Code of Conduct for the Board of Directors
WHEREAS, the current Board of Directors (the "Board") of Edgewater at Cedar Creek Lake Homeowner's Association, Inc. (the "Association") has the authority and responsibility to make decisions for the benefit of the entire community; and
WHEREAS, pursuant to the Texas Business Organizations Code, the members of the Board of Directors shall discharge their duties in good faith, with ordinary care, and in a manner the director reasonably believes to be in the best interest of the Association; and
WHEREAS, the Board of Directors wishes to ensure that it and its individual members ("Board Member") maintain a high standard of ethical conduct in the performance of the Association's business and to ensure that the Association's members maintain confidence in and respect for the entire Board.
IT IS HEREBY RESOLVED that the Board of the Association hereby adopts the following rules of conduct, standards of behavior, ethical rules, and enforcement procedures that are applicable to all members of the Board.
1. Board Members shall act in the best interest of the Association as a whole. Board Members serve for the benefit of the entire community, and shall, at all times, strive to do what is best for the Association as a whole. Members shall not use their positions as such for private gain, for example:
- No Board Member shall solicit or accept, directly or indirectly, any gift, gratuity, favor entertainment, loan, or any other thing of monetary value from a person who is seeking a contractual or other business or financial relationship with the Association.
- No Board Member shall seek preferential treatment by the Board, any of its committees, or any contractors or suppliers.
- No Board Member shall accept a gift or favor made with the intent of influencing a decision or action on any official matter.
- No Board Member shall receive any compensation from the Association for serving on the Board.
- No Board Member shall willingly misrepresent facts to advance a personal cause or influence the community to advance a personal cause.
- No Board Member shall use his/her position to enhance his/her financial status through the use of certain contractors or suppliers.
The above list of examples for illustration purposes only and is not intended to be exclusive.
2. Board Members shall comply with the governing documents and relevant law. Board Members shall use their best efforts at all times to make reasonable decisions that are consistent with the Declaration, Bylaws, and other governing documents of the Association, and to be familiar with all such documents. Board Members shall likewise comply with and make decisions that are consistent with all applicable laws, including, but not limited to, refraining from discriminating against any person on the basis of race, color, religion, national origin, gender, family status, or mental or physical disability.
3. Board Members shall set high standards for themselves as Association members. Board Members shall hold themselves to the highest standards as members of the Association and shall in all ways comply with the provisions of the Association’s governing documents.
4. Board Members shall work within the Association's framework and refrain from unilateral action. Board Members shall at all times work within the Association's framework and abide by the system of management established by the Association's governing documents, the Board and the Management Company. The Board shall conduct business in accordance with the state law and the Association's governing documents, and shall act upon decisions duly made, and no Board Member shall act unilaterally or contrary to such decisions. Board Members shall only act within the scope of their authority as approved by the Board and shall not conduct any Board-related business without official Board action and approval. Toward that end, no Board Member shall seek to have a contract implemented that has not been duly approved by the Board, nor promise anything not approved by the Board, nor promise anything not approved by the Board to any contractor, supplier, or otherwise.
5. Board Members shall behave professionally at meetings. Board Members shall conduct themselves at all meetings, including board meetings, annual meetings of the members, and committee meetings, in a professional businesslike manner. Personal attacks against other Board Members, Association members, residents, officers, management, or guests are not consistent with the best interests of the community and will not be tolerated. Language at the meetings shall be kept professional. Though differences of opinion are inevitable, they must be expressed in a professional and businesslike manner.
6. Board Members shall maintain confidentiality when appropriate. Board Members shall at all times maintain the confidentiality of all legal, contractual, personnel, and management matters involving the Association. Board Members shall also maintain the confidentiality of the personal lives of other Board Members, Association members, residents and management staff. Except as required by law, Board Members shall not disclose any owner or resident's personal contact information (including phone number or email address) without permission.
7. Board Members shall disclose conflicts of interests. Board Members shall immediately disclose to the Board any perceived or potential conflict of interest regarding any aspect of the business operations of the Association.
8. Board Members shall refrain from defaming anyone in the community. Board Members shall not engage in defamation, by any means, or any other Board Member, Association member, resident, or management staff member. The Association shall deem any Board Member who engages in defamation to be acting outside the scope of his authority as a Board Member.
9. Board Members shall refrain from harassing Association members or residents. Board Members shall not in any way harass, threaten, or otherwise attempt to intimidate any other Board Member, Association member, or resident. The Association shall deem any Board Member who harasses, threatens, or otherwise attempts to intimidate other Association members or residents to be acting outside the scope of his authority as a Board Member.
10. Board Members shall utilize social media in a manner that is intended to be in the best interest of the Association as a whole. The use of the Association's social media by Board Members shall be governed by the following:
- The Association has an official website. Board Members should refer owners with questions to the official Association website. Board Members are not to utilize any unapproved platforms to transmit communications regarding the Association.
- Posts containing any of the following items are prohibited and will be deemed a violation of this Code: vulgar language; inappropriate images, such as, but not limited to, pornography; statements that are bigoted, hateful or racially offensive; comments or content that promotes or perpetuates discrimination; personal attacks or "bashing" of any kind against any person; advocating illegal activity; infringements on copyrights or trademarks; disclosing sensitive, private or proprietary information, including sensitive personal information about an owner or resident; information that may compromise the safety or security of any individual, or which may jeopardize any legal action pertaining to the Association.
- Board Members may not post or engage in a disparaging manner in any post that contains negative comments regarding the Association, its management company, its contractors/vendors, its agents, or any Association officer, director, committee member, or owner/resident.
VIOLATIONS OF CODE OF CONDUCT
Any Board Member who violates this Code of Conduct may face disciplinary action, including having the Board propose the removal of the Board Member to the Association's members. Additionally, or in the alternative, the Board may seek injunctive relief against such Board Member.
This is to certify that the foregoing Code of Conduct was duly adopted by a majority of the Board of Directors at a meeting of the Board of Directors held on ___________________, 2022, and has not been modified, rescinded or revoked.