Standing Commitees

[greglu]

Hello all,

first time post.

The Chair of the board has asked me (also a board member) if I can share a draft technology strategy document with the rest of the board so they can see the approach that I am taking taking with this document. The Executive Director who sits at the board meetings does not want the document shared but the Chair is asking that the 9 member board have access to it. The Executive Director works for and is managed by the board.

My question is: can I share this document

Cheers

Greg

[Gary Novosielski]

Hello all,

first time post.

Welcome!

The Chair of the board has asked me (also a board member) if I can share a draft technology strategy document with the rest of the board so they can see the approach that I am taking taking with this document. The Executive Director who sits at the board meetings does not want the document shared but the Chair is asking that the 9 member board have access to it. The Executive Director works for and is managed by the board.

My question is: can I share this document

Going out on a limb and presuming that Standing Committees have something to do with this:

Is this draft document the product of some deliberations being done in committee?

If so, then absent a Discharge vote or some time limit stated in the committee's charge, it should be up to the committee itself, by majority vote, to decide if the document, viz., the Report of the committee, is ready for release at this time. The board may instruct the committee to prepare a progress report, but a single member (chairman or not) has no such authority.

It would be inappropriate for you, as a member of the committee, to leak its documents to others without the consent of the committee.

[Edit: My opinion would be the same even if you are working on this document alone, as a committee "of one".

[Josh Martin]

[Edit: My opinion would be the same even if you are working on this document alone, as a committee "of one".

Although in that case, obtaining the support of a majority of the committee should be rather simple.

My question is: can I share this document

Nothing in RONR would prohibit it, but see Mr. Novosielski's post if he is correct that you are working on this as part of a committee.

Either way, it's not up to the Chair or the Executive Director unless the Bylaws grant them such authority.

[Gary Novosielski]

[Edit: My opinion would be the same even if you are working on this document alone, as a committee "of one".

Although in that case, obtaining the support of a majority of the committee should be rather simple.

Not necessarily. Majority support could be denied on the objection of but a single member!

[Josh Martin]

Not necessarily. Majority support could be denied on the objection of but a single member!

Well, I've been under the impression so far that Greg is in favor of releasing the document, since he asked if he could, not if he had to, but I could be wrong.

[Kim Goldsworthy]

The Chair of the board has asked me (also a board member)

if I can share a draft technology strategy document

with the rest of the board so they can see the approach that I am taking taking with this document.

It isn't up to the CHAIRMAN.

When/If the board itself (not one individual board member) votes to order the document produced, then you are to produce the document.

The Executive Director who sits at the board meetings

does not want the document shared

but the Chair is asking that the 9 member board have access to it.

The Executive Director works for and is managed by the board.

What an employee wants (i.e., your Executive Director) from a board member is immaterial.

My question is: can I share this document?

Ask the party who charged you with the responsibility.

It isn't up to YOU to make the decision, since you are a committee of one (or a committee of many, for that matter), and cannot do anything without the superior party instructing you accordingly.

It isn't up to you to determine if _____:

• the data is sensitive.

• a leak will compromise the integrity of the organization.

• an executive director has the right or the power to suppress your document.

[greglu]

Hello all,

thank you for all the responses, they have helped to understand some of the issues at play here.

• This does in fact have to do with standing committees.
  
  
• I am in favor of releasing a draft document to the board as requested by the chair as an instructional piece. I understand now that I should not.
  
  
• At our last board meeting the whole board did ask for it be released, but there was no formal vote or resolution to do so.
  
  
• I am the sole author to date, but part of a committee of 3 who have read it but not agreed to its contents.
  
  

• 
  

Thanks for the clarity

[greglu]

It isn't up to the CHAIRMAN.

When/If the board itself (not one individual board member) votes to order the document produced, then you are to produce the document.

What an employee wants (i.e., your Executive Director) from a board member is immaterial.

Ask the party who charged you with the responsibility.

It isn't up to YOU to make the decision, since you are a committee of one (or a committee of many, for that matter), and cannot do anything without the superior party instructing you accordingly.

It isn't up to you to determine if _____:

• the data is sensitive.

• a leak will compromise the integrity of the organization.

• an executive director has the right or the power to suppress your document.

Thank you for the comments.

So is the chair considered a superior party in this case as the instructions were very clear to share - but no vote was taken?

Cheers

Greg

[Gary Novosielski]

Thank you for the comments.

So is the chair considered a superior party in this case as the instructions were very clear to share - but no vote was taken?

Cheers

Greg

Except for his duty to preside over meetings, the chair is just a member like any other.

[Josh Martin]

So is the chair considered a superior party in this case as the instructions were very clear to share - but no vote was taken?

No, the chair does not have authority over the committee (unless your Bylaws state otherwise), but the board does (assuming, of course, this is a committee of the board). From the information you have provided, it seems the board ordered the committee to release the document, by unanimous consent. Such an order must be followed. The chair, it seems, is properly carrying out the orders of the board, and the Executive Director is not.

Since you say that the committee has not yet approved the contents of the report, however, I would be sure to make this fact very clear when sharing the report with the board, in order to avoid false impressions.

[greglu]

No, the chair does not have authority over the committee (unless your Bylaws state otherwise), but the board does (assuming, of course, this is a committee of the board). From the information you have provided, it seems the board ordered the committee to release the document, by unanimous consent. Such an order must be followed. The chair, it seems, is properly carrying out the orders of the board, and the Executive Director is not.

Since you say that the committee has not yet approved the contents of the report, however, I would be sure to make this fact very clear when sharing the report with the board, in order to avoid false impressions.

Dear Josh and everyone else,

thank you very much, the replies have been very helpful, and have provided the guidance I needed.

Cheers

Greg