Code of Ethics

Code of Ethics

OTAY RANCH FIVE COMMUNITY ASSOCIATION

CODE OF ETHICS AND RULES OF CONDUCT

FOR

VOLUNTEER BOARD MEMBERS

WHEREAS, the Board of Directors of Otay Ranch Five Community Association (hereinafter “Association”) has the power and responsibility to make decisions for the entire community; and

WHEREAS, the Board of Directors is responsible for appointing officers and committee members and other volunteer leaders who assist in conducting the business of the Association; and

WHEREAS, the volunteer leaders of the Association are responsible for exhibiting a standard and tone of behavior that is in the best interests of the entire community; and

WHEREAS, this Code is intended to set standards of ethical conduct in the performance of the duties and business of the Association, and to ensure a culture of honesty, accountability, confidence in, and respect for, the Association’s leadership;

NOW, THEREFORE, BE IT RESOLVED that the following principles arid guidelines constitute the Code of Conduct which shall be applicable to each Board member, officer, committee member and other volunteer leader (individually or collectively referred to as “Volunteer Leaders”) serving the community:

  1. Volunteer Leaders will use their best efforts at all times to make decisions that represent the interests of everyone served by this Association, that are consistent with high principles, and that protect and enhance the welfare and property value of the Association’s owners and residents.
  2. Each Volunteer Leader agrees to focus his or her efforts on the mission of the Association and to do nothing that would violate the trust of the Association’s members. Volunteer Leaders agree to approach all Association issues with an open mind, prepared to make decisions which are in the best interests of the entire Association.
  3. Volunteer Leaders will not divulge information received in confidence during executive sessions or confidential or privileged information received by a Director in the course of the Director’s exercise of his or her right to inspect and copy books, records, and documents of the Association to persons other than other Board members, the Association’s professional advisers, and others whose work is essential to the work of the Board as a whole,
  4. Volunteer Leaders will protect the confidentiality of the personal lives of other Volunteer Leaders, owners, residents, and employees.
  5. No Volunteer Leader shall engage in any writing, publishing, or speech making that defames or disparages any other Volunteer Leader, owner, or resident of our community.
  6. Volunteer Leaders shall not harass, threaten, or attempt through any means to control, intimidate, extort, or instill fear in another Volunteer Leader.
  7. Volunteer Leaders shall exercise their authority only when acting in a meeting of the Board, except to the extent specific authority has been delegated by the Board.
  8. The Directors must operate, make decisions, and act collectively as a Board. No single director has any power or authority to act individually or independently of the Board unless: (i) the Board of Directors specifically grants, by a majority vote, an individual Director such authority; or (ii) the Association’s governing documents provide for such individual authority.
  9. Language at Board meetings and membership meetings shall be considerate and professional by both Volunteer Leaders and others present. Personal attacks against other Volunteer Leaders, owners, residents, and/or employees are not consistent with the best interests of the Association and are prohibited.
  10. No Volunteer Leader shall use his/her position for private gain or personal advantage or for the advantage of the Volunteer Leader’s friends.
  11. No Volunteer Leader shall knowingly misrepresent any fact to anyone for the purpose of advancing a personal cause or influencing the owners or residents to place pressure on the Board to advance that Volunteer Leader’s personal cause or agenda.
  12. No Volunteer Leader may use his/her position to enhance his/her financial status through the use of certain contractors or suppliers. Any direct or indirect financial interest in a contractor or supplier or other potential conflict of interest must be disclosed to the Board of Directors, and must be approved by the disinterested Directors or by the Association’s members (as appropriate) before any such contract can be approved.
  13. No Volunteer Leader shall solicit or accept, directly or indirectly, any gifts, gratuity, favor, entertainment, loan, or any other thing worth $50.00 or more from any resident, contractor, supplier, or person who is seeking to obtain contractual or other business or financial relations with the Association during any fiscal year.
  14. Volunteer Leaders shall not promise anything to any contractor, subcontractor or supplier during negotiations unless approved by the Board as a whole. No Volunteer Leader will seek to have a contract implemented that has not been duly approved by the Board.
  15. It is understood that differences of opinion will occur. Such differences of opinion should be expressed in a clear and business-like fashion. Directors are encouraged to accept the decision of the majority of the board and the undersigned acknowledges the finality of a Board vote on particular issues. Once an issue has been decided by a vote of the Board, the undersigned further acknowledges that he/she will not reintroduce the issue unless there is an intervening and substantial change in the underlying facts.
  16. At the request of any director, a Board member’s vote will be recorded in the minutes of both executive and regular session minutes. Minutes need not contain a detailed record of debate. If any Board member feels his or her vote or abstention requires explanation not included in the minutes, such Board member may place the explanation in a letter to the Association, requesting the same to be made a part of the minutes.

17.      Each new Volunteer Leader will be given a copy of this Code of Ethics and will be asked to sign a statement to the effect that he or she has been given a copy, has read it, and agrees to abide by it. Further, if the Board or the Association adopts a formal procedure for discipline of board members or committee members who violate this Code of Ethics, the undersigned agrees to abide by such procedures.

Violations of the Code of Ethics will be brought to the attention of the Board of Directors, which will then determine what action is appropriate. Such action may include removal of a committee member, removal from office of an officer, convening a recall procedure for a director, seeking injunctive relief or other relief in court or other actions or discipline appropriate for the type of violation.