617.html .

I would put more time into enforcing this statute section. It has far more legal clout than a reminder Code of Ethics.

Thank uou Tim for your suggestion. Anything I write will be ignored. I just recently put together an easy to follow spreadsheet for owners to understand how their properties are evaluated and scored and assigned a rating which equates to what rental fee is charged if their lots are in the rental pool. It is now sitting in limbo. I did manage to post it on a private owner FB group I created several years ago. Which, the BOD has continued trying to shut down. I have put together easy to follow Q&A's about the rental program as well and have event sent them directly to the BOD. I am what I call the DNR list - Do Not Respond.

Henry, you are absolutely correct. However, for lack of a better word, how do you reign in unscrupulous behavior. We have had owners complain about lack of resort policies being reinforced such as people not paying for additional occupants, breaches at the security gate with guests giving out the entry code, and the list goes on. This document basically says 'seen no evil, hear no evil speak no evil' or get booted out of the rental pool.

You could spend a few thousand dollars (maybe less) and get an attorney to opine and then possibly write a demand letter.

I know it's complicated. But this is the way HOA/COA/nonprofit corporation law works much of the time.

FWIW, I would call this a good campaign strategy. Though when calling out a person or people for wrongdoing, I try to remember that one should always be prepared for retaliation from the person or people.

Thank you Lori I never knew of that requirement! I am now circling back to a former board member to see if she ever was required to take a course. Doubtful, but wondering if just 'certifying' they read the bylaws, etc. is the alternative I just saw when looking into it.

This is from an article to a service I subscribe to call HOA Member Services

The Board of Directors of a homeowner’s association (“Association”) is primarily responsible for managing and directing the business and affairs of the Association in a manner that the Board determines, in good faith, to be to the advantage and in the best interests of the members of the Association. Individuals who serve as directors for an Association must maintain a high standard of ethical conduct in the performance of the Association’s business and the discharge of their fiduciary duties to the Association and its members.

Recognizing that the individuals who serve as volunteer directors of a homeowner’s association typically have little or no experience in serving on a corporate board or managing a complex enterprise with on-site employees or a management company, Associations should have a Directors’ Code of Conduct to serve as a valuable reference tool for directors and a reminder of their duties and responsibilities. An Association’s Code of Conduct for directors is designed to provide guidance on ethical issues as well as mechanisms that are available to the Association for addressing unethical conduct by directors and/or conduct that is in violation of specific restrictions or mandates that are imposed by the Code of Conduct or by applicable laws relating to the proper discharge of duties by the directors of nonprofit owners’ associations.

A Code of Conduct for the directors of a homeowner’s association should include:

A statement of board and director responsibilities that covers: (i) a general statement of the duties and standards of care for all members of the Board of Directors; and (ii) a description of the general and specific duties of the directors of the Association.

A statement of the professional conduct that is required of directors such as: (i) prohibitions on self-dealing (i.e. making decisions that materially benefit the director or his/her relatives, or business associates at the expense of the Association; (ii) refraining from the improper disclosure of confidential information; (iii) refraining from knowingly misrepresenting facts; (iv) observing proper decorum and acting with respect and dignity and not making personal attacks on others; and (v) refraining from taking unilateral actions that are not in accordance with decisions that are made by the collective Board of Directors.

A statement concerning conflicts of interest and the need for directors to immediately disclose the existence of any conflict of interest and withdraw from participation in decision in which they have a material interest.

A statement describing the disciplinary action that a director may be subject to for violations of the Code of Conduct such as: (i) censure; (ii) removal from committees; (iii) removal as an officer of the Board; (iv) request for resignation from the Board; (v) declaring vacant the office of the director for his or her failure to meet the qualifications for service as a director; (vi) recall by vote of the membership; and (vii) initiation of legal proceedings to prevent further violations of the Code of Conduct.

A requirement for a pledge by each director to act in accordance with the obligations imposed by the Code of Conduct.

a. The obligation of directors to maintain the confidentiality of sensitive or privileged communications.
b. Standards re interactions with association employees and its management company’s personnel; and
c. Remedies for a director’s violation of the Code of Conduct.

When an Association elects to adopt a Code of Conduct for its directors, it should consider whether the code that is adopted is intended to be merely advisory in nature or whether it is to serve as a binding statement of qualifications, principles, and requirements for service as a director and that all directors are bound in good faith to observe. If the Code is intended to prescribe qualifications for service that could result in removal from office, the Code must be in effect at the commencement of the director’s term of office. Because a Directors’ Code of Conduct would be considered part of the Association’s governing documents, the actual drafting of the Code of Conduct and the procedures followed for the adoption and implementation of the Code of Conduct should be done with the assistance of legal counsel for the Association.

As I stated, it is part of a subscription I pay for called HOA Member Services.

How can anyone here quote one or more of the insights in the article if see don't know who wrote it, or when, or in what publication it appeared. It's common, ordinary, everyday, courtesy to cite one's sources. I've never had anyone ask me to pay them for that basic info.

'Or is the PUBLICATION called HOA Member Services???

So you're saying that only way posters here who'd like to read AND CITE the article can do that is to join the "service?"

Thank you for the link but I already included a code of conduct I found which does not requirement which does not require me to purchase a subscription. See the first post I made.