[Foundation-l] Board statement of responsibility

[Mike Godwin]

SJ writes:

> I am curious about the extension of this clause to all affiliates  
> and their
> top tier of staff...   That also seems like it's quite strong, but  
> perhaps
> the definition of 'affiliate' is similarly nuanced?  SJ

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 a Board member chose, for example, to say something personally  
derogatory about Florence (for example) to the chapters, that not only  
damages Florence, but also the Foundation's relationship with the  
chapters.  It turns out to be better for everyone if Board members  
believe their obligation is to frame their criticisms constructively  
rather than as personal attacks.

Anthony writes:

> 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.

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.

> 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.

I think there are other ways to express disagreement besides engaging  
in personal attacks, and I further believe that avoiding personal  
attacks not only serves fiduciary and ethical obligations better but  
also creates an atmosphere in which more people feel free to be  
critical in constructive ways.


--Mike