How to manage board leaks
Wednesday, September 20, 2017
Nothing is more frustrating than making a decision at a board meeting and having members asking for details by day's end. How did members find out about the discussion just hours after the meeting adjourned?
Equally upsetting is a critical discussion at the board table on a sensitive topic only to find out that one of the directors was texting during the meeting and adversaries have received the guarded information.
The boardroom is intended to be a safe place for confidential discussions. Directors are responsible for advancing a mission, fulfilling fiduciary roles and maintaining confidentiality.
Breaching confidentiality might be an innocent slip or a malicious deed. In either case, an association should address persons who speak wrongly outside the boardroom. Consider these approaches:
Official spokesperson: Be sure directors understand that the chief elected officer is the recognized spokesperson. He or she may delegate authority to staff and others to represent the association. But no director, committee or volunteer should assume they have authority to speak on behalf of the organization.
Apparent authority: Apparent authority is a legal principle where persons outside the organization reasonably believe a representative of the association can exercise authority, although it may not have been actually granted. Based upon the principle the association can be bound by the inaccurate statements or commitments made by volunteers.
Corporate law: Directors must understand they are trustees of an organization governed by state law. Authority and limits are prescribed by corporate law. Speaking without explicit authority may be an infraction.
Stick to the script: Directors may be approached with questions from the media, government officials or others who take their word as fact. In that case, stick to a script. Know the mission, goals and official positions of the association. Develop an "elevator speech." Avoid disclosing what should remain confidential.
Duty of loyalty: One of the fiduciary principles is duty of loyalty. The duty has three key components: (1) the director must not use opportunities for personal gain, (2) must avoid engaging in transactions without board approval and (3) must maintain the organization’s confidential information.
Established policy: Document who has authority to speak. A policy may state, "Nobody may usurp the authority of the chief elected officer, or his or her designees, to represent the organization."
Director orientation: Offer directors an annual orientation about responsibilities, relationships and risks. The executive director or an attorney should make it clear who speaks for the association.
Organizational chart: An org-chart depicts lines of communication and hierarchy. Directors should respect lines of communication, recognizing there are persons responsible for certain duties.
Ground rules: Boards often establish ground rules outside the requirements specified in bylaws and policies. The ground rules might include starting on time, respecting volunteers and staff, expectations of guests in attendance, and advising that all discussions and handouts are confidential.
Commitment form: A commitment form for directors is recommended. It requires a signature to affirm understanding of topics such as confidentiality, conflicts of interest and anti-competitive acts.
Agree to disagree: Discussions in board meetings can be robust. Not everyone will agree on the decisions. But the only thing board members should state after the meeting is, "I support the decisions of the board." Opinions should be voiced in the meeting, not after the meeting.
Digital trail: A person who breaches confidentiality by posting on social media or emailing should realize a digital trail exists that will be hard to deny.
Social media posting: Adopt a policy. While directors may post on the association's social media, there should be a policy they may not contradict already approved official votes and positions, and must include a disclaimer that they are expressing their personal opinion and not that of the association.
Stationery: Providing volunteers with stationery or business cards might imply they have full authority to speak for the organization. Adopt a policy on official use of letterhead and an understanding that it may not be used by volunteers, committees and chapters. Most organizations restrict use of letterhead to the staff and do not provide business cards to volunteers.
Board censure: If infractions continue, the board should address the problem. By a motion of the board they may express disapproval or censure the director's behavior.
The most common question among executive directors is how to handle volunteers who disrespect confidentiality. It is the role of the chief elected officer to approach directors who leak information. When and if it is the chief elected officer breaching confidentiality, the executive officers should resolve the problem.
While it is difficult to "fire" a volunteer, there are times when breaching confidentiality and causing risk outweighs the value of a volunteer.
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