The Century Park Villas Board of Directors (BOD) mission statement is quite simple:   

CREDO

PROFESSIONAL COMPETENCE:  BOD members should undertake only those responsibilities and assignments that s/he can reasonably expect to perform with professional competence.  As professional competence is directly proportional to knowledge, BOD members must have a sound working knowledge of §718 as well as the Declaration of Condominium, Articles of Incorporation, By-Laws and the Rules and Regulations, hereinafter referred to as the Covenants

DUE DILIGENCE:   BOD members should exercise due professional diligence in the performance of his/her duties.  A BOD member ought not knowingly circumvent any requirement as prescribed in the Covenants as long as these Covenants are in accordance with (IAW) and consistent Florida Statutes and/or local ordinances.

PLANNING AND SUPERVISION: BOD members should adequately plan, prepare, and perform all of his or her assigned duties in a timely manner.

BOARD MEETING CONDUCT:  All board members should conduct themselves IAW Robert’s Rules of Order at all open and closed meetings, and to participate in those convened meetings in an officerly and business-like manner. 

STANDARDS ENFORCEMENT: All BOD members should rigidly adhere to the Covenants, and they shall be applied equally, impartially, and consistently to everyone and in the absence of passion or prejudice .   

PROFESSIONAL COURTESY:  In the conduct of Association business, all BOD members should exhibit the highest degree of professional courtesy.  Such professional courtesy must include, but not limited to BOD membership interpersonal relations, BOD membership and employee(s) interpersonal relations, and during the conduct of contractual relationships between contractors, vendors, and suppliers, and employees.

INTEGRITY AND OBJECTIVITY:  A board member shall not knowingly make an untrue statement of any material fact or knowingly fail to state a material fact in order to achieve any measure of personal gain for him or herself, or any affiliated vendor from which s/he may benefit.  All decisions and representations shall be made with the best interests of the association in mind.

GRATUITIES:  Recognized that vendors and/or suppliers often consider reasonable gifts and entertainment as an accepted business practice without any intent to influence the judgment of a BOD member.  However, it should be the policy of the BOD to prohibit the acceptance by its members of gifts, entertainment, or other favors from existing or prospective contractors, vendors, or suppliers.  Cash gifts of any amount are unacceptable.  Gifts of a normal value and are personal nature given as a token of friendship or special occasions such as Christmas, a job promotion, or length-of-service award are acceptable.  If this gift, entertainment, or other favor received suggests to a disinterested third party the BOD member may be influenced in the conduct of the Association's business with the donor, such a practice does not meet this standards.

USE OF ASSOCIATION FUNDS: No board member may use any funds being held for Association business for personal use.  All Association funds shall be completely segregated, and not commingled with any BOD member's funds.

RELATED ENTITIES:  Any obligation to a company or an individual that is related, married, or cohabitating with a BOD member must be disclosed to the association.  This disclosure must be made in writing and approved by the Association for the BOD member to remain active.

CONFLICTS OF INTEREST:  No board member, or employee of a board member, shall use his/her position to enhance his/her own financial status through recommendation of vendors, suppliers, or contractors that may compensate a gratuity to the member or employee.  Additionally, any situation that may appear as a conflict of interest must be disclosed in writing to the BOD at the earliest opportunity.  Any transactions with related parties must be fully disclosed to the Association, and the appropriate abstention must be noted in the minutes on all discussion and voting relating to the perceived conflict of interest.  Further, §617.0832):

1.   No contract or other transaction between a corporation and one or more of its directors or any other corporation, firm, association, or entity in which one or more of its directors are directors or officers or are financially interested shall be either void or voidable because of such relationship or interest, because such director or directors are present at the meeting of the board of directors or a committee thereof which authorizes, approves, or ratifies such contract or transaction, or because his or her or their votes are counted for such purpose, if:

a.   The fact of such relationship or interest is disclosed or known to the board of directors or committee which authorizes, approves, or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors;

b.   The fact of such relationship or interest is disclosed or known to the members entitled to vote on such contract or transaction, if any, and they authorize, approve, or ratify it by vote or written consent; or

c.   The contract or transaction is fair and reasonable as to the corporation at the time it is authorized by the board, a committee, or the members.

2.   For purposes of paragraph (1) (a) only, a conflict-of-interest transaction is authorized, approved, or ratified if it receives the affirmative vote of a majority of the directors on the board of directors, or on the committee, who have no relationship or interest in the transaction described in subsection (1), but a transaction may not be authorized, approved, or ratified under this section by a single director.  If a majority of the directors who have no relationship or interest in the transaction vote to authorize, approve, or ratify the transaction, a quorum is present for the purpose of taking action under this section.  The presence of, or a vote cast by, a director having a relationship or interest in the transaction does not affect the validity of any action taken under paragraph (1) (a) if the transaction is otherwise authorized, approved, or ratified as provided in subsection (1), but such presence or vote of such a director may be counted for purposes of determining whether the transaction is approved under other sections of this chapter.

3.   For purposes of paragraph (1) (b), a conflict-of-interest transaction is authorized, approved, or ratified if it receives the vote of a majority in interest of the members entitled to vote under this subsection.  A director who has a relationship or interest in the transaction described in subsection (1) may not vote to determine whether to authorize, approve, or ratify a conflict-of-interest transaction under paragraph (1) (b).  However, the vote of that director is counted in determining whether the transaction is approved under other sections of this chapter.  A majority in interest of the members entitled to vote on the transaction under this subsection constitutes a quorum for the purpose of taking action under this section.  As used in this subsection, the term “majority in interest” refers to a majority of the voting shares or other voting units allotted to the members.

 


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