The provincial chapter (affiliate) of your professional or industry association has just selected you as its representative on the board of its national association. You’re informed at your first meeting of the national board, that the Canada Corporations Act obliges you to act ‘in the best interests of the national organization’. But your provincial organization expects you to represent its interests in discussions at the national level. You wonder whether you’re stuck in a perpetual conflict of interest. How do you balance the legitimate expectations of the ‘constituency’ that selected you with the ‘duty of loyalty’ to the national body?

This is a catch-22 inherent to any model of governance in which individual or organizational ‘constituents’ select representatives to a governing body that is accountable to multiple stakeholders. You ask, to start: “What really is a ‘conflict of interest’?”

It may be defined, for the purpose of this discussion, as “a situation in which the organization you ‘represent’ may benefit, financially or otherwise, from decisions that you influence the national board to take, in a manner disproportionate to the benefits that might accrue to other constituent members of the national body.” This is distinct from a personal conflict of interest from which you might personally benefit…the subject of another discussion.

One of the most critical ways that board members add value to an organization is in mediating between it and its members, constituents or stakeholders…commonly referred to in organizational research as ‘boundary spanning’. It means representing (informing, educating, advocating) the organization’s interests to its constituents, constituent interests to the organization, and mediating between them.

The next question that you might ask is: “Okay, so what hat do I wear when, and on what issues?” Well, try this on and see if it fits!

Association boards (like all others) have a ‘duty of due diligence’ to seek as much information as possible about an issue before making a decision on the matter. As a representative of an affiliate member, you have an obligation to present both facts and perceptions on behalf of that organization and to declare which hat (constituents or board) you’re wearing when contributing to the discussions. However, when the hour of decision arrives, it’s your responsibility to cast your vote on what you consider to be ‘in the best interests of the national body’ regardless of its impact on your particular constituents. If you can’t do that, then you’re obliged to declare a conflict of interest and abstain from both discussions and voting.

This is a delicate balance that requires both diplomacy and integrity.

Mel Gill is president of Synergy Associates, Consultants in Governance and Organizational Development, and the author of Governing for Results: A Director’s Guide to Good Governance. Contact him at mel.gill@synergyassociates.ca.

Note: This article first appeared in the CSAE Volunteer Newsletter, Aug/Sept 2005 and is reprinted with permission from the author.