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Subject: Code of Conduct
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Author Messages
LouH1
(Michigan)

Posts:177


03/30/2021 6:26 PM  
We recently tried to approve a Code of Conduct for our board. It was passed 3 to 2. One of the 3 voting (for) members refused to sign the attached signing page accompanying the document. She said she voted for it and it passed, that was all that was needed. The 2 voting against bothered me too. Although it passed, so the decision was to have it in effect and the board should be together as "one voice" with this decision and support it, right? But then, why do I feel like it isn't worth the paper it is written on as we crossed out many of the rules so it doesn't have much clout anyway. I am in a quandary as to whether this is something we should have all passed and signed or just tossed it in the trash can Help..... Thanks!
MaxB4
(Maine)

Posts:209


03/30/2021 7:11 PM  
Posted By LouH1 on 03/30/2021 6:26 PM
We recently tried to approve a Code of Conduct for our board. It was passed 3 to 2. One of the 3 voting (for) members refused to sign the attached signing page accompanying the document. She said she voted for it and it passed, that was all that was needed. The 2 voting against bothered me too. Although it passed, so the decision was to have it in effect and the board should be together as "one voice" with this decision and support it, right? But then, why do I feel like it isn't worth the paper it is written on as we crossed out many of the rules so it doesn't have much clout anyway. I am in a quandary as to whether this is something we should have all passed and signed or just tossed it in the trash can Help..... Thanks!



Toss it in the trash!
LouH1
(Michigan)

Posts:177


03/30/2021 7:14 PM  
OK, and why do you say that? It is pretty much worthless, right? How could I do this, just withdraw my vote or say the one who wouldn't sign the attached page is, in effect, voting no. What rationale can I use to do this? It's done at this point....isn't it?
BenA2
(Texas)

Posts:872


03/30/2021 8:03 PM  
First, I think the idea that every board member has to speak in one voice once a decision is made is bunk. My fiduciary duty is to the association, not the board. I will respect and abide by a board decision but if I think it is bad for the association I will not pretend to support it.

Second, unless the covenants require board members to sign a code of conduct, you cannot require compliance. If a board member truly believes that the code conflicts with their duties, they should not sign it. For example, the model code of ethics published by the Community Association Institute has the stipulation that the board "always speak with one voice." I could not sign it because, as mentioned above, I believe it is in conflict with my duty to the homeowners.
NpS
(Pennsylvania)

Posts:4170


03/31/2021 4:05 AM  
IMO, it's not the vote that counts. It's the discussion.

Through this discussion, you may have learned something about each member's opinion that you wouldn't have known if you didn't go through the process of finding out who was comfortable or uncomfortable with the specific items on the code of conduct list.

That could be a big deal all by itself.

Maybe down the road, people will be willing to sign. But not now. Consider the win, not the loss.


Sikubali jukumu. Read all posts at your own risk.
MichaelS56
(Minnesota)

Posts:180


03/31/2021 6:03 AM  
Why is a Board code of conduct needed?
CathyA3
(Ohio)

Posts:1881


03/31/2021 6:15 AM  
My opinion on these codes in general:

* They're well intended but ultimately not effective. People who are in favor of them are likely already behaving properly - a piece of paper won't change that. People who aren't behaving properly - the ones whose behavior you want to correct - will not be stopped by a piece of paper.

* I've seen some lawyers state that signing such a code of conduct may undermine the boards' ability to use the business judgement defense since they have agreed ahead of time to act in certain ways regardless of the details of the issues at hand.

I personally would not vote for or sign a code of conduct, even though I'm a big believer in the importance of professional and ethical conduct for board members and do in fact comply with the codes I would refuse to sign.
CathyA3
(Ohio)

Posts:1881


03/31/2021 6:55 AM  
Posted By BenA2 on 03/30/2021 8:03 PM
First, I think the idea that every board member has to speak in one voice once a decision is made is bunk. My fiduciary duty is to the association, not the board. I will respect and abide by a board decision but if I think it is bad for the association I will not pretend to support it.

...snip ...



This is a perfect illustration of where codes like these can go off the rails.

I believe the "speak with one voice" is meant to avoid situations like one we had where a clueless new board member spread lies around the neighborhood. It created confusion, undermined the board for no purpose, and got people riled up where there was no controversy. This is different from a board decision with which one or more board members had an honest difference of opinion - although even in a case like this I think that the issue involved would have to be important enough to justify trying to overturn the decision (approval of exterior colors that I don't like doesn't meet that standard).

So codes of conduct don't capture any nuance or necessary detail. They also tie a board member's hands for important things but without stopping the bad actors like the liar I just mentioned (if the CC&Rs and state law didn't stop her, there is no way a code of conduct would).
SheliaH
(Indiana)

Posts:3921


03/31/2021 6:56 AM  
It sounds like you voted for the code, but got outvoted. I know you may be disappointed but that's life in a democracy. Get used to it - not everyone will agree with you and just because they don't doesn't necessarily mean you're right and they're not, or vice versa. Time will eventually show who's right and you may find that BOTH sides had a valid point.

