The Resident Ownership Discovery Committee will be hosting additional “Fireside Chats” in the clubhouse ballroom this month.
These are intended to allow MVMCC residents an opportunity to learn more about the four proposals that will be voted on at the first MVC members meeting, currently scheduled for October 24 at 5:30 p.m.
The first session was on Wednesday, October 2. The topics were:
1) a vote to affirm the slate of interim directors for Marin Valley Cooperative
2) approval of three board policies that will govern board operations.
The second meeting originally scheduled for October 10 has been postponed
Topics for this meeting will include:
1) Interim Bylaws for Marin Valley Cooperative, and
2) affirmation of Goldfarb & Lipman as attorneys for the corporation.
Below are the three board policies discussed at the October 2 meeting.
Please take some time to review these and bring your questions to the meeting:
Article I
A Board Member has a duty of good faith, obedience, and loyalty to the Marin Valley Cooperative.
This means that in an official capacity:
✔ A Board Member must act in the Co-op’s best interests.
✔ A Board Member may not use their position for personal gain or to give advantage to their
friends, family, or business associates.
✔ A Board Member must serve the interests of all members fairly and impartially and is
accountable to the members of the Co-op.
✔ A Board Member has a duty to act within the boundaries of his or her authority as defined in
the Articles of Incorporation, Bylaws, and policies of the Co-op.
✔ A Board Member has a duty to participate in the operations of the Co-op
✔ A Board Member’s authority is limited to those acts that are transacted during the course of
a duly called meeting of the Board of Directors with a quorum present, unless specifically
empowered to act outside a meeting by the Board, policies, or regular requirements of their office.
✔ A Board Member has a duty to disclose every personal conflict of interest to the Co-op.
Article II
A Board Member has a duty to use care when carrying out official acts.
This means that in an official capacity:
✔ A Board Member is required to act honestly, with the care that a sensible person in a similar
position would use under similar circumstances.
✔ A Board Member should do their best to keep apprised of legislation or regulations that
affect the Co-opand advocate that the Co-op comply with applicable laws, codes, bylaws,
contracts, budget, and occupancy agreements to which the Co-op is bound.
✔ A Board Member should seek the advice of experts in areas of competence in which that
Director has not been trained.
✔ A Board Member is entitled to rely on legal opinions, financial statements, and other
information related to matters that the Board Member reasonably believes to be accurate.
Article III
Board and Committee Members have a duty to hold confidential information learned while
performing official duties.
This means that in an official capacity:
✔ A Board Member may not divulge or otherwise use for personal gain any personal
information learned during the performance of official duties as a Board Member.
✔ A Board Member must hold confidential all matters involving the Co-op until such time as
there has been general disclosure of that information.
✔ Board and Committee Members must be authorized by the Board before having access to
the personal files, credit or financial records of a member or applicant.
✔ Board and Committee Members have a duty to protect the confidentiality of information
learned during the applicant screening process and information learned during executive
session.
✔ Board and Committee Members must not reveal confidential bidding information from
contractors or provide unauthorized information to bidders about the review of the bids.
The Board of Directors Code of Ethics is adapted and used with permission from the National Association of
Housing Cooperatives.
____________________________________________________________
Signature
Marin Valley Cooperative, Inc.
Conflict of Interest Policy
A conflict of interest is defined as a financial interest or an employment relationship that may, or
may appear to, differ from the best interests of the Marin Valley Cooperative, Inc. (“Cooperative”).
For the purposes of this policy, a transaction is deemed to present a conflict if it might present a
financial or other benefit to a Member or Director or to the person’s family, business associate(s) or
employer.
This policy statement discourages, but does not prohibit, the existence of conflicts of interest. The
policy does, however, require the Members or Board of Directors of the Cooperative to consciously
act on any identified conflicts of interest and to determine what is in the best interest of the
Cooperative without the interested Member or Director present. Where conflicts are permitted
regarding any business relationship, such relationships shall be at competitive fees.
Duty to Disclose
Any possible conflict of interest on the part of any Member or Director of the ROC shall be
disclosed in writing to the Membership or Board of Directors, depending on which group is voting
on the matter, and established on the record in the meeting minutes.
Contracts
Members may receive compensation for their freely executed contracts approved by the Board or
Membership as the case may require, so long as the contract is approved in compliance with this
Conflict of Interest Policy. Board of Directors shall not be allowed to contract with the ROC/Coop for services at any time.
Voting Requirements
If the contract involving a Member or Director exceeds $100 but is less than $1000 in any fiscal year,
a vote of the Board of Directors, with the involved Member neither taking part in the deliberation
nor voting, is required for approval. Any Member or Director having had a similar conflict of
interest in the last 12 months should likewise not participate.
If the transaction is $1000 or greater, a majority vote of the Members present at a regularly
scheduled or special meeting of the Membership where a quorum has been established, is needed to
approve the transaction, with the involved Member not present and not voting.
Notice of the transaction shall appear as a note in the Annual Financial Statement of the ROC.
