Right of directors to share feelings outside board?
Dear Dinosaur: Board directors of our organization want to express their individuality and share their honest feelings with others outside of the board when they were not in agreement with the vote. When they do, those impacted by the vote feel hurt, disappointed, or pushed out. It seems that we are setting up a rift between the “voice” of the board and the rights of individual directors. Where is the line of what can be reasonably shared?
Answer: In a private nonprofit organization, the line is drawn when trouble and strife result from actions of individual directors.
As readers know, it is the final board vote that matters, not the views of individuals leading up to it. Also, a situation like this could stifle internal board conversation for fear that words said, however kindly intended and honest, may be shared beyond the board in an unknown and personal context.
We recommend that nonprofit boards require that discussion and voting on delicate issues, particularly pertaining to individuals, grants, awards, etc., must be conducted in executive session, and that the opinions of those involved may not be discussed outside of executive session. (The whole question is different for bodies subject to sunshine laws, of course.) If such a policy is passed, directors are bound to follow it by their duty of obedience.
See our article:
Dear Dinosaur provides simple, practical answers to questions about Robert’s Rules and parliamentary procedure. Send your questions to Dear Dinosaur here. Our answers are based on Robert’s Rules of Order, Newly Revised, 12th edition. As always, nothing in this post constitutes legal or business advice. For specific issues, seek a qualified authority.
Thank you for your response. While the answer was directed to a private board I can only assume that it also applies to a public board as well. The executive session as I see it is an alternate platform for those who disagree with the majority, provides an excellent vent for the disagreeing party..
Have a good day Ann.
Al Smith, Aberdeen
Hi Al, thank you for this message. It’s important to note that for public bodies, there are only a few subjects that may be considered in executive session, as defined by the Revised Code of Washington. So it is a bit different than for private boards. Good to hear from you! Ann