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 Post subject: Re: Who is on your BOD and why?
PostPosted: Sat Jan 15, 2022 9:33 pm 

Joined: Thu Oct 11, 2012 8:41 pm
Posts: 19
Location: Cos Cob, CT
I have read nearly the entire thread mostly skimming over those offended by another’s post so they can gain traction by being a victim.

I believe a BOD should refer to a “for profit” company whose profits are used to further the goals of that company.

I think a BOT should refer to a “non-profit” organization whose trustees have a responsibility to further the goals of the non-profit. Those trustees are responsible to protect “the collection” that they hold in trust for the public, hence the title, “Trustee”. In my state of CT, they are personally liable for the deeds of the non-profit. Members of a BOT should make a careful assessment of this liability and the exposure it presents.

Being on a BOT should be based on a person’s qualifications, with that person willing to step aside if a more qualified person becomes available. I was on a BOT, and said, on more than one occasion, “I’m just a place holder. You better hope you find someone a lot smarter than me if you want to grow.”

It’s very difficult to teach anyone how to play on a team if they have never played a team sport. If you can’t pitch, don’t expect to find yourself on the mound. As a team member however, you stick around so you can contribute the skill you have to offer when the team needs you. There’s no “I” in TEAM. Bottom line, there are too many people that want to be something that they are not and there are too many instances where that is supported, encouraged, or allowed.

Hoping in advance that the “spirit” of my words will not be dissected endlessly. In turn I will not be offended by any comment or opposing view.

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 Post subject: Re: Who is on your BOD and why?
PostPosted: Sun Jan 16, 2022 2:55 am 

Joined: Sun Aug 22, 2004 11:54 pm
Posts: 2018
*


Last edited by superheater on Mon Jan 24, 2022 6:52 pm, edited 2 times in total.

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 Post subject: Re: Who is on your BOD and why?
PostPosted: Sun Jan 16, 2022 3:48 am 

Joined: Sun Aug 22, 2004 11:54 pm
Posts: 2018
rmne1887 wrote:
I have read nearly the entire thread mostly skimming over those offended by another’s post so they can gain traction by being a victim.

I believe a BOD should refer to a “for profit” company whose profits are used to further the goals of that company.

I think a BOT should refer to a “non-profit” organization whose trustees have a responsibility to further the goals of the non-profit. Those trustees are responsible to protect “the collection” that they hold in trust for the public, hence the title, “Trustee”. In my state of CT, they are personally liable for the deeds of the non-profit. Members of a BOT should make a careful assessment of this liability and the exposure it presents.

Being on a BOT should be based on a person’s qualifications, with that person willing to step aside if a more qualified person becomes available. I was on a BOT, and said, on more than one occasion, “I’m just a place holder. You better hope you find someone a lot smarter than me if you want to grow.”

It’s very difficult to teach anyone how to play on a team if they have never played a team sport. If you can’t pitch, don’t expect to find yourself on the mound. As a team member however, you stick around so you can contribute the skill you have to offer when the team needs you. There’s no “I” in TEAM. Bottom line, there are too many people that want to be something that they are not and there are too many instances where that is supported, encouraged, or allowed.

Hoping in advance that the “spirit” of my words will not be dissected endlessly. In turn I will not be offended by any comment or opposing view.



You might want to look at this before deciding what a "trustee" is


https://www.gordonfischerlawfirm.com/no ... directors/

As a practical matter, most tax exempt charities are organized as corporations, precisely because there is limited liability and unlimited life.

So, if there's an option to be a director with limited liability or a trustee with personal liability, you'd be pretty stupid to accept the trustee role without substantial compensation.

I really can't imagine telling my wife "hey hon, you know that Board I was on? Yeah well there was a lawsuit against the board and we are personally liable. There's going to be lien on the house. so when I croak, you'll pretty much not be able to sell this place to finance the move to the Weeping Widows Retirement Village, sorry".

Also board members serve fixed terms, now while nobody can guarantee they will actually serve a full term, because people die, become ill and encounter other circumstances-they should be expecting to serve a full term. You are either qualified or you are not. If some absolute gem comes along and wants to be a part of the board, how would you even fairly determine who is the least qualified? That's a recipe for dysfunction and in-fighting and paranoia.

If this fabulous new person comes along, and there's no vacancy, expand your board.


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 Post subject: Re: Who is on your BOD and why?
PostPosted: Sun Jan 16, 2022 8:34 am 

Joined: Wed Jan 11, 2006 6:12 pm
Posts: 104
Also from https://www.gordonfischerlawfirm.com/no ... directors/, Mr. Superheater's own cited source for his alarmism about potential loss of board member's homes based on what the board is named, and that the acceptance of a role as a "trustee" rather than "director" on a nonprofit corporation's board without substantial compensation would therefore be "stupid":

"If a nonprofit’s board members are referred to as trustees instead of directors, it doesn’t magically transform duties to those under the higher standard indicated in trust laws. But, there is a risk that in referencing board members as trustees in lieu of directors may inadvertently increase the governing board’s exposure to arguments that trust law and their associated standards applied."

Translation of "exposure to arguments": our law firm would be happy to advise any nonprofit board or prospective member thereof, for a price and without any risk to ourselves that we are wrong, that as a matter of law, reference to board members as trustees instead of as directors does not, in itself, increase their risk of personal liability.


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 Post subject: Re: Who is on your BOD and why?
PostPosted: Sun Jan 16, 2022 8:41 am 

Joined: Thu Sep 22, 2011 4:29 pm
Posts: 1789
Location: Youngstown, OH
Crescent-Zephyr wrote:
I wish I could link the conference keynote talk that prompted my first post. He talked quite a bit about how nonprofits are expected to sustain themselves rather than being supported by the community and how that’s very flawed thinking.


