THE CODE OF ETHICS. VOTED ON BY OUR BOARD.

Started by FrancescaM • 12 replies • 1720 views

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FrancescaM (Washington)
Posts: 264

Posted:

THE HISTORY.. Last year's HOA board had many many challenges. The biggest? The board on a whole just did not get along! It was constantly nit pick, fight, argue during meetings, open and executive. One board member spoke of confidential executive session items freely to other homeowners. It was a nightmare. I also was the often questioned about "why did you vote this way or that way and openly scruitinized. It was a stressful job considering it's all voluntary.

This years board has a few reruns on board and a newbie so it's a"better" mix on a whole. Coincidently the bad eggs did not get re-elected. I am a believer homeowner's can see through the BS at meetings for the most part. But a month or so ago we had a rerun from last years board start going down that trail that NOBODY wanted to go down again and the majority voted to have what was a basic Code of Ethics to be adopted and awknowleged by the current board, but also have it as part of the new boards "promise to serve", sign it and have be part of the HOA's minutes.

The Code is short, covers basic things, like keeping confidential stuff confidential, respecting the board majority vote, not to serve on the board for personal benefit or to benfits "freinds" etc.

This code was voted on by board majority last month. This month it was in our packets and in open session it was read to the homeowner's. 1 board member tossed his on the table in front of everyone and said "I am not going to sign that!" of course this is now in the minutes, and from a board members point of veiw I can't understand why? This Board member wasn't present at the last meeting, but had the minutes and knew this was going to be in open session. He made a big schpeel about how he has been in this building ofr >20 years and served on the board for about 10. Nobody questioned his ethics yet and he would REFUSE to sign.

I don't think this looked good to the homeonwer's present, nor the board. Does anyone have any opinion on if the code of ethics approach has worked on other boards or do you have somthing as part of agreement to serve?

RobertR1 (South Carolina)
Posts: 5,164

Posted:

Francesca,
This code of ethics you speak of is probably contain in the State statute or Non profit law of your state, or documents. Don't try to legislate morality.

I was struck by your comment that a board member put the paper down and said, "I am not going to sign that." You go on to report, "Of course, that became part of the minutes." No wonder you all have problems if that is how you conduct business. The Board member has a right, as does any member to remark in a conversational manner to anything going on at the meeting. The minutes need not report what is spoken word by word, unless it is in the form of a motion. What he said comes under discussion and discussion, like it or not, is in the mind of the one recording the notes. Board minutess are records of what was done and not necessarily what was said. I see nothing wrong with airing individual concerns at a Board meeting, AS LONG as the President remains in control of the meeting. I would look to get "your house in order", first. That would include some prelim committee work before the meeting to iron out all the rough spots. Is there room for dissention at a Board Meeting? Of course, but control the Board, if you hope to control the members. Surely the President is not so out of touch that he could/did not insure this issue would sail through. If he could not anticipate that, it should have never made the Packet or the floor, except for discussion if necessary. I know you said this was approved prior by a majority, the vote should have been nearly unanimous to be considered.

MaryA1 (Arizona)
Posts: 7,043

Posted:

Francesca,

Listen to Robert, what he says makes a lot of sense! My thought is why was this included in the board packet for this month's meeting if it was adopted at last months meeting? It was a done deal and no further discussion was even needed! However, as Roberts says, discussion does not belong in the minutes of the meeting. Frankly, a code of conduct is, IMO, only a feel good tool. Are board members going to be punished if they don't follow the code? They can't be kicked off the board, only the members can do that. I don't think you can hog-tie anyone into signing such a document. You can't make signing it a requirement to holding a position on the board, unless it's already in the bylaws (which I doubt). I can't comment on this board adopted code because I haven't read it but perhaps this board member had a valid reason for objecting to signing it. What makes sense to you may not make sense to someone else. Frankly, I have a lot of respect for someone who is not afraid to voice their objection to something instead of just meeking following lock-step with everyone else.

SusanW1 (Michigan)
Posts: 5,202

Posted:

New Board members should have gotten a packet of info at the beginning of their "term" - which could have had a letter from the president welcoming them and then "reviewing" with them some of the things you mentioned - about confidentiality, conflict of interest, etc.

There was no need to have a big production of signing a code of ethics.

Your meetings don't sound like they are being conducted in a businesslike way. How can you get them back on track IS THE CHALLENGE, here. Egos need to be checked at the door. Perhaps a consultant should come in an explain "board dynamics" and how to lead/conduct/participate in a meeting.

And certainly, Robert was right - conversations, feelings, opinions, etc DO NOT belong in the minutes.

RobertR1 (South Carolina)
Posts: 5,164

Posted:

Francesca,
Don't take my comment about "getting your house" in order as a harsh statement. We have been trying to do that for years and years and we still got a ways to go. It has to do with knowledge of your documents and smarts of your Board members. It has to do with changing times and changing membership. All these much better managed if your "House is in order". Only chance you got to makes things better, and those that tell you different have agendas other than the health of the association in mind.

FrancescaM (Washington)
Posts: 264

Posted:

Quote:

Posted By RobertR1 on 09/19/2008 5:57 AM
Francesca,
Don't take my comment about "getting your house" in order as a harsh statement. We have been trying to do that for years and years and we still got a ways to go. It has to do with knowledge of your documents and smarts of your Board members. It has to do with changing times and changing membership. All these much better managed if your "House is in order". Only chance you got to makes things better, and those that tell you different have agendas other than the health of the association in mind.

