A board breach of confidentiality: Hewlett-Packard? No. a case study from the nonprofit sector that has helpful lessons on taming the troublesome board member.

• Author: Kissman, Katha
• Position: BOARD DYNAMICS

TROUBLESOME BEHAVIORS of board members are tricky. No two situations are alike and each case can have layers of complexity that contribute to the overall negative effect. What may start out as short-term troubling behaviors can become chronic troublesome behaviors.

Addressing troubling behavior in a timely manner can make the difference between troubling and troublesome. And understanding the root of troublesome behaviors is critical to finding the best way to change or overcome the situation. Some of these behaviors can be managed to save the person's seat on the board. Some simply cannot, and should not, be managed, and action to remove a board member should be taken as quickly as possible.

Serving dual interests

A conflict of interest occurs when a board member has a professional or personal interest that interferes with his or her independent decision making. These types of actual conflicts of interest prevent board members from fulfilling their duty of loyalty to the organization--placing the wellness of the organization above other considerations. Perceived conflicts of interest, if not addressed, generate an appearance of impropriety that can ultimately lower the public's confidence in the organization. It is up to the board to be sensitive to this perception and determine how to deal with it.

Conflicts of interest may spawn many different kinds of troublesome behaviors that must be addressed in an open and transparent manner. Some or all of these measures could be taken to prevent the behaviors from forming:

* Maintain a clearly stated and comprehensive conflict-of-interest policy that is distributed, reviewed, and signed annually by each board member, along with a process for disclosure. All board members need to be properly educated to understand what conflicts of interest are, how to disclose potential conflicts appropriately, and the consequences for not doing so.

* Maintain a clearly stated and comprehensive code of ethics that is distributed, reviewed, and signed annually by each board member.

* It should be made absolutely clear to all board members from day one that they are there to serve the interests of the organization, not themselves or anyone else related to the cause. If it becomes apparent that someone is there for the wrong reasons, he or she must be given a choice to either leave the board or commit for the right reasons.

* Be sure the bylaws cover contingencies for board member removal (such as the failure to maintain confidentiality--as discussed below).

* The governance committee should consider occasional leadership development activities around loyalty to mission and duty of care.

Case study: Failure to maintain confidentiality

Behavior Definition: When a member of the board fails to maintain the best interests of the organization by publicly sharing aspects of organizational business that legally and ethically require nondisclosure.

This troublesome...