[Foundation-l] Board statement of responsibility

[Anthony]

On Sat, May 17, 2008 at 12:15 PM, Mike Godwin <mgodwin at wikimedia.org> wrote:
> 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'll take your word on that.

> 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.
>
There's a huge difference between revealing confidential information
about a former client and personally criticizing a director, trustee,
or senior officer of that former client.

> 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.
>
I hope you're not implying that I disagree with that statement,
because I don't.  I too would take my fiduciary duties and my ethics
obligations seriously.  And I too think it is quite possible to be
critical in constructive ways without trying to damage other people.
But the way I see it the fiduciary duties and ethics obligations of a
board member include the obligation to speak out against certain
individuals in certain situations, and therefore I would find it
unethical to sign an agreement promising not to speak out should those
certain situations arise.