[Foundation-l] Future board meeting (5-7 april 08)
wikipedia at verizon.net
Fri Apr 11 07:29:35 UTC 2008
> Michael Snow wrote:
>> In the meantime, with or without a
>> non-disparagement agreement, board members still have a fiduciary
>> obligation to always act in the best interests of the organization.
> What is actually the point of all of this legal posturing? Does the
> Wikimedia Foundation seriously intend to ever sue a member of its Board
> of Directors solely for saying disparaging things about it? Would that
> *ever* be the right thing to do? I can think of very few cases where a
> decision to do so would not itself be a breach of fiduciary duty,
> basically sinking the organization by destroying its public goodwill and
> donation stream.
Disparagement and breach of fiduciary duty could well overlap, that was
exactly my point. But that doesn't help with a situation where somebody
has left the organization and the fiduciary obligation has ended. The
agreement would be designed to remain in force for a time after the
period of service has ended.
I agree that in most cases the foundation would not want to enforce this
in court. The odds of any given contract becoming the basis of a lawsuit
are very slim. But the fact that it would be a contract belies the
one-sided analysis I'm seeing so far. Contracts, of course, require a
mutual obligation, so the idea is that Wikimedia would not be allowed to
disparage former board members either. That as much as the reverse is
the reason officers and employees might sign such an agreement, since it
allows them to protect their personal reputation and future
employability. I trust people don't want the foundation to have that
kind of threat hanging over those who decide to move on.
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