Follow-up Letter on Non-Disclosure Agreements

I have posted a follow up letter to the Performance Oversight Committee of the Columbia Association regarding the revised non-disclosure agreement policy. The revised policy addressed none of the concerns I had previously laid before the committee.

I asked the committee to produced a revised policy subjecting advisory committee members to the terms of the non-disclosure agreement only when it is specifically necessary to protect confidential information. Further, I asked the committee to consider placing both the Audit Committee and Risk Management Committees under the terms of the agreement at all times due to the sensitive nature of their work.

13 November 2007

Madam Chair & Members of the Committee:

At the September 11, 2007 meeting of the Performance Oversight Committee, I presented a letter outlining a number of objections to the proposed Non-Disclosure Agreement for Resident Members Of Columbia Association Board of Directors Committees[1]. The minutes of that meeting state that “[b]y unanimous consent the Committee directed the CA staff to re-draft a less restrictive non-disclosure agreement[2].”

Tonight’s meeting will reconsider the issue. However, the draft proposal submitted to the Performance Oversight Committee is substantially the same as the proposal of two months ago, which was summarily rejected. Specifically, the proposal imposes a chilling requirement on the active discourse of advisory committee members with the community at large. The revised proposal also still requires advisory committee members to submit their personal notes and documents to the Columbia Association, upon demand. These two requirements are untenable and will only serve to stifle the broader involvement of the community and create unnecessary conflicts between the corporation and its invited advisers regarding the ownership of personal effects.

As I have stated previously[3], there are legitimate reasons certain committees (e.g., Audit, Risk Management) may be subject to overarching concerns of information sensitivity. However, other committees (e.g., Aquatics, Open Space) are unlikely to require sensitive or nonpublic information. As a result, subjecting those committees to overreaching non-disclosure agreements is contrary to fundamental principles of open governance. No committee not holding closed meetings, as governed by the Maryland Homeowners Association Act, should be subjected to the non-disclosure requirements. Committees holding closed meetings, in accordance with the Act, would clearly be handling sensitive information and may be validly restricted.

As before, I request the general policy be limited to specific instances of confidential information disclosure and a separate agreement referencing each occurrence be used on each occasion. I also request that, individually or as a committee, members should have the option of not being party to a confidential discussion. This more limited policy would enable all advisory committee members to work with the organization in their highest possible capacity, within limits of their choosing, and refrain from placing absurd restrictions on those who will never be subject to them. Most importantly, sensitive internal information is still protected to the same standard.

This letter has not been reviewed by, nor does it have approval of, the Budget Committee, the Columbia Art Center Advisory Board, or any of their members. The opinions contained herein represent the views of the author alone. I submit this letter and am,

Yours respectfully,

James P. Howard, II

1. James Howard to Performance Oversight Committee, “Regarding Non-Disclosure Agreements with Advisory Committee Members,” September 11, 2007, http://jameshoward.us/CA.

2. Columbia Association, Inc., Minutes of Performance Oversight Committee Meeting (Columbia, Maryland, September 11, 2007).

3. Howard, “Regarding Non-Disclosure Agreements with Advisory Committee Members,” note 3.