Conduct Becoming an Officer

By Betsy Barbieux, CAM, CFCAM, CMCA / Published January 2022

One board member reported her board is divided and a few board members are harassing and bullying some elderly residents to get them “on their side,” and now the residents are scared.

     A CAM reports that neighbors are telling her to never be alone in the community because of rumors of harm that will come to her from some angry directors. She has been told to check her tires for nails before she moves her car. She has installed a panic button on her computer, and she has secured a bodyguard for the holiday party.

     In one community the division among board members is so great, they have hired a consultant to chair the meetings and hopefully bring about some decency and order.

     This conduct is not becoming of an officer or director. While directors are not required to be licensed, they are held to a higher standard than those in regular corporations. Our board members are considered fiduciaries and should conduct themselves accordingly. 

     Perhaps it is time for community associations to implement a code of ethics so everyone will know the standard to which they will be held. Granted, a code of ethics is not a legal document, but it sets the expectations of the board members. Check with your attorney to see if he or she has a suggestion. Otherwise, here is a sample.

Code of Ethics for Directors 

General Standards

     Competence. A board member must certify within 90 days of election or appointment as required by Florida Statutes that he or she has read the governing documents of the association and will faithfully discharge his/her fiduciary duties. That certification is to be given to the association secretary or management for keeping with the official records. 

     Due care.  A board member should exercise due care in the performance of her duties. A director shall not knowingly fail to comply with the statutes and the requirements of the documents. A board member should undertake only those responsibilities and assignments that she can reasonably expect to perform in a timely manner with competence. 

     Planning and supervision. The management of a residential community association is conducted by its board of directors. Board members may delegate their tasks but may never delegate their responsibilities. Therefore, each board member should adequately complete or facilitate the completion of his assigned duties. To ensure completion of those operations and maintenance tasks, each board member should plan, analyze resources, organize, delegate, and seek qualified professionals from various industries.  

Integrity and Objectivity:

     A board member should not knowingly make an untrue statement of a material fact or knowingly fail to state a material fact to achieve any measure of personal gain for himself or any affiliated company from which he may benefit. All decisions and representations should be made with the best interests of the association in mind. 

Operating Standards:

     A member should comply with all internal operating processes and procedures promulgated by the board of directors. 

Professional Courtesy:

     All board members should exhibit professional courtesy to all community association management professionals and residents. Such professional courtesy shall include not interfering with the contractual relationships between community management professionals and contractors, vendors, suppliers, and employees. While free speech is protected by the constitution and the association, there is a “no tolerance” position regarding bullying, harassment, and intimidation by board members.

Conflicts of Interest:

     No board member or employee of a board member may use his position to enhance his own financial status through recommendation of vendors, suppliers, or contractors that may pay a gratuity (kickback) to the member or employee. Any engagement of a company or individual related to any member of the board of directors in any way must be disclosed in writing to the association. Any situation that may appear as a conflict of interest must be disclosed in writing to the board of directors at the earliest opportunity. Any dealings with related parties must be fully disclosed to the association and noted in the minutes with appropriate abstentions and voting relating to the perceived conflict of interest. 

Gratuities:

     It is recognized that many clients, vendors, and suppliers consider reasonable gifts and entertainment as an accepted business practice without any intent to unduly influence the judgment of the board of directors. Nevertheless, the Florida Statutes prohibits board members and managers from receiving anything of value or service from a vendor or proposed vendor. Board members acknowledge they have read §617.0830, Florida Statutes, and either §718.111(1)(a) and (d) for condominiums, §719.104(8)(a) for cooperatives, or §720.303(1) and 720.3033(3) for homeowners associations and will act accordingly.

Use of Association Funds:

     No board member may use any funds, equipment, or property held for association business for personal use (self-dealing). All funds held in bank accounts must be completely segregated and not commingled with any board member’s funds. 

Attendance at Board Meetings:

     Board members are expected to attend all board meetings in person or via electronic videoconferencing. Proxies are not allowed. 

Directors’ Pledge 

     I understand the policy of ABC Community Association, Inc., is that directors, officers, management, and employees will work together in a cooperative spirit for the best interests of all the members of the association. 

     Therefore, I promise to do the following:

• Maintain a positive attitude toward my position as a director and toward my fellow board members.
• Maintain a positive and professional attitude toward our employees to maintain morale and promote efficient employee performance.
• Refrain from harassing, intimidating, or publicly making derogatory comments about fellow board members, association members, guests, employees, or the manager.
• Work with my fellow directors in a cooperative manner.
• Represent the total community and not any special interest group.
• Use my influence to enhance the reputation of the association and maintain the mutual respect that currently exists between the members of the association and the board of directors.

     The community association could then ask incoming board members to read, date, and sign the code of ethics.

     To borrow loosely from the Uniform Code of Military Justice (UCMJ), conduct becoming an officer and a director is to act honestly with high standards of respect to the governing documents and statutes and to deal equitably with all members with harm or malice to no one.

Betsy Barbieux, CAM, CFCAM, CMCA

Florida CAM Schools

     Betsy Barbieux, CAM, CFCAM, CMCA, guides managers, board members, and service providers in handling daily operations of their communities while dealing with different communication styles, difficult personalities, and conflict. Effective communication and efficient management are her goals. Since 1999, Betsy has educated thousands of managers, directors, and service providers. She is your trainer for life! Betsy is the author of Boardmanship, a columnist in the Florida Community Association Journal, and a former member of the Regulatory Council for Community Association Managers. Subscribe to CAM MattersTM at www.youtube.com/c/cammatters. For more information, contact Betsy@FloridaCAMSchools.com, call (352) 326-8365, or visit www.FloridaCAMSchools.com.