One of the legal duties of a board member is the Duty of Loyalty: The duty of loyalty is a standard of faithfulness; a board member must give undivided allegiance when making decisions affecting the organization. A Board of Trustees is supposed to be an independent group of thinkers representing the community served who pledges allegiance to the mission of the organization.
By definition, in the presence of a conflict of interest, loyalty and allegiance are challenged.  Click here for a sample Conflict of Interest policy that helps address this complex conversation.