Java Zen:Thinking Out Loud Monday, 2024.05.27
I don't think it's worth washing hogs over.

		Larry Wall


Spilling The Beans – Cherubim Foundation Update IV

“It is…due to circumstance beyond our control that Cherubim Foundation is closing it’s doors,” begins a letter to donors from the Unfounding Board of Directors for Cherubim Foundation. I haven’t received this letter. It was sent forward by a friend who did. So far no one in my family or Janet’s family received the letter. Apparently what we did wasn’t worth recognizing and thousands of dollars donated over the years doesn’t count. Whatever.

The polytope that is Cherubim Foundation’s demise is difficult to hold in one space and grok the gestalt. Probably not worth the effort, actually. A few of the facets, however, are particularly shinny and merit a closer look by anyone considering starting or participating in a nonprofit organization. Likewise, there is much that can be learned from this experience which may help other organizations facing similar challenges. The veils of diplomacy and secrecy are no longer needed in this story so lets just tip over the bean jar and have a look at the circumstances they couldn’t control.

A Brief Time Line

In late Summer and early Fall of 2005, I kept from public view what had been discovered regarding Board activity. It took some effort to get the Board’s attention but I finally got it when I pulled all support – moral, financial and particularly professional. When the technical infrastructure went dark they were at last interested in talking in a time frame shorter than several months. Action, it seems, does speak louder than words. The reasons for taking this seemingly harsh step and the events leading up to my decision have been previously posted.

By late September, 2005, I clearly laid out for the Board what the problems were and continued to keep a lid on all the gunk, waiting for them to take action and make several critical changes to how they were conducting business. These issues were not trivial. I repeatedly stressed that irrespective of how innocent and well intentioned their actions, they had to be concerned about precedent and the perceptions the community could have in regard to their actions. They should have been thinking how subsequent Boards would use or potentially abuse their example of leadership. I expressed the opinion that had these issues remained unresolved and become known to funding organizations, it would have been impossible for Cherubim Foundation to find the capital needed to survive, let alone thrive.

Allowing the Board time to correct their mistakes was the prudent course of action. Whatever the reasons for getting into trouble (inexperience, lack of attention or participation, unfamiliarity with the bylaws, etc.), they would have been easy to forgive if prompt and sincere action had been taken toward permanent solutions to the problems. Nonetheless, the Board was made aware that I wouldn’t remain silent indefinitely. In the weeks that followed, it became clear the Board wasn’t interested in correcting any mistakes. Their behavior indicated they were not of the opinion any mistakes had been made. This is where their actions begin to be unforgivable. Nothing was officially communicated to me or posted on their web site to show that anything had changed in response to my concerns.

Rather, their course correction seemed to be in the opposite direction. They chose to attack the messenger and attempted to brand me as a “saboteur” for having worked so vigorously to get their attention and point out the problems. Worse, they attempted to justify some of their actions by implicating Janet. Without any supporting evidence (I have asked for it and am still waiting.), such an accusation is unconscionable. This was the most egregious of several signs that Janet’s reputation was at risk given the Board’s recalcitrant position.

Their actions became something I could not just walk away from and let the community discover on its own. Eventually, Cherubim Foundation would most assuredly fail, vitiated by prevailing conditions. By then it would have been much more difficult to establish that Janet had nothing to do with the Board’s dubious business practices. Her ideas and the previous six years of Cherubim Foundation’s excellent work were at risk of being painted as an example of how organizations promoting an integrative approach to medical care are incapable of competent leadership.

After numerous, yet unsuccessful efforts trying to figure out why the Board would let these issues stand and what was stopping them from making some simple changes, I gave up in frustration and in mid October, 2005, expressed my concerns publicly. Hoping the knowledge that a wider audience was now aware of their actions might nudge them into reconsidering, I refrained from identifying anybody by name so they would still have room to maneuver with relative anonymity. In a disappointing display of ossification, they continued to do nothing toward either explaining their position or correcting their actions.