No problem. I understand! I just wish to say that A BOARD PACKET.. in our lingo is the following to items to prep for the up and coming meeting, including financial, letter from homeowners, bids, business both exec and open. The code of ethics actually was in the works with the last board, but due to follow through over a 6 mo period and the fact that it wishing to be an agenda item it went on to be voted upon.

I personally know this is not a legal document, but rather a statement that we as a board felt should be followed through. One member says, when you sign this its a gentle reminder of what your responisbilities truly are.

As for our docs being our governing items we all know that now, but it's taken alot of education some not so willingly from our board memebers to understand we have to follow the laws that govern us.

FrancescaM (Washington)
Posts: 264

Posted:

Quote:

Posted By RobertR1 on 09/19/2008 3:05 AM
Francesca,
This code of ethics you speak of is probably contain in the State statute or Non profit law of your state, or documents. Don't try to legislate morality.

I was struck by your comment that a board member put the paper down and said, "I am not going to sign that." You go on to report, "Of course, that became part of the minutes." No wonder you all have problems if that is how you conduct business. The Board member has a right, as does any member to remark in a conversational manner to anything going on at the meeting. The minutes need not report what is spoken word by word, unless it is in the form of a motion. What he said comes under discussion and discussion, like it or not, is in the mind of the one recording the notes. Board minutess are records of what was done and not necessarily what was said. I see nothing wrong with airing individual concerns at a Board meeting, AS LONG as the President remains in control of the meeting. I would look to get "your house in order", first. That would include some prelim committee work before the meeting to iron out all the rough spots. Is there room for dissention at a Board Meeting? Of course, but control the Board, if you hope to control the members. Surely the President is not so out of touch that he could/did not insure this issue would sail through. If he could not anticipate that, it should have never made the Packet or the floor, except for discussion if necessary. I know you said this was approved prior by a majority, the vote should have been nearly unanimous to be considered.

It was voted unnaimously by the board that was present at last mos meeting. The man who was dramatic was NOT aat that meeting, had this docuemernt a week before and waited until the meeting for his production.

KirkW1 (Texas)
Posts: 1,665

Posted:

Two things:

never

I do not believe your Board has the jurisdiction to require any member to sign, acknowledge, or otherwise assent to a code of conduct. Even if all present at the meeting vote unanimously, you don't have any position to require the one not present to sign off. Requirements for BOD belong in the by-laws.

SusanW1 (Michigan)
Posts: 5,202

Posted:

Perhaps the bylaws need to be updated in the section about "removing a board member." Most worry about board members missing 3 or more meetings; now it's unethical behavior of the board members. That's sad.

If "ethics" is becoming more and more of an issue for board members, then a board member who violates basic ethics of the board should be removed by means of a power given to either the board or the Membership.

The PROVING of it, however, might require a hearing, etc. etc. - it could get sticky

KirkW1 (Texas)
Posts: 1,665

Posted:

But Susan, nothing was said to indicate a breach of ethics has occurred. There was a lot of fighting on the board. New members were elected and one of the people who had been on the previous year (with the fighting) comes in an finds what he believes in an attack on his ethics. I will say that I don't think that was the intent. It would appear the intent was a good one aimed at trying to avoid the problems of the past. But the person wasn't at the previous meeting and likely saw this as an attack on his character.

Many times people just don't think things through. At our last owners meeting someone wanted to know if we would be willing to undergo a background check. The thing is that there was no method of having the checks done before election. And guess what? No background investigation has been done.

Note that I am not against such. And would support it if the whole process was thought out. I also believe that it is very doable today if the thing is thought out. For instance, we could simply agree to allow someone with a laptop and data connection to run the names through a public record search. We have members who already have all the items needed including the account to do the check quickly at the meeting before the vote. But such must be planned for.

SusanW1 (Michigan)
Posts: 5,202

Posted:

People sign things every day that they don't intend to honor.

A Code of Ethics that must be signed isn't worth anything.

If ethics are a problem, then there need to be a faster way to get rid of the "unethical" people in charge.

A criminal background check may be warranted - but only if in the bylaws.

MicheleD (Kentucky)
Posts: 4,491

Posted:

Quote:

Posted By SusanW1 on 09/21/2008 4:42 PM
People sign things every day that they don't intend to honor.

A Code of Ethics that must be signed isn't worth anything.

Excellent post, Susan.

Consider this, a person with little or no ethics would have NO problem signing a non-enforceable Code of Ethics anyway.

Someone with little or no ethics wouldn't think twice about agreeing to something that's more important to someone ELSE than it is to her or him.

Plus, by signing, she would probably be chuckling to herself, "Well, that keeps the eyes off me for a while. They'll figure as long as I signed, I'm 'ethical." Right?

I mean, seriously, I know of two men who took OATHS to uphold our constitution. And have spent the last 8 years dismantling entire pieces and sections of it.

Oaths and commitments by unethical people are meaningless.

Requiring people to sign a Code of Ethics does only one thing, it gives the people who want it to be signed a false sense of security.

Especially if there is no way to enforce or punish when the Code of Ethics is violated.

Just sayin' . . .

MaryA1 (Arizona)
Posts: 7,043

Posted:

Susan & Michelle,

Very interesting dialogue. You've both just reinforced what I said way back in the beginning of this thread:

"Frankly, a code of conduct is, IMO, only a feel good tool. Are board members going to be punished if they don't follow the code? They can't be kicked off the board, only the members can do that. I don't think you can hog-tie anyone into signing such a document."

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