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Shelter Bay Rules and Regulations — Part II
Chapter 40 Conflict of Interest, Conduct and Rules of Order

40.010    Conflict of interest

No member of the board, or any of its committees, shall derive a substantial personal profit or gain, directly or indirectly, by virtue of his/her association or participation within the community. Each individual shall disclose to either the board or to the committee any personal interest he/she may have in any matter pending before the board or respective committee. The board or committee shall determine by vote of the members whether or not a disclosing member is disqualified from participating in any decision on a pending matter. (Res. 05-05 am, 4/20/05)

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40.020    Conduct

40.020.010   Confidentiality of information

  1. Each director and committee member who has access to confidential information discussed or disclosed in executive session has the responsibility to safeguard all such information, including all records and documents. This policy extends to the dissemination of information over the telephone and via email.
  2. Information discussed in executive session shall be disclosed and/or discussed with individuals only on a "need to know" basis. Conversations of a confidential nature must never be held within earshot of community members or other members of the public.
  3. Unauthorized disclosure of information discussed in executive session may result in removal of the member from the committee.
  4. The following are some examples of conduct that are considered violations of this policy:
    1. Willful manipulation of documents, computer records, or other community information for personal gain.
    2. Misappropriation or unauthorized use of community monies, property, or services of any kind.
    3. Willful disclosure of confidential community information to any unauthorized person.
(Res. 05-04 am, 4/20/05, Res. 09-03, 1/21/09)

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40.020.010   Standards of conduct

  1. The following is prohibited director and committee member conduct while in the performance of their duties on behalf of the community.
    1. Illegal harassment or discrimination in any form.
    2. Abusive behavior toward a community or staff member.
    3. Sexual harassment or sexual violence in any form.
    4. Being under the influence of drugs or alcohol.
    5. Endangering the safety of community or staff members.
    6. Carrying a weapon while actively engaged in community business.
    7. Violation of community rules and regulations.
  2. The above list is not meant to be all-inclusive. The Board of Directors reserves the right to remove a committee member or sanction a Director for a violation of any of the above or any other serious misconduct not specified.
(Res. 09-03, 1/21/09)

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40.030    Rules of order

40.030.010   Robert's rules

Other than the rules of order set forth in this chapter, Robert’s Rules of Order (Latest Edition) shall govern the conduct of all meetings of the board of directors and its committees. (Res. 05-04 am, 4/20/05)

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40.030.020   Board member voting

  1. Each board member present shall vote on every question, unless required to abstain due to having a board approved conflict of interest in the question before the board.
  2. The president may ask for a voice vote, if he/she feels that the question is not extremely controversial, or otherwise for a vote by show of hands. Any member may ask for a roll-call vote if he/she feels that the outcome of a voice vote is not clear.
  3. The president shall not allow a board member to explain his vote or discuss the question while the "yeses" and "noes" are being called.
  4. On completion of the roll call, the president shall ask if any board member desires to change his/her vote and if a board member does change his/her vote then the changed vote will be the board member's final vote on the question and the vote used to determine the results of the roll call. A board member may only change his vote once on any given question. The final vote of each named board member on votes to adopt resolutions or substantive motions shall be recorded as "yes" or "no," except that if the vote is unanimous it may be recorded "unanimous."
  5. The president shall then announce the number of "yes" votes, the number of "no" votes and whether the question has carried or has failed. No vote may be changed after the president commences the announcement.
  6. A quorum, no less than five members, shall be present in order to conduct business. A majority vote of those members present shall be required to carry any question.
(Res. 05-04 am, 4/20/05)

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40.030.020   Conduct of debate and discussion

