Java Zen:Thinking Out Loud Monday, 2024.05.27
Good intentions will always be pleaded for every assumption of authority. It is
hardly too strong to say that the Constitution was made to guard the people
against the dangers of good intentions. There are men in all ages who mean to
govern well, but they mean to govern. They promise to be good masters, but they
mean to be masters.

		Daniel Webster


Cherubim Foundation Update II

I have begun work to codify the business model which had proven successful for the first six years of Cherubim Foundation’s existence but elusive to new members of the organization. This will include components that worked, triage of those that didn’t and possible remedies to those weaknesses. Clearly, Cherubim Foundation’s transformation since Janet’s passing has exposed many of these weaknesses and as such will provide valuable insight into strengthening the business model. This will likely take a while as there is considerable material to work through. With plans to release under a Creative Commons license, I anticipate having a first draft ready for public review late in 2006. It is likely that at about the same time I’ll make a determination on whether or not to start a new organization in line with the vision Janet and I held for Cherubim Foundation.

Meanwhile, it seems the Board of Directors for Cherubim Foundation isn’t interested in taking responsibility for their decisions or answering questions. They wouldn’t do it privately and they’re not going to do it publicly. They’re quitting. Funny, the Board builds a wall while I press for answers until I’m spent. Tape a weblog note on the window to the world and the whole thing collapses. When it was eight fending off one lone voice of concern it was no doubt easy to wrap themselves in patronizing platitudes. How things change when it becomes eight against hundreds. Thank you all for your support.

Rather than do the work to move Cherubim Foundation toward a successful future, a process made significantly more difficult by their failure to correct bad decisions rather than having made bad decisions, they’re quitting. The latest missive follows with my comments included in-line.

December 9, 2005

Dear Greg;

Attached is a letter that should interest you. Of course, it is regarding the Cherubim Foundation. The letter was sent to you registered, return receipt requested but we feel you did not receive the letter for some reason.

I never received a letter. Depending on when it was sent, I was out of town for a while over the holiday and no one has been here to sign for any deliveries. Its probable that letter is on its way back to the Board.

Greg, the letter describes the current status of Cherubim Foundation. We hope you read it thoroughly and consider a possible action step by you “to take over Cherubim and continue Janet’s legacy.” It is really up to you.

No, it really isn’t. Its up to the Board. I have no authority. I have no official standing or position with Cherubim Foundation. My past experience and current expertise is unwanted. That was made clear by how I was treated. More significantly, I have no interest in “taking over.” Curiously, the Board has fabricated this notion that I actually mean to take over the organization. The Board is “ready to throw in the towel” and “hand it over to you since that seems to be what you want”, as one voice message put it. Never was such an idea so much as suggested let alone stated as a goal. My original post certainly made it clear I had wanted to be part of a team in making Cherubim Foundation successful. I’m certainly their most vocal critic, but what do they have to say about the others whom have independently formed a negative opinion of their actions? Are they trying to take over the organization too?

Even if I was interested in “taking over”, what is the Board offering? Wreckage, as near as I can tell. I was in awe as I discovered the amount of goodwill that had eroded between Cherubim Foundation and its supporters as a result of the Board’s decisions. I’m not so pompous as to believe I have some magical corporate healer capabilities or that my name alone can fix things. (It cannot brake things either. That’s why I went to great lengths to document, verify and cross reference what was happening. Facts and shining the light did the rest, apparently.) Alas, I sense none of Janet’s presence in Cherubim Foundation and her legacy will likely manifest elsewhere. As it stands, there is nothing left to Cherubim Foundation that I believe in. This isn’t likely to change unless the Board is interested in a significant course correction. In the absence of such a shift, it would be orders of magnitude easier to start a new organization from the ground up.

First I was the grieving widower filled with misplaced anger and rage over Janet’s death. Well, at least they’ve abandoned that position. But neither am I in a position to take over a damaged corporation and run it solo. No, it isn’t up to me. It was up to me for 10 years. I’ve done all the solo time I care to and now all I want is to be part of a team.

If you are interested, contact one of the Board members soon and we would be happy to help you transition Cherubim.


