The Suncoast Tampa Association of REALTORS®,(hereinafter referred to as Association) has adopted the following Code of Conduct that all Association Officers, Directors committees, task force, council, and chapter leadership agree to adhere to by the acceptance of the office to which he or she is appointed or elected, to wit:
Florida Statutes, Chapter 617, defines the general standards for a Director in Section 617.0830. These statutes relate to the general operations of not-for-profit corporations in the State of Florida. They reflect the highest standards of fiduciary responsibilities and the indemnification of volunteer Board members serving.
Duty of Care
The duty of care describes the level of competence that is expected of a board member and is commonly expressed as the duty of “care that an ordinary prudent person would exercise in a like position and under similar circumstances.” This means that a board member owes the duty to exercise reasonable care when he or she makes a decision as a steward of the organization.
Duty of Loyalty
The duty of loyalty is a standard of faithfulness; a board member must give undivided allegiance when making decisions affecting the organization. This means that a board member can never use information obtained as a member for personal gain but must act in the best interests of the organization.
Duty of Obedience
The duty of obedience requires board members to be faithful to the organization’s mission. They are not permitted to act in a way that is inconsistent with the central goals of the organization. This means that the board member will comply with all governing documents, policies, and procedures of the association
1. Prohibition Against Private Inurement and Procedures for Managing Conflicts of Interest
No member of the Board of Directors or Officer shall derive any personal profit or gain, directly or indirectly, by reason of his or her service as a Board Member or Association Officer. Members of the Board, or Officers, shall conduct their personal affairs in such a manner as to avoid any possible conflict of interest with their duties and responsibilities as members of the Board, or any office of the Association. Nevertheless, conflicts may arise from time to time.
- When there is a decision to be made or an action to be approved that will result in a conflict between the best interests of the Association and the Board Member’s or the Officer’s personal interests, the Board Member, or Officer, has a duty to immediately disclose the conflict of interest so that the rest of the Board’s decision making will be informed about the conflict.
- It is every Board Member’s, or Officer’s obligation, in accordance with this policy, to ensure that decisions made by the Board reflect independent thinking. Consequently, in the event that any Board Member, or Officer, receives compensation from a third party relating to the matter before the Board, such compensation will be approved by the full Board in advance.
- Any conflicts of interest, including, but not limited to financial interests, on the part of any Board Member, or Officer, shall be disclosed to the Board when the matter that reflects a conflict of interest becomes a matter of Board action.
- Any Board Member, or Officer having a conflict of interest shall not vote or use his or her personal influence to address the matter, and he or she shall not be counted in determining the quorum for the meeting.
- All conflicts disclosed to the Board will be made a matter of record in the minutes of the meeting in which the disclosure was made, which shall also note that the Board Member, or Officer, with a conflict abstained from the vote, and was not present for any discussion, as applicable and was not included in the count for the quorum for that meeting.
- Any new Board Member, or Officer, will be advised of this policy during Board orientation and all Board Members, and Officers, will be reminded of the Association Code of Conduct and of the procedures for disclosure of conflicts and for managing conflicts on a regular basis, at least once a year.
2. Prohibition against all forms of Harassment (Bylaws, Article VI, Section 10)
The Association strives to maintain a workplace that is free from discrimination and harassment. While all forms of harassment are prohibited, it is the Association’s policy to emphasize that sexual harassment is specifically prohibited. Any Board Member, or Officer, who engages in discriminatory or harassing conduct towards another person is subject to removal from the Board or from his or her office. Complaints alleging misconduct on the part of Board Members, or Officers, will be investigated promptly and as confidentially as possible by an investigation team as defined in Article VI, Section 10 of the Association Bylaws.
3. Confidentiality
Board Members are reminded that confidential financial, personnel and other matters concerning the Association and the Members and staff may be included in Board materials or discussed from time to time. Board Members and Officers shall not disclose such confidential information to anyone.
4. Whistleblower
The Association maintains a Whistleblower Policy that encourages all members of the board, staff and volunteers to come forward with creditable information on illegal practices or serious violations of adopted policies of the organization. The Association will seek to protect the person from retaliation and identifies where such information can be reported.
5. Anti-Trust
The policy of the organization is to adhere to all laws and to encourage and insist that members faithfully adhere to these laws at meetings and avoid even the appearance of unlawful action. The following topics shall not be discussed in formal or informal meetings: Price, commission rates, commission splits, market allocation, discounting, competitors’ business practices, boycotting any member, denying services to any member, or denying participation by any member.
6. Active Participation
Board Members and Officers are expected to exercise the duties and responsibilities of their positions with integrity, collegiality, and care. This includes:
- Making attendance at all meetings of the board a high priority.
- Being prepared to discuss the issues and business on the agenda and having read all background material relevant to the topics at hand.
- Cooperating with and respecting the opinions of fellow Board Members, and Officers, and leaving personal prejudices out of all Board discussions, as well as supporting actions of the Board even when the Board Member, or Officer, personally did not support the action taken.
- Putting the interests of the Association above personal interests.
- Representing the Association with a positive and supportive manner and maintain the highest integrity, honesty, and ethical standards at all times and in all places.
- Showing respect and courteous conduct in all Board and committee meetings.
- Refraining from intruding on administrative and directional issues that are the responsibility of management, except to monitor the results and ensure that procedures are consistent with Board policy.
- Declining to 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 influence a decision or action, or seeking a contractual or other business or financial relationship with the Association.
- Declining to seek preferential treatment by the Board, any of its committees, or any contractors or suppliers.
- Conducting meetings, including Board meetings, annual meetings of the Members, and committee meetings, in a professional and businesslike manner. Personal attacks against other Board Members, Association Officers or members, management, or guests are not consistent with the best interests of the Association and will not be tolerated. Language at meetings shall be kept professional and in a businesslike manner.
- Refraining from defaming anyone in the Association. Board Members and Officers shall not engage in defamation, by any means, of any other Board Member, Association member, Association Officer, or management and staff. The Association shall deem any Board Member, or Officer, who engages in defamation to be acting outside the scope of his or her authority as a Board Member, or Officer.
7. Hearing Process
- An individual observes an action appearing to be in conflict with the Board Code of Conduct. (Could be a REALTOR®, member of the public, a Board member, or an Officer.)
- Information is presented to a Board Member or Officer.
- If the respondent is a staff member or current President, the information will be presented to the Executive Committee or CEO. It will then be reviewed in Executive Session (without the respondent present) to determine if a violation occurred.
- If the deliberations above result in further action, the Executive Committee immediately orders a Professional Standards Committee to review the case and present a finding of facts to the Board of Directors at their next regular scheduled meeting, where the only agenda item is a vote on the appropriate disciplinary action.
- Action to be taken against the accused is approved by a majority Board vote, and the President of the Board takes steps to implement the action.
8. Discipline
Upon the substantiation of any complaint of the violation of the Code of Conduct, the Association reserves the right to take any necessary and appropriate action against a volunteer member. Actions may include, but are not limited to, any of the following:
- Prohibition from attendance at future Association meetings or events
- Removal from a Committee or Board appointment
- Censure
- Expulsion from membership
- Attendance at specific educational classes
- Assessment of a fine
- Non endorsement to Florida Realtor and NAR Committees
- Referral to a law/governmental enforcement agency