Code of Conduct and Ethics for Board Members
We, the Nellie Gail Ranch Owners Association officers and directors will:
Be familiar with our association's governing documents (CC&R's, bylaws and rules).
Avail ourselves of educational opportunities such as those offered by the Community Associations Institute, and will do all we can to be better informed as to operating our association under California law and association best practices.
Strive at all times to exercise good and prudent business judgment on behalf of the Association.
Come to meetings prepared, having reviewed the agenda and all other documents provided to us and to notify the President of the Board and management in advance if my absence from a meeting will be necessary.
Arrive at meetings early, in order to read any last-minute information given to us to consider.
Notify the general manager and members of the Board If I am unable to routinely attend meetings or otherwise fulfill my obligations as a member of the Board of Directors, I will resign my position if and when I am asked to do so for the best interest of the Association.
Keep our meetings to a maximum of two hours length, and aim for a meeting length of 90 minutes.
Be judicious with the use of closed executive session meetings, and will clearly disclose the general content of the session before and share the results and justification of our decisions after.
Refrain from conducting the business of the Association outside of regular Board meetings and in the absence of the Association’s manager. I will not make representations or promises to homeowners regarding issues that have not been properly considered and acted upon by the Board of Directors. Furthermore, I will refrain from making decisions for or directing that action be taken by the Association without the knowledge and consent of the other members of the Board of Directors, except as permitted or required by prior Board resolution or by virtue of my Office on the Board.
Not interfere with the duties of any staff member of the Association. All Board members will exhibit professional courtesy to all Association staff. I will not harass, threaten, verbally abuse or attempt through any means to control or install fear in a member of the staff. I will also refrain from making unauthorized promises to staff or residents.
Refrain from developing social or personal relationships with staff, contractors and vendors who derive their income from decisions made directly or indirectly by the Board. If I have a personal relationship with any of them, I will refrain from participating in discussions and votes that affect their contract or employment.
Not individually impede or obstruct the system of management established by the Board and Community Manager. A member will comply with all operating standards (internal operating procedures) that are in force or may from time to time be promulgated by the Board of Directors and General Manager
Hold confident, and promise to keep privileged information discussed in Executive Session meetings of the Board of Directors required to protect the Association’s interests while sharing the results necessary to keep residents informed on the issues that affect them.
Not individually impede or obstruct a contractor implementing a contract in progress. All communications with contractors will go through the Community Manager. Professional courtesy will include and should not interfere with, among other things, contractual relationships between Association management professionals, staff and contractors.
Not use any funds being held for Association business for personal use.
Call our legal counsel to resolve problems only as a last resort. We will only send lawyer letters to our members when our own letters have not resolved the issue.
Conduct my campaign for election to the Board according to all the rules, laws and policies of the State and NGROA. I will actively participate in the campaign and make myself available to residents through various means including candidate forums, e-mail and other written sources so they may get the information required to make a thoughtful and informed decision
TREATMENT OF NEIGHBORS
Remember at all times that we serve the neighbors in our community who entrusted us with the power to vote on this board and that board service is a privilege, not a right.
Remember that ours is a nonprofit corporation, which is different from a business corporate director or officer. We cannot fire our neighbors or tell them to move away. Our corporation is also a community.
Be mindful of the fact that many members may be unfamiliar with the governing documents, much less state law, and therefore may need some patience and even education from the board at times.
I will respect and protect the privacy interests of individual residents of the Association who may be asked to appear before the Board for a disciplinary hearing, and will not discuss such situations with other residents of the Association
Do all we can to beef up communication to the residents, in the form of more frequent written messages to all residents, in the form of newsletters, Web page updates, blogs or bulletins.
Be open with information and documents requested by members. We will ask "why not?" give someone information, instead of starting with "why do we have to give it to them?"
Look for opportunities to establish committees, to offer opportunities for members to become involved.
Assume that there is almost always more than one way or viewpoint on any issue.
We will not let our own feelings and opinions blind us to the values of what others say
Assume that the needs and desires of every person cannot be fully met without it being detrimental at times to others.
In the decisions we make we will seek to balance the interests and needs of each property owner in terms of well being for the whole community and not just the need of one segment, or interest group.
Assume that we have special responsibilities rather than special privileges as elected board members and not use our position on the Board to harm, or deny access to any resident to the programs, facilities, rights and privileges of NGROA.
We will show respect, kindness, understanding and integrity to all.
