NEW YORK (CNNMoney.com) -- To: Patricia Dunn, chairman of the board, Hewlett-Packard

Dear Ms. Dunn,

Outraged? Get more ...

Are you lying ... or incompetent?

I ask this as respectfully as possible. And since you aren't taking phone calls, I figured I'd just write you a letter. You see, I'm a little confused by the latest turn of events in this Hewlett-Packard board shakedown story. Okay, a lot confused. It started out simple enough: You didn't like boardroom chats about the outgoing CEO getting into the press, so you asked for an investigation. It was done, you got the results, and you tried to get the leaker off the board.

Now, of course, it turns out that the investigation went a little overboard and involved getting phone records of board members and journalists under false pretenses. Still pretty easy to follow, despite the intricate debate about what's legal versus what's ethical.

But this latest statement from H-P, the one saying you had no knowledge of the tactics used to investigate leaks about boardroom discussions to reporters. How can that be? I'm trying to figure out how the discussion went. Was it like this? ...

Corporate minion: Ms. Dunn, we have the results of the leak investigation you asked for.

You (Ms. Dunn): Okay, who did it?

Minion: It was George Keyworth.

Here's where the conversation gets tricky, right. Because I'm pretty sure anyone in your place would have said ...

You (Ms. Dunn): How do you know?

And then the minion would have had to tell you. Unless, of course, he or she gave you one of those knowing looks and said ...

Minion: You don't want to know (wink, wink).

You (Ms. Dunn): Ohhhhhh .... Okay.

In this day and age of Sarbanes-Oxley, that is exactly what a proper board member is NOT supposed to say. It's the kind of thing that started the whole corporate governance debate. Like this ...

CEO: We made our numbers this quarter.

You (Ms. Dunn): That's great. How'd you do it?

CEO: You don't want to know (knowing look ...wink, wink).

At Enron, WorldCom, Tyco ... this type of conversation probably happened in one way or another. It shouldn't happen anymore.

So which is it? You are either lying now and did actually know what was going on with the phone records ... or the whole corporate upheaval of the past three years totally blew by you. The latter would mean, of course, you are exactly the type of director a publicly traded company like H-P (Charts) shouldn't have.

Lying or incompetent? Either way, like others have said, you should resign.

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Allen Wastler is Managing Editor of CNNMoney.com and appears on CNN's "In the Money." He can be emailed at wastlerswanderings.com