Wednesday, February 24, 2010

Questions - Code of Conduct and Executive Sessions

Given the news that it looks as if the upcoming Candidate Forum will not include Trustee candidates because the two of us are running unopposed (and I believe Andy Gordon has a conflict that night and can not be there); I thought it might be good to find some alternate ways to have some give-and-take with residents.

So the night before the Forum I'll be answering questions LIVE in an online Forum right here on this blog from 8:00 until 9:00.  Look at the post below for information on how to get an automatic reminder sent to you.

But in addition I said last night that I am happy to answer questions posted to this blog or emailed to me at  Here is a question I got last night and my answer.  I think it is a good question and I look forward to more of these from folks.

QUESTION:  I believe a draft copy of the code of conduct for the BOT was posted to the Google mail group. I believe this code was adopted (though I have never seen the final copy). Did you or would you sign this document? If so, how do you square the denial of revealing any information learned in executive session with the need to report possible cases of fraud, waste, and abuse to the electorate of King Farm?
I'd like to do this in a two part answer, because each of these needs a little detail.

 ANSWER #1 (Code of Conduct):  Yes, I actually was the person who posted the Code of Conduct for King Farm elected officials to the Google mail group.  In fact, I was the Trustee who wrote most of this Code and pushed it forward in response to a couple of incidents where I thought there were decisions made that resulted in the appearance of conflicts-of-interest and where interactions with residents were exceedingly out-of-bounds.  So not only would I sign the document, I wrote the document and I look forward to it being made permanent by the next Board and by the incoming President.

I do want to use this space to talk more specifically about the incident that caused me to believe a Code was necessary because I think that rumors circulate around the community and I'd like to put one to rest.

A resident raised a question about work that the former President was having Brickman (our landscaping company) do to lay stones in his backyard and convert it from grass to more of a patio feel.  Apparently neighbors were talking about the work and it was spiralling into discussions and speculation around conflict-of-interest and whether this was work that any resident could have done.  So the Board looked into the matter.  And the former President produced documentation from Brickman detailing the work, along with an invoice for the work.  From my perspective, I thought the process worked as it should - a resident brought a question, the Board worked with the President to get an answer and get that answer out to the neighbors who had concerns.  In the process of this we found that at least one other King Farm official had used the landscaper to mow his lawn.  And that got me thinking that while the work may have been legitimate and at market rates - the appearance was perhaps not good.  In addition, there was nothing in the way of guidelines for residents or King Farm officials in the way of ethics or dealing with the appearances of conflict-of-interest.

So thus was born the attempt to put in place a way to help identify conduct that could raise conflict-of-interest questions and help King Farm Citizens Assembly officials and committee members think through ways to minimize these questions.  The guidelines are not intended to eliminate any potential conflict-of-interest but to push for awareness of appearances and disclosure to the Board and community if items arise.  They aren't intended to be punitive and all-encompassing but a help to ethical behavior and community awareness.  People have raised questions about enforcement mechanisms.  The Board itself is the enforcement mechanism.  There are a range of options for a Board to consider, from a public rebuking to passing motions of disapproval to demanding resignations or votes of no confidence to the biggest action of all - removal from office of a Board member or President. 

I'm under no illusion that the Code of Conduct is perfect or will wipe out questions about conflict-of-interests.  But I think it serves a very useful purpose and I look forward to working with the new Board and President to make them this document the best it can be and then put it  into place permanently through an Administrative Resolution process.

ANSWER #2 (Executive Sessions):  I'm not a fan of Executive Sessions.  I'll go out on a limb here and say that none of the current Board members are either.  But the thing about Executive Sessions is that they are usually called to discuss personnel matters or lawsuits or other discussions where the information must be confidential.  A Board and President should be able to trust that Executive Session discussions will stay private, for the good of the organization and so they can speak freely and frankly.  That is why the Executive Session part is in the Code of Conduct - because, for example, discussing information learned in Executive Session from our legal counsel or in relation to salary discussions of staff is not only a violation of confidence but could put the HOA at risk or undermine the effectiveness of the office staff.

On the other hand, Executive Sessions have a protocol that must be followed.  It should be clear why a Board goes into Executive Session and the parameters of that Executive Session must be defined.  A Board CANNOT just hold an entire meeting in Executive Session, but must announce the reason for the Executive Session and then, once in, stick to that topic.  Just recently, we went into a quick Executive Session in regard to a lawsuit that is pending that names the Assembly as one of the defendants (that is all in the public record) to get an update from Counsel. 

Since I've been on the Board, we've not had many Executive Sessions.  I certainly think that we have not over-relied on them.  But I know I've read of Boards that use them as a way to tamp down community oversight and involvement.  I don't believe that anyone on this Board wants to do that - and I highly doubt that a new Board and President would want to go in that direction either.  But if I felt that way, I would not allow that to happen without voicing my concerns to the Board, the President and the community at large.
Your larger question is whether or not I would support keeping information learned on fraud, abuse or waste from the Community if I learned of it in Executive Session.  On balance, I'd need a compelling reason why I should do that.  A current or possibly pending legal reason or other obligation.  Otherwise if I learned of that kind of information in Executive Session and there was no reason to believe disclosing it would harm the Assembly as an organization I would urge my fellow Board members to be transparent to the community because I do believe that the community. 
I enjoy answering these questions.  If you have more, I'm happy to try to answer them.  Post more questions in the comments or send me an email at

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