[Foundation-l] Board statement of responsibility

[Anthony]

On Sun, May 18, 2008 at 12:21 PM, Mike Godwin <mgodwin at wikimedia.org> wrote:
> Anthony writes:
>> It says "criticize", but you are interpreting it as meaning "attack".
>> These words do not mean the same thing.
>
> I do, however, believe the locutions "personally criticize" and
> "personally attack" are synonymous.  This does not entail that I
> believe "criticize" and "attack" are synonymous.  (Similarly, I don't
> believe that "lightning" means the same thing in "lightning storm" and
> "lightning bug.")
>
Well, were you and I both parties to this agreement the simple
solution then would be to simply change the word "criticize" to
"attack".  Since neither of us are, I'll leave it at that and assume
that those who are parties to the agreement will figure out what to
do.

One thing you didn't answer is what does it mean to "personally
criticize/attack" "the Foundation"?  And why should the board members
include personal attacks/criticisms of outside parties in the first
place?  Your other comments have clarified that the agreement of
employees is separate from the agreement among board members.  So why
should personal attacks/criticisms of anyone but current/former board
members be included in the agreement?

>> True.  There's clearly consideration, but I wouldn't consider it
>> adequate, certainly not in the case of a board member who is going to
>> be gone in a few months anyway, and therefore won't be subject to any
>> of the protections at that time (the non-disparagement clause does not
>> protect former trustees).
>
> That's incorrect. The Foundation agrees to not to personally criticize
> a Board member "during the same time period," which is defined earlier
> in the provision as "during their terms on the Board and for three
> years thereafter."  The provision defines a coterminous mutual
> obligation.
>
Touche.  Upon rereading this, you are indeed correct.

> As to your suggested changes in wording, feel free to make those
> recommendations to the Board. Again, it's worth keeping in mind that
> the drafting of this Statement was done at Board request.
>
That definitely surprises me.  How exactly did the Board make such a request?