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Anybody familiar with regs for non-profit boards, in terms of public info?

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Kali Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 10:55 AM
Original message
Anybody familiar with regs for non-profit boards, in terms of public info?
What kind of info are org.s required to have public about their Boards of officers/directors? I am involved with a non-profit that provides very little access to the Board (and it is a membership owned organization!) Public has access in the following ways: call to audience at meeting (and accosting members after meetings), the corporate address and phone number (at which none of the board ever appear), and a webform (that does not send any kind of automatic response so that the sender can have a clue it went through) that apparently also Cc's to staff.

The practical problem is that if the public has an issue with said staff, there is no way to communicate with the Board without giving staff a heads-up and opportunity to generate excuses and spin about whatever the issue is.

I know this smacks of the "innocent" not being able to face their "accuser" but I also see it as you don't have to Cc the crook you might want to report to the police either.
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JDPriestly Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 10:56 AM
Response to Original message
1. Check your state law
www.findlaw.com
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Kali Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 11:16 AM
Response to Reply #1
5. thanks, I was being lazy
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JDPriestly Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 10:58 AM
Response to Original message
2. Are you looking for information or trying to decide what you need to disclose?
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Kali Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 11:22 AM
Response to Reply #2
8. Both, frankly.
I am in an advisory position in this organization at the same time I have been a long time member of a group of "dissidents" trying to bring some changes to it (more open, transparent, inclusive etc).

I respect there are matters of privacy but with this organization it has been for a long time been way over the line into the realm of secrecy. I now need to know where the legal line is. Hopefully the idea of transparency, light, openness will actually be embraced philosophically, but for now the legal hammer is about all we have.
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Norquist Nemesis Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 11:08 AM
Response to Original message
3. Are you a member, Board member, or staff?
Generally, everything goes through the Executive Director (CEO, sometimes President depending on the terminology of the organization). The Board relies on this paid top dog to run the organization at their 'pleasure'.

I've worked with a couple of non-profits, one as staff the other as member and on the Board of Directors. One had over 1200 members at the time (now over 2000), the other around 200 members. But, in both, the Executive Director was charged with the day to day operations and implementing the Board's vision and instructions.

So, to answer your question about who to go to...it starts with the Executive Director. It can be followed up (or combined) with a message to the Board President and, just for added emphasis, the Director on the Board in charge of the area of the issue (e.g. Human Resource, Financial, Marketing, etc.)
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Kali Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 11:16 AM
Response to Reply #3
4. The specific problem is WITH the executive director.
No way to communicate with the Board without the executive director (general manager in our case) having access to that communication. In other words there is no official way to inform the Board of any actions of the ED/GM without tipping him/her off.
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ourbluenation Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 11:22 AM
Response to Reply #4
9. god - I've been there. it sucks. do you work there?
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Kali Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 11:34 AM
Response to Reply #9
16. ha - if you counted up the hours I have put into this over the last 4 years I should be
getting paid!
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Norquist Nemesis Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 11:31 AM
Response to Reply #4
13. Been there.
We had an issue about our Executive Director/CEO. I guess it depends on what the issue is, and it's a sticky situation no matter which way you go. One option MIGHT be to go to a past Board President (once removed), if possible. Meet with him/her off premises, asking for some "confidential counsel". Usually, they take it very seriously and can help guide you.

Good Luck! You're going to need some serious intestinal fortitude (and an updated resume should you need Plan B).
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Kali Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 11:44 AM
Response to Reply #13
18. *I* have access to most of the current Board now.
Edited on Wed Dec-06-06 11:44 AM by Kali
What I am trying to find out is how would someone who isn't an insider find a way to do that if it isn't available anywhere? All public contact is exposed to the ED/GM in some way. The only publicly available way to address the Board without giving this person ANY kind of heads-up, still does so in his/her presence at a Boardmeeting. And in order for the board to do anything about it, they would have to meet in closed session at the NEXT meeting, because they can't comment about what is brought up at call to audience, giving him/her until then to fix/repair/hide/spin etc whatever the issue is. (don't ask, it is their warped Roberts Rules maneuver to avoid doing anything- we went for many meetings not even allowed a call to audience!)
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Norquist Nemesis Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 11:50 AM
Response to Reply #18
19. Check the by-laws
The ED serves at the 'pleasure of the Board'. If there is no mechanism to address the issue, they're putting themselves at risk personally. And if they think their safe, they better contact their attorneys for advice or resign their position.
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Kali Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 12:24 PM
Response to Reply #19
27. ...
:toast:
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ourbluenation Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 11:59 AM
Response to Reply #18
21. they dont have to allow comments from the public so let that one go.
an outsider would have to go around the ED and reach out to the members. but you better have demonstrated that you made an attempt to resolve the issue with the ED first.

