[Foundation-l] Future board meeting (5-7 april 08)

[Jussi-Ville Heiskanen]

On 4/11/08, Michael Snow <wikipedia at verizon.net> wrote:
> Delirium wrote:
> > 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.
>
> --Michael Snow

I genuinely haven't read or thought much about how these
non-disparagement things operate, but just for information,
a point of order, if you may; how would the non-disparagement
thing mesh with the thing we have in relation to whistle-blowers?

Do I understand it correctly, that the whistle-blower  protection
is in terms of immediate and confidential informing of somebody,
(who?) of serious misdeeds, and not something that would
protect someone who took their time to make their protestations
and did it without confidentiality, in a manner that it would lead
to a public out-cry that was harmful to the mission, but would
not help to redress the issue itself in any way, because of
the public nature of the speech and/or the time elapsed after
the purported misdeed?

Jussi-Ville Heiskanen, ~ [[User:Cimon Avaro]]