Making America Ethical (and Civil) Again

I
often note that community associations are effectively microcosms of our larger
culture, facing the same challenges and trends. One example of this is the
increase in (real or perceived) lack of civility and ethics in communications
with and between boards and their members. This past week, the Community
Association Institute (CAI), an international membership organization that
provides information, education and resources related to community
associations, published a newly adopted Civility Pledge as a resource for
communities to foster civil discourse. The Civility Pledge, linked here, is an excellent
resource for boards wishing to support a more respectful dialogue.

The
Pledge is not legally binding, and I do not anticipate violators being sued for
breach of contract. However, the Civility Pledge – in its current or some
customized form – can serve as an important public statement about how
communications will be handled in a given community.

Along
the same lines, I personally am a fan of Ethics Resolutions for communities.
Boards of Directors of nonprofit corporations, planned communities and
condominiums owe certain ethical duties to each other and their members. They
owe obligations to keep confidential information confidential; to pursue the
interests of the group over the individual; to avoid and disclose conflicts of
interest; to act by and with the direction of the group; and to act as a
trustee of the association in the furtherance of their actions. Some of these
obligations may be common sense, but others – particularly related to conflicts
of interest – may be more nuanced. With the majority of board members assuming
their roles with little to no training or awareness of applicable laws, it is
not surprising that Boards may find themselves struggling with ethical issues
after the fact. If a board has reviewed and executed an Ethics Resolution,
however, they will at least have been exposed to an outline of their duties and
expectations for their behavior.

Boards
frequently like the idea of an Ethics Resolution, but tell me that one or more
members want to revise the Resolution, or balk at execution altogether. And,
what do you do if someone violates the Resolution at a later date? I see both
of these scenarios as opportunities more than hurdles. Any discussion about
ethics and expectations of service is valuable. The very process of going
through the review and possibly tweaking the language will make all board
members better educated about their obligations. If someone refuses to sign,
this may be an opportunity for further investigation or consideration of
whether that person is a good fit for the board. If a board member proceeds to
violate the Resolution in some way (for example, engages in self-dealing), and
the board has to seek their removal, having a signed Resolution can be a
powerful piece of evidence to use in the removal process. As with the Civility
Pledge, I think it is unlikely that a later violation will provide grounds for
legal action through the courts. Still, it should provide a helpful scale with
which to measure the violating board member’s behavior.

If you wish to discuss
adoption of a Civility Pledge or Ethics Resolution in your community, please
contact any of Black, Slaughter & Black, P.A.’s community association
attorneys in our Charlotte, Greensboro, Triangle or Coastal offices.

Author: Harmony Taylor
Articles have been Reprinted with permission from Black, Slaughter, Black.

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