sounds like you want to demonstrate, for some reason, that the ED is screening issues from the board. He or she can. So then what? That's the question...go around the ED.
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Kali Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 12:29 PM
Response to Reply #21
31. The former GM (spending more time with the family now) DID
screen. It was a HUGE problem, but not the reason he "resigned" - I am interested in preventing that with the interim and future GMs, and my question IS about going around the ED when needed - how, if you don't have publicly available contact info?
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OzarkDem Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 12:26 PM
Response to Reply #4
29. That's not right
The Exec Director shouldn't be limiting access to the board. That information has to be open to the public and the ED has to report to the board. How else can directors evaluate the performance of the organization otherwise?

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mondo joe Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 12:30 PM
Response to Reply #29
33. Of course board access is limited.
The board doesn't have to be open to anyone.

It can remain in executive session at all times, if it so chooses.

Performace can beevaluated in a number of ways even in such a situation.
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Kali Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 12:39 PM
Response to Reply #33
38. Yes they have to hold public meetings, but you are right they don't "have" to take comment.
Edited on Wed Dec-06-06 12:39 PM by Kali
We managed to force them to do that by shaming them. This is an entity that likes to promote itself as community oriented and brags about the members being the owners when they recruit members (and their all-important donations/membership fees) but as soon as the checks have cleared they are pretty inaccessible, and certainly not as transparent as you would assume from the talk.
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Kali Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 12:34 PM
Response to Reply #29
35. There is SO MUCH not right with this organization. We tackle it bit by bit
and there has been a tiny bit of progress - hell they finally "allowed" me to be on an advisory board - after three VERY questionable elections that I always managed to just loose to their slate of candidates. (always a slate of just enough to block, of course, nevermind that the elected positions were supposed to be coming out of the membership, not hand picked by a self-interested/protecting board)
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mondo joe Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 12:36 PM
Response to Reply #35
37. That's how boards work - majority rules. NT
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Kali Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 12:45 PM
Response to Reply #37
39. This is after they stole the "majority". This was a board that was formerly
all elected. At some point prior to my involvement the Board changed the bylaws(most likely illegally - it is very murky) to allow themselves to be mostly self appointed.

I agree with the majority ruling in a clean election. Ours have been worse than Florida 2000. Trust me on this. We have been pushing for a third party to handle elections, either the League of Women voters or an accounting firm. For *some* reason the board has so far resisted.
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mondo joe Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 12:55 PM
Response to Reply #39
40. Every board I've ever known personally has been self elected.
I certainly don't know the details of your board, but in most cases a self appointing BOD is not considered stolen.
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Kali Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 01:32 PM
Response to Reply #40
51. it is when the former bylaws state that they can only be changed
by a vote of the membership and that vote never happened. They changed the bylaws to allow them to self appoint and to be allowed to change the bylaws without a vote of the membership!

We did a membership petition to return majority control to elected board members. Through a long year of bullshit they pulled a "brilliant" maneuver on us before our initiative could go to a vote. They changed the structure to half appointed, half elected, with one "elected" representative from the volunteers. Management then promoted that as a "Majority-elected Board" :eyes: . No way to beat that in a PR battle. By this time they had pretty much purged the volunteers who were sympathetic to what we were doing, installing a more pliant group of grateful and basically ignorant (of the issues - nothing wrong with these people but they don't know any history) Then they started cheating on the elections.

Big lesson in apathy for citizens.
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mondo joe Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 01:35 PM
Response to Reply #51
54. Without seeing the bylaws, it would be impossible to know if they
did something in violation or not.

