The Board of Directors’ ethical resolution work continues
Following the recent repeal of the B-08 guidelines, potential revisions are currently under consideration.
By Greg Ellison
(July 8, 2021) Deadlines remain unclear to revise guidelines for ethics complaints against sitting directors after Ocean Pines’ board of directors voted unanimously last month to repeal the resolution B-08.
In May, Director Frank Daly introduced a motion to rescind the resolution regarding the ethics and conduct of board members and officers. The measure was adopted at second reading by the board of directors on June 16.
“It was the poster child of unintended consequences,” Daly said.
Originally approved in 2018, resolution B-08 was moved by director Dr Colette Horn and approved by a 5 to 1 vote against then director Slobodan Trendic.
“It was well intentioned from day one, but the application is extremely difficult,” he said.
Although the measure was established to deal with actions between directors or association staff, it was difficult to apply from a practical standpoint, Daly said.
“When you consider all the things that could happen… and that have happened, it’s good to get rid of it,” he said.
In total, three B-08 complaints were filed following the adoption of the resolutions: one was filed in February against Association President Larry Perrone by Colby Phillips, another was filed last November involving the Managing Director John Viola and Director Tom Janasek, and in 2019 former OPA Human Resources Director Nate Douty, filed a complaint that resulted in a wrongful dismissal lawsuit.
Speaking this week, Daly said in the three instances where B-08 proceedings took place, “one… or both parties didn’t think it was fair.
“When you go into a process, if someone complains, it’s unfair… then I think it’s time to get a new process,” he said.
Aspects that troubled Daly regarding Resolution B-08 included limited public disclosure, as well as the lack of detailed information on how to draft complaints and conduct investigations.
Daly said a board working group is developing a revamped version of the B-08 procedure to improve elements of public disclosure, among other things.
“There are a whole lot of things that need to be explained in great detail,” he said.
Daly said an initial consideration should be which parties are eligible to file ethics or conduct complaints.
“What exactly would a complaint look like and by whom should it be written,” he said.
Items involving public disclosures include who would investigate the complaint and which parties would be interviewed.
Daly has reservations about whether the task force can produce an amended resolution that will be practical and effective.
“He would have to tackle a lot of things that I don’t think… are realistic and that he can solve,” he said. “If they come up with something, I will definitely consider it.”
Daly reiterated an earlier criticism that the B-08 complaints created an additional level of procedure already covered by existing regulations.
“This is simply below what I consider a fair and equitable right [and] easy to understand process, ”he said. “All three times we’ve had problems with that.”