  1. When desiring to speak at a board meeting, a board member or member of the audience, shall respectfully address the chair, and shall refrain from speaking until recognized.
  2. The president shall determine who shall speak first when two (2) or more persons request recognition at the same time.
  3. Each board member shall have at least one (1) opportunity to speak before the board on each item under consideration for a vote.
  4. The president shall preserve order and decorum at all times and shall make such rulings as may be necessary to preserve order and decorum. The president shall instruct the members of the audience that the time available for audience comment will be limited as provided in Section 30.090.
  5. The president's ruling on any matter shall stand unless a board member challenges the ruling and the challenge is approved by a majority vote.
  6. A board member shall limit himself/herself to speaking on the subject under debate and shall not refer to any other board member except in a respectful manner. A board member shall not impugn the motive of another board member’s vote or argument.
  7. The board shall be at order and shall not carry on private conversations when a board member is speaking.
  8. If a board member transgresses the rules of the board, the president shall call him/her to order or another board member may rise to a point of order. The board member called to order shall immediately cease the action for which he/she was called to order. The president or board member rising to a point of order shall state the offense committed and the board member called to order shall then explain or justify his actions. The president shall then rule on the point of order.
  9. The board member making a motion on a subject before the board, shall be given the opportunity to begin debate on the motion, but if the board member making the motion does not begin debate then any board member may do so.
  10. The board may amend, rescind or reconsider a resolution by enacting another resolution.
  11. A motion to reconsider may be applied to any resolution, or action of the board. A motion to reconsider has precedence over all motions except the motion to adjourn. A board member may make a motion to reconsider only if:
    1. Something has been done, as a result of the vote on the main motion, that is impossible to undo or persons have otherwise reasonably relied on the vote to their detriment. The unexecuted part of an action, however, can be reconsidered, and if
    2. The board member voted with the prevailing side on the question to be reconsidered. If a resolution, or other action which is the subject of a motion to reconsider, was not adopted on initial consideration because it did not receive the required number of yes votes, then those board members voting no shall constitute the prevailing side, regardless of the relative number of yes and no votes cast on the question. A board member who changes his vote in accordance with these rules shall be a member of the side on which his vote is finally recorded by the secretary, and if
    3. The board member makes the motion to reconsider on the same day and at the same meeting at which the vote to be reconsidered was taken. Such a motion for reconsideration requires a two-thirds (2/3) vote to carry. A board meeting which is recessed and reconvened on a different day shall constitute one (1) meeting. The reconvened session of such a meeting shall not constitute the next regular board meeting as that term is used in this subsection, or
    4. The board member files with the secretary not later than five p.m. on the first business day following the day on which the vote was taken, a notice of intent to reconsider and then makes the motion to reconsider at the next regular board meeting. The board member can file by telephone provided that the notice of intent to reconsider is signed before the motion is considered. Such a motion for reconsideration requires a majority vote to carry. Only one (1) motion to reconsider shall be entertained on any resolution or other action even if the board overturns the original action. If a motion to reconsider a particular resolution or other action fails, a second motion to reconsider the same action shall not be in order.
  12. A motion to rescind may be applied to any previously adopted resolution, or action of the board except:
    1. When the question could be reached by a motion to reconsider; or
    2. When something has been done, as a result of the vote on the main motion, that is impossible to undo or persons have otherwise reasonably relied on the vote to their detriment. The unexecuted part of an action, however, can be rescinded; or
    3. When the matter is in the nature of a contract, and the other party has been informed of the vote; or
    4. When a resignation has been acted upon, or a person has been elected to or expelled from membership or office, and the person was present or has been officially notified of the action.
  13. A motion to rescind may be made at any subsequent board meeting and there is no time limit on when the motion can be made. A pending motion to rescind shall affect the validity of a resolution, or other action. A motion to rescind shall not be renewed during the same meeting at which it was made, but it may be reconsidered in the same manner as any other main motion.
  14. A motion to rescind yields to all privileged, subsidiary and incidental motions and it requires the same vote as that required to pass the previously adopted action. There shall be no more than one motion to rescind on a question. If the motion to rescind passes, the question on the main motion is automatically before the board for further action, including amendment.
(Res. 05-04 am, 4/20/05)

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