But since by all your descriptions, the existing board is not sympathetic to your cause, it's hard to understand what you hope to gain by contacting them.
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DoYouEverWonder Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 11:20 AM
Response to Original message
6. A copy of their by-laws would be helpful
It depends on how the organization is structured to find out chain of command, how to deal with grievances and that sort of thing.

Also, if they are incorporated has a 501c type non-profit, then information about who is on the Board of Directors, the minutes of Board meetings and the organizations financials are supposed to be available to the members and the public.

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Kali Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 11:56 AM
Response to Reply #6
20. They list the names only of the BoD, and approved minutes on their
newsletter and website. Again, the only contact info - address, phone, webform goes through the building where the ED/GM has more access than the Board itself. I'm not ready to tackle financials :cry: , but it is coming - I have never received a copy as per regs to all members, however I can find them from the Corp Commission.

There is no real formal way to address grievance, other than the one our dissident group forced them to adopt for the volunteers that actually work there on premises. It is not satisfactory and is also another issue we are still working on. Every thing we try to do to get this organization back on track is looked at from the point of view of fear. The only way we have been able to get any movement is with threats of legal action so naturally the response is to do the bare minimum of anything we "force" them to do.

We have managed to wedge our way into the inside a little bit and are also working on building trust with those who are amenable. The siege walls are cracking, but it is a long way to go yet!
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OzarkDem Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 12:29 PM
Response to Reply #20
32. Something to consider
Start up your own non-profit. If this one isn't doing the job properly, I wouldn't waste my time volunteering there. Start your own organization. Its not that difficult.
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Kali Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 12:56 PM
Response to Reply #32
41. sent you a PM
It is a unique type of non-profit. Not easily duplicated.
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mondo joe Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 12:31 PM
Response to Reply #20
34. What IS the grievance procedure?
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Kali Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 01:00 PM
Response to Reply #34
42. I'll have to get that to you later, suffice to say it really is not useful.
In fact one of the staff positions that was a step in the process has been eliminated. It is for volunteers working IN the organization, not for general members.
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mondo joe Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 01:18 PM
Response to Reply #42
49. But since you are a volunteer (aren't you??) that would cover you.
If there is a formal process, your best bet is to follow it first.

As a board member, I'd expect that.
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Kali Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 03:51 PM
Response to Reply #49
61. They have decreed that Board members are a seperate entity form the
actual volunteers that work there. Niether the Board of Directors nor the Advisory Board are considered volunteers, subject to the (useless, anyway - merely a formality, created to be able to say they have one) grievance procedure for volunteers.
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ourbluenation Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 11:21 AM
Response to Original message
7. If it's a private non profit then their board presence is outlayed in their
bylaws. They are not bound by the Brown Act. I would recommend a letter to the Chair of the board. Actually - first I'd request a copy of the bylaws. To me it sounds like they are in violation of their own rules becasue I can't imagine a non profit that is as closed and inaccesible as you describe, and that it's allowable. Once you determine they are in violation of the bylaws, I would send a letter to the chair with whatever your issue is, presuming you've addressed the issue directly with the Exec Direcetor first and gotten nowhere....

If you still get nowhere then send the letter again with a cc: to your attorney.
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Kali Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 11:29 AM
Response to Reply #7
11. That is exactly the problem, the only address is for the location of the entity itself.
There is no other address for the Board itself. The board does not work, spend any time or even meet there. The ED/GM would be recieving any mail. I suppose one could send some kind of certified/registered to-addressee-only sort of thing, but that would still give the ED/GM a heads up.

Trying to avoid attorneys. Had to go to court once allready, we won but it was still used against us. (we are out to "destroy this organization" - yeah that is why we have been trying to work with it for 4 years and why we didn't report you for so many other violations.)
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ourbluenation Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 11:30 AM
Response to Reply #11
12. If you know who the chair is you could probably find out where he or she
works or lives and send the letter there.
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Kali Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 01:02 PM
Response to Reply #12
43. Oh of course, but what I am trying to ascertain is if they are REQUIRED in any way to actually
provide that info to the public/members.
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TygrBright Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 01:35 PM
Response to Reply #43
53. Unlikely. No state I am familiar with requires an organization...
...to disclose personal information (home/business address would come under that category,) of voluntary board members. It is standard operating procedure to provide the organization's information as contact information for board members. I would NOT serve on a board if they disclosed my personal information to any/everyone for exactly the reason you are attempting to discover it.

