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How to Create and Maintain a Culture of Ethics
CENTER ONLINE, 01/24/2013

Creating a code of conduct is just the start for an ethical association. A truly ethical association has leadership that models ethical behavior and is alert to gray areas.

Your association has adopted all the right documents: bylaws, antitrust policy, anti-harassment policy, trademark policy, employee handbook, even a conflict-of-interest statement. But is the spirit of those documents—at its core, a recitation of not only legal but ethical norms—integrated into your culture? Is it modeled and lived throughout your association, starting at its pinnacle, the boardroom?

There is general consensus on what ethical behavior is. For instance, our organization, the U.S. Green Building Council, has adopted seven Guiding Principles, and ASAE has articulated six Core Ethical Standards. At its most fundamental, ethics consists of two core aspirations: to live truthfully and to deal fairly with others.

Many association boards have adopted similar statements, whether as standards of conduct or as part of a conflict-of-interest statement. However, such documents usually focus on fiduciary responsibility and alignment with mission. It's easier to focus on what is enforceable (directors' fiduciary responsibility) than good ethical conduct, which is aspirational and much more challenging to define, much less measure. Even when such ethical expectations are more detailed, rarely answered is the ethics quandary: What is the right way to proceed?

Creating an Ethical Culture

There's a natural evolution to associations that endeavor to create a culture of ethical conduct. First, compliance policies are adopted. Then, consequences for violations are emphasized. Next, formal education and training is introduced. The result, when successful, is a shared expectation of good ethical conduct.

The first step, then, is to draft a written code of conduct. This code is improved when it includes real-life examples, both cautionary and inspirational. The board—or at least a subset of the board—should be involved in writing and updating the code, to make it their own. The next step is to educate the association's board and senior staff about the code, and the values inherent in it.

Associations can start with a "scared straight" approach, confronting directors with all the possible legal consequences, which then could evolve in subsequent iterations into an interactive training that features scenarios both simple and nuanced, dealing with legal and ethical challenges, and ultimately it could settle into an annual refresher.

As boards work to establish the expectation of ethical conduct, the use of the threat of exposure and sanctions or removal is one approach to consider. But the effectiveness of such "disciplining" may be limited to addressing individual situations. In the long run, it is crucial to establish an environment where self-reporting of mistakes and violations is greeted with gratitude, not retaliation. When leadership at the highest level demands the delivery of bad news as the basis for candid discussion rather than to assign blame, the result will be greater transparency and accountability at alllevels of the organization.

Mindful Modeling and Gray Areas

Ethics needs to be lived and modeled daily by the organization's leadership. Leaders are always models, but intentional modeling—mindful modeling—of good ethical behavior is crucial. As Albert Schweitzer observed, "Example is not the main thing in influencing others, it is the only thing." In addition to "walking the talk" themselves, board members would do well to consider the character of individuals when identifying and recruiting new directors to help ensure an ongoing, institutionalized commitment to operating at the "over and above" standard.

Boards often are reluctant to call out one of their own, particularly if the conduct in question is not clearly illegal. Boards and individual directors may feel torn between protecting the association's reputation and mission and taking courageous, necessary action. Board members need to be encouraged—and to encourage each other—to be bold.

An example may illustrate: An outspoken board member, whose position necessitates working closely with a staff member, repeatedly shares negative opinions about the CEO and other staff members, despite the objection of the staff member. Feeling increasingly uncomfortable and awkward about bringing the matter to the attention of the CEO, the staff member brings the matter to the board's personnel committee.

One approach could be to recommend removal of the staff member from working with the board member. Such a solution would protect the staff member from future confidences and shut down an awkward situation. However, the outcome is, in effect, a punishment for the staff member and a missed opportunity to educate a board member.

Alternatively, the personnel committee or board chair could clarify expectations for conduct with the board member and ensure that all board members understand expectations. If there is an ongoing problem with this board member, then additional measures could be contemplated, such as asking the board member to resign her position. In this way, the staff member is not punished, and at least an attempt is made to spare any loss of face on the part of the board member.

The best of ethics is to act when it is more immediately advantageous to not act, to require review when it's easier to be silent, to demand focus on the future rather than the short term, and to try to protect the good of all (as most broadly encompassed) rather than to protect a singular interest. If ethics were easy to define or easy to act on, it would be settled into statute. But it is the challenge of context and the imperative of leadership to live it and nurture it daily so your association's core values are at once obvious and defining.

Jennifer K. Druliner is director, governance, and Susan E. Dorn is general counsel for the U.S. Green Building Council. Email: jdruliner@usgbc.org, sdorn@usgbc.org

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