FIDUCIARY DUTIES
• Make promises to vendors unless with prior approval from the board
• Solicit or receive , any gift , gratuity , favor , entertainment , loan , or any other thing of value for themselves or their relatives from a person or company who is seeking a business or financial relationship with the association
• Seek preferential treatment for themselves or their relatives
• Use association property , services , equipment or business for the gain or benefit of themselves or their relatives , except as is provided for all members of the association
Confidential Information Directors and committee members are responsible for protecting the association ’ s confidential information . As such they may not use confidential information for the benefit of themselves or their relatives . Except when disclosure is duly authorized or legally mandated , no director or committee member may disclose confidential information . Confidential information includes , without limitation :
• Private personal information of fellow directors and committee members
• Private personnel information of the association ’ s employees
• Disciplinary actions against members of the association
• Assessment collection information against members of the association
• Legal disputes in which the association is or may be involved--directors may not discuss such matters with persons not on the board without the prior approval of the association ’ s general counsel . Failure to follow these restrictions could constitute a breach of the attorney-client privilege and loss of confidential information
Accuracy of Information Directors and committee members may not knowingly misrepresent facts . All association data , records and reports must be accurate and truthful and prepared in a proper manner
Interaction with Employees To ensure efficient management operations , avoid conflicting instructions from the board to management and avoid potential liability , committee members and directors shall observe the following guidelines :
• The president of the board shall serve as liaison between the board and management and provide direction on day to day matters
• Except for the president , committee members and directors may not give direction to Management , employees or vendors
• Directors may not contact management after hours unless there is an emergency representing a threat of harm to persons or property
• If directors or committee members are contacted by employees with complaints , the employees shall be instructed to contact management or the board as a whole
• No director may threaten or retaliate against an employee who brings information to the board regarding improper actions of a director or committee member
• Directors and committee members are prohibited from harassing or threatening employees , vendors , directors , committee members , and owners , whether verbally , physically or otherwise
Professional Behavior Directors and committee members are obligated to act with proper decorum . Although they may disagree with the opinions of others on the board or committee , they must act with respect and dignity and not make personal attacks on others . Accordingly , directors and committee members must focus on issues , not personalities and conduct themselves with courtesy toward each other and toward employees , managing agents , vendors and members of the association . Directors shall act in accordance with board decisions and shall not act unilaterally or contrary to the board ’ s decisions .
WHEN CONFLICTS ARISE Situations may arise that are not expressly covered by this policy or where the proper course of action is unclear . Directors and committee members should immediately raise such situations with the board . If appropriate , the board will seek guidance from the association ’ s legal counsel .
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Spring 2013 | Issue # 5 | The HOA Board Quarterly | 5