in·teg·ri·ty [in téggritee]
[15th century. Via Old French from Latin integritas , from integer “whole.”]
Pursuant to the duty of obedience, directors of nonprofit organizations may not deviate from their duty to fulfill the particular purposes for which the organization was created. Thus a nonprofit board's job starts with putting into words why the organization exists and what it hopes to accomplish. Successful boards, understanding their accountability to community and membership needs, give voice to the enduring values, stories, and aspirations that shape the organization. They translate these elements into a compelling articulation of mission, vision, and core values that guides major decisions and everyday activities. To survive in a changing world, organizations must be focused and flexible. Successful boards take community and membership needs into account when making decisions. Such boards treat questions of mission, vision, and core values not as exercises to be done once, but as statements of crucial importance to be drilled down and folded into deliberations.
A board's fundamental task is to ensure that the organization operates legally and ethically. Ethics and compliance exist in a deep-seated partnership, reinforcing each other. Ethics elevates compliance to a noble purpose, and compliance grounds ethics in the practical realities of day-to-day work. Creating an organization that encourages exemplary conduct is the most effective way of preventing misconduct. Successful boards make certain that an explicit set of ethical values and standards have been candidly discussed, established, and clearly communicated to stakeholders of the organization. Successful boards make vigorous oversight the norm. They ensure that internal controls and oversight mechanisms are established and implemented by management.
Board independence, a preeminent goal for corporate governance, is often narrowly defined by a list of tangible qualifiers. Compliance alone does not ensure good governance. More important is independent-mindedness, the ability to put the organization's purpose and interests first; to establish a collective point of view separate from that of the president, executive director, staff, and board members; and to set aside personal agendas. A collective point of view does not mean a few individuals doing what they feel currently is in the best interest of the organization, but board members and delegates furthering the organizations purpose consistent with an approved plan that is focused by the wishes of the membership.
By law, boards must adhere to the duty of loyalty, which requires that board members exercise their authority in the organization's best interests. Occasionally, situations occur in which board members have a duality of interests, reflecting allegiances to multiple entities. Successful nonprofit boards handle these situations through a conflict-of-interest policy that includes guidelines for disclosure, review, and recusal; have conflict-of-interest statements signed annually by board members and other individuals with decision-making power; and rigorously adhere to these procedures.
Successful boards recognize that independence depends as much on a frame of mind as on a set of circumstances. Their members do not allow their actions to be unduly influenced by loyalty to the president, executive director or by personal friends, political allies, fellow board members, staff, or donors. Instead, they rely on competitive process combined with thorough deliberation to uncover all facets of an issue and then distill the memberships’ as well as their peers’ perspectives into an autonomous and educated opinion.
To build a collective culture of independence, successful boards establish policies, processes, and norms that reinforce independent and ethical decision making. In collaboration with the executive director, they interact purposefully with staff and outside stakeholders to gather information in pursuit of objectivity. Such objectivity is nurtured by seeking diversity on the board in terms of personal and professional backgrounds and experiences, and by welcoming and consulting differing voices and an array of perspectives. During recruitment or election, organizations avoid board members who have intrinsic conflicts of interest that cannot be managed.
Successful boards also encourage open debate that focuses on what is best for the organization, relying on input from the membership tempered by board members' collective wisdom as well as independent third party review. Ultimately it must be institutionalized that while serving as a nonprofit board member, ones’ duty is to differentiate and subjugate ones’ personal interest or personal opinion in order to maintain undivided allegiance to the interests of the organization.
The membership of the USCF has a right to trust that their elected board members will serve with integrity and conduct the organization’s business without the specter of conflicts of interest. Only as long as there is compliance backed with real consequences or sanctions for a board members’ partisan or self-serving behavior can such trust exist.
Microsoft® Encarta® Reference Library 2005. © 1993-2004 Microsoft Corporation.
Legal Responsibilities of Nonprofit Boards. © 2003 BoardSource.
THE SOURCE12. © 2005 BoardSource.
Managing Conflicts of Interest. © 2001 BoardSource.