I grew increasingly adamant that an ill managed, potentially corrupt and crippled organization misusing Janet’s name and vision would be worse than no organization at all. So the effort to invoke some sort of response from the Board was escalated and several weeks later I filed a complaint with the IRS as a final effort to convince the Board they needed to change how they were managing the business. Even this gave them room to maneuver. In fact, had they prevailed with the IRS, either by argument or corrective action, they would have had substantial leverage to silence my complaints. I felt confident in my position. Apparently, when faced with the prospect of authoritative evaluation, the Board was less confident in theirs.

I have no idea if the IRS ever contacted the Board. Since filing the complaint, I haven’t lifted so much as a finger for or against Cherubim Foundation except to respond to a message sent by the Board in December, 2005, and, of course, this post. At some point in the near future, I will request the public record the Board was required to file as part of the dissolution of Cherubim Foundation in an effort to find out what happened to over $80,000 and the rest of Cherubim Foundation’s assets.

By mid December, 2005, the Board had created a bizarre fantasy that my efforts were an attempt to take over Cherubim Foundation and they were more than happy to drop their problems at my doorstep. The strategic plan of “Duck and Cover” had been replaced with “Cut and Run.” I posted their letter with my comments in response to their plan. In a private email sent to the Board the same day I posted my response, it was made clear I was no longer interested in meeting in person or speaking with any of the Board members. The often mis-quoted, mis-interpreted, mis-understood or twisted verbal exchanges with the Board and Executive Director were a source of great frustration and it had become a challenge to figure out which story of events were being referencing each time I had an exchange with them. So I let the board know all communication must be made through channels which leave a trail. I haven’t heard from them since.

But I’m here to spill beans today.

That I was dismissed as a Microsoft hating fetch-a-geek who’s contribution was expected to stop at “Yes, sir.” and “Yes, ma’am,” is easy enough to set aside for the purposes of this post. The qualifications listed on my resume, along with copious references to Microsoft, serves to refute their misconception on where I stood technically. After over two decades of professional experience in technical industry, I can recognize these attitudes from miles away. In this case it was a mix of techno-wannabes who fancy themselves software engineers (like a 10 year old with a pair of wire cutters fancies himself as a bomb squad expert), a common misconception that spending lots of money equals a solution and an inflexible attitude toward learning new tools, however better the quality. Mostly I try and get out of the way when attitudes like this enter the scene. But this was Cherubim Foundation. Janet, myself and many others worked damn hard to make it successful and so the wholesale efforts to raze a successful operation provoked the need for an explanation. That this explanation never reached a cogent level above whining, I’ll set aside, too. Booted to the curb as well is the fatuously juvenile psychoanalysis leveled at me.

The core problems are what have be be considered and they were much deeper than the petty squabbling about how stuff should get done. If that’s all it was, most definitely I would have turned away long before it got this far. God knows I wasn’t looking for anything like this. In retrospect, I don’t think the Board followed me to the next level, they didn’t track what I was saying about the larger consequences in the community, rather they stayed stuck on the notion I didn’t like the Executive Director and really couldn’t get beyond that.

Indeed, the problems were much deeper and potential repercussions much greater. Occurring so soon after Janet’s death, her reputation and the spirit of her work were likely to be adversely affected. Nothing anyone could do would separate Janet from Cherubim Foundation (although, it seems they tried.) And with that came my responsibility to protect her name and reputation in the community if needed. Anyone who doesn’t understand this hasn’t loved someone as much as I love Janet. And of course, there were Cherubim Foundation’s participants to keep in mind. It needs to be made clear that the problems described here were created after Janet’s death and were created by the Board members following her passing.

What was discovered in a few short days during August, 2005, were obvious and serious issues related new business practices. If a Neanderthal such as myself can quickly grasp the seriousness of the issues in play, the lid could have blown due to any number of causes – a potential Board member reviewing the records such as I did, a disgruntled employee, an audit from a funding organization or the IRS, etc. Once that happened and word of these practices got around town, there wouldn’t be a funding organization or informed donor who would send so much as a plug nickel to Cherubim Foundation.