As a board member, I hire the Executive Director to manage public contacts, to gather information about the performance of the organization and how well it fulfills its mission, how effectively it is managed, etc. The ED provides me with that information and I examine it to ensure that I am getting everything I need, that it is accurate within the "prudent person" standard, and I make policy decisions to set overall mission/policy goals for the organization and evaluate the ED's performance as a manager. And that's it. It is NOT my responsibility, as a board member, to micromanage or kibbitz the ED. If I don't like how s/he is performing, I will fire her/him and hire another, or, if I cannot get enough support among my fellow board-members to do so, I will resign, thus insulating myself from the liability of a board member with regards to a negligently-managed organization.

If I did more than that I would risk throwing the organization into the kind of perpetual politics, factionism, chaos, etc., that plagues so many of my clients (I consult with nonprofits on sustainable management and leadership practices!), and/or I would expose myself to liability in the event that my badly-managed organization defrauded someone, did not withhold payroll taxes, committed a crime, operated under false pretences and had to return grant funding, or any of the other myriad risks that nonprofit board members are ultimately responsible for. Any board member who does not understand that they can be held personally liable for such actions taken by their nonprofit is ignorant or a fool.

No matter how "unique" or "valuable" a nonprofit may be to a community, there is little point in any individual (other than the board members, ED, employees, or funders) losing sleep over how "badly managed" it is. Do your best to inform the board members (several good suggestions have been made here, including sending correspondence marked "personal," and I would add getting a signature and delivery confirmation to set up a paper trail,) and then back off, sever your connection with the organization, and find someplace else to invest your time, energy, and passion. If you stick with it too long and too passionately, you risk being written off as a crank with an axe to grind --unfair, I know, and probably inaccurate in your case, but true nonetheless. Such a writeoff makes it easy for the ED or any other faction member, interested party, etc., to discount any criticism you are making, however valid it may be.

One final suggestion: If you suspect that the organization is misusing funds or spending them for a purpose other than the funder intended, you can write to that funder. You can get information about grant support to an organization by checking its 990 on Guidestar. If you suspect that the organization is not fulfilling its duties to members as those duties are set out in the bylaws (and EVERY state requires a membership organization to disclose its bylaws to members AND the public,) you can contact the division of the State's Attorney General's office dealing with nonprofits and provide the facts to them. Then leave it up to those funders or the Atty Gen'l to deal with it and focus yourself on something more positive and fulfilling.

There is no obligation anywhere in US or state law (so far as I am aware) for nonprofit organizations to manage themselves well, to please their constituencies, to use a particular asset to the satisfaction of their community, etc. None. The law requires a nonprofit to operate AS a nonprofit (that is, not to the financial benefit of an individual or group of people,) and to apply its resources to a charitable purpose as defined in statute, which is pretty loose. States require nonprofits to operate via their rules, which are always available publicly but have much more to do with their corporate structure and how they report activities than with making constituents happy. As with the for-profit world, the "marketplace" is the regulator of how well a nonprofit is pleasing its "customers," which in the case of nonprofits are THE PEOPLE WHO PROVIDE THE OPERATING MONEY: The funders, the member base, the individual contributors, etc.

No matter what a nonprofit says otherwise, it must operate to the satisfaction of THOSE customers and only those customers to sustain itself. It must bring in operating revenue and operate legally to continue existing. And that's ALL, no matter how fully invested non-customer constituents (clients, community members, etc.) feel in the organization and its operations.

Now, that said, if those non-customer constituents are unhappy with how the nonprofit is operating the customers will ultimately find out and stop supporting the nonprofit and it will have to change its ways or collapse. But that can be a long, messy, ugly, spiritually draining process (or a sudden, shocking one!) and it rarely satisfies anyone concerned and frequently results in the loss of any benefit the organization did provide. However, if there is a real need, some other organization, or a new organization, will generally move into the gap.

