Conflict Resolution Policy prohibits private discussions between board members

[Guest FDD]

Board members of our assembly are required to sign a Conflict Resolution Policy, which states:

”...Private discussions with other board members regarding administrative concerns is prohibited.”

1. Does RONR address open communication between board members?

2. Under what circumstances, if any, can board members have private discussions with each other, given the Conflict Resolution Policy?

3. Currently, the assembly is planning to hold director elections at its next board meeting (this month) and such elections are contrary to the assembly’s bylaws.

Given my fiduciary duties as a board member, I would like to discuss this pending violation of the bylaws with other board members.  Do my fiduciary duties supersede the Conflict Resolution Policy?

Thank you in advance for sharing your expertise and providing guidance.

 

 

 

 

[Rob Elsman]

I think you need the help of an attorney. It does puzzle me, though, how you thought you would discharge your fiduciary responsibilities by signing an important document that you did not understand. But, as they say, better late than never. Get with an attorney.

[Atul Kapur]

Agreeing with Reelsman, I would suggest starting with the organization's attorney who should be able to advise how your organization interprets the policy.

[Josh Martin]

On 9/8/2019 at 9:48 AM, Guest FDD said:

1. Does RONR address open communication between board members?

No. RONR has no rules concerning what happens outside of meetings.

On 9/8/2019 at 9:48 AM, Guest FDD said:

2. Under what circumstances, if any, can board members have private discussions with each other, given the Conflict Resolution Policy?

Since this involves interpretation of a policy adopted by the board itself, I am inclined to think only the board may answer this question. To the extent that the board members signing the policy may make it in the nature of a contract, it is also a question for an attorney.

On 9/8/2019 at 9:48 AM, Guest FDD said:

3. Currently, the assembly is planning to hold director elections at its next board meeting (this month) and such elections are contrary to the assembly’s bylaws.

Given my fiduciary duties as a board member, I would like to discuss this pending violation of the bylaws with other board members.  Do my fiduciary duties supersede the Conflict Resolution Policy?

I would first note that it is unclear to me whether the policy is applicable in this instance, since I am not certain that elections of board members are an “administrative matter.”

To the extent that the policy is applicable, I would note that “fiduciary duty” is a legal term, not a parliamentary one, and therefore questions regarding whether such duties supersede this policy should be directed to an attorney.

Edited September 9, 2019 at 04:55 PM by Josh Martin