[Foundation-l] Board statement of responsibility

[Mike Godwin]

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