2022 Atlanta Board of Trustees Meeting

Ethics Committee complaint involving a board member giving a presentation at a competing organization

Original complaint:

The original complaint regarded an OMA board member who gave a presentation at a competing organization. There was a concern regarding a conflict of interest (COI) and that the OMA was being harmed by giving away intellectual property to the competing organization. Since this was the first referral to the Ethics Committee and it involved a board member, every effort was made to adhere to the rules outlined in the Ethics Committee Charter document. The Ethics Committee, composed of Doris Munoz, Beth Mayzyck and me, Carl Knopke met with Jim Wilson and Teresa Fraker. In this initial meeting, it was revealed that the event in question was disclosed in a BOT email thread. This disclosure seemed to mitigate the concern regarding COI that the complainant was concerned about. It was decided then by the Ethics Committee to interview the complainant. I met with Jim and the complainant remotely. When the complainant was interviewed and it was revealed that there was disclosure of this event to the board, the complaint was changed from one made against an individual to a complaint made against OMA, the organization. The complainant felt that the organization may have made the wrong decision in allowing the presentation to move forward. It was decided that the complaint needed to move forward but the essence of the complaint is to loyalty while serving on the board. The standing question was whether board members should have a duty of loyalty to the organization that they serve and should not have dual loyalties. This is especially the case if a board member is performing a function that could hurt the OMA in a financial, reputational, educational, or other negative way by the action of participating with a competing organization.

Analysis:

The two central questions are, do board members have a special loyalty to the organization while serving on the board and, is this loyalty breached by participation in a competing organization ’s function?

The board installation script contains the following lines:

“ With the prestige of office comes the responsibility to represent all interests of the membership. And in providing leadership, you offer yourself as a servant for your colleagues and associates. … And that you will safeguard the best interest of the members and the public we serve? ”

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