On Sat, May 17, 2008 at 1:56 PM, Mike Godwin <mgodwin(a)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.