The Board would have to change how they were doing business or Cherubim Foundation’s failure would be inevitable. They should have demonstrated by decisive action to the community from whom they were asking support that conflicts of interest would not be tolerated within the organization, donation requests would be respected and corporate responsibility would be restored. Sadly, we know the path the Board chose and how this ended.

Instead, members of the Board have promoted themselves multiple times as having completed an extended and special selection process conducted by Janet prior to joining the Board. This is just a goofy thing for the Board members to assert. It surprises me in a few cases but not in others. Janet knew she was the Founder, but she relied heavily on the input from other Board members when making organizational decisions. Each of them was voted to the board, not knighted into a sacred realm.

Janet had a way of making everyone feel special – it was one of her many gifts – unless her sense of fairness and decency were violated. Then it was best to clear out of her way. What was the point of asserting privilege? Was I supposed to be afraid of Janet? By invoking her authority was I supposed to back down? Did they think they had to convince me alone none of this was a problem? They had already falsely accused Janet of violating the bylaws so how was it this approach would be any more believable? They seemed to be working very hard to knock me off balance by invoking the spectre of Janet as being in support of their position or otherwise complicit in their actions. It disgusts me how they used her to suit their needs and I simply wasn’t going to allow this to continue. Mostly I wonder for who’s benefit the invocation of privilege was made. I have a very clear sense of what Janet would think about all this. A little more humility among the Board members might have cleared their vision in this regard.

It was tiresome to hear the repeated declarations of how Cherubim Foundation needed to be run like a business. Well, duh! The implication is that for the preceding six successful years it wasn’t run like a business and at last the cavalry had arrived to save the organization from certain ruin. I kept hearing Cherubim Foundation referred to as a “start up.” This alone reveals much about the prevailing attitudes crowding the boardroom at Cherubim Foundation. The management focus and goals of a start-up are significantly different from those of a small, but stable company that needs to grow. To hell with them and the donkey they rode in on. The reality was they couldn’t recognize the business that was in place. And so round holes in a business environment filled with circles were made square for square pegs.

Keep in mind, all I did was find this shit and tell people it stinks like shit. The Board of Directors for Cherubim Foundation created it. Everything presented here comes from Board records and traceable documents.

Conflicts of interest among Board members

A brief synopsis on Cherubim Foundation is in order so the following issues can be better understood in context. The core of Cherubim Foundation’s business was to match cancer patients with health care providers of non-insured services, such as massage, acupuncture, psychotherapy, etc. The employee position within Cherubim Foundation responsible for managing this relationship was referred to as a “Resource Buddy.” Cherubim Foundation had legal documents which patients and providers were required sign and which clearly described the nature of the relationships and responsibilities of all parties involved.

Furthermore, the Founding Board of Directors saw fit to include the following the in the bylaws:

Article 9 IRC 501(c)(3) Tax Exemption Provisions, Section 2. Prohibition Against Private Inurement

No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.

Nothing special here, virtually all nonprofit corporations have such a clause. What it says is the Board members and the officers cannot profit from the organization. Its purpose is to prevent conflicts of interest among Board members and officers and keep them from lining their pockets with the corporation’s money.

Conflicts of interest related to Carla Salinas, Board Member

On September 22, 2005, I meet with the all the members of the Board. One of the more upsetting tactics used by the Board as I challenged them with what I found has been to blame the dead. At this meeting, Board member Carla Salinas alleged in a phone conversation with Janet several weeks before she died, Janet offered full support for Ms. Salinas both serving on the Board as well as receiving compensation from Cherubim Foundation for providing professional services to cancer patients. Janet isn’t here to defend what she said, but I can say this arrangement would have been out of character for the standard I knew Janet to hold over the 15 years we were together.

It was then alleged by a different Board member that he knew “for a fact” Janet had benefited from Cherubim Foundation in a similar arrangement. I doubted this and a subsequent analysis of Janet’s accounting records revealed no such evidence whereby Cherubim Foundation wrote checks to Janet as compensation for professional services. At a later date, I asked the Board for records to support their accusation. I wanted to see copies of canceled checks and the provider agreement Janet would have signed before providing compensated professional services to Cherubim Foundation participants. If it happened, it shouldn’t have and needed to be set right. If the Board could produce the requested records, I would see to it that double the money was returned to Cherubim Foundation and any participants involved. To date no such records have been provided.

