I sit on two nonprofit boards.  One treats everything as secret, so even the staff do not know what got discussed or decided at board meetings except what the Executive Director chooses to tell them.  Occasionally, an outvoted board member calls the local media and gives their side in an interview.  The other board has open meetings, puts minutes on the web and sends even interim financial statements to anyone who asks – detailed statements that specify each person’s salary.  Is there a happy or ethical medium?

The degree of transparency and openness that is appropriate in each organization requires consideration of four criteria areas:

• Accountability
• Privacy
• Confidentiality
• Trust

I will try to answer in each area, starting with accountability. The organization is accountable for achieving results for resources.  The results must serve the mission, and help achieve a better community. Disclosure of boxes of information that do not show what results are being achieved for who is not helpful, and may even disguise a lack of progress.

Some think that they owe accountability only to funding sources, who specify what they want to know. That is wrong-headed thinking – the primary accountability is to the community, which is foregoing income tax on the revenue because the organization is supposed to be serving a public good.  Even professional and hobby nonprofits designed primarily to serve members (and therefore accountable primarily to members) usually provide some community benefits.

Given that accountability, the community needs more information than just annual statements and lists of directors. Why not make approved minutes available?  Few will read them, but potential donors and volunteers will be impressed that there is nothing to hide.  And public minutes tend to be better written than private ones, and it cannot hurt to improve the historical record of decision-making.

It is difficult to write working papers and staff recommendations distributed to aid decision-making in a way that can be made public without lowering the quality of advice.  I do not recommend making such interim documents public.

But the default policy should be to make most information available except where privacy can be justified. That includes almost all personal information, sometimes under privacy law and almost always in relation to client and staff expectations.  Note that some laws require disclosure of salaries over a certain level, so that is a trade-off people accepting senior positions should know about.  That does not justify giving out salary and wage information for other employees.

Protection of information is also appropriate when the Board deals with personnel matters such as the hiring and appraisal of the senior staff position.  Planning to buy a property must be kept secret, as wider knowledge of such plans could drive up the price, taking monies away from other aspects of mission achievement.  And legal issues require secrecy.  When the board deals with issues requiring privacy, it goes “in camera” or into “executive session”, keeping separate minutes and excluding all or most non-board members.

The November 2005 column dealt with client privacy, so I will not repeat that here.

Many boards require new board members to sign an oath of confidentiality, and it should be explained in orientation.  Generally, board members can talk about the decisions made by their board and how they will be implemented.  What they should never do is talk about “who said what”.  And once a decision is made, they are party to that decision (even if they were not present), and must support it regardless of how they voted.  Or they can quit, but confidentiality still applies to all past discussions of the board.  It is highly inappropriate for a board member to reveal how a decision was reached in board discussions not open to the public, or complain about a decision of their board.

This often comes up in after a decision to raise user or member fees.  If asked by the media about the new fees, directors can defer the question to a selected spokesperson.  In individual discussions, they can talk about what the new fees will fund, or what expenses forced the increase.  Saying “I voted against it” is also saying “I am not fit to be a board member”.  They had their chance at the board meeting to persuade others not to increase the fees (or did not bother to turn up, which further lowers their credibility).

You might gather that since I think the public should be able to access approved minutes, I am concerned about any organizations that does not trust its staff enough to make board minutes available.  Staff at all levels make decisions every day, and need information in order to use their best judgment in these decisions.  Minutes reveal planned directions, values and concerns that they can take into account or use to start a discussion with their manager and at staff meetings.

Some organizations keep information secret – even audited statements – because “it might be misunderstood”.  Perhaps they should look at how they present the information!  And they should trust the wisdom of their community, particularly if they make it easy for people to ask questions about what they do not understand.

In the past ten years or so, I find that most nonprofits that think about their ethical values end up putting transparency or openness high on the list, with an explicit or implicit understanding of exceptions where privacy and confidentiality apply.  Often accountability is on the list too, and you cannot be accountable without revealing data.

Undue secrecy is often a holdover from the past.  It may be cause of some past leak that caused embarrassment, or because some past leader came from a military or security background that highly prized tight lips.  “Need to know” is an appropriate way to think about personal information, but not for most organizational information today.

Both your boards should hold candid discussions about how and when they make information available, or designate it as secret.  Some aspects will be unique to them – a health service organization will have very different considerations from an Emergency Preparedness body or an environmental protection group.

Since 1992, Jane Garthson has dedicated her consulting and training business to creating better futures for our communities and organizations through values-based leadership. She is a respected international voice on governance, strategic thinking and ethics. Jane can be reached at jane@garthsonleadership.ca.

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Disclaimer: Advice and recommendations are based on limited information provided and should be used as a guideline only. Neither the author nor CharityVillage.com make any warranty, express or implied, or assume any legal liability for accuracy, completeness, or usefulness of any information provided in whole or in part within this article.