The Cherubim Board of Directors

—–Original Message—–

November 23, 2005

RE: The Future of Cherubim Foundation

Dear Greg:

The Board of Cherubim Foundation is writing to you today for two reasons:

1) To inform you of the Board’s intentions for the future of Cherubim Foundation, and
2) To request a response from you to in the hope that its future is not short-lived.

Regarding the first item, given the obstacles facing Cherubim – the resignation of its Executive Director…

This isn’t an obstacle. Its actually an opportunity to do it right. For example, they could hire for a lesser position, an office staff person with specific responsibilities, like fund raising and nothing else. Rather than some all encompassing part time office mommy person upon whom the Board can dump every little full time detail they don’t want to deal with.

…and the detrimental content posted on its original Web domain…

Everything there is supported by the organization’s own documents and as yet none of the questions have been answered. The truth can be uncomfortable.

…to name just two – the Foundation finds itself in an environment that is not conducive to productive operation or effective fundraising. Under the circumstances, Cherubim has suspended grant-writing and fund-raising activities. Consequently, Cherubim will not take on any new participants; however, we will continue to carry out Cherubim’s mission by serving its current participants (40) with remaining funds. It is estimated that current funds will be exhausted by late February.

Last August, Cherubim Foundation had $75,000 to work with. How is it that runs out in six months?

Unless circumstances change, Cherubim will assist participants in locating other means for complementary care and will then transfer any remaining cash and physical assets to a nonprofit with a similar mission.

More on this below.

Thereafter, Cherubim Foundation will terminate operations, file the required documents for dissolution, and cease to exist.

Item two involves a decision on your part. It is the Board’s wish to continue operations of Cherubim Foundation, but not under the current conditions – conditions that will not permit recruitment of a qualified executive director or allow for effective fundraising to sustain its mission.

Clearly. Try changing the conditions to reflect greater accountability, responsibility and the ethical standards I called for in my previous post. Is the Board saying they are opposed to implementing a code of ethics?

The Board requests a written or verbal response from you to any Cherubim Board member within a reasonable time frame of your receipt of this letter. Additionally, we would need a meeting to discuss items of common interest. In the absence of such action, the Board will follow the path outlined above. Because timing is critical, we respectfully request you make contact with a Board member before December 9, 2005.

In closing, we’d like to reiterate to you that current Board members were each hand-picked, interviewed, and recommended for appointment by Janet because she believed their skills could help Cherubim grow and its mission thrive.

That’s overstating things a bit. Expand that word “appointment.” Its the key because to join the Board required a vote by the existing Board members. Janet recommended a lot of people. After a review by Board members, some of these recommendations were rejected. And some that were appointed turned out to be disappointments – all talk and no walk. The stellar candidates proved themselves over time. The Board lost two such members this past September with my announcement not to rejoin the Board – each of them having served along side Janet much longer than anyone currently on the Board.

The Board’s implication that because Janet touched them, there were special powers and immunities granted to their positions is self serving bunk. No, they’re still just people with livers and underwear like the rest of us. They each still have to earn their wings by showing the world that they can manifest in reality what Janet and the other Board members saw as potential. Some have and others clearly haven’t.

Their claim to special immunity by having received some sort of corporate blessing by Janet is offensive in that it implicates Janet as a cause of the problems which I illuminated and that happened on their watch (a common pattern which was demonstrated again in the Board’s defense of the conflicts of interest mentioned below.) Since Janet “hand-picked” them, any failings must ultimately be the result of her decision. Of course this isn’t true. They are each responsible for the problems which occurred on their watch. Any failures to fulfill the potential which Janet saw are theirs and theirs alone. That’s just how it turned out. The same would have been true of any successes.

The Board doesn’t get to spend this coin twice. How does the Board answer what happened to the Resource Buddy? Here is a part of Cherubim Foundation which Janet truly DID hand-pick, interview, hire and train. The Board simply authorized her to find a person for the position and left it up to her to do the work. Janet easily spent more than a hundred hours and precious breath to educate, train and develop the Resource Buddy. It can easily be said she was apprentice to Janet. No such effort was ever extended to any Board member – past or present. And yet, the Resource Buddy was treated so badly she resigned. So which is it? Janet has special powers to find perfect people and the Board screwed up by hiring and unqualified executive director who forced out one of Cherubim Foundation’s core assets without any of them so much as having a clue…or…Janet was mistaken in what she was lead to believe were skills that would be valuable to Cherubim Foundation.