If it is assumed, for arguments sake, Janet said what Ms. Salinas claims, it doesn’t absolve any of the Board members from the responsibility of allowing the conflict of interest to exist. With or without Janet’s support, the nature of the arrangement is a conflict of interest. According to Board meeting minutes (March 28, 2005, August 11, 2005), Board members were required to contribute $5,000 to the organization so it appears Cherubim Foundation was both a referral and income source for Ms. Salinas’ private practice as well as an indirect way to have the organization subsidize her $5,000 funding obligation.

Furthermore, with a vested interest in acquiring clients for her private practice through the auspices of Cherubim Foundation, Ms. Salinas was in a position to influence who was permitted to serve Cherubim Foundation as a provider. What checks were in place to assure funders and donors that potential providers would not excluded for competitive reasons by any present or future Board members who might also be serving as Cherubim Foundation providers? The answer was Article 9, Section 2 of the bylaws but those were breached when Ms. Salinas was allowed by the Board to serve both as a Board member and a Cherubim Foundation provider. In view of the bylaws and the Board’s responsibility to uphold them…

  • No Board member should support a proposed conflict of interest and claiming an endorsement by the organization’s founder doesn’t make it OK.

  • Regardless of Janet’s position, Ms. Salinas herself should have recognized this was a conflict of interest and declined the arrangement.

  • The other Board members should have nixed the arrangement once it became know to them.

In the same meeting, Ms. Salinas indicated she had signed all the required paperwork to be a provider of services to Cherubim Foundation’s network of cancer patients. In other words, this wasn’t some trial balloon. It had been signed, sealed and delivered.

The solution was simple. Ms. Salinas should not have been allowed to serve as both a Board member and a provider. To help reestablish the community’s trust, I insisted the Board of Directors adopt and sign a comprehensive code of ethics. To my knowledge, this did not happened. To what extent Ms. Salinas has been compensated by Cherubim Foundation for providing professional services for Cherubim Foundation participants is a question the Board has to answer. What matters is the precedent this set and how it appears to funding organizations and donors. The only substantive action which would have established for the community this conflict was not longer an issue would have been for Ms. Salinas to resign from the Board. From then on, serving as a provider would not have been an issue and Cherubim Foundation participants would have no doubt benefited from her expertise.

Conflicts of interest related to Bill Marino, Board Member

When I asked what does it mean when the Board meeting minutes (August 11, 2005) clearly state…

Judy [The Executive Director] suggested that we hire Jane Marino [Board member Mr. Marino’s wife] as a Resource Buddy since [the current Resource Buddy] is working more hours than she was hired for or wants…Jane will have to be paid out of GOS, unless we can get permission from the funder (Caring for Colorado) to pay Jane with the Resource Buddy grant money. The Board endorsed the proposal. (Emphasis added.)

…it was asserted by one of the Board members that Board meeting minutes do not reflect the intentions of the Board. This was a transparent effort to downplay the importance of their own business records. It is more than just an intention, meeting minutes are an official document which record Board decisions and this looks and reads like a decision.

Again, according to Board meeting minutes (March 28, 2005, August 11, 2005), Board members were required to contribute $5,000 to the organization. Board members were also responsible for setting wages and salaries for paid staff, such as the Executive Director (ED) and Resource Buddy positions. This left the appearance that a Board member was in a position to directly effect the amount of financial compensation to a family member and indirectly have the organization subsidize the $5,000 funding obligation. Even if a Board member in such a position agrees not to participate in wage and salary discussions and abstain from all related votes, ipso facto that Board member cannot claim to be a full participant in Board business and becomes a burden to the organization. What checks were in place to assure funders and donors such private inurement didn’t happen? The answer was Article 9, Section 2 of the bylaws which were again breached by this endorsed arrangement.

The Board assured me that Ms. Marino had not been hired and has not received any payment from Cherubim Foundation. That’s a good thing, but of little consolation. The conflict of interest existed from the moment the Board endorsed the proposal to hire a direct family member of one of the Board members into a paid staff position. A responsible Board would never have allowed such conflicts to be proposed much less endorse them.

