in·teg·ri·ty [in téggritee] noun
[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. References 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. Sample
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