CASTLEGATE COMMUNITY ASSOCIATION

ACTION BY THE BOARD OF DIRECTORS

Board Code of Conduct

Effective February 1, 2019

Pursuant to the authority contained in the Arizona Revised Statutes and the governing document of the association, the Board of Directors of the CASTLEGATE COMMUNITY ASSOCIATION Inc. hereby adopts the following resolution by unanimous consent for and as the actions of the CASTLEGATE COMMUNITY ASSOCIATION, as of the date set forth above:

RESOLVED, to adopt the following:

The Homeowners Association Board of Directors has approved the following code of conduct for its members to ensure that they maintain a high standard of ethical conduct in the performance of the Association business, and to ensure that the residents maintain confidence in and respect for the entire Board.

The following principles and guidelines constitute the code of conduct.

  • Board Members shall attend as many meetings as possible and prepare in advance by reviewing all materials.
  • Board Members shall act in a courteous and civil manner toward other directors, owners, residents, employees and contractors of the Association in all forms of communication, including social media.
    • Follow the rules of decorum and etiquette for every meeting,
    • Harassment and discrimination, while on or off Board duty, will not be tolerated
    • Be sensitive to individual differences, respectful of dissenting opinions and cooperative in implementing the will of the majority of the Board.
    • Board Members shall not engage in any writing, publishing, speech making or conversation that defames any other member of the Association Board or Resident of the Association community. This includes communication on social media
  • Board Members will not divulge confidences or sensitive information to non-directors. All information discussed during an Executive Session will not be discussed with anyone outside of the Board & Management and Legal Representation.
    • Board members will protect confidentiality of all personal information of homeowners and fellow board members.
  • Board members will make themselves familiar with the CC&Rs, Design Review Guidelines and other rules that govern the HOA.
  • Board Members will ensure that they follow the Governing Documents of the Association, including any use restrictions, and obligation for fees and expenses charged by the Association
  • Board Members shall not make promises of any kind to a homeowner, resident, subcontractor, supplier or contractor during negotiations, unless approved by the Board.
  • Board Members shall recognize the Board’s fiduciary obligation on behalf of all owners and use sound business judgement in all decision-making. This fiduciary duty includes not allowing others to take any actions that do not conform to the governing documents of the HOA.
  • Board Members shall refrain or abstain from voting on any issues which will result in a direct personal economic benefit beyond any benefit that would generally accrue to all owners and residents of the Association.
    • Board Members shall not use their position as a Board member for private gain:
    • Board Members shall not accept a gift or favor made with intent of influencing decisions or action on any official matter
    • Board Members shall not 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 to obtain contractual or other business or financial relations with the Association
    • Board Members shall not receive any compensation from the association for serving as a Board Member.
    • Board Members shall not knowingly misrepresent facts to the residents of the community for the sole purpose of advancing a personal cause or influencing the community to place pressure on the Board to advance a Board member’s personal cause.
  • Board Members will not interfere with a contractor implementing a contract in progress. All inquiries with contractors will go through management or be in accordance with policy.
  • Board Members will not interfere with the system of management established by the Board and the management company.
  • Board Members will not harass, threaten, or attempt through any means to control or install fear in an Association contractor, other board members, management company personnel or home owner.
  • The Board of Directors as a Board will not endorse a candidate running for election to the Board, nor will any HOA funds be used to endorse a candidate.

Any Board member who violates this code of conduct understands that the Board of Directors may remove him / her from the office they hold on the board.

RESOLVED, that the Board shall retain the right to amend or repeal this resolution.

IN WITNESS WHEREOF, the undersigned have executed this consent as of September 23, 2018.

I hereby certify that this Board Code of Conduct was duly adopted by the CASTLEGATE COMMUNITY ASSOCIATION Board of Directors on the above date as identified in the Open Meeting Minutes.

Board Member

Board Member

Board Member

Board Member

Board Member

Board Member

Board Member

Board Member