- Joined
- Jun 8, 2005
- Messages
- 1,092
- Reaction score
- 350
- Location
- Mercer Island WA
- Resorts Owned
- Pahio Kauai Beach Villas, Pahio Shearwater
The following resolution was adopted by the Board of Directors on January 21, 2019. The formatting has been changed to assure readability in TUG text, but the wording is unchanged. The attached pdf contains the original formatting.
Guidance for directors when posting in the KBV IOA PS forum
1) Regarding campaign threads for BOD election, the only limit on participation is compliance with Code of Ethics with the understanding that directors may explain why they voted against duly adopted board decisions whose implementation they subsequently supported.
2) The following applies when the thread is to be started by a BOD member and is not a BOD election campaign thread:
a) If initiation of the thread is related to the implementation of an adopted resolution and posting about it in the forum was discussed by BOD then it is okay to proceed; if it was not discussed then coordinate via email with BOD before initiating thread.
b) If initiation of the thread is intended to solicit Owner input for a subject scheduled to be discussed at a future BOD meeting then communicate via email with other BOD members and resort management prior to posting first thread.
c) If the intended thread is unrelated to governance or management of the resort and merely a subject of personal interest then it is okay as long as it is clearly stated to be a personal interest with no board involvement.
3) This following applies when the thread was not started by a BOD member and is not a BOD election campaign thread:
a) If the thread involves an undecided matter under consideration by the BOD then:
i) If the BOD has established a communication plan for this topic then follow it
ii) If there is an apparent need for a response from the BOD and we don’t have a communication plan, then determine if the positions in the thread are clear.
(1) If they are then as appropriate compose a summary for BOD consideration or send message to BOD recommending all BOD read the thread.
(2) If they are not then it is okay to ask questions of clarification but do not engage in defending or explaining a position that is not yet a BOD decision; once clarity is achieved, as appropriate, compose a summary to share with the BOD or send message to BOD recommending all BOD read the thread.
b) If the thread involves a recently adopted BOD resolution then:
i) Is there an agreement (regardless whether formal or informal) among BOD and resort manager about a communication plan?
(1) If yes then follow the plan
(2) If no then
(a) It is okay to post statements addressing questions of clarification about the resolution.
(b) It is okay to seek clarification about owner statements of concern or disagreement with duly adopted resolution.
(c) It is okay to state facts about the adopted resolution and reference draft minutes that have been available long enough for BOD to request corrections (if approved minutes are not yet available) but do not share unapproved draft minutes in their entirety.
(d) It is best to avoid debate with owners (i.e. avoid advocacy) about adopted resolutions until BOD has a communication plan / statement.
ii) If the thread introduces relevant facts not previously known to the BOD that might have or should have had material impact on the language of the resolution then alert the BOD.
c) If the thread involves a potentially important matter about which you were previously unaware that to your knowledge has not been discussed within the BOD then it is okay to engage in the thread with the aim of clarifying the issue(s) while not committing to any action by the BOD. It is okay to express an opinion about the issues as long as it is clearly expressed that it is a personal opinion and not a board position.
d) If the thread is primarily about things Kauai and/or unrelated to the current business of the resort then it is okay to participate and express opinions as long as care is taken to clarify that personal opinions are not official BOD positions.
Guidance for directors when posting in the KBV IOA PS forum
1) Regarding campaign threads for BOD election, the only limit on participation is compliance with Code of Ethics with the understanding that directors may explain why they voted against duly adopted board decisions whose implementation they subsequently supported.
2) The following applies when the thread is to be started by a BOD member and is not a BOD election campaign thread:
a) If initiation of the thread is related to the implementation of an adopted resolution and posting about it in the forum was discussed by BOD then it is okay to proceed; if it was not discussed then coordinate via email with BOD before initiating thread.
b) If initiation of the thread is intended to solicit Owner input for a subject scheduled to be discussed at a future BOD meeting then communicate via email with other BOD members and resort management prior to posting first thread.
c) If the intended thread is unrelated to governance or management of the resort and merely a subject of personal interest then it is okay as long as it is clearly stated to be a personal interest with no board involvement.
3) This following applies when the thread was not started by a BOD member and is not a BOD election campaign thread:
a) If the thread involves an undecided matter under consideration by the BOD then:
i) If the BOD has established a communication plan for this topic then follow it
ii) If there is an apparent need for a response from the BOD and we don’t have a communication plan, then determine if the positions in the thread are clear.
(1) If they are then as appropriate compose a summary for BOD consideration or send message to BOD recommending all BOD read the thread.
(2) If they are not then it is okay to ask questions of clarification but do not engage in defending or explaining a position that is not yet a BOD decision; once clarity is achieved, as appropriate, compose a summary to share with the BOD or send message to BOD recommending all BOD read the thread.
b) If the thread involves a recently adopted BOD resolution then:
i) Is there an agreement (regardless whether formal or informal) among BOD and resort manager about a communication plan?
(1) If yes then follow the plan
(2) If no then
(a) It is okay to post statements addressing questions of clarification about the resolution.
(b) It is okay to seek clarification about owner statements of concern or disagreement with duly adopted resolution.
(c) It is okay to state facts about the adopted resolution and reference draft minutes that have been available long enough for BOD to request corrections (if approved minutes are not yet available) but do not share unapproved draft minutes in their entirety.
(d) It is best to avoid debate with owners (i.e. avoid advocacy) about adopted resolutions until BOD has a communication plan / statement.
ii) If the thread introduces relevant facts not previously known to the BOD that might have or should have had material impact on the language of the resolution then alert the BOD.
c) If the thread involves a potentially important matter about which you were previously unaware that to your knowledge has not been discussed within the BOD then it is okay to engage in the thread with the aim of clarifying the issue(s) while not committing to any action by the BOD. It is okay to express an opinion about the issues as long as it is clearly expressed that it is a personal opinion and not a board position.
d) If the thread is primarily about things Kauai and/or unrelated to the current business of the resort then it is okay to participate and express opinions as long as care is taken to clarify that personal opinions are not official BOD positions.
