ETHICS
As defined by Oxford Languages, ethics are moral principles that govern a person's behavior or the conducting of an activity.
Myriad courtrooms, board rooms, congressional settings, and online forums what seems like a never-ending string of ethical quandaries. Non-profit common interest communities governed by volunteers are certainly not immune. It's important to remember that requirements established by law (federal, state or local) and/or by an organization's governing documents usually fail to identify strict ethical boundaries and often lack specific consequences for ethical blunders. Furthermore, ethical compliance requires accountability and accountability requires human beings to confront one another about their actions and/or lack of action and execution. A code of ethics is only as good as the people governing your organization. Even clear violations of law must be enforced by someone. Misconduct by volunteer directors is sometimes resolved only by lack of re-election or by a removal vote of the members (owners).
Many volunteer board members seem content to conduct business according to their own flexible ideas of what's right and wrong instead of abiding by statutes, governing documents and ethical codes. That kind of "situational rationalization" often creates serious challenges whereby attempts to to perform due diligence, adhere to statutes, governing documents and ethical standards gets labeled as "difficult," "meddling" and/or "micro-managing" and flagged as its own behavior to avoid (reference article after article). Taking appropriate action is incredibly challenging when an organization fails to acknowledge, confront and correct unethical behavior. Subscribing to ethics as a volunteer Board member requires rigorous honesty. That means telling the truth even when it's easier to do nothing, withhold information, or fabricate a convenient, crowd-pleasing narrative.
Doing what's right is not always popular and doing what's popular is not always right. - Anonymous
Follow your North Star by Steve Spanier discusses several requirements from CA's Davis-Sterling Act, but delivers a fantastic lens with which to consider ethical conduct. Here's an excerpt:
...a board member's North Star is found in the answer to a simple question: "What is best for the community?"
If board members focus on that, their jobs become relatively straightforward. They don't make decisions based on their own personal interests or the interests of their friends or neighbors. They don't make decisions based on what's least likely to create conflict or controversy. They don't make decisions based on what's expedient or easy...
Leading with consistency, empathy, honesty, integrity, reason and transparency (open meetings, access to records, satisfaction surveys, etc.) proactively builds a healthy community. Ethical behavior also supports inclusion, equality and nondiscrimination. Great leaders find ways to actively include all homeowners in their community.
READ
In addition to incorporating a Code of Ethics and Oath of Office into your Bylaws (examples below), Bylaws Words of Wisdom contains several helpful passages reinforcing appropriate behavior. Need help with your association? Read What to Do: When Things Go Askew.
ONLY THE BOARD MAKES DECISIONS
Individual Board Members cannot make decisions for the Board.
Verbal assurances from individual Board Members are not representations of the Board.
Actions of the Board must be reflected in the approved Board Meeting Minutes, or in other direct written communication from the Board.
BOARD LIAISONS
The Board of Directors may, from time to time, appoint Directors to act as liaisons to the Managing Agent, committees, special projects and other endeavors of the Association. Any Director who acts as a liaison for the Board shall be appointed to do so by action of the Board and shall perform his or her duties in an impartial manner to convey the decisions and opinions of the Board. Board Liaisons shall not act unilaterally to exercise powers reserved to the Board except where the exercise of those powers conveys the decisions of the Board, or has been specifically delegated to them by Board resolution.
To the extent required by RCW 64.90.410, and subject to all limitations now or hereafter included as part of that statute, in the performance of their duties, members of the Board of Directors must exercise the degree of care and loyalty to the association required of an officer or director of a corporation organized, are subject to the conflict of interest rules governing directors and officers, and are entitled to the immunities from liability available to officers and directors under chapter RCW 24.06. No Director, whether acting alone or in concert with others, shall act to discharge the powers and authority of the Board in any manner inconsistent with the Association’s governing documents and/or any applicable governmental mandates.
GOOD STANDING
All Association volunteers must be in good standing to be elected or appointed and must maintain good standing to remain in their positions. A Board Member or Committee Member is not eligible for election or appointment and shall be deemed to have resigned from their position immediately if the member:
has been found guilty or plead guilty to a felony
is delinquent in the payment of assessments more than sixty (60) days has not cured the delinquency within thirty (30) days after receiving Notice of the delinquency
has not signed the Code of Conduct within ten (10) days of being elected or appointed
has not sworn the Oath of Office in an open meeting within forty-five (45) days of being elected or appointed
has not certified in writing that they have read the governing documents
has been absent from two (2) consecutive Board or Committee meetings or three (3) such meetings within twelve (12) months
Code of Ethics + Oath of Office
What you need to know about adopting a Code of Ethics and Oath of Office:
It's best to adopt these requirements into your bylaws through an amendment or restatement. Why?
