Do Nonprofit & Trustee Boards Need A Conflict of Interest ‘Parliamentarian”? –Second in a series of two.

By Eugene Fram

There is ample news about conflict of interest on nonprofit and trustee boards. Based on several decades of board experience, I can’t remember a single instance where the topic has become a material issue. However, Google, taking only .29 seconds, lists over about 422,000 placements, related solely to nonprofit and trustee boards.

Why is my experience so different? Is it because my board colleagues had noted conflicts of interest, but were overlooking them? Is it a problematic subject that can create intra-board hostility and directors try to avoid hostility? Is it because the topic is not well defined? Is it because, like at Penn State, there is a subtle culture that feared the organization would be harmed if such issues surfaced?

Many boards have elected parliamentarians who “rule” on ambiguous board procedures. Would more conflict of interest topics surface if one person on the board became an “expert” on the topic and has an obligation to place potential conflict of issue matters on the agenda? They can be matters that h/she has noticed or others have noticed, especially those who want anonymity, but they sincerely want clarification of a situation, such as having the Executive Director’s son being employed for summer assistance?

Finding a person to assume the responsibility will be difficult because of the problematic characteristics of the position. However, it might be wise to experiment with such a board person on boards that have had to resolve material conflict of interest issues and to determine the impact of having one director assume such responsibility to resolve conflict of interest issues early.