Code of Professional Conduct

A code that lists topics is a table of contents. This one states obligations in the form a body could adopt and a member could hold it to — drafted from the 83 review points across TASFGA’s 7 review practices, restated as duties rather than questions.

Article 1 — Fiduciary duty

1. A person holding a governance role acts in the interest of the body and its members, not in their own interest and not in the interest of the person who appointed them.
2. Where those interests diverge, the divergence is disclosed in writing to the body before the decision is taken, not after.
3. A person who cannot act disinterestedly on a matter recuses from it, and the recusal is recorded in the minutes with the reason.
4. Duty runs to the body as a whole. It is not owed to a faction, a sponsor, a managing agent, or the person who recruited them.

Article 2 — Financial stewardship

Tested by Audit & Financial Records Review

1. The body presents the supplementary information its reporting framework requires, including information on future major repairs and replacements. Where it is omitted, the omission is stated rather than left to be noticed.
2. The amount budgeted to fund reserves and the amount actually contributed are both reported, and any difference between them is explained in the same document.
3. Where a governing instrument commits a defined sum or percentage to a named fund, a fund of that name exists, and the committed sum is in it.
4. A transfer between operating, reserve, and designated funds is authorised by recorded vote before it is made, and is disclosed in the annual report.
5. The certified annual report reaches members by the deadline the governing instrument or statute sets. Where it will not, members are told before the deadline passes, and told why.
6. A rate increase or special assessment presented as answering a shortfall is not adopted before the figures establishing that shortfall exist.

Article 3 — Election conduct

Tested by Election Conduct Review

1. A member may reach the ballot without the consent of the people currently holding the seats.
2. Challengers and incumbents receive the same space, the same distribution channel, and the same deadline for a statement to members.
3. Eligibility conditions come from the governing instrument, not from a rule the sitting board adopted for the election in front of it.
4. Notice meets the period the governing instrument requires, and the materials a member needs in order to vote accompany it.
5. Proxies are held by someone who is not a candidate, an undirected proxy is not cast for a candidate by default, and the custody arrangement is disclosed with the notice.
6. Any candidate may have an observer present at the count.
7. The minutes record ballots cast, the margin, spoiled ballots, and proxies exercised — not only the winners.
8. A seat filled by appointment rather than by member vote faces an election at the next annual meeting, and the appointment records the authority relied on.

Article 4 — Records

Tested by Records Retention & Access Review

1. The body adopts a written retention schedule, publishes it, and applies it. A record that a member is entitled to inspect is a record the body is obliged to still have.
2. Minutes record motions, movers, votes, abstentions, and dissents. A minute stating only that a meeting occurred and business was discussed does not satisfy this article.
3. Executed agreements, amendments, and change orders are retained together with the approval that authorised them.
4. On the departure of an officer, employee, or managing agent, records, correspondence, and shared drives pass to the body under a written handover inventory.
5. An inspection request is answered within a stated period, and a refusal states its reason in writing.
6. No confidentiality provision, house rule, or portal term is adopted or enforced so as to reach records a statute opens to members.
7. Where a published document is replaced, the superseded version remains obtainable and the replacement is dated.

Article 5 — Procurement integrity

Tested by Procurement Integrity Review

1. The body adopts a value threshold above which competitive quotes are required, and records the quotes it obtained against it.
2. Competing bids price the same scope. Where only one vendor was approached, the reason is recorded and accepted by vote.
3. Any person who recommends a vendor discloses in writing everything they or their firm receive from that vendor — referral fees, rebates, commissions, or reciprocal work — before the award.
4. Fees charged for supervising work are calculated by a method stated in the engagement agreement.
5. Vendors under common ownership or control with an officer, board member, or manager are disclosed as such whenever they are engaged.
6. Cumulative change orders are measured against the original award, and an award that grows past the competitive threshold is re-competed or the decision not to is recorded.
7. Any vendor receiving more than a stated share of annual expenditure is identified in the annual report.

Article 6 — Member speech and non-retaliation

Tested by Member Speech & Retaliation Review

1. A member who asks a question, requests a record, or criticises the body is not thereby subject to enforcement, charge, or loss of service that a similarly placed member would not face.
2. Commencing proceedings against a member requires a recorded vote, taken in the knowledge that the members’ own funds will pay for it.
3. Where the body indemnifies its officers and advances their costs, it discloses that it does so, and discloses whether any equivalent is available to a member it sues.
4. The body states its complaint and allows a cure before imposing a charge or commencing proceedings.
5. Expenditure on proceedings against members appears as its own line in the annual report, not folded into general legal fees.
6. The channel through which members address one another is not moderated by the people those members might wish to criticise, and any removal of a member’s post states the rule relied on.
7. A member may obtain the means to contact other members on the same terms available to incumbents.

Article 7 — Data and payment security

Tested by Data Governance & Payment Security Review

1. An outbound transfer above a stated amount requires approval by two people who are not the same person acting in two roles.
2. A change to a vendor’s payment details is verified through a channel other than the one that requested the change, and the verification is recorded.
3. Whoever reconciles the accounts is not the person who initiates payments.
4. Multi-factor authentication is required on banking, payroll, and email accounts, and the requirement is written down rather than customary.
5. Banking and portal credentials belong to the body. The management agreement states what happens to them on termination, and access is revoked on departure and verified as revoked.
6. The body knows what personal information it and its agent hold about members, and how long it is kept.
7. A payment loss, a breach, or an attempted fraud that succeeded in part is disclosed to members. Concealing a loss to avoid embarrassment is a breach of this article.

Article 8 — Engaging professionals

Tested by Vendor & Professional Credential Review

1. The body satisfies itself what credential the work requires, and that the person engaged holds it.
2. The professional who identifies work does not also perform it, and does not have an affiliate perform it, unless the body records the conflict and its reason for accepting it.
3. A study projecting long-term obligations states its component inventory, remaining useful lives, funding plan, and the assumptions behind them, or it is not relied on.
4. What the professional disclaimed — areas not accessed, testing not performed, records not reviewed — is reported to members alongside the findings.
5. Receipt of a professional report is minuted, and the difference between what it recommended and what was funded is explained.
6. A report identifying a condition dangerous to occupants goes to the relevant authority immediately, and no deliberation postpones that.

Application

1. These articles are drafted to be read across sectors. Where an area of focus needs a narrower duty — what a hospital trustee must disclose differs from what a condominium board member must disclose — it is published as a dated addendum, and the general article continues to apply.
2. An adopting body should adopt by resolution, record the adoption in its minutes, and publish the fact. Adoption that is not visible to members does no work.
3. Any credential TASFGA may grant in future would be conditioned on this Code, and its withdrawal would be the consequence of breach. No credential exists today, and none is offered.
4. This Code is versioned like every other TASFGA document. When an article changes, the version moves and the prior text stays readable. See Methodology.

Draft v1.0, published for criticism. If an article is wrong, unworkable, or would produce a perverse result in a body we have not thought about, that is worth telling us — see Contact. Comments received before the Accountability Council is convened will be put to it.