Vermont Board of Directors Confidentiality Policy

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Multi-State
Control #:
US-1060BG
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Word; 
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Description

Board members have limits on how they can share information and with whom they may share it. Maintaining confidentiality means that board members must maintain the confidentiality of any personal or sensitive information they acquire during their service to the board. Board members are in a fiduciary relationship with the corporation. This means that they are obliged to act honestly and in good faith in respect of the corporation. The obligation has many components, including a duty to avoid conflicts of interest and a duty to avoid abusing their position to gain personal benefit. One component of board members' fiduciary obligation is a duty to maintain the confidentiality of information that they acquire by virtue of their position.
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FAQ

For board members serving a for-profit business, virtually everything discussed within a board meeting is totally confidential. Breaching that trust can even have legal consequences to a board member with the proverbial ?loose lips?.

Duty of confidentiality means board members must keep certain types of information confidential. They must not use the information they see or hear in the scope of their position for personal gain.

A board member who reveals confidential information without the approval of the board is, in essence, acting beyond the extent of their authority. Therefore, they can be found personally liable for their actions.

It is the policy of [Name of Nonprofit] that board and committee members (trustees and committee members) of [Name of Nonprofit] will not disclose confidential information belonging to, or obtained through their affiliation with, [Name of Nonprofit] to any person, including their relatives, friends, and business and ...

The policy should include a statement of the directors' duty of confidentiality and explain that they are not to disclose or discuss confidential information about the organization's matters with another person or entity, or use it for their own purposes, unless the board authorizes them to do so.

The duty of loyalty prohibits a director from using his or her corporate position to obtain a personal profit or to gain a personal advantage.

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Vermont Board of Directors Confidentiality Policy