From: Glen Fernandes (glen.fernandes_at_[hidden])
Date: 2024-09-18 02:34:43
On Tue, Sep 17, 2024 at 9:03 PM Vinnie Falco wrote:
> I think a lot of people, probably some in the Boost Foundation, do not have
> a firm grasp on the requirements of serving on a nonprofit board. Generally
> speaking, each member of a board of directors has three duties: loyalty,
> obedience, and care:
>
> https://boardsource.org/resources/legal-duties-nonprofit-board-members/
>
> The Boost community members who serve on the Foundation Board of Directors
> work hard, and they are dedicated. And I have concerns about the
> effectiveness of their governance. Serving on a non-profit board comes with
> significant responsibilities. Each director is expected to act in the best
> interests of the organization, ensure compliance with laws and regulations,
> and make decisions in good faith and a reasonably prudent manner. Directors
> are supposed to know the laws, rules, and requirements, as they are legally
> liable for the activities of the corporation.
>
> Unfortunately, the Foundation board may not be meeting these expectations.
> For instance, new members are added without proper orientation or
> documentation, such as articles of incorporation, bylaws, or a copy of the
> letter of determination. Some directors miss meetings or fail to provide
> written notice, which is a breach of fiduciary responsibilities. New board
> members are not provided with the materials to learn about Boost or its
> culture.
[snip]
> And, I would kindly ask the review manager to confirm that the statements I
> made regarding the Boost Foundation board members and meetings are accurate.
I want to separate out what I can answer objectively, of the two
claims I can identify above:
1. That the Boost Foundation board is not in compliance with requirements.
- Of certain members to the organization bylaws
- Of the board as a whole to legal requirements on all non-profit
organizations
2. That the Boost Foundation board is not operating effectively.
Correct me if I have misinterpreted.
Of the two, I can source an answer to the first after discussing with
some board members tomorrow.
Glen