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There are many theories about organizations that are mutually inconsistent with each other, which explain phenomena to very similar extents. Most of them ignore the ethical dimension completely. In this paper I put forth the basic principles for a theory of decision-making in organizations, which integrates ethics in the core of the theory. It is based on the work of Juan Antonio Pérez López [1991, Teoría de la Acción humana en las organizaciones (Ediciones Rialp, Madrid), 1993, Fundamentos de la Dirección de Empresas (Ediciones Rialp, Madrid)] and is essentially a humanistic view of the interrelationships between people and its implications for organizational decision-making. I will first show that in any relationship between two people, the learning of the two is crucial for such a relationship to last; and then I will expand on the different aspects of that learning. This analysis will then be applied to the organizational context as a basis for organizational decision-making. Second, it applies the previous analysis to the organizational context as a basis for organizational decision making, showing how any decision in an organization needs to be analyzed on the basis of three criteria (short-run effectiveness, development of distinctive competence, and unity and identification with the organization) and how ethics is included in the last two. [PUBLICATION ABSTRACT]