Sorry to be so unencouraging, but I have been through this process more times than I care to count. They pay me for my good advice and experience (which they then ignore, because they don't like it,) and I have to watch the unpleasantness that results, so I get a little jaded sometimes.

regretfully,
Bright
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mondo joe Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 01:47 PM
Response to Reply #53
57. Best understanding of board role and responsibility I've seen in
a long time - thank you!
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Kali Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 03:33 PM
Response to Reply #53
59. sent you a PM as well.
I suppose I ought to just come out and explain what this organization is, shouldn't I?
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Kali Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 03:44 PM
Response to Reply #53
60. You really seem to know your stuff, thanks.
I think your second paragraph speaks to the situation I was originally asking about. Essentially there is a responsibility on the Board's part to be paying attention to the performance of the person they hire and if they don't, and they neglect to hear what the public may be trying to tell them, then they are negligent. However there is no REAL requirement for them to listen/pay attention to the public. It would simply be in their best interst to do so. Correct?

"Now, that said, if those non-customer constituents are unhappy with how the nonprofit is operating the customers will ultimately find out and stop supporting the nonprofit and it will have to change its ways or collapse. But that can be a long, messy, ugly, spiritually draining process (or a sudden, shocking one!) and it rarely satisfies anyone concerned and frequently results in the loss of any benefit the organization did provide."

OH GAWD do I know about this.
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TygrBright Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 04:11 PM
Response to Reply #60
63. Correctamundo!
>>However there is no REAL requirement for them to listen/pay attention to the public. It would simply be in their best interst to do so. Correct?<<

Board members are liable for exercising their fiduciary power with due discretion. That means, at the very bottom line, that the organization is operating within the law, it's not abusing any financial support received, and it's remaining within its stated definition of charitable purpose.

However, the organization can stop getting operating funding if it's not "doing its job" effectively. When that happens, the board members are liable ONLY for ensuring that the organization doesn't incur debt as it swirls down the pipe-- because they'd be liable for that debt, personally. However, if bad management practices put the organization paws-up WITHOUT breaking the law or incurring debt, the board members can simply notify the IRS that it's shut down, create an asset distribution plan to be approved by the relevant state authorities, and fold their tents and steal away with no more personal consequences than being known to have been involved in the fiasco.

By and large, there's not much you can do if you're NOT a board member, and the organization is NOT disregarding funder requirements, breaking laws, etc. You can try going the 'air-the-dirty-laundry-in-public-and-shame-them-into-doing-the-right-thing' route, but in this particular case it looks like that could be putting a peashooter against an 88 mortar. And if you do, you (again) risk being written off as a crank, even by others who are actually on your side.

regretfully,
Bright
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Kali Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 04:32 PM
Response to Reply #63
64. Well, I'm a Mom - of teenagers - so I got the shame thing down pretty well
and it has actually caused some changes at the org, as well. And my pea shooter (computer!) is pretty good. I have been labeled almost all of it that gets tossed about in these situations except disgruntled ex-employee, although of course our group got that as some were ex-volunteers. On the other hand we ARE disgruntled. Damn right.

Persistence and a steady, consistent, ethical message eventually pays off. I am now on the Advisory Board and we are starting to move an inch or two a year now. At least it is forward. I hope.
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TygrBright Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 04:42 PM
Response to Reply #64
65. Sounds like you're doing it right, then...
...and in the long run, it will be a matter of who outwaits (or outlives, as it were) whom. I do wish there were a magic bullet solution for this kind of situation, because I see it so often, from every possible viewpoint. But there isn't (or I'd be rich, selling it!)

My best advice is to not burn yourself out trying to gain too much ground, too fast. Steady persistence and a positive attitude will win in the end.

encouragingly,
Bright
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Kali Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 05:38 PM
Response to Reply #65
66. You know, I just had another thought. Maybe it is irrelevant, but
Edited on Wed Dec-06-06 05:39 PM by Kali
The organization does have a webform that is supposed to be a way to contact the BoD - it is supposed to go to some mysterious number of them. The secretary and the pres. for sure but I don't know how many others, however I got confirmation yesterday that it is also going to the interim GM and again I don't know what other staff, but at least him/her. I am fairly certain his/her contact-webform doesn't send a Cc to any Board members. Any comments on that?
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TygrBright Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 05:52 PM
Response to Reply #66
67. No rule says it has to.
Most states have just gotten around to providing for e-meetings and e-communication in their information for would-be nonprofit corporations planning bylaws. The body of precedent is accumulating but no standard practice is yet evolved.

