On Sat, May 17, 2008 at 1:56 PM, Mike Godwin mgodwin@wikimedia.org wrote:
Anthony writes:
There's a huge difference between revealing confidential information about a former client and personally criticizing a director, trustee, or senior officer of that former client.
I think perhaps I wasn't clear -- nondisparagement is not the same thing as honoring confidentiality (although there may be overlap). What we want to do is give good people the maximum incentive (a) to become contributing members of the Board of Trustees, (b) to be critical of Foundation operations and policies while serving as a Board member, and (c) not to be "chilled" from fully contributing out of concern that disagreement will lead to being personally attacked by other Board members.
I'd say you're going about that all wrong, then.
But the way I see it the fiduciary duties and ethics obligations of a board member include the obligation to speak out against certain individuals in certain situations, and therefore I would find it unethical to sign an agreement promising not to speak out should those certain situations arise.
I think there are other ways to express disagreement besides engaging in personal attacks, and I further believe that avoiding personal attacks not only serves fiduciary and ethical obligations better but also creates an atmosphere in which more people feel free to be critical in constructive ways.
I'd agree, for some definition of "personal attacks". But then, I'm still not sure a contractual agreement is a good way to ensure such "personal attacks" are avoided. Maybe if you can come up with a good objective definition of "personal attacks" I could be convinced to change my mind. But even then I'm not sure.