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New RA Committee Makes Recommendations for Changing Code of Ethics, Conflict of Interest Policy

by Dave Emke — September 21, 2017 at 4:01 pm 2 Comments

The Reston Association Board of Directors discussed changing its code of ethics and conflict-of-interest policy during a special session Monday (video).

The need for a refined code of ethics for Reston Association directors was brought to the forefront in an independent review of RA by Quantum Governance last year. It was further underlined earlier this year in StoneTurn Group’s independent review of the Tetra/Lake House purchase.

The Board’s ethics subcommittee, formed in May, consists of directors David Bobzien, John Mooney and Victoria White. In information presented by Mooney, it was spelled out that the revised code of ethics would focus on “a structure for managing any personal interests of RA officials that might conflict with those RA interests that the officials have a duty to serve, whether that duty is defined by laws and RA governing documents or by broader ethical norms.”

The norms, White said, involve respect for each other, dedication to the common good, stewardship of resources, respect for the truth, respect for the law and competency. Full details about what these each of these norms entails can be viewed in the board packet provided for Monday’s meeting.

The ethical culture, Bobzien explained, should be refined by using the power of example, using collegial feedback, inviting the RA community to hold the Board responsible, and continuing “ethical formation” and training. Bobzien also said RA should form an Ethics Review Committee, consisting of two RA directors and three members, to hear complaints.

“They would serve for staggered terms of three years, and they would be selected by two-thirds vote of the Board of Directors,” Bobzien said. “They would draft bylaws that would then be approved by the Board, and after that they would be ready to receive complaints.”

(Sridhar Ganesan, treasurer and At-Large director, suggested directors should not get a three-year term on the review committee, but rather should change yearly. The Board discussed the idea and agreed to consider it further before the amended code is voted upon.)

If a complaint is deemed credible, a formal hearing would be held. The committee would be given the discretion to rule on the complaint, and could potentially go as far as to call for removal of a director from the Board if such action is deemed warranted.

Mooney said the revised code is intentionally tough on issues of transparency and accountability.

“We stand behind the recommendations, and I do not want to hide the fact that it’s a tough set of expectations that it sets out for the directors and for the officers,” he said.

In addition to the Board of Directors and its officers, the code of ethics would also apply to CEO Cate Fulkerson. Fulkerson suggested it also include in-house counsel, who will report to the Board.

In regard to conflicts of interest, the committee recommended changes to the COI statement be made including:

  • giving better definitions of “personal interest” and “economic interest”
  • providing better definitions for “indirect interests” and “immediate family member”
  • focusing the document on financial conflicts only, with non-financial conflicts being addressed within the ethical norms
  • adding information about loans from financial institutions with which RA has business dealings

The community will also be given an opportunity to comment on the proposed amendments, Mooney said, and sessions will be held to collect that feedback. The refined code of ethics and conflict of interest policy are scheduled to be voted upon at the Board’s December meeting.

  • Donald

    All of this is great but.

    With regard to a director’s removal from the board, the deed states the following:

    (1) Removal. Any Director may be removed only for cause through a referendum by a majority vote of the Members entitled to elect such Director and a successor may then and there be elected to fill the vacancy thus created. For the purposes of this Section only, a referendum to remove a Director for cause may be called by a petition which is signed by at least ten percent of the Member Category entitled to elect such Director. Any person whose removal has been proposed by the Board of Directors or the Members shall be given at least seven days notice of the time, place, and purpose of the meeting and shall be given an opportunity to be heard at a public hearing.

    A rather tedious and expensive process.

    Donald

  • ReformIsGood

    Hopefully the new policy and process will be clear and concise, and will actually be implemented by a body which is NOT the Board of Directors.

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