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.