[Foundation-l] Board statement of responsibility

[Ray Saintonge]

Mike Godwin wrote:
> 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 they are so trusted then the proposed document is redundant.
> 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.
>   
Sure but the proposed agreement won't help with that.  Those who know 
how to behave will continue to behave well.  Those who don't know how to 
behave can't be stopped.  The agreement may be grounds for dismissal 
from the Board, but beyond that it's completely unenforceable.
> 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'm afraid that the effect will be quite the opposite.  That such a 
document would be necessary in the first place suggests that a highly 
distrustful environment already exists on the Board.  We can't be sure 
who is at odds with whom, but it is evidence that something is wrong in 
the senset of "Where there's smoke there's fire
>> 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.
Nobody is arguing in support of personal attacks, though there is a wide 
range in what people will consider to be a personal attack.  When you 
emphasize the inclusion of the word "personally" three times I suspect a 
certain level of equivocation.  The proposal says what it says, and it 
seems like the sort of word which in a legal confrontation could be 
interpreted by both plaintiff and defence to suit their own respective 
purposes.

Ec