Thanks, Lisa. I agree that the proposed Code of Conduct, rejected by a board majority, should be brought before the membership at the Annual Meeting for consideration and ratification.

Here is a link to the proposed board code of conduct, For members' convenience, the text of the proposal is copied below: 

Neil Canter

Proposed Board of Directors Code of Conduct

Introduction
Vecinos of Akumal Norte (“Vecinos”) is a membership-based, voluntary civil association of property owners of North Akumal.  

Vecinos members who are elected to serve on the Vecinos Board of Directors (“Board”) retain all their rights as individual owners, but they assume additional obligations of loyalty, transparency, and confidentiality, as outlined in this document.

Loyalty
Board members have a duty of loyalty to act for the benefit of all Vecinos members and to act consistently with the goals and values of Vecinos, as described in Vecinos’ bylaws, regulations, policies, and agreements, including the goal of building community unity.

A conflict of interest arises between a Board member’s public duty of loyalty to Vecinos and their private interests if they act in furtherance of personal goals that are contrary to the stated goals, values, positions, or policies of Vecinos. 

To protect the credibility and integrity of Vecinos and the Board, Board members shall fully disclose their private actions to the Board in any matter where an actual conflict of interest or the appearance of one exists. Such disclosures shall be published in the minutes of Board meetings (”Board Minutes”).

Transparency
Board members have a duty of transparency except when information is explicitly covered by the duty of confidentiality described below. In all other circumstances, the actions of the Board are public and shall be fully disclosed in Board Minutes.
All Board votes shall be conducted in the open at Board meetings or similar forums available to all Board members and shall be recorded with names identified in the Board Minutes.

All new policy and/or partnership initiatives and all new contractual or other actions with an actual or potential financial impact on Vecinos of greater than $25,000 pesos shall be reviewed and approved by the full Board prior to commitments being made and shall be recorded in Board Minutes.

Confidentiality
Notwithstanding the duty of transparency, Board members have a duty of confidentiality if disclosure of information would cause serious damage to the interests of Vecinos.

The following four types of information are subject to the duty of confidentiality (“Confidential Information”):  

1. Information that could compromise the security of North Akumal (e.g. exposure of known vulnerabilities).
   
2. Information that could compromise sensitive discussions or negotiations with (e.g.) municipal, state, or federal government agencies, or other civil associations.
3. Information that could compromise active contract negotiation or procurement activities.
   
4. Personal member information, including member financial data and all other member information whose exposure is contrary to Vecinos’ privacy policy.
   

Board members shall store Confidential Information securely and refrain from sharing it outside the Board except on a “need to know” basis. Confidential Information classification shall end when the reasons for keeping it confidential have passed.

AGREED:

_______________________________
Signature

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Printed name

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Date