Ben, Cathy and NpS all make great points. If your MO is to always act honorably whereever you are regardless of the situation, you don't need a piece of paper to prove this to everyone, although having a code of conduct shouldn't scare you. I have no qualms about voting my conscience and neither should you.

When people talk about the board speaking with one voice, I never thought that meant sounding like a choir, singing the exact same way. It usually means we might have slightly different reasons for our vote, but happened to come to the same conclusion. The people who concern me are the ones who can't or won't come up with an explanation. It's not about agreeing, it's a matter of whether you applied careful thought to the issue and then cast your vote. You can usually tell within five minutes of talking to the person whether that happened

Once the board makes its decision, you shouldn't undermine it but do what you can to ensure the decision works out for everyone. If you're really bugged about it, prepare a brief statement and ask that it be attached to the minutes so people know where you stand. Keep speaking up if you see big trouble ahead.
CathyA3
(Ohio)

Posts:1881


03/31/2021 7:01 AM  
One thing I forgot to mention: it's questionable whether these codes are enforceable unless your state's laws or your bylaws require board members to sign them. If the bylaws and state laws are silent, the codes are window dressing. As NP said, the value is in the discussion.
LouH1
(Michigan)

Posts:177


03/31/2021 9:34 AM  
I totally agree with you. The "one voice" mantra I keep hearing from one Director is enough to cause my stomach to ache. She just wants to have her voice heard above all others and wants noone to speak on their behalf. We are all individuals on the board and are mostly older adults who can think for themselves....very well, actually. She wants to "approve" everything a direct sends to any co-owner, all emails, anything written you might send to the community on behalf of yourself, clearing stating that within the contents, that your words are not representative of the entire board, but your own thoughts and opinions (ofcourse, not belittling any Director, just stating facts, thought, ideas etc) I have been told by a couple members of the board that I cannot do that as we all speak with one voice. Obviously, I ignore it. thanks again.
LouH1
(Michigan)

Posts:177


03/31/2021 9:55 AM  
I hear you......thank you so much!
JohnC46
(South Carolina)

Posts:10944


03/31/2021 10:27 AM  
A Code of Conduct is useless. Cheaters cheat.

Quite often a BOD will disagree on something. This is fine, as long once the BOD votes to approve something all BOD Members should fall in line behind and support the BOD even if they disagreed. A BOD does not need to have unanimous support for something. That is why we vote.
NpS
(Pennsylvania)

Posts:4170


03/31/2021 11:27 AM  
Posted By JohnC46 on 03/31/2021 10:27 AM
A Code of Conduct is useless. Cheaters cheat.

Quite often a BOD will disagree on something. This is fine, as long once the BOD votes to approve something all BOD Members should fall in line behind and support the BOD even if they disagreed. A BOD does not need to have unanimous support for something. That is why we vote.




Well said.


Sikubali jukumu. Read all posts at your own risk.
LouH1
(Michigan)

Posts:177


03/31/2021 11:59 AM  
But............if you have at least 2 members on the board who will not adhere to anything the board supports, then the success of following of the Code of Conduct is useless. If like one of your other peers, who does not support Codes of Conduct but adheres to principles of ethical behavior, that is one thing, but if that is not the case, what do you do? Probably you will say, get them voted out and that is a possibility, but in order to do that, Co-owners need to know what this particular has done and this will be deemed potentially unethical behavior to point this out in campaign literature.....right? Maybe, I think.....but if it is all true and can be proven, then why would you adhere to allowing misinformation distributed amongst the neighbors?

You see where my dilemma is...help!
Thanks again.
CathyA3
(Ohio)

Posts:1881


03/31/2021 1:47 PM  
I think the problem is that you want to address the problem of board members' poor behavior by trying to control the behavior itself, rather than addressing it at its source (ie. unqualified or incompetent people serving on the board). In other words, you're trying to treat the symptoms rather than the cause of the illness.

We've had a number of (long!) discussions on this forum about why HOA/COA boards can be so awful. My feeling is that there are no qualifications for serving on the board other than being an owner, and there are no qualifications for being an owner other than having enough money. Owners are not required to prove that they understand what they're getting into, or that they're decent human beings, and that's not going to change. In fact I'm surprised the system works as well as it does.
JohnC46
(South Carolina)

Posts:10944


03/31/2021 1:51 PM  
Posted By CathyA3 on 03/31/2021 1:47 PM
I think the problem is that you want to address the problem of board members' poor behavior by trying to control the behavior itself, rather than addressing it at its source (ie. unqualified or incompetent people serving on the board). In other words, you're trying to treat the symptoms rather than the cause of the illness.

We've had a number of (long!) discussions on this forum about why HOA/COA boards can be so awful. My feeling is that there are no qualifications for serving on the board other than being an owner, and there are no qualifications for being an owner other than having enough money. Owners are not required to prove that they understand what they're getting into, or that they're decent human beings, and that's not going to change. In fact I'm surprised the system works as well as it does.