Members of this volunteer Board have dedicated countless hours on behalf of Cherubim, providing expertise and services free of charge, volunteering for operational duties, and attending fundraising events. Some have donated money – one member contributing $10,000.

And the point is…? That’s what the Board is supposed to do. We all did this. My hours, which I did count so the Board could create a realistic budget in regards to technical matters, were between 200 and 300 hours for each of the past six years – not including time spent at Board meetings, attending events and talking with Janet about Cherubim Foundation business (Unlike each of the other Board members, my Board meetings often lasted several days. That was just part of living with Janet.) $10,000 is a generous donation and worthy of special recognition. Exceeding this in value was the phenomenal effort from Mr. Kurtz in regards to the yoga benefit and other events he made happen.

I care little about how much the Board watches the clock and more about results and several of the current Board members are decidedly short on that contribution. I was told by one Board member last August that he had over 1,000 hours billable time in on Cherubim Foundation since joining the Board. Doing the math, that worked out to about 6 hours a day, seven days a week since January 1. From this came an average marketing letter and powerpoint presentation. By comparison, Janet and two now disaffected service donors burned 50 hours to produce and successfully pitch three full page ads to Time-Warner magazines. Time-Warner donated space over the course of 10 months in a variety of their magazines to run these ads. The value of this was somewhere around $1,000,000. Now those are results. (Cherubim Foundation High Point: Sitting in a chemotherapy treatment room with Janet while she flips the pages of a Sports Illustrated and finds a full page ad for Cherubim Foundation. Very cool.)

Cherubim’s Board members are involved because they respected and loved Janet and because they want to help those facing the challenge of cancer through the vision of Cherubim. We all hope it continues.

We look forward to hearing from you.

Reading this stuff has become like reading cotton candy, only less satisfying or prophetic.

Efforts continue to frame my actions as uninformed and “sabotage.” No surprise here. I predicted this. I would agree with the Board, my “assumptions and conclusion were reached without all available information.” When the Board stonewalls questions and dismisses concerns as “micro management” (Just what is that, anyway?), of course I don’t have all the information. The glacial speed at which the Board was willing to answer questions was unacceptable given the issues that were emerging. This is precisely why I embarked on the monumental effort to research documents and talk to as many people as necessary in an effort to 1) round out the best possible picture and 2) filter out my own emotional junk from the issues. Given the fact a vital office staff person resigned due to working conditions for which the Board was clueless, they are not in a position to lecture me on the quality of my information. As far as maps of the territory are concerned, it may be incomplete but I’ll take mine over theirs any day.

This is another coin the Board doesn’t get to spend twice. Either be more forthcoming with answers or knock off the you-don’t-know-what-you’re-talking-about posturing. They have made some serious mistakes and I expect them to take responsibility for those mistakes. Its another distinguishing factor from previous boards. We certainly made mistakes, even serious ones. But we didn’t invoke the Martha Stewart Defense. We admitted the mistake and quickly moved on to a solution which would prevent a repetition of the problem. In other words, we learned and the organization was stronger as a result.

As part of my efforts last summer, I consulted with two attorneys with nonprofit expertise. I sought out these resources because 1) I was certain, but wanted to verify, what I found were bad business practices, 2) the Board wasn’t interested in correcting their behavior after being made aware of the problems and 3) I needed to know my options. Each had a similar analysis on the position in which the current Board has placed Cherubim Foundation and each had similar recommendations for what my options were.

My options included reporting what I had found to the IRS and the State Attorney General, which oversees nonprofit regulation in the State. A package of some 40 pages of documents (Board meeting minutes, emails, web pages, etc) and analysis were sent to the IRS. This is a bit like tossing stuff into a black hole so the Board may very well dodge a bullet if the IRS decides the issues outlined in my complaint are low priority. All I received is acknowledgement that they received my information. The rest is confidential. If the IRS finds merit in my complaint the worst that happens is Cherubim Foundation looses its 501(c)(3) status and has to earn it all over again once the problems are corrected.