The precedent had been set by these conflicts of interest that the prevailing Board was insensitive to such ethical issues and left unchanged there was no reason to believe similar conflicts of interest would not have occurred in the future. The signs were there that Ms. Marino would have eventually found a paid position had I not raised a flag. The Board’s own records (July 11, 2005 Board meeting minutes) indicate Ms. Marino was briefly considered as a candidate for the ED position prior to the endorsement to hire her as a Resource Buddy. What matters here again is the precedent this set and how this would appear to funding organizations and donors. And again, the solution for affirming a commitment to ethical business practices and maintaining trust with the community was simple. Mr. Marino should have resigned and the remaining Board members adopted and signed a comprehensive code of ethics. Ms. Marino would then be free to accept any position for which she was qualified and Cherubim Foundation would have benefited from her expertise.

Conflicts of interest related to Judy Holland, Executive Director

The Board of directors hired the organization’s first paid Executive Director (ED), Judy Holland, on July 20, 2005. Since the organization was founded and up to her death in April, Janet had performed all the ED responsibilities without pay. The events surrounding Ms. Holland’s hiring were certainly curious. The first I became aware of Ms. Holland was via an email sent by her to a Cherubim Foundation email address I was responsible for monitoring. At the time, Ms. Holland was working for a consulting firm which specializes in providing services to nonprofit organizations. This message to pitch a succession planning workshop was sent just 4 days before a public memorial I was organizing for Janet in May, 2005.

So far, there isn’t a problem. I sent this message forward to all of the current Board members noting it was a rather insensitive pitch given the timing. Everyone was still very much grieving the loss of Janet and along comes this message for how to get along with replacing her. By forwarding this message, the Board of directors had been made aware of Ms. Holland’s employment relationship with the consulting firm.

Ten weeks after sending a pitch for succession planning, Ms. Holland was hired to succeed Janet as ED for Cherubim Foundation. In an email exchange with the consulting firm I asked if they had any part in recommending Ms. Holland for the ED position at Cherubim Foundation. The reply indicated encouragement for Ms. Holland to apply for the position was “as a friend, not as a former employer”. Odd, but sometimes things just work out that way. As yet, there isn’t a problem.

Almost immediately after being hired into the ED position, Ms. Holland solicited several work proposals from her former employer (Its unclear if Ms. Holland had been an employee or an independent contractor.) These proposals were for grant writing, a grant boiler plate, a strategic planning meeting and Spanish translations for various marketing material. It also appears no bid requests for this work were sent to other qualified businesses. Now there is a problem. My questions to the Board on this point are as yet unanswered.

Furthermore, I asked the consulting firm if Ms. Holland had done contract work for them subsequent to beginning work for Cherubim Foundation on July 25, 2005. The firm confirmed they received a bill from Ms. Holland via Cherubim Foundation’s email system on Ms. Holland’s personal letterhead sent September 8, 2005 for independent contract work. According to the consulting firm, Ms. Holland had worked on a particular project prior to being hired by Cherubim Foundation, but the bill submitted on September 8, 2005, was for work done on that project after Ms. Holland had been hired by Cherubim Foundation. In my view, the fact the project for which Ms. Holland billed the consulting firm had existed prior to her accepting the ED position at Cherubim Foundation is irrelevant. Any incomplete work should have been handled by the consulting firm and not Ms. Holland.

So it appears Ms. Holland continued to work as an independent consultant for her previous employer while employed as Cherubim Foundation’s Executive Director, in the capacity of which she sent work to her previous employer. In my line of work, the very least this gets a person is fired on the spot. Depending on the nature of the business involved, the consequences could be much worse. As far as I know, the Board did nothing to change this and it was several months after this was brought to the Board’s attention that Ms. Holland resigned of her own choosing. After that much time, she may have even received a farewell gift for all anybody knows. I viewed this as a serious conflict of interest and requested assurances from the Board fair and ethical business practices would be restored to Cherubim Foundation. Certainly they needed to adopt a comprehensive code of ethics. In my opinion, they also needed to immediately remove Ms. Holland from the ED position and suspend all work sent to the consulting firm until it could be reviewed and competitively bid. I, and therefore Cherubim Foundation’s community, were denied these assurances.