You can adopt one or the other, or both.
Reasonable requirements cannot exist in a vacuum.
Boards often lack reasonable self-accountability and enforcement.
Policies, procedures and resolutions enacted by a Board can also be rescinded by a Board with little to no notice.
A well-written set of bylaws requires a member vote to amend.
The purpose of these documents is to install proactive, productive governance, NOT to create a remedy for every single violation
language herein broadly enumerates the essence of good faith and duty of care required by law in many states
your association can and should adopt alternative dispute resolution to create reasonable pathways to enforce requirements and resolve conflict
Do not adopt requirements in a vacuum! Use these guidelines to create enforceable standards that address the cautions in this article.
Community Manager Ethics
While there IS an ethics complaint process, only 23 community association managers (CAMs) have had their designations revoked or been censured in all of time. CAMs, management companies and associations simply "move on" because changing relationships is easier than enduring the gauntlet of an ethics inquiry. The opacity of this industry allows bad actors to continue playing as if nothing ever happened: new clients are none the wiser. Given that 0.25% of actively licensed attorneys are disciplined every year, one might imagine that a similar sample size of CAMs might be sanctioned by their respective accrediting bodies. If that were the case, 20 to 30 CAMs would be sanctioned every year (more than then all-time list).
CAI and CAMICB (controlled by CAI) are the only organizations that offer "professional designations" for community managers and management companies. Did you know those organizations publish a Professional Manager Code of Ethics and Standards of Professional Conduct? Here's an excerpt. Community association managers shall:
Undertake only those engagements that they can reasonably expect to perform with professional competence
Act in the best interests of the client; refrain from making inaccurate or misleading representations or statements; not knowingly misrepresent facts to benefit the Manager.
Be knowledgeable, act, and encourage clients to act in accordance with any and all federal, state, and local laws applicable to community association management and operations.
Be knowledgeable, comply and encourage clients to comply with the applicable governing documents, policies and procedures of the Client Association(s) to the extent permitted by that Client.
Exercise due care and perform planning and supervision as specified in the written management agreement, job description or duly adopted Board policies.
Disclose all relationships in writing to the Client regarding any actual, potential, or perceived conflict of interest affecting any relationship between the manager and the Client. The Manager shall take all necessary steps to avoid any perception of favoritism or impropriety during the vendor selection process and negotiation of any contracts.
Provide prompt written disclosure to client of any compensation, gratuity, or other form of remuneration from individuals or companies who act or may act on behalf of the Client.
Refuse to accept any form of gratuity or other remuneration from individuals or companies that could be viewed as an improper inducement to influence the manager.
CAMICB Standards of Professional Conduct
Community Association Managers International Certification Board (CAMICB) <Click to Expand👇 ⏬>
CMCA's shall:
Be knowledgeable, act, and encourage clients to act in accordance with any and all federal, state, and local laws applicable to community association management and operations.
Be knowledgeable, comply and encourage clients to comply with the applicable governing documents, policies and procedures of the Client Association(s) to the extent permitted by that Client.
Not knowingly misrepresent material facts, make inaccurate statements or act in any fraudulent manner while representing Client Association(s) or acting as a CMCA.
Not provide legal advice to Client Association(s) or any of its members, or otherwise engage in the unlicensed practice of law.
Promptly disclose to Client Association(s) any actual or potential conflicts of interest that may involve the manager.
Refuse to accept any form of gratuity or other remuneration from individuals or companies that could be viewed as an improper inducement to influence the manager.
Participate in continuing professional education and satisfy all requirements to maintain the CMCA.
Act in a manner consistent with his/her fiduciary duty.
Conduct themselves in a professional manner at all times when acting in the scope of their employment in accordance with local, state and federal laws.
Recognize the original records, files and books held by the manager are the property of the Client Associations to be returned to the Client at the end of the manager's engagement and maintain the duty of confidentiality to all current and former clients.
SUMMARY
Treating people fairly, honestly and with integrity
Not engaging in acts of discrimination or harassment
Providing reasonable accommodations for people with disabilities
Providing reliable and responsive service while demonstrating knowledge, skill and competence
Keeping accurate records
Being financially responsible
Making best efforts to prevent error, fraud or any unethical practices;
Not accepting gifts from any person or company if a reasonable person might believe that the gift will influence the condominium manager when providing management services
Not interfering with the reasonable use and enjoyment of common elements, the units or assets of the client
Promoting and protecting best interest of clients
