Anthony writes:

Are you really barred from all personal criticism of the Foundation or its members *for a period of three (or more) years following your departure*, merely by being an attorney?

I'm barred from doing so for far longer than three years. Essentially, it's an obligation forever. (There are some exceptions under the legal codes of ethics, but they're very narrow -- e.g., you get to criticize a former client if there's a fee dispute.)

I would be a very poor lawyer indeed if you, as a client or employer, couldn't trust me not to use your conversations with me against you someday.

The obligations of Board members, who have access to lots of confidential information, are similar, although less onerous, even under the proposed draft document.

In any case, you won't catch me complaining about my ethical obligations -- to me they are so obviously constructive and conducive to criticism and robust discussion that I see them as an unalloyed benefit and not as a burden. But, then, my view is shaped by the fact I've been involved in public-interest corporate entities for almost 30 years, and I've had a long time to observe how organizations work when board members treat one another well, and how they don't work when board members seek to damage one another or the staff or the enterprise or the community.

I don't think that's true, but even if it is, you get paid for this. The board members, on the other hand, don't get paid anything.

Being paid has nothing to do with it. Even if I were unpaid, these obligations would apply to me. They're a function of my profession, and not of any employment agreement.

I think one of the things that is often hard for some people to accept is that with authority comes responsibility. (This is one of the things you have to learn if you want to be a good lawyer.) I know that some people would like to have a Board or staff position that allows them to do anything they want and never to have any obligation to treat anyone else humanely. To me that's an irresponsible position.

If I were seeking election to the Board of Trustees, or to any board of any corporation, I would take my responsibilities as a board member seriously, including its fiduciary duties, and including its ethics obligations. I think it is quite possible to be critical in constructive ways about the Foundation and its projects without trying to damage other people. I'm saddened to hear that some people disagree.

--Mike