The Role of the Board and Ethics

Minnesota Hospital AssociationJanuary, 2011

Topics We Will Cover

• Board Duties

• Defining Ethics

• Reducing Ethical Dilemmas

• Managing Conflicts of Interest

• Ethical Challenges

Nonprofit Boards - Three Duties

• Duty of care: – actively participate in organizational planning and decision-

making– make sound and informed judgments

• Duty of loyalty: – put the interests of the nonprofit before any personal or

professional concerns– avoid potential conflicts of interest

• Duty of obedience: – ensure that the organization complies with all applicable federal,

state, and local laws and regulations– remains committed to its established mission

Ethics – A Defining Conundrum

Definition one:

“The branch of philosophy concerned with evaluating human action. Some distinguish ethics, what is right or wrong based on reason, from morals, what is considered right or wrong behavior based on social custom.”

Definition two:

“Ethics may be defined as the actions an individual takes on himself to ensure his continued survival across the dynamics. It is a personal thing. When one is ethical, it is something he does himself by his own choice.”

Ethics is Not Easy

• Ethics is all about the gray areas

• Ethics is not about good vs. evil– Choosing between good things– Choosing between bad things

Reducing Ethical Dilemmas

• The organization should have good policies and procedures in all areas of governance, management, and operations

• The organization must follow the policies

• Leaders must set a good example

• Reward others for setting a good example

• Keep policies and practices updated

Conflicts of Interest

• Conflicts are almost inevitable

• A conflict is not necessarily illegal

• Conflicts must be disclosed in writing

• Conflicts must be managed through policy

Some Board Ethical Situations

• Board selection and membership

• Employing the CEO

• Contracts

• Fundraising

Board Selection and Membership

• Board recruitment policies

• Board terms and term limits

• Board and board member assessment

Ethical challenge:

Board members who are related to each other

Selecting, Compensating, and Evaluating the CEO

• Board-led processes

• Including third-party data and experts

• Standard processes and written instruments

• Dependable schedule

Ethical challenge:

The “dream candidate”

Contracts

• Arms-length written bid processes

• Advance disclosure of potential conflicts of interest by vendors & suppliers as well as board and managers

Ethical challenge:

The car dealer/board member

Fundraising

• Avoid incentive compensation for fundraising – staff or volunteers

• Discuss ethics of major gifts with donors before the gift is given

Ethical challenges:

1. The producer

2. Bad gifts and the boards that ask for them

Thank You!

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