[Foundation-l] Board statement of responsibility

[Anthony]

On Sat, May 17, 2008 at 1:56 PM, Mike Godwin <mgodwin at wikimedia.org> wrote:
> 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.
>
I'd say you're going about that all wrong, then.

>> 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.
>
I'd agree, for some definition of "personal attacks".  But then, I'm
still not sure a contractual agreement is a good way to ensure such
"personal attacks" are avoided.  Maybe if you can come up with a good
objective definition of "personal attacks" I could be convinced to
change my mind.  But even then I'm not sure.