MARKLAND WOOD HOMEOWNERS ASSOCIATION 

CODE OF CONDUCT

 

The objectives of the Markland Wood Homeowners Association (MWHA), as stated in the MWHA Constitution, are:.

a) To protect and promote the interests of the residents of the Markland Wood area of the City of Toronto;

b) To further the orderly development of Markland Wood in such manner as to preserve and enhance the area; and

c)To create, foster and maintain a community spirit in Markland Wood.

In pursuing its objectives, the MWHA serves the collective interests of its Members and residents. This Code of Conduct (“the Code”) is designed to allow the MWHA to preserve its long tradition of integrity and credibility with its membership, the general public and within its own Board. The affairs of the MWHA are managed by the Board of Directors (“Board” or “Directors”). This Code applies to all Directors, Officers and Associates of the Board while in the performance of their duties on behalf of the MWHA. This Code adopts the definition of words where defined in the MWHA Constitution.

1. General Expectations

a) Always act with fairness, honesty, integrity and openness; respect the opinions of others and treat all with equality and dignity without regard to race, colour, creed, ancestry, place of origin, political beliefs, religion, marital status, physical or mental disability, sex, age, or sexual orientation.

b) Promote the objectives of the MWHA in all dealings with the public on behalf of the MWHA and within the community and Board.

c) Provide a positive and valued experience for those dealing with the Board, to include Members of our community, the general public, Government officials, individual Directors, Officers and Associates.

2. Director, Officer & Associate Accountability

a) Act with honesty and integrity and in accordance with professional standards and / or governing laws and legislation that have application to the responsibilities performed for or on behalf of the MWHA.

b) Comply with both the letter and the spirit of any training or orientation provided by the Board in connection with those responsibilities.

c) Adhere to the policies and procedures of the MWHA and support the decisions and directions of the Board and its delegated authority, in particular obey decisions and positions adopted during ‘confidential’ sessions of the Board or when dealing with matters identified to or by the Board or by the President as ‘confidential’. Directors who have abstained or voted against a motion must adhere to and support the decision of a majority of the Directors.

 

d) Take responsibility for your actions and decisions. Follow reporting lines to facilitate the effective resolution of problems. Ensure that you do not exceed the authority of your position.

3. Remuneration of Directors, Officers and Associates

Directors, Officers and Associates shall serve without remuneration and no Director, Officer or Associate shall directly or indirectly receive any profit or payment from the MWHA or third party from occupying the position of Director, Officer or Associate, provided that:

a) Directors, Officers or Associates may be reimbursed for reasonable expenses they incur in the performance of their Directors’, Officers’ or Associates’ duties;

b) Directors, Officers or Associates may be paid remuneration and reimbursed for expenses incurred in connection with services they provide to the MWHA in their capacity other than as Directors, Officers or Associates, provided that the amount of any such remuneration or reimbursement is: (i) considered reasonable by the Board; (ii) approved by the Board for payment by majority vote (excluding the Director/Officer/Associate in question) before such payment is made; and (iii) in compliance with the MWHA Conflict of Interest provisions. Where practical, research may be done to obtain information regarding the cost and value of having a third party provide such services. No Director, Officer or Associate shall have an expectation of on-going business from the Board.

c) The Board may, by majority vote, procure multiple bids for goods or services through a Request for Proposal (RFP) or Request for Quotation (RFQ) process. A Director, Officer or Associate may submit an RFP or RFQ but will not participate in the review or approval process.

4. Respectful Conduct

It is recognized that Directors, Officers and Associates bring to the Board diverse background, skills and experience. Directors, Officers and Associates will not always agree with one another on all issues. All debates shall take place in an atmosphere of mutual respect and courtesy. Behaviour that is abusive in any manner to Directors, Officers, Associates, or Members and residents of the community will not be tolerated. This includes verbal abuse, physical abuse, and emotional abuse. The authority of the President and Chairs of subcommittees must be respected by all Directors, Officers and Associates unless statements or behaviour exhibited by the respective President/Chair elicit the application of this Code.

 5. Authority

No Director, Officer or Associate shall speak, meet with or make representations on behalf of the Board, relating to any business or discussions of the Board to anyone other than a Board member, unless authorized by the majority of the Board. When so authorized, the representations must be consistent with accepted positions and policies of the Board as well as abide by all other provisions of the Code.