helpfully,
Bright
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Norquist Nemesis Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 11:42 AM
Response to Reply #11
17. There should be a listing of the Board of Directors, their positions,
Edited on Wed Dec-06-06 11:43 AM by Norquist Nemesis
and their member affiliations. BoD's are NOT secret entities. Board selection is a whole 'nother form of politics and a long story, but Directors aren't chosen as much for their expertise as their affiliation. It gives 'credibility' to the organization to have big, well-known mucky-mucks on the BoD.

There are ways to find out the information on Board members, past and present. One way is to ask another member that you know who has been involved for a number of years. The simplest way is to contact the organization, tell the Receptionist you're updating your records and could you have the name and affiliation/address/phone of the President of the Board (also ask for the Past President)...and for good measure verify the spelling of the current ED's name, his/her extension, and email address.

edit to add: Check their website for BoD affiliations and google like crazy!
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Kali Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 01:04 PM
Response to Reply #17
44. This is not what I am asking about.
Of course there are strategies to get this info - in fact I already have it. What I am trying to figure out is are they required in any way to PROVIDE that info on their own.
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mondo joe Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 01:33 PM
Response to Reply #44
52. I do not believe so. Most would need to have a way to get input
to the board - which yours does. They wouldn't likely be required to provide access by individual personal addresses.
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mondo joe Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 12:27 PM
Response to Reply #11
30. Send a letter to the board chair at that address, marked CONFIDENTIAL.
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Kali Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 01:06 PM
Response to Reply #30
45. That gives the GM/ED some kind of heads-up. He/she now knows
something is going on and if he/she is doing something wrong he/she can probably figure out what is in the letter and would have time to cover-up/spin etc.
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mondo joe Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 01:16 PM
Response to Reply #45
48. That's the risk you have to take. If you are identifying a real verifiable
problem, there's not much spin they can do to cover it.
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Traveling_Home Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 11:25 AM
Response to Original message
10. "Membership Owned"??? Not a non-profit!!!! n/t
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ourbluenation Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 11:31 AM
Response to Reply #10
14. credit union maybe? n/t
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Kali Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 11:33 AM
Response to Reply #10
15. I don't know all the legal ins and outs, but the main asset is held by
the board, it is a non-profit. The Board is half self-appointed and half elected officially from the general membership. Must be a member to be on the Board. (and don't get me started on the BS that has been pulled around this matter!)
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OzarkDem Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 12:23 PM
Response to Reply #15
26. Our organization has that structure, too
Requiring directors be members helps guarantee support for the non-profit. Often people want to sit on the board and make decisions but don't want to do anything to help more the organization forward and support it.

If someone cares enough to want to be on the board of directors/trustees, they should be willing to pay dues and join.
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trof Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 12:00 PM
Response to Original message
22. I serve on two currently.
It hasn't been a problem or concern for us.
Members know (or are able to know) who the current officers and board members are and anyone with access to the local phone book can easily find and get in touch with us.
:shrug:
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ourbluenation Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 12:05 PM
Response to Reply #22
23. and I've worked for 3 over the last 8 years. all non profits, one a gov't agency.
something ain't right here.
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lumberjack_jeff Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 12:08 PM
Response to Reply #22
24. I'm on one now. My experience is the same as yours. n/t
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OzarkDem Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 12:21 PM
Response to Original message
25. IRS Returns (Form 990) require non-profits name directors w/ contact info
Send a letter to the non-profit asking them to provide you with a copy of their Form 990. You can also request a copy from the IRS. The non-profit is required to respond with the info withing a certain period of time. If they don't respond, file a complaint with the IRS.

Also check with your state Attorney General's office and/or Secy of State. Those agencies are required to have annual reports on file, especially if its a charitable organization (oversight by AG office).

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Kali Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 01:08 PM
Response to Reply #25
46. the contact info they use for everybody is the location of the entity.
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mondo joe Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 12:26 PM
Response to Original message
28. First thing: does the organization have a grievance procedure?
Edited on Wed Dec-06-06 12:26 PM by mondo joe
If it does, follow that.

