Under Maryland law, directors and officers of a corporation have a fiduciary duty to that corporation. Directors and officers thus owe a duty of care and loyalty to the corporation and have a confidential relationship with the corporation as a matter of law. This standard applies to school boards of schools that are incorporated.
In order for any School Board to function effectively, its members must maintain confidentiality with respect to deliberations of the Board or any committee of the Board. Board members should be free to speak openly and explore ideas, without fear that their comments will be repeated outside of the Board or committee meeting. Further, the School administration must have confidence that new ideas and issues under consideration will not be communicated prematurely to faculty, staff, or parents, or outsiders. Finally, some of the information presented to the Board or committees is legally protected (e.g., student discipline or grades, personnel information, parents' financial information) such that its unauthorized disclosure may violate individuals' legal rights. For all of these reasons, confidentiality is a normal expectation of board members, whether the School Board is advisory in nature or a corporate board of directors.
It is expected that School Board members will bring particular insights to the Board based on their backgrounds and experiences. In the case of "representative" or ex officio Board members (e.g., faculty representatives, elected parent representatives), it is expected that their contributions will include input as to how a particular Board policy or action may affect the group that the member "represents." However, these "representatives" are not expected or permitted to disclose confidential information to the group they represent except as authorized by the School Board. It is, of course, appropriate for any Board member, including "representatives," to request or suggest that certain information be shared with the school or parish communities or with particular groups, but such disclosures may only be made with Board approval. The Board could authorize the Chairperson and/or the Principal to make such decisions between Board meetings.
The obligation of confidentiality should be reviewed in orientation sessions for new School Board members. It is also helpful to remind all School Board members of this obligation annually.
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