A person is injured on the organization’s property.
The CEO sends the claim to the insurer and notifies the board. Then the injured person’s lawyer calls a board member with questions about safety history and the accident.
The board member wants to be helpful.
He should not answer.
Carver and Charney use this scenario in rehearsal 4.8 to separate personal knowledge from authorized speech.[1]
The member does not speak for the CEO. He does not speak for the board unless the board has authorized him. An informal answer can be mistaken, incomplete, privileged, or inconsistent with the organization’s legal response.
I would ask for the caller’s name, firm, contact information, client, and purpose. I would not discuss facts, opinions, prior incidents, documents, or what the board has been told.
Then I would notify the CEO, board chair, insurer, and counsel through the organization’s established process.
The response can be courteous and short:
“I am not authorized to discuss the matter. Please send your request to the organization’s counsel. I will pass along your contact information.”
This is not evasion.
It is respect for accountability and due process.
Govern for Impact’s Source Document says the board speaks with one voice and that individual members have no authority to direct or represent the organization on their own.[2] A lawyer’s phone call does not create new authority.
The member should also preserve anything related to the inquiry. Do not delete the voicemail, forward confidential material casually, investigate witnesses, or post about the incident. Follow counsel’s instructions regarding records and communications.
The full board still has a governing job.
It may need to monitor whether the CEO complied with policies on safety, insurance, reporting, financial exposure, and treatment of people. It may need a confidential briefing. It may need to change a boundary if the event reveals unacceptable risk.
That work is different from answering the plaintiff’s questions.
A board member who personally witnessed the incident may later have individual legal obligations. The organization’s attorney can explain the proper response. This article is about governance practice, not a substitute for legal advice in a particular claim.
The board should prepare before the call arrives.
Who receives subpoenas and legal inquiries?
Who notifies the insurer?
Who may speak publicly?
Which matters go to the board?
What records must be preserved?
A one-page protocol can keep surprise from turning into improvisation.
There is also a reputational temptation. A member may believe that silence looks uncaring. Care does not require speculation. The organization can express concern through an authorized spokesperson while facts and responsibilities are being evaluated.
I would want the board to review the incident after the immediate matter is contained. Ask what policy-level lesson belongs to the board. Do not turn the review into private operational supervision or a search for someone to blame.
The helpful board member does not have to solve the claim.
He has to protect the path by which the organization will solve it.
When legal stakes rise, casual authority becomes dangerous.
Know who may speak.
Know where to send the call.
Then stop talking.
This same rule applies when the caller is a reporter, regulator, donor, family member, or elected official. The identity changes. The member’s authority does not.
Boards often write communication policies after a difficult event. I prefer writing them while everyone is calm. Name the authorized spokesperson, the backup, the notification sequence, and the board’s role. Then rehearse it once. A policy nobody can remember under pressure is only decoration.
Footnotes
[1] Miriam Carver and Bill Charney, The Board Member’s Playbook (Jossey-Bass, 2004), rehearsal 4.8, pages 134–137.
[2] Govern for Impact, “Policy Governance Source Document,” principle on Board Holism.
Additional reading
BoardSource’s The Nonprofit Board Answer Book offers practical guidance on fiduciary duty, risk, and board communications.
John Carver’s Boards That Make a Difference explains why an individual trustee’s knowledge does not become organizational authority.