requiring Directors sign confidentiality statements

If you have free time, go for it.

But realize its not human nature. People will still talk and there isn't much you can do about it.

Steve and Charles – I agree totally. It does create suspicion (several of us are suspicious as to why this is now being required). You’re right in that it is human nature that people will talk. But I am not aware of any problems with any of our directors (over our 14+ years as a HOA) divulging confidential information. So, when I learned that this is a new requirement (as of this March), I became curious as to what others do.

I am also not sure that I agree with it, as it would be difficult to enforce, and, there is no process, nor consequences should a director be “determined” to have divulged a sensitive matter. How would it be determined that a confidence was divulged; what would happen; what is defined as being confidential; etc. The more I think about it, the more I begin to conclude that it is not doable.

As to my other question - do you think a policy is needed to be introduced/adopted at a Board Meeting prior to establishing this requirement?

Thanks for your comments.
Bonnie

The very definition of Executive Session requires that all attendees know that the proceedings are confidential. However, the outcome of the ES is going to be releases at some time anyway at an open meeting, so it's a matter of zipping the lip until that happens.

The presiding officer should again remind the attendees at the beginning of the ES meeting about the requirements. Violation is cause for removal from the board.

Thank you!

Per our governing docs and state law, our only “standard” for being on the BOD is that you are a HO.

I am not aware of any issues with any of the Directors divulging confidential information. And, Susan, you make a good point in that the outcome of the topic discussed in ES will be disclosed and/or voted on at a regular Board meeting (Board meetings in IL are required to be open to all HOs). The Directors do know that info discussed in ES is confidential.

As to my other question - do you think a policy is needed to be introduced/adopted at a Board Meeting prior to establishing this requirement?

Again, thanks!
Bonnie

Michelle,

How about a blank check made out to me? LOL

But, seriously, very good point!!

Bonnie,

Naturally if the board is going to adopt such a policy it should first be discussed and voted on at a board meeting. Frankly, I like the disclaimer my board uses. To require a board member to sign something to me is totally useless -- it's a "feel good" measure. Unless you're going to impose penalties (which I don't think they would have the authority to do) for violating the policy, of what good use is it really? And speaking of penalties, IMO, that would just scare most people away from signing. So, as Michelle says, what would you do about it and how would it be proven?

Well, I would think that keeping the private things private falls under fiduciary duty. Such would include who said exactly what in executive session. And should also include personal financial information.

As for the "disclosure" on the packet I see that kind of thing on almost all corporate emails today. And yet, I have never heard of a single case where someone was held liable for reading something sent to them in error. The proliferation of such statements came with SOXa, but seem more like lawyer fodder to me. If someone leaves a piece of paper on a bench, I seriously doubt that anything could be done when the finder chooses to read such.

Perhaps I am still too childish as those statements would make me less likely to return said material then if the notice read something along the lines of:
"This material intended for XYZ HOA only. If found please call so and so at 555-555-1234 and they will arrange prompt pickup. Thank you."