6. Conflict of Interest

A conflict of interest generally arises where a Director, Officer or Associate, directly or indirectly has a personal interest in a matter that comes before the Board which could influence their independent judgment. A personal interest may stem from and include, but is not limited to, a family, friend or business relationship or other interest the Director/Officer/Associate may have or where a benefit of any kind may be derived, from a matter being considered by the Board.

Directors, Officers and Associates must be aware of and avoid conflicts of interest at all times. As soon as a Director/Officer/Associate is aware of the potential conflict, the Director, Officer or Associate concerned must inform the Board of the conflict of interest as soon as necessary when the matter comes up on an Agenda or is raised at a Board or Committee meeting and in any event before there is discussion and a potential vote on the matter. Once his/her conflict of interest is declared, a Director, Officer or Associate shall be excused from the relevant part(s) of a meeting of the Board or a Committee where the matter involving the conflict is being discussed and/or voted on. Further, where such a matter arises, the Director/Officer/Associate shall also refrain from attempting to persuade or influence the other Directors or Officers participating in the decision.

7. Confidentiality

Each Director/Officer/Associate shall:

a) Respect and maintain the confidentiality of all information deemed confidential in nature by the President or the Board or a Committee Chair and received in whatever form as a Director, Officer or Associate. All agendas will clearly indicate confidential matters. Any meeting minutes will reflect all matters that were determined to be confidential. All MWHA material saved on any computers or software, MWHA files and documents, and all membership records, are also deemed to be confidential information.
b) Respect and maintain the confidentiality of personal Member and resident information and records gained from their role in the MWHA. Furthermore, any such Member information shall not be used or communicated by any Director/Officer/Associate for any personal or commercial purpose during or after such Director/Officer/Associate has left the Board. This confidentiality obligation shall continue indefinitely unless otherwise altered by law or court order.

 

8. Personal or Sexual Harassment

The MWHA aims to create a culture that is open, welcoming and respectful and not discriminatory. Acts by a Director, Officer or an Associate that are deemed to be Personal or Sexual harassment are contrary to the letter and spirit of the Code and will not be tolerated.

Personal harassment means any conduct whether verbal or physical that is discriminatory in nature, based upon another person’s race, colour, creed, ancestry, place of origin, political beliefs, religion, marital status, physical or mental disability, sex, age or sexual orientation. Personal harassment may also include any behaviour that may reasonably be construed to be bullying.

Sexual harassment is any conduct, comment, gesture or contact of a sexual nature that one would find to be unwanted or unwelcome by any individual. This includes any conduct, comment, gesture or contact that might, on reasonable grounds, be perceived as placing a condition of a sexual nature on, but not limited to, Board opportunities, business arrangements and/or community involvement.

9. Breaches of the Code and Disciplinary Actions

Differing opinions, when stated in a courteous and business-like manner, do not constitute a contravention of the Code. Under the oversight of the Board, a breach or alleged breach of the Code by any Director, Officer or Associate will follow the disciplinary process set out below.

Suspension or Removal from the Board: The Board may, by resolution passed by a two thirds 2/3 vote of the entire Board cast at any Board meeting (either in person or by email), remove or suspend any Director or Officer as a result of a violation of the Code of Conduct. At any time a Director or Officer may elect to voluntarily withdraw temporarily from the Board, rather than be suspended. Where appropriate, a Director may be asked to resign voluntarily before being removed from the Board.

If such Director resigns or is removed before the expiration of the Director’s term of office, the Board may if needed, by a majority of the votes cast at that or any subsequent Board meeting, appoint any Member in his or her stead for the remainder of the term.

Procedures of Review & Reprimand Actions

 

This Code may be amended by the Board on the advice of the Governance Committee from time to time as circumstances warrant and/or to be compliant with applicable laws.

Strict observance of the Code is fundamental to the activity and reputation of the MWHA. All Directors/Associates shall confirm this by way of their signature below.

Code of Conduct Declaration

I, _________________________________________ (Director/Officer/Associate – please print), have read, understand and agree to abide by the Code of Conduct of the MWHA and I understand that such adherence is a condition of my serving on the Board of the MWHA. I understand that a violation of the Code of Conduct may result in the disciplinary actions set out in Section 9.

Signed this ________________ day of ____________________, 20_____.

 

__________________________________________________________
(Director/Officer/Associate - Signature)

APPROVAL HISTORY

ISSUED BY:	APPROVED BY:	DATE:
Governance Committee	MWHA Board	March 1,2017