Board. The Board of Directors (the "Board") of Amber Ridge Homeowner's Association (the "Association") has adopted this Code of Director Business Conduct and Ethics (hereinafter referred to as this "Code"). The purpose of this Code is to help Directors to fulfill their duties of due care and loyalty to the Communty and its property owners. It is intended to focus the attention of the Board and each Director on ethical standards, to provide guidance to Directors to help them recognize and deal with ethical issues, to provide mechanisms to report unethical conduct, and to help foster a culture of honesty and accountability
A Director should avoid activities that might be reasonably understood or perceived by others to reflect poorly on the Association or to give the appearance of self-dealing, unfairness, dishonesty, or improper Director Benefit. For purposes of this Code, "Director Benefit" means for the personal, professional, or business benefit, gain, advantage, or profit of the Director or any member of his or her immediate family. (New York Stock Exchange Rules define "immediate family" to include an individual’s spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than employees) who shares such individual’s home.)
This Code shall apply to the entire Board. Each Director must comply with the letter and spirit of this Code. Directors who also serve as officers of the Association should also comply with the letter and spirit of the Association’s "Code of Employee Business Conduct and Ethics”.
No code or policy can anticipate every situation that may arise. Accordingly, this Code is intended to serve as a source of guiding principles for Directors. Directors are encouraged to bring questions about particular circumstances that may implicate one or more of the provisions of this Code to the attention of the Officers of the Homeowner's Association Governance Committee (the "Governance Committee"), which consists of the President, Vice President, Secretary and Treasurer of the Board of Directors, who may consult with advisors (including, without limitation, inside or outside legal counsel) as such person deems appropriate.
1. Conflicts of Interest. A "conflict of interest" occurs when an actual or potential Director Benefit interferes, could reasonably be expected to interfere, or could reasonably create the appearance of interference in any way with the interests of the Community. Directors should be scrupulous in avoiding conflicts of interest with the Association. Any situation that involves, or may reasonably be expected to involve, a conflict of interest with the Association must be disclosed promptly to the Chair of the Governance Committee. If a conflict cannot be reasonably resolved to the satisfaction of the Chair of the Governance Committee, then the involved Director(s) should recuse himself or herself and not participate in the discussion and voting on any matter presented at a Board or Board committee meeting related to the conflict of interest. (A Director may participate in discussions and decisions involving or affecting Director Benefits for the Board, or any of its Committees, as a whole.) If a conflict of interest exists that cannot be resolved, the involved Director is expected to tender his or her resignation to the Chairman of the Board for consideration by the Governance Committee of the continued appropriateness of Board service. The Board normally will not permit any waiver of any ethics policy for any Director, or, if it deems appropriate to grant such a waiver, it shall take action for the public disclosure of such waiver.
2. Compliance with the Covenants and By-Laws of the Association. A Director may not be in violation of the Covenants and By-Laws of the Association. All Assessments must be paid in full and any violations cited by the Association must be rectified as directed by the Association or the Architectural Committee of the Association.
3. Relationship of the Association with Third Parties. A Director may not engage in any conduct or activities that are inconsistent with the Association’s best interests or that disrupt or impair the Association’s relationship with a person or entity with which the Association has or proposes to enter into a business or contractual relationship. Without limiting the foregoing, a Director should not attempt to use his or her influence to cause the Association to use or not to use particular company, firm, or organization. However, this does not prevent or inhibit a Director from making recommendations about a particular company, firm or organization, or sharing with the Association or the Board his or her knowledge of or past experience with a particular company, firm or organization
4. Compensation from Sources Other than the Association. A Director may not accept compensation, in any form, for services performed for the Association from any source other than the Association. Without limiting the foregoing, a Director may not accept from others a commission, finder’s fee, or similar remuneration for any business transaction in which the Association is involved or for services rendered to the Association.
5. Gifts. A Director and members of his or her immediate family may not offer, give, or receive gift(s) (whether cash, non-cash, or other) from persons or entities who deal with the Association in those cases where any such gift is being made or could reasonably appear to have been made in order to influence the Director’s actions as a member of the Board or where acceptance of the gift could reasonably create or appear to create a conflict of interest. In certain circumstances, a Director may accept non-cash gifts (of a nominal fair market value), provided that acceptance of such gifts is customary and closely related to the Association’s business at hand and the gifts are disclosed to the Chair of the Governance Committee at the earliest opportunity.
6. Political Activities. It is recognized that, as an individual, a Director may become engaged in public service, partisan politics, or political issues. A Director shall be sensitive that some people may be unable to differentiate such Director’s personal view from the view of the Board or of the Association. In furtherance of such differentiation, a Director should do (except as otherwise specifically approved by the Governance Committee) at least the following: (a) where appropriate, make it clear that the Director is speaking or acting personally and not as a Director of the Association; (b) not make a political contribution for or in the Association’s name, and Directors will not receive reimbursement from the Association for any political contribution made as an individual; (c) not endorse for or in the Association’s name the appointment or election of a public official or the passage or non-passage of any ballot propositions; and (d) not use the Association’s materials or property in public service, partisan politics, or political issues activities.
