Anthony writes:

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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.

Thanks for your help.

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.

I think the Board is capable of reaching a consensus about what constitutes the sort of personal attack or personal criticism out to be out-of-bounds. Like all general statements of principle (see, e.g., the U.S. Constitution or the Universal Declaration of Human Rights), the provisions of this Statement will be determined by the Board in application.

Ray writes:

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It's more that the definition of "Trustee" is nuanced -- it means someone who can be trusted to act wisely and in a beneficial way.

If they are so trusted then the proposed document is redundant.

I think you misunderstood the sentence you are commenting on. The idea is that by meeting the Board obligations and responsibilities, a Board member lives up to the meaning of "Trustee."

Sure but the proposed agreement won't help with that. Those who know how to behave will continue to behave well. Those who don't know how to behave can't be stopped.

If what you say here is correct, it is amazing that civilization even exists. :)

The agreement may be grounds for dismissal from the Board, but beyond that it's completely unenforceable.

Right.

I'm afraid that the effect will be quite the opposite. That such a document would be necessary in the first place suggests that a highly distrustful environment already exists on the Board.

Considering that the Board asked for the development of a comprehensive draft, by consensus, I don't follow your reasoning.

When you emphasize the inclusion of the word "personally" three times I suspect a certain level of equivocation.

Your suspicion is misplaced. The focus on "personally" is to ensure that other kinds of criticism are understood to be allowed and even encouraged.

The proposal says what it says, and it seems like the sort of word which in a legal confrontation could be interpreted by both plaintiff and defence to suit their own respective purposes.

Is there any artifact of human language about which this cannot be said?

--Mike