Conflict of Interest Agreement

[Guest Bob Smith (Obviously not)]

The president of our organization is mandating that each Director sign a Conflict of Interest Form preventing them from discussing any and all club business with anyone outside of the organization. This has never happened with any other Board or President and I depend on some of my outside contacts for their unbiased opinions that help me make important decisions concerning the organization. Can I refuse to sign such form and still sit on the Board??

[J. J.]

The president of our organization is mandating that each Director sign a Conflict of Interest Form preventing them from discussing any and all club business with anyone outside of the organization. This has never happened with any other Board or President and I depend on some of my outside contacts for their unbiased opinions that help me make important decisions concerning the organization. Can I refuse to sign such form and still sit on the Board??

Unless some rule requires you to sign, yes, you could continue to sit.

[Kim Goldsworthy]

The president of our organization is mandating that each Director sign a Conflict of Interest Form preventing them from discussing any and all club business with anyone outside of the organization.

Oh, really?

And what gives this so-called president such authority?

Who died and made him king?

This has never happened with any other Board or President and I depend on some of my outside contacts for their unbiased opinions that help me make important decisions concerning the organization.

Can I refuse to sign such form and still sit on the Board??

Yes, you are free to refuse to sign whatever form from whatever any individual wishes you to sign.

Yes, your refusal to sign a form HAS NOTHING TO DO with whether you sit on a board or not.

I am assuming that you have no superior conflicting rule.

Do you?

And does your president have any authority regarding "forms" and "signing" and "kicking people off boards"?

[Gary Novosielski]

Unless some rule requires you to sign, yes, you could continue to sit.

The president on his own authority can't order any such thing. I wonder whether even a majority vote of the Board would be sufficient to limit a member's basic rights to such a degree. It may be that a rule preventing someone from holding office absent such an agreement would need to be in the nature of a bylaw. But I'd be interested in other opinions on that.

But since such an order would affect matters outside of the context of a meeting, then except for the mechanics of passing it (or defending against passage) it begins to range beyond the normal bounds of RONR.

And frankly it's a little creepy. What you're describing is more of a Nondisclosure Agreement than a Conflict of Interest Agreement. In fact, if a group has Interests which Conflict so thoroughly with all the rest of society that business of any kind would be in potential conflict, then it is probably an illegal enterprise to begin with.

[Tim Wynn]

Can I refuse to sign such form and still sit on the Board??

Well, is that a requirement to serving on the board (according to your organization's rules)? It's not a requirement in RONR, nor does RONR give the president power to make such rules.

I knew a Bob Smith, once. Obviously, you're not he.

[Tim Wynn]

And frankly it's a little creepy. What you're describing is more of a Nondisclosure Agreement than a Conflict of Interest Agreement. In fact, if a group has Interests which Conflict so thoroughly with all the rest of society that business of any kind would be in potential conflict, then it is probably an illegal enterprise to begin with.

A creepy, illegal enterprise demanding secrecy? Unheard of!

[Josh Martin]

The president on his own authority can't order any such thing. I wonder whether even a majority vote of the Board would be sufficient to limit a member's basic rights to such a degree. It may be that a rule preventing someone from holding office absent such an agreement would need to be in the nature of a bylaw. But I'd be interested in other opinions on that.

A rule placing a requirement on office for the board would certainly need to be in the Bylaws. It would, however, be proper for the general membership to adopt a rule requiring board members to sign such an agreement, and then handle disciplinary actions on a case-by-case basis. The board could not adopt or enforce such a rule without authorization from the Bylaws or the membership. There is no basic right for members to speak with non-members under parliamentary law. Many societies limit members' ability to discuss the business of the society with non-members, and not necessarily because of illicit dealings. The issue here is not the content of the order but the person issuing it. The President has no authority to issue such an order under RONR. Any such authority would have to be derived from the organization's Bylaws.

[Guest Bob Smith (Obviously not)]

I found it a little creepy myself. Thanks for all your input