7. Corporate Opportunities. A Director owes a duty to the Association to advance the Association’s legitimate interests when the opportunity to do so arises. A Director may not: (a) receive or seek to receive a Director Benefit from opportunities that are discovered through his or her involvement with the Association (including, without limitation, his or her use of the Association’s property, the Association’s information, or his or her position as a Director); or (b) compete with the Association, directly or indirectly, for business opportunities; provided, however, that, if the Governance Committee finally determines that the Association will not pursue an opportunity that relates to the Association’s business activities, a Director may do so after disclosing to such Committee that such Director will pursue such opportunity.
8. Confidentiality. It is imperative that a Director maintain the confidentiality of all information (whether belonging to the Association or a party with whom the Association has a relationship such as a customer, supplier, or business partner) entrusted to him or her or that comes to him or her, from whatever source, in his or her capacity as a Director, except when disclosure is authorized by the Governance Committee or required by laws or regulations. Confidential information includes all non-public information (including private, proprietary, and other) that might be of use to competitors or harmful to the Association or its relationship parties (such as customers, suppliers, and business partners) if disclosed.
9. Protection and Proper Use of Assets of the Association. A Director must protect the Association’s assets and ensure their efficient use. Theft, loss, misuse, carelessness, and waste of assets have a direct impact on the Association’s profitability. A Director must not use or seek to use the Association’s time, employees, supplies, equipment, tools, buildings, or other assets for a Director Benefit, except for legitimate business purposes of the Association or as part of an adopted or approved program or policy of the Association available to all Directors.
10. Honest and Fair Dealing. A Director shall deal honestly and fairly and oversee honest and fair dealing by employees and officers with the Association’s Directors, officers, employees, customers, suppliers, and competitors. None of such persons should take unfair advantage of others through manipulation, concealment, abuse of position, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practices.
11. Compliance with Laws, Rules, and Regulations. A Director shall comply, and oversee compliance by employees, officers, and other Directors, with all laws, rules, and regulations of the United States (federal, state, and other) and other countries applicable to the Company, including insider trading laws and stock exchange rules and regulations. Transactions, directly or indirectly, involving securities of the Association should not be undertaken by Directors without pre-clearance from the Association’s Legal Counsel. Such transactions do not include investments in vehicles (such as mutual funds) where the Director is one of many investors and the Director does not control or materially influence the vehicles’ actions (if any) related to the Association’s securities.
12. Encouraging the Reporting of Any Illegal or Unethical Behavior. A Director should promote ethical behavior and take steps to ensure that the Association: (a) encourages employees and directors to talk to appropriate personnel about observed illegal or unethical behavior and, when in doubt, about the best course of action in a particular situation; (b) encourages employees to report to appropriate personnel violations of laws, rules, or regulations of the Association’s Code of Employee Business Conduct and Ethics or of other illegal or unethical conduct; and (c) informs employees that the Association will not permit retaliation for reports or complaints of illegal or unethical conduct made in good faith.
13. Failure to Comply; Compliance Procedures. A Director should communicate the failure of such Director or any other Director to comply with any laws or regulations, any rule governing the Association’s business, this Code, or any other policy or requirement of the Company to the Chair of the Governance Committee. Violations will be addressed by the Governance Committee, which shall timely report them to the Board for appropriate action. To the extent a Director who is not an employee of the Association becomes aware of any failure by any employee of the Association to comply with any laws or regulations, any rule governing the Association’s business or any other policy or requirement of the Association, such Director should communicate such failure to the Association’s Chief Executive Officer and, if appropriate, to the Chair of the Governance Committee.
14. Accounting and Financial Reporting. The Association’s policy is to comply with all financial reporting and accounting regulations applicable to the Association. A Director supports and upholds ethical behavior and honesty as it pertains to the Association’s Financial Reporting. If any Director has concerns or complaints regarding questionable accounting or auditing matters of the Association, then he or she shall submit those concerns or complaints to the Chair of an Audit Committee promptly. As a non-profit corporation, it is of critical importance that the Association’s filings with all necessary government agencies be accurate and timely. A Director should encourage management to take steps to ensure that the Association’s public reports are complete, fair, and understandable.
Annual Certification. As part of the Directors and Officers Ballot sent annually to Directors in connection with the Annual Meeting of Property Owners, each Director will be asked to certify that he or she has complied and is in compliance with this Code. Such certification may be in substantially the following form: "I, [insert name], hereby certify and acknowledge that: (i) I am a member in good standing of the Board of Directors of Amber Ridge Homeowner's Association, Inc., an Indiana non-profit corporation; (ii) I have received, read, and understood the Association’s “Code of Director Ethics and Business Conduct"; (iii) such Code has been and is applicable to my activities as a member of such Board of Directors; (iv) I have complied and am in compliance with such Code; and (v) I am not aware of any non-compliance with such Code by others: (vi) I agree to abide with the Code or relinquish my position on the Board if deemed appropriate by the majority vote of the Board of Directors of Amber Ridge Homeowner's Association, Inc.
Signed:________________________________
Name Printed:___________________________
Date: __________________________________
Administration, Amendment, Modification, and Waiver. This Code is administered by the Governance Committee as defined within this document and may be amended, modified, or waived by the Board, provided that waivers may also be granted by the Governance Committee, in accordance with the terms hereof and subject to the disclosure and other provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder, and the applicable rules of the New York Stock Exchange.
This page was last modified on Friday, August 17, 2007 04:55:41 PM