Respice Finem

These were “the circumstances beyond their control.” Can any of the Board members cite a single funding organization that would financially assist Cherubim Foundation in view of such Board behavior? Can anyone? Is there anyone who would willingly donate to an organization knowing your money would be handled in this manner? No?

In closing my last communication with the Board in December, 2005, I let them know what I felt were necessary and sufficient steps to take in order to reestablish Board credibility:

  • They must demonstrate to Cherubim Foundation donors, supporters, providers and potential funding organizations that they have thoroughly cleaned house. All conflicts as well as the APPEARANCE of potential conflicts must be removed. This means the source of any existing or potential issues must be removed. A major conflict left with the resignation of Ms. Holland. That’s not enough. Bill Marino should have resigned from the board. Carla Salinas should have resigned from the board. It was that simple.

  • The remaining board should have drafted, approved and published a code of ethics as called for in my previous post.

  • The remaining board should have drafted, approved and published that they had adopted provisions of the American Competitiveness and Corporate Accountability Act (Sarbanes-Oxley Act) as called for in my previous post.

  • The remaining board should have written a policy which clearly defined a fair, non-discriminatory request for bid process and implement the policy as standard operational practice.

  • If these steps were taken, I agreed to reestablish all technical infrastructure and support pulled the previous September until they could find replacement services. There has been no indication that any of this was even considered. Perhaps someone else knows something different.

    It should also be acknowledge that I was aware some of the people involved here unfortunately had their own personal experience fighting cancer. I am sympathetic to their plight. The issues I raise are not with each of the people involved personally, I barely know some of them, but the collective effect of everyone’s actions on Cherubim Foundation and its community. Everyone involved had a larger responsibility to Cherubim Foundation and if they were unwilling or unable to fulfill that responsibility they should have acted to reduce their commitment or stepped aside.

    In retrospect, the Board may have been counting on my pity for the narrow context of Cherubim Foundation’s business operations while ignoring the larger empathy I have for Cherubim Foundation’s community. What the Board doesn’t know is that the majority of my life has been spent living in the shadow of someone with major health issues, first a handicapped parent and then over 10 years with Janet. I know all too well how one person’s major health issues can affect virtually every aspect of the lives of people living with that person. With this comes a keen sense of when an illness is being used to adversely manipulate a particular situation. It can be subtle but overwhelming. It may be the ill person or those around him or her who are manipulating circumstances. Usually subconscious, unintentional and often driven by social memes, it is nonetheless something to be mindful of when a larger responsibility demands the focus. I’ll have much more to say about this in the future and in a different medium, so for now suffice it to say fighting a major health issue doesn’t give anyone a pass on following the rules or behaving ethically. Janet neither received or sought this kind of exception and the same was true of Cherubim Foundation’s participants. None of the individuals involved here should have expected such a pass either, especially given Janet’s example.

    Janet was well aware she was helping create an organization she herself could not directly benefit from as long as she or I were in any way involved with corporate decisions and business operations. To do otherwise would have invited the very criticism since leveled at the Board of Directors. They are likewise held to a higher standard for the sake of the organization. I say again, neither Janet or I were ever compensated by Cherubim Foundation for our services to the organization, no providers were compensated by Cherubim Foundation for any care they may have administered to Janet and Janet never received compensation from Cherubim Foundation for providing services to any of Cherubim Foundation’s participants.

    There are aspects to Cherubim Foundation’s failure for which I feel my actions have been responsible, but in the same breath I can say I regret none of those actions. If I had more experience dealing with unresponsive Boards perhaps I would have handled this differently. But this was a first for me and I had to learn as I went along. I’m not accustomed to people behaving like this. Many of the things I said and did were precipitated by situations set up before I ever began re-engaging with Cherubim Foundation in August, 2005. It was hurtful to experience how Janet was used to suit their needs and I took that personally. Consequently, it was simply impossible for me to reconcile what I found with the memories of all the hard work done for Cherubim Foundation by hundreds of people over the previous six years. Silence, at least for me, was not an option.