I agree the qualifications are nil. One way to help get better people on the BOD is get them to be on committee(s) first. Let them get a feel of how to run a place. Let others see how they perform/behave.
NpS
(Pennsylvania)

Posts:4170


03/31/2021 2:08 PM  
As I said previously, it's the conversation that matters.

If you didn't have a Code of Conduct to talk about, many of the points in the Code of Conduct might never get discussed. Instead, you would be putting your attention into debating over how high the grass should be or something similar.

"What are our values?" is always an important discussion that some HOAs never get to. The Code of Conduct document can help start that conversation.


Sikubali jukumu. Read all posts at your own risk.
TimB4
(Virginia)

Posts:17599


04/01/2021 5:45 AM  
OK. So you have a code of Conduct.

What happens if someone violates that code?

You can't remove them from the board if they were elected to it, that right is with the membership.

The board could remove them from an Officer position, but then who on the board would be willing to do the job that person was doing?

As others have indicated, the paper is simply a feel good measure.
If you feel you need a code of conduct, you have the wrong people serving on the board (in my opinion). To me, if you think you need a piece of paper to outline how people should act, then there are already people not acting the way you think they should be. Deal with that issue directly vs. wasting time doing something that wouldn't prevent how they are acting in the first place. All it will do is make some of you feel good that you did something (even if it has zero affect on the issue at hand).

CathyA3
(Ohio)

Posts:1881


04/01/2021 6:05 AM  
I agree with what Tim just posted.

Adding to the issue, for some HOAs the choice boils down to having the wrong folks on the board vs. having no one at all.

I wish I had better answers to this.
ND
(PA)

Posts:591


04/01/2021 7:40 AM  
Posted By LouH1 on 03/31/2021 11:59 AM
But............if you have at least 2 members on the board who will not adhere to anything the board supports, then the success of following of the Code of Conduct is useless. If like one of your other peers, who does not support Codes of Conduct but adheres to principles of ethical behavior, that is one thing, but if that is not the case, what do you do? Probably you will say, get them voted out and that is a possibility, but in order to do that, Co-owners need to know what this particular has done and this will be deemed potentially unethical behavior to point this out in campaign literature.....right? Maybe, I think.....but if it is all true and can be proven, then why would you adhere to allowing misinformation distributed amongst the neighbors?

You see where my dilemma is...help!
Thanks again.



It seems to me that whatever is contained in your "code of conduct" may the actual issue, and not the mere presence of a code of conduct.

If your "code" is written in such a way that you feel you are being forced to conceal (with the rest of the Board), another Board Member's proven, unethical behavior . . . then I'd suggest your "code" is terribly written and is not so much a code by which Board Members are expected to conduct themselves, but a rule-book of sorts that hamstrings what should be ethical and proper behavior.

Personally, I have no issue with a code of conduct as long as it is written well. Yeah it's mostly a feel-good document, but who cares?!? It causes no harm and is an outward sign to homeowners/residents that the Board Members/Officers have come to agreement to operate ethically, properly, with best intentions, and in the best interest of the HOA in regard to their activities/decisions. If individual Board Members have issue with it, I'd suggest that there is an issue with the way the document is written, or there is an issue with those Board Members . . . each situation necessitating actions to be taken to correct the issue.

While all Board Members essentially agree to comply with the HOA's official governing documents upon becoming a Board Member, I would suggest that many Board Members still do not fully read and understand their docs in such a way that they conduct themselves properly in all instances. I see a "code of conduct" as a consolidated yet simplified and intentionally-vague listing of Board-agreed-upon criteria that helps to govern their actions and decision-making. It shouldn't be something so specific and constraining as to try force something in a direction that wouldn't be totally agreeable by prudent individuals. Again, I personally don't think that there should be anything in a code of conduct that Board Members would have disagreement on. If they do, then review that specific topic and see if it can be reworked to achieve agreement or removed if not reworkable. Or if agreement cannot be achieved, then you have problem Board Members that you need to work to have removed since their inability to come to agreement on such a basic, non-controversial document is likely indication of greater issues, improper behavior, or inability to work with other Board Members.

If nothing else, the code of conduct gives a simple document that can be referenced by homeowners, residents, and other Board Members when a certain Board Member/Officer/Committee Member may begin acting improperly or not in accordance with that agreed-to code.

Finally, the act of formally signing the code is unnecessary in my opinion. Implementing the code and having the first statement being something to the effect that "All current/future Board Members, Board Candidates, Committee Members/Candidates, and any others in an Official HOA-governing/managing capacity have reviewed, understand, and agree to comply to the fullest extent with this code of conduct . . ." If current Board Members disagree . . . who cares . . . they were outvoted. Implementation of the Board-approved code then begins the process of calling into question their behavior and their immediate or future departure from the Board.
LouH1
(Michigan)

Posts:177


04/01/2021 11:22 AM  
thank you for your contribution to this conversation. It has been helpful.
AnnaJ1
(Maryland)

Posts:55


04/02/2021 11:50 AM  
I think a Code of Conduct is a good idea. Many times, they are sorely needed. Yeah, they dont have much power, but it's better than nothing.
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