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Possibility of code of conduct proposal raises debate on board

OCEAN PINES—A discussion on a possible proposal to reinstitute a code of conduct for the Ocean Pines Association Board of Directors set off a firestorm of debate during the Dec. 4 work session.
Director Terri Mohr distributed background material for a motion governing board members’ conduct that she planned to reintroduce during the Dec. 18 board meeting.
Her action led Director Jack Collins to ask what problem precipitated her proposal and said that that such a code could place the board in a “straight jacket.”
When Mohr explained that the board used to have a code, Collins acknowledged that fact, but said the board at that time voted to remove it because it was divisive and created conflict among the members
Director Marty Clarke pointed out that the association’s bylaws already governs the resignation and removal of directors and that the same document “was used against me a year ago.”
 But he later added that if a code of conduct were to be adopted by the board it should include additional guidance such as requiring directors to exercise their due diligence responsibilities, such as reading contracts before voting to approve them.
Mohr contended that a reinstituted code would address specific areas such as confidentiality, conflicts of interest, courtesy, employment, gratuities, fair dealing and the board’s fiduciary and management responsibilities.
She said her proposal is “pretty generally accepted principles and guidelines of conduct.” She added that some residents had suggested that there should be a conduct code for committees as well.
Pete Gomsak said it was not unusual for corporate and organizational boards to adopt their own codes of conduct to provide guidance for individual members.
However, resident Joe Reynolds said in the OPA board in November 2005 had proposed a code of conduct as an attempt to control the actions of one former director. Reynolds added that in 2007 former Director Ray Unger proposed eliminating the code because critics said it was being enforced selectively, and the rest of the board agreed.
Reynolds called the proposal “A trip down the worse part of memory lane” and urged the board not to consider it.
He said it was intended to go after “that man right there,” referring to Clarke, who has been an outspoken critic of several board and administration actions.
Mohr acknowledged Reynolds’ concerns, but said many residents continually refer to the history of the board’s actions as a good thing. “While history is a great teacher for us,” she said, “It is not the present.”
OPA President Tom Terry said the intent for the proposal would not be to eliminate someone on the board, which he said would be the last reason to have it.
Whether the board will pursue the matter will depend on what happens on Dec. 18.