Q:
I have recently joined a board where the executive
director frequently states that all board
meetings, minutes and activities are to be
considered confidential. I thought that we
lived in an era where Sunshine Laws are the
norm and transparency is the watchword of
the day.
A:
This is an important issue that cannot come
down to either/or. There are circumstances
that require transparency and others that
require confidentiality and each organization
must make the right choice at the right time.
While
most nonprofits are not bound by Sunshine
Laws, it behooves all of us to act as if we
were. Between the pressures of the public,
our donors and regulators we are operating
today in an atmosphere that demands transparency.
Financial records and in some case meetings
and minutes must be made public. People want
to feel comfortable that there is no self-dealing
and that there are no improprieties or even
the appearance of such. Even if this were
not our reality, as trustees for the community
we have a moral obligation to ensure our dealings
are aboveboard at all times.
That
being said, if we want our boards to really
grapple with critical issues we expect them
to be honest, expose their feelings and float
ideas that might be unpopular or “out
there.” If they are going to open up
in this manner they must be able to trust
their colleagues that what is said in the
boardroom remains in the boardroom.
Conflict
around issues can be an asset to good decision-making.
It helps a group think through options and
the ramifications of their decisions. But
the benefits are outweighed if someone leaves
a board meeting and comments to outsiders
on differences of opinion or a close vote
because it lessens the power of the final
decision. The revelation of personality clashes
certainly affects the credibility of the board.
And, worse is the sharing of confidential
information such as donor histories or, say
in the case of a clinic, health records. Each
of these has the potential to not only alienate
board members but give the organization a
very public black eye.
In
this specific case we may have a situation
where "confidentiality" is being
used by the executive director as a means
of controlling the board. There is insufficient
information here to determine that. However,
whether or not that is the case, one way of
dealing with this or any board is to have
a policy about confidentiality and to hold
people accountable to that policy. If the
board does not already have one, I suggest
the board make writing a confidentiality policy
a high priority. That way, everyone will know
the limits of "confidentiality"
and the reasons for it. If there is already
such a policy, maybe this individual can review
it to see what the executive director meant
by her/his statement.