If not, send a letter to the Board Chair marked CONFIDENTIAL.

You should be aware, however, that the board's role is primarily fiduciary in nature.

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mondo joe Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 12:35 PM
Response to Original message
36. I am very experienced with non profit boards.
My impression is that you may be making a mistake that many people make about boards: construing then to be some sort of benevolent parent being kept in the dark bythe bad parent (the executive director).

That certainly can, and does, happen. But not as often, IMO, as people think.

The board's responsibility and role is primarily fiduciary, and only broadly based mission. (There are often a few particular exceptions as may be required of funders.)

Their role is not to micromanage or make all staff and volunteers happy.
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Kali Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 01:15 PM
Response to Reply #36
47. sent you a pm.
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mondo joe Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 01:22 PM
Response to Reply #47
50. Thank you. Since the board meeting are open to the public,
and it sounds like you have an opportunity to address the board there (?), then anyone can do that.

Yes, it lets the ED know, but that's part of transparency too.

But I still think if there is a grievance procedure you should follow that first. I couldn't find bylaws on the website.
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Kali Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 01:36 PM
Response to Reply #50
55. bylaws are inside the BoD link towards bottom of page
I am afraid you are right. The existing ways to contact the BoD are "adequate" and therefore nothing more is required. So the more difficult task (as always) will be to get them to do what is right, not just the bare minimum.
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mondo joe Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 01:41 PM
Response to Reply #55
56. The last item in the older set of bylaws states that they can be changed
by a 2/3 majority of the board = not requiring a general membership vote.
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Kali Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 01:59 PM
Response to Reply #56
58. those are the ones they changed illegally
the ones prior (which mysteriously no one has an actual copy of) were changed to THAT 2002 version. (probably in 1998, but it is very murky, as I said) The "new shiny" 2004 bylaws are the ones they slipped in to thwart the membership election we were petitioning for. Our three main issues were to get a grievance procedure for the volunteers, a majority elected board and to return control of the bylaws to the membership. It should have been an easy win in a membership election. Oh my gawd. The stall tactics, the BS they mailed out to the members, the attempt to damage the career of one of out members, the half assed grievance proceedure they came up with, and the final "majority-elected" structure. Capped with election irregularities including lies mailed to the membership BY staff (on thier own time of course, in an election they are not allowed to run in) abusing their position and inside knowledge to do those mailings, the odd fact that the board felt compelled to run their own slates of candidates despite having OPEN appointed positions remaining etc etc it really goes on and on and on. I need to hire a screenwriter and do a soap opera.

More on the bylaw change. The last GM hired some dickhead lawyer to "research" the bylaw history (because it was so effed up), and he came up with some kind of about a 200 page report - I saw it in a binder at a board meeting. It never got voted as "accepted" into the minutes so therefore I was denied the right to look at it becasue it was not a public document. This same shyster filed a bar complaint against one of our disident members because he was a former board member and the shyster accused him of using "insider" knowledge to harm the organization. That got tossed of course and the correspondence is actually pretty funny to read - I can send you a link to most of it if you care.
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Kali Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 03:59 PM
Response to Original message
62. Thanks everybody!
Sorry if I left out replying to anybody that took the time to respond, but this was a hard thread to keep up with!

I think the bottom line is as always with this organization, the minimum requirements have been met and change is only going to happen as the rotten old roots are replaced with better, more engaged, (and more ethical, in my opinion) individuals.

Anybody want more detail, PM me.
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Kali Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 07:41 PM
Response to Original message
68. Hey look what I found:
A.R.S. § 0-11601 E, provides that "a corporation shall keep a copy of all of the following records at its principal office, at its known place of business or at the office of its statutory agent."



2. Its bylaws or restated bylaws and all amendments 1o them currently in effect.



6. A list of the names and business addresses of its current directors and officers.



A.R.S. §10-11602 says that any member who has been a member for more than six months is entitled to copy any of the records described in §1 0-11601E during regular business hours of the corporation's principal office
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Sgent Donating Member (1000+ posts) Send PM | Profile | Ignore Wed Dec-06-06 07:59 PM
Response to Reply #68
69. Business address
I can almost guarantee will be the non-profit's headquarters.
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