Reimbursed Expenses
Directors serve without compensation, but are entitled to reasonable reimbursement for expenses
paid while conducting legitimate ROC business. Any expenses incurred must have prior approval by
the Board of Directors. Receipts must accompany all requests for reimbursement.
This policy was approved and adopted on ________, 20____.
The foregoing is a true and accurate account, attested by,
_____________________
Secretary
Conflict of Interest Disclosure Form
Please complete the following disclosure. If you have any questions, please contact the President of
the Board of Directors.
Name: _____________________________
ROC Position or Office, if any: _________________________
Please check where appropriate:
____ I have no conflicts of interest with the ROC
____ While I believe I have no conflicts of interest, I am concerned or it has been suggested
that the following may appear to be a conflict of interest:
________________________________________________________________________
________________________________________________________
I have the following conflict(s) of interest
________________________________________________________________________
_________________________________________________________________
Member/Director Signature: _________________________________Date ___/___/___
Membership/Board (circle one) action on this disclosure of ___/____/_____ was as follows:
_____________________________________________________________
The foregoing is attested and received by __________________ (Secretary) on ___/___/___
Procurement Policy
The following policies and procedures shall be followed when a ROC
purchases equipment, materials, supplies, property, or services from an outside source.
I. General Policy
A. No Conflict of Interest. All Directors, employees, or agents who participate in the selection
or acceptance of a contract for equipment, materials, supplies, or services must comply with
the ROC’s Conflict of Interest Policy. No Director, employee, or agent will participate in
the selection or acceptance of a contract involving a conflict of interest without full
disclosure of the conflict or potential conflict to and the approval of the Board. Conflict of
interest includes situations in which the employee, family member, or Board Member,
Director, agent, or family member of the Director or agent has a material financial interest in
the business or individual selected for the contract.
B. No Purchase of Items for Personal Use. No Director, employee, or agent shall participate
in the selection or acceptance of a contract for equipment, materials, supplies, or services for
personal use.
C. No Receipt of Gratuities. No Director, employee, or agent shall solicit or accept gratuities,
favors, or anything of value from contractors, potential contractors, or parties to agreements
with the ROC.
D. No Purchase of Items Not Approved in the Budget. No Director, employee, or agent
shall solicit or accept for any equipment, materials, supplies, or services that have not been
approved by the Board of Directors in the annual budget without prior approval of the Board.
E. Document Cost Analysis. The ROC shall conduct a cost analysis and document the
analysis in the procurement files in conjunction with every purchase, which may include but
is not limited to an internet search, calling several retailers, comparison of retailer
advertisements, etc. The procurement file should include a justification for the lack of
competition if competitive bids or offers are not obtained.
F. Contract with Winning Bidder. If a contract is competitively bid, the ROC will enter into
a contract with the winning bidder that specifies the equipment, materials, supplies, property,
or services to be purchased and the payment terms.
G. Evaluate Each Contractor. The ROC will evaluate each contractor at the completion of
each contract. The evaluation will be utilized to make decisions to award future contracts.
II. Acquisition Procedure
The ROC will conduct all procurement transactions in a manner that maximizes opportunities,
increases quality, and reduces the cost of purchase. The ROC reserves the right to reject any bids or
offers, if deemed to be in its best interest.
A. Pricing Procedures. One of the following procurement procedures shall be utilized for
all purchases of equipment, materials, supplies, property, or services involving amounts
over $ 1,000:
1. Open Market Inquiry: The ROC will inquire in the open market to ensure an
advantageous price and quality. The file shall document the inquiries made and
offers received.
2. Request for Competitive Quotes: The ROC will request competitive quotes,
orally or in writing, from at least three different sources. The file shall document
each invitation made and offer received.
3. Formal Proposal Procedure: The ROC will solicit competitive responses through
a formal bid procedure. Bids will remain sealed until the time designated in the
proposal. All requests for proposals shall contain the phrase “Equal Opportunity Employer”.
B. Document Prices. The ROC shall maintain files on all quotations solicited and offers
or bids received and any criteria for selection. In all instances in which the lowest bid is
not awarded in the contract, justification for the selection must be contained in the file.
C. Board Approval of Purchases. The Board of Directors must approve purchases over $1,000.
D. Two Signatories on Checks. There must be two approved signatories on all checks for
funds withdrawn from an MVC bank account.
III. Property and Equipment Policy
When purchasing property (both real estate and equipment), the following procedures must be
followed:
Title in the Name of the ROC: All property purchased belongs to the ROC and title vests
with the ROC.
Property Inventory: A list of all property owned by the ROC shall be kept showing the
type of property, identification number, original cost, and depreciated value. The
inventory list must be completed at the time of purchase and annually at the end of the
ROC’s fiscal year.
Insurance Coverage: The ROC will maintain insurance coverage for all property owned by
the ROC and maintain documentation of each policy in a safe deposit box, locked filing
cabinet or fireproof box
This policy was approved and adopted on ______________, 20____.
The foregoing is a true and accurate account, attested by,
________________________, Secretary