We will be honest, truthful and upfront in our communications with everyone.
We will attempt to model what property owners of the community need to be in order to make NGROA the best place possible
Will not willingly misrepresent facts to Association members for the sole purpose of advancing a personal cause or to place pressure on the Board to advance a Director’s, or Officer’s, personal cause
Will use his/her position to make threats of actions against Property Owners in regards to Association Rules and Regulations. All such matters are to be handled in the normal manner through the Association Staff or appropriate Committee
Follow the Golden Rule when dealing with residents and customers of our facilities.
TREATMENT OF OTHER BOARD MEMBERS
Treat my fellow Board members and the Association’s manager as my partners in the conduct of the Association’s business affairs. I will speak candidly to, and work in cooperation with, my fellow Board members and the General Manager.
Assume the value and worth of each Board member. In the board meetings we will listen and weigh carefully what each Board member says.
Show respect to each member in the way in which we present our own viewpoints and in the way we respond to the viewpoints of others.
Attempt to speak clearly and succinctly rather than often and long.
Accept and support the majority decisions of the Board even when we personally disagree.
Assume that there will be times when we fail to keep this code of conduct. We ask the other Board Members to counsel us at any time they or property owners see that we are failing to keep this code. If we fail to correct problems in our conduct, or in the development of our property in a timely way, or we fall behind in the payment of our dues, or violate any approved POA documents (Covenants, By-Laws, Rule, Regulations, etc…), we understand that we will be notified publicly in writing by a vote of 4 members until such matters are satisfactorily cleared up. The proper enforcement of this Code of Ethics will be at election time except as provided by our governing documents including the Bylaws and CC&Rs.
Follow the Golden Rule when dealing with board members, staff and vendors.
CONFLICTS OF INTEREST
I will excuse myself from voting on any issue where I have a personal financial interest.
I will place the welfare of the Association and its membership as a whole above my own interests, and will not seek to obtain any direct personal gain or benefit, in my profession, business or employment or otherwise, from my position on the Board of Directors or use it to deny it from others.
Board members with a potential conflict shall:
-- Disclose all potential conflicts;
-- Abstain from any vote on the matter; and
-- Avoid even the APPEARANCE of undue influence or impropriety by avoiding discussions of subjects where a conflict might arise.
Where there may be a conflict, the Board shall:
-- Determine if a transaction is fair to the Association;
-- Document the steps taken to avoid conflict of interest so that if a suit is filed, proof will be available; and
-- If you sense that someone else is involved in a potential conflict of interest, raise the issue and have the Board’s written minutes reflect your concern without requiring an action item.
Every Board member of every profit and nonprofit corporation owes the following duties to the corporation:
Duty of Loyalty. This requires a director to have an undivided allegiance to the organization’s mission when using either the power of the position or information possessed concerning the organization or its property, prohibiting a director from using the position for information so as to secure financial benefit for himself or another person or organization or using it to deny access, privileges, rights or access by other residents or businesses, companies, or others seeking to do business with the Association
Duty of Care. Director shall perform his/her duties as a director, including his/her duties as a member of any committee of the board upon which he/she may serve, in good faith, in a manner he/she reasonably believes to be in the best interest of the corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances.
Duty of Obedience. A director must carry out the purposes of the Association, as expressed in the Association’s governing documents including the Articles of Incorporation, CC&Rs and Bylaws. Directors may not deviate in any substantial way from this duty, though there is always flexibility as to how those purposes are best fulfilled. Included in this duty is the requirement of complying with the law and the documents and the spirit of those documents and laws.
Examples of conflict:
A conflict of interest may arise if directors selectively enforce the
Association’s covenants, rules, policies and regulations. If a director (or a friend of a director) violates the pet rules, fails to pay an assessment, or is in non-compliance with ARC requirements they must be treated the same as anyone else.
A potential for conflict may arise if a director stands to generate revenue
from or through the Association, such as providing services to the Association directly or by receiving a monopoly or oligopoly for their business in service to residents.
Board members must avoid self-dealing:
Example of self-dealing: if a director, or someone with whom a director
has a close personal relationship, has an interest in a business, such as maintenance or construction company, it is prohibited from contracting with the Association unless the proper disclosures are made and the appropriate steps taken.
Disclosure and fairness usually protect a director from potential liability for breach of loyalty in transactions with the Association. If a director (or their friends) profit from the Association without disclosure, or in a manner unfair to the Association, the director may be liable to the Association for all profits received from the breach of loyalty and all damages caused by the breach of loyalty. Some courts have also held the director liable for punitive damages for breach of fiduciary duty.
