Hi Reader,

Have you established a written Code of Conduct in your organization?

Generally, a company's prescription for acceptable behavior is too vague if it's written at all.

Get started now to spell it out more clearly to avoid a potentially colossal screwup.

I wonder if you've paid attention to the supremely vague terms used across the organizational landscape in feeble attempts to define acceptable behavior and conduct in the workplace.
How about this phrase?

“Conduct unbecoming ..."

If you served in the military (40 million Americans have), you may have heard this phrase from the clenched teeth of a military JAG officer ("Judge Advocate General," the legal arm of the U.S. military) – about the same time you learned that “Crystal” is a perfectly apt response to “Are we clear?”

Throughout my service as a U.S. Army officer, this phrase was constantly refreshed as the highest standard that applies to the official actions of military officers.

How Do Organizations Define Acceptable Behavior?

The complete phrase that identifies "conduct unbecoming" is contained in Article 133 of the Uniform Code of Military Justice (UCMJ):

If you have some difficulty associating an officer of the Armed Forces with being a “gentleman,” it may be because soldiers are more easily seen as “warriors." The term “gentleman” is more often associated with a three-piece suit, courtly manners and a snifter of cognac in hand.

Be assured, however, that the U.S. Military takes it very seriously.

How Do You Deal with the Misadventures of Your Colleagues?

Why do I bring this up?

Almost every day, I see executives wrestling with the misadventures and ethical shortcomings of employees and fellow executives.

They witness embarrassing infractions and misguided actions that are unacceptable to them, yet they don’t neatly fit within a simple “don’t lie, cheat or steal” framework.

I'm sure you realize that in the digital world we inhabit, these breaches can become even more important – and damaging – when a momentary lapse quickly becomes a public embarrassment. Such escapades have brought companies to their knees – or their deaths.

And yes, it's more difficult to monitor and control in a distributed organization with people working from everywhere outside the office.

We Humanoids have an Unlimited Repertoire of Misbehavior

The vagaries of human behavior are boundless, and because they are equally unpredictable, we struggle to erect the appropriate guardrails to define acceptable conduct.

The results are a plethora of vague invocations that rhyme with something that doesn’t pass the “smell test” … or “I’ll know it when I see it."

The challenge is that for a code of conduct, we understand the spirit far better than the letter.

“We Deem Ourselves Insecure”?

This is a perfect analogy from my earlier CFO days where we constantly tussled with our bankers over a similarly fuzzy phrase like conduct unbecoming.

After wrangling over all of the detailed affirmative and negative covenants in a loan document, one final covenant was always present.

This final provision represented the bank's attempt to capture any other violation they hadn't enumerated or thought of … with words something like ...

... which would open the door to a loan default based on the bank's evaluation of just about anything they thought deemed themselves insecure.

We spent hours trying to define it and why the multi-page list of covenants was insufficient without what – to borrow the words Winston Churchill once applied to Russia as ...

Our Prescriptions are Vague

By now, you can see why phrases like “deemed insecure” and the “smell test” are blood brothers of “conduct unbecoming," can’t you?

The military tries to minimize this uncertainty by attempting to define “conduct unbecoming”.

It refers, for example, to

What Moral Attributes Do Officers & Gentlemen Have in Common?

The UCMJ also identifies certain moral attributes common to the ideal officer and the perfect gentleman,

These are high but painfully imprecise standards to be sure. Some of those attributes are obvious …

• knowingly making a false statement,
• cheating on an exam, or
• being drunk and disorderly in a public place.

But, What About “Moral Turpitude”?

Another frequently invoked phrase relates to “moral turpitude”

The UCMJ continues its attempt to define "conduct unbecoming" ...

You’ll find many efforts to define moral turpitude, but that phrase also struggles to clearly describe the boundaries of acceptable behavior.

In general, the phrase includes conduct contrary to community standards of justice, honesty or good morals … and legally, refers more harshly to actions with an inherent quality of

What you're seeing by now is how difficult it is to come up with unarguable language to define unacceptable conduct or behavior.

But, don't let that deter you from establishing an enforceable Code of Conduct.

While it's certainly not ideal, even by defaulting to a shorthand phrase like “conduct unbecoming,” you’ll likely raise the bar simply by making people aware that the standards of acceptable conduct are important … and you’re paying attention.

You’ll also find that most people know what you mean despite its indeterminate boundaries.

Draft a Written Code of Conduct to Make it Clearer

Why not consider drafting a code of conduct to reinforce the values that your organization holds dear?

While it isn’t easy to come up with a clear, unequivocal and enforceable standard, working at it will send the message:

Even if your reach exceeds your grasp, embracing a higher standard of ethical conduct will encourage your colleagues to raise their own.

Everybody wins.

Question: Have you made any effort to create a Code of Conduct for your organization?

How would you answer that?

You can share your thoughts by simply responding to this email. I'll consolidate those comments – anonymously – and share them in a future Newsletter.