    Over the past 5 years I’ve seen many good, hardworking friends loose their jobs because corporate practices jumped the tracks of business ethics. Every time stories like Worldcom, Adelphia, Global Crossings, Qwest and Enron splashed across front pages and television screens, I’d ask my self “Who knew this was wrong and when did they know it? How does something like this get so bad?” I now have insight to these and other questions. It takes more strength to do the right thing than most people realize. The problems reflected by these headliner failures are not limited to the for profit sector. Less spectacular, but no less egregious, problems exist in the nonprofit sector. Recently, the Ford Foundation has come under the scrutiny of the Michigan AG and an article (“Some officers of charities steer assets to selves”) from the Boston Globe illustrates numerous examples. These stories and others which emerged in the wake of the 9/11 attacks and disasters such as the Indian Ocean tsunami and Hurricane Katrina have raised calls for greater scrutiny of and accountability for nonprofit organizations. The extension of Sarbanes-Oxley to cover nonprofits appears to be likely. What strikes me about many of these stories of corporate transgression is that they started out small. As perpetrators discovered what they could get away with, they began to push the envelope.

    I’ve expressed numerous times that I believe the problems created by the members of Cherubim Foundation’s Board since Janet’s death were probably unwitting mistakes and the result of clumsy decisions. I cannot vouch for the character of most of them nor have I seen the business record in sufficient detail to surmise otherwise. As bad as it looks, I prefer to side with their better angels. I could not, however, extend this belief to future Board actions or members. At the very least, conditions were created which would invite abuse.

    The goal here wasn’t to allocate blame. Such polemics are pointless and serve no benefit in an intensely people-centric environment. People make mistakes and they should be allowed the opportunity correct them. I wanted the Board to either justify or change their actions. They had both the opportunity and an obligation to the community to do this. The reasons for changing were presented here, but the reasons behind the Board’s decision not to change may never be known. Was there a proverbial elephant in the board room? Was it that no one was willing to break from the herd and risk speaking out once there was the implicit commitment to remain quiet? In the absence of any explanation we can only assume they thought the conditions described above were a good thing and put in place with the best interests of Cherubim Foundation and its participants in mind. What ever good intentions led them to allow these conditions to exist have to be judged against what the bylaws and IRS rules permit as well as the potential for future abuse based on precedent.

    To date, I have not received a single dissenting opinion, apart from the Board, in regards to my actions. This surprises me most of all. I have a reputation for being thorough, but I imagine there must have been some overlooked reasons why I should have let the Board do what ever they wanted however they wanted. I have tried to elicit such reasons from those I specifically asked to be critical of my actions and while their feedback was valuable, none was of a position prevailing conditions at Cherubim Foundation should be allowed to continue short of turning a blind eye. No anonymous letters, emails or posts to this weblog have been critical. I would dearly love to hear how this could have been handled better both by myself and the Board. I’m certainly not above saying “I was wrong.” Its one of those word trios that carry a great deal of power, like “I don’t know.”, “Let me help.” and “I love you.” Such insight could help quite a few organizations be more successful.

    In this case, the Board had any number of paths available to them for getting out of the mess they created and I suggested several ways to a solution. You might think the Board could collaboratively come up with options other than dump it on the widower. But you would be wrong. The best they could come up with was to snuff out the organization. Cherubim Foundation, it seems, was doomed the day Janet died.

    I believed these to be serious issues that needed to be corrected. You can decide for yourself and tell me if I was wrong. I’m still listening. I certainly don’t feel particularly courageous or proud for having repeatedly kicked the Board in the ass. Its been an unpleasant experience all around, but when I think about living with myself based on taking the actions I did to the best of my ability or taking no action at all, I can honestly say I have no regrets. A little discomfort in the short term has allowed for the future with a clear conscience. That’s a space in which things can be rebuilt.

    [Edit History]

    2006.05.27 – Another example of egregious Board arrogance, this time at Dartmouth University’s Association of Alumni.

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