The Board must avoid and manage conflicts of interest by:
Ideally, the Board should consist primarily of people who are financially
Adopt policies on how to deal with conflicts, through a formal resolution
adopted by the Board.
Directors and officers who have possible conflicts should fully disclose those possible conflicts to the Board. In the event a Board member has a conflict of interest, then, in advance of entering into a conflicting interest contract, decision or action, that interested Board member shall declare at an open meeting of the Board, that a conflict of interest exists and shall describe in detail all of the particular facts of the conflict of interest. The interested Board member may deliver to the Board a letter setting forth a detailed summary of the conflict of interest, which letter shall be read out loud by a non-interested Board member at an open meeting of the Board.
Avoid participation in discussion where there is a conflict (even being
present during a discussion might be an improper influence). Don’t influence the other Board members either directly or indirectly.
Avoid learning or disclosing confidential information.
Scrupulously avoid voting if you might have a conflict (even being present during a vote might be improper influence).
Be certain that all activities while on the Board of the Association further
the Association’s interests.
If a Board member might profit personally, by earning fees, then:
engage in competitive bidding to be sure the fees, products, services, etc. are competitive;
have the Board minutes reflect in full detail that a conflict does not exist and that the Board member is authorized to earn a profit by conducting business with the Association. However, the Board member may not take part in discussions related to the awarded contract, but will assume the position of a vendor.
If any Board member feels that his or her activities or roles in other entities
may have a substantial detrimental effect on your Association, or violate any of the duties owed to your association, there are three basic alternatives:
-- Do not participate in those issues; and
-- Abstain from voting.
Board members do have a duty to disclose any and all information obtained
through their involvement in other entities if something is learned while serving on the Board of another organization, there may be a duty to inform and share with the Association even if it violates confidentiality to the other organization.
Code of Conduct and Ethics for Staff
As a staff member, vendor or contractor to Nellie Gail Ranch, I will:
Refrain from offering or accepting cash gifts of any amount. Gifts of a nominal value and personal nature given as a token of friendship or special occasions such as Christmas, a job promotion, or length-of-service award are acceptable. We discourage the acceptance by staff of gifts, entertainment, or other favors from existing or prospective clients, vendors, or suppliers or Board members
Refrain from developing social or personal relationships with Board members or other staff. If I have a personal relationship with any of them, I will disclose this and report any contacts with Board members or staff to the General Manager.
Conduct myself with professionalism and integrity at all times in meeting my obligations for which I am compensated.
Refrain from using NGROA property, materials, working hours, relationships with Board, vendors, contractors or other staff in a manner that personally benefits me, friends, family members or others well known to me who are not residents or customers of Nellie Gail Ranch Owners Association or its business centers.
Not individually impede or obstruct the system of management established by the Board and Community Manager. Staff, vendors and contractors will comply with all operating standards (internal operating procedures) that are in force or may from time to time be promulgated by the Board of Directors and General Manager
Hold confident and promise to keep privileged information discussed in Executive Session meetings of the Board of Directors, required to protect the Association’s interests while sharing the results necessary to keep residents informed on the issues that affect them.
Remember at all times that I serve the residents and Board members in our community who entrusted us with these responsibilities and that service is a privilege, not a right.
Remember that ours is a nonprofit corporation, which is different from a business. The NGROA is a business that is also a community.
Be mindful of the fact that many residents may be unfamiliar with the governing documents, much less state law, and therefore may need some patience and even education from staff, vendors and contractors at times.
I will respect and protect the privacy interests of individual members of the Association who and will not discuss such situations with other members of the Association or others outside NGROA.
Do all we can to beef up communication to the membership, in the form of more frequent written messages to all members, in the form of newsletters, Web page updates or bulletins. And always be patient and timely in responding to their needs and concerns.
Be open with information and documents requested by residents. We will ask "why not?" give someone information, instead of starting with "why do we have to give it to them?" Information will be given in accordance to state law, the policies of NGROA and the direction of the general manager.
Report any suspicion of illegal or unethical behaviour to your immediate supervisor first or the General Manager if you are a vendor, or contractor. If your supervisor or the General Manager is the staff member in question then you may report your concerns to the President of the Board. Anything other than illegal or unethical activity is gossip and is inappropriate communication. It is the job of the General Manager to discover activity that detracts from job performance.