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for Board of Directors
Ocean Pines Association, Inc.

WHEREAS, the Directors (individually "Director") of the Ocean Pines Association, Inc., a not-for-profit Maryland Homeowners Association ("Association"); set the policy of the Association, and oversee the administration thereof;

NOW THEREFORE, in order to ensure Directors perform their duties, as set forth in the Restated Articles of Incorporation and the By-laws of the Association, ethically and honorably, it is

HEREBY RESOLVED by the Board of Directors of the Association on the date hereinafter subscribed: that the following Code of Conduct for Directors of the Association is adopted and in effect from said date forward.

1. CANDIDATE ENDORSEMENT. A Director may not make, or display, any form of endorsement of any candidate(s) for the office of Director of the Association at any official meeting of the Directors.

2. CAUSE. Proven violations of this Code of Conduct shall constitute "cause" for removal as Director.

3. CONFIDENTIALITY. A Director will keep confidential all privileged information gained by virtue of his or her office, howsoever derived. Exceptions to this policy may only be made by a majority vote of the Directors, unless legally mandated.

4. CONFLICT OF INTEREST. Directors will not use their office to recommend, or require, the Association to deal with contractors, suppliers, or vendors with whom the Directors have any financial, family, business or personal relationship. A Director shall disclose any such relationship upon taking office, or upon such a relationship subsequently arising.

5. COURTESY. Directors shall exhibit courtesy and respect at all times for each other, all employees and members of the Association.

6. EMPLOYMENT. Upon the expiration of a Director's term of office or upon resignation or removal, a Director may not accept employment of any kind; consulting fees, or any other form of remuneration from contractors, suppliers, or vendors who received $25,000 or more in business from the Association during the Director's last year in office. A Director may not seek, apply for, or accept any form of employment or consulting fees from the Association for a period of two years after leaving office. This provision may be waived by a majority vote of the Directors given during regular or special meetings of the Board and where full disclosure of the type of employment or consulting arrangement and the full financial impact on the Association has been made at least three weeks prior to that meeting.

7. GRATUITIES. A Director will not accept gifts, entertainment, meals, alcoholic beverages, or other favors of any kind, from existing or prospective contractors, suppliers of services, or vendors of the Association, or their employees that exceed a value of $25.00. Any of the foregoing is to be immediately reported to all other Directors for appropriate action.

8. FAIR DEALING.  A Director will not take unfair advantage of the Association, its customers, employees, members, or suppliers by any means, including, but not limited to, abuse of privileged information, concealment, or misrepresentation of facts known only to Directors, and will promote fair dealing by the Association, and its employees, with same.

9. FUNDS AND PROPERTY OF ASSOCIATION. A Director will not accept or utilize any funds or property of the Association for personal purposes including, but not limited to, free food or drink of any nature, at anytime, from any amenity, club or facility of the Association, except where necessary during official meetings of the Directors which extend through customary mealtimes, or when the Directors host meal related functions in pursuance of Association business, or good will.

10. OBJECTIVITY. Directors will not misrepresent any fact in order to achieve any measure of financial gain, or political objective, for themselves, or any business that they or their family (to the 5th degree of consanguinity) or business associates may benefit from in any way except as provided in paragraph 4. All decisions by Directors must be made in the best interests of the Association and its members.

11. VIOLATIONS. Violations of this Code of Conduct shall be reported to the President or Vice President of the Association, as appropriate, unless they are the subject of such report, by any member of the Association, or to other Directors who are not also accused of being in violation of this Code of Conduct.
a. All reported violations of this Code of Conduct will be investigated, in the order in which they are reported, by the Association's legal counsel who shall take evidence from accuser and accused alike, and recommend a course of action to the other Directors. All investigations of alleged violations of this Code will be conducted in accordance with the Maryland Rules of Evidence in effect at the time of such investigation.
b. A Director charged with a violation of this Code of Conduct will have the right to question his or her accuser(s), avail himself or herself of the records of the Association, be presented with all evidence against himself or herself at least fifteen days prior to any hearing on the charges, and be presumed innocent until and unless found by the Board to be guilty of the charges made against him or her.

IN WITNESS WHEREOF, the undersigned have set their hands,
this day of 200-.
Attest: Ocean Pines Association, Inc.
Secretary President

Uploaded: 2/6/2006