At the core of the problems were several disturbing conflicts of interest which were in direct violation of the bylaws. If they weren’t already, the Board was made aware of these conflicts when I met with them in September, 2005. Perhaps the most serious of the interest conflicts were resolved with the executive director’s resignation. However, two conflicts of interest remain among the Board members. In my original post I called for the Board to adopt and publish a code of ethics which, like many, many other corporations, prohibits conflicts of interest like I discovered this past summer. I doubt the Board would do this unless they were ready to make substantive changes. Holding such a document up along side the record of their actions would bring the necrosis into sharp contrast. Regardless, the bylaws do this anyway.

Given the Board’s ethical blind spot for conflicts of interest, the following quote from their strategic plan for Cherubim Foundation gives cause for concern. As part of shutting down operations, the Board plans to…

“…transfer any remaining cash and physical assets to a nonprofit with a similar mission.”

I call for the Board to publicly demonstrate their moral and ethical fortitude by turning all assets over to the State as described in the bylaws or see to it the “nonprofit with a similar mission” is one which has no previous or existing connections with Cherubim Foundation. More succinctly, the “nonprofit with a similar mission” will be one for which none of the past or current Cherubim Foundation Board members or staff…

  • Has founded

  • Has served or currently serves on the Board of Directors

  • Has served or currently serves as one of the officers

  • Has served or currently serves as an employee

  • Has served or currently serves as a consultant

  • Has received any financial compensation or support

Additionally, the recipient nonprofit…

  • Is a legitimate 501(c)(3) nonprofit corporation and in good standing with the IRS rules

  • Can produce a current certificate of good standing from their State of incorporation

I am aware one of the Board members is involved with a nonprofit which appears to have been set up to solicit money for the direct compensation of her medical bills. The organization can at best be described as being aligned with Cherubim Foundation, but clearly has a different mission. Given that Janet’s ethical standards were the foundation to much of her success in life and that she knew she was helping create an organization she herself could not benefit from, it would be an obscene desecration of Janet’s memory for the Board to further exaggerate the ill effects of their already questionable sense of ethics by failing to transfer the remaining Cherubim Foundation assets in accordance with the criteria described above.

The Board will never know, much less appreciate, the thought, energy and time that went into my decisions this past summer related to Cherubim Foundation. When I witnessed how they intended to use Janet’s name and work, and the rot taking place within Cherubim Foundation that would likely become associated with Janet’s name, it became imperative that I do what I could to right the ship. Failing that, I was going to make it known that Cherubim Foundation was off course.

More than just Cherubim Foundation was at risk by their actions. The credibility of alternative and complimentary medicine practices, the organizations that support them, Janet’s book as well as other interests would likely suffer by association. We started Cherubim Foundation with a conscious commitment to ethical business practices and open communication with the organization’s supporting community. We were diligent in seeking business partners with equally high levels of ethics and integrity. We knew basing an organization on supporting alternative and complimentary medicine was going to be risky and so would have to be run to impeccable standards if it was going to survive.

It baffles me how the Board could be so disconnected from the community and business environment that they would fail to understand there are individuals and organizations that would relish the opportunity to expose the types of issues prevailing within Cherubim Foundation. Since they failed to act decisively in correcting the issues I initially brought quietly to their attention, my only recourse has been to rescue as much of Janet’s reputation and work as possible by distancing her vision from their actions.

This whole unfortunate turn for Cherubim Foundation has left me even more in awe at what Janet accomplished. Clearly in the time since I left the Board, with one notable exception, Janet was getting far less support from the Board than I realized. Too many times the Board meeting minutes make note of something one of the Board members was going to do and the follow through never happened. How much greater would the success of Cherubim Foundation have been if the Board had supported Janet as vigorously as they had the former executive director? It seems protecting a bad decision inspires greater loyalty than supporting a hard working visionary.

Comments or questions:

Voice: 303-771-5497
Fax: 720-489-5141

Comments may be sent privately to my email address above. Updates will be posted as necessary

[Edit History]

2005.12.16 – 1) I stand corrected on the value of the Time-Warner ad value. At the time the ads ran (2002) the advertising rate sheet for Time-Warner magazines ran from $141,000 to $162,000 per run. I don’t have an exact figure as to how many times each of the three ads ran, but as I recall there were 6 or 7 different sightings which gives a value of between $846,000 and $1,134,000. The actual value is probably much more. 2) Several minor changes for clarity.

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