Who are the ones doing the "expecting"?

Nonprofits are businesses just like any other and if they are not concerned with sustaining themselves, they will soon cease to exist. Being supported by the community is one of the ways to sustain themselves but must act in accordance with other methods of support such as generated revenue and investment income. Community support is not guaranteed and in some disadvantaged areas, there are more needs than there is community support to be obtained.

A prudent leadership structure will draw support from all three sources, leveraging to the extent possible what community support is available, but also having programs that can generate revenue and hopefully investments that can provide some income. Any nonprofit's first obligation is to itself, because only healthy and sustainable organizations can fulfill their mission for any length of time.

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 Post subject: Re: Who is on your BOD and why?
PostPosted: Sun Jan 16, 2022 8:47 am 

Joined: Thu Sep 22, 2011 4:29 pm
Posts: 1789
Location: Youngstown, OH
Utah Josh wrote:
[Removed because my defense was considered inappropriate.]


Sometimes it is better to just admit when you are wrong. You misinterpreted Kelly's comment and tried to turn it into something that it wasn't. Those things happen. Just own up to it and move on. Good advice for everyone.

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 Post subject: Re: Who is on your BOD and why?
PostPosted: Sun Jan 16, 2022 10:13 pm 

Joined: Sun Aug 22, 2004 11:54 pm
Posts: 2018
Jack Powell wrote:
Also from https://www.gordonfischerlawfirm.com/no ... directors/, Mr. Superheater's own cited source for his alarmism about potential loss of board member's homes based on what the board is named, and that the acceptance of a role as a "trustee" rather than "director" on a nonprofit corporation's board without substantial compensation would therefore be "stupid":

"If a nonprofit’s board members are referred to as trustees instead of directors, it doesn’t magically transform duties to those under the higher standard indicated in trust laws. But, there is a risk that in referencing board members as trustees in lieu of directors may inadvertently increase the governing board’s exposure to arguments that trust law and their associated standards applied."

Translation of "exposure to arguments": our law firm would be happy to advise any nonprofit board or prospective member thereof, for a price and without any risk to ourselves that we are wrong, that as a matter of law, reference to board members as trustees instead of as directors does not, in itself, increase their risk of personal liability.





Cheez, some of you guys really need remedial reading comprehension and logic.


I said "if you have a choice". There's nothing "alarmist" about recognizing that directors may be better insulated from personal liability in some if not most cases assuming there a choice to be made in organizing documents. I was addressing a post where an individual posited a personal difference between the term "directors" and "trustees" and the point of the link was to show the distinction is not made by individuals, but by prevailing law.


Did you read this?


"That said, some states have charitable trust acts (which are different from nonprofit corporation laws) and the term “trustee” can have a distinct meaning under such laws. In such cases, trustees are held to a higher fiduciary duty than directors, meaning trustees may be held liable for acts related to simple negligence. This means that a trustee could be held personally liable for certain acts even made in good faith."

You know Winston Churchill gave really good advice about remaining silent and only being thought of poorly, rather than removing all doubt.


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 Post subject: Re: Who is on your BOD and why?
PostPosted: Mon Jan 17, 2022 1:11 pm 

Joined: Wed Aug 25, 2004 11:16 am
Posts: 767
On tenure, it often protects good professors who are not in current political favor within a institution of higher learning. This can be a good feature of tenure as it forces a school to have a diversity of opinions in its staff. The university I attended had a new president and she cleaned out a lot of the people who opposed her. While today some think highly of her their are others of us that remember the oppression that came with any opposition.

Robby Peartree


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 Post subject: Re: Who is on your BOD and why?
PostPosted: Mon Jan 17, 2022 1:21 pm 

Joined: Sun Aug 22, 2004 11:54 pm
Posts: 2018
Robby Peartree wrote:
On tenure, it often protects good professors who are not in current political favor within a institution of higher learning. This can be a good feature of tenure as it forces a school to have a diversity of opinions in its staff. The university I attended had a new president and she cleaned out a lot of the people who opposed her. While today some think highly of her their are others of us that remember the oppression that came with any opposition.

Robby Peartree


I'm familiar with the arguments for it and it doesn't change the fact that its an economic benefit. I'm not sure what it does for the people whose office building was plastered with a manifesto entitled.

"Are You Sick of Your White-Ass Professor?"


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 Post subject: Re: Who is on your BOD and why?
PostPosted: Mon Jan 17, 2022 1:36 pm 

Joined: Wed Aug 25, 2004 11:16 am
Posts: 767
superheater wrote:
Robby Peartree wrote:
On tenure, it often protects good professors who are not in current political favor within a institution of higher learning. This can be a good feature of tenure as it forces a school to have a diversity of opinions in its staff. The university I attended had a new president and she cleaned out a lot of the people who opposed her. While today some think highly of her their are others of us that remember the oppression that came with any opposition.

Robby Peartree


I'm familiar with the arguments for it and it doesn't change the fact that its an economic benefit. I'm not sure what it does for the people whose office building was plastered with a manifesto entitled.

"Are You Sick of Your White-Ass Professor?"


I have seen tenure used to protect professors of all races and both sexes.

Robby Peartree


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 Post subject: Re: Who is on your BOD and why?
PostPosted: Mon Jan 17, 2022 2:29 pm 

Joined: Sun Aug 22, 2004 11:54 pm
Posts: 2018
Robby Peartree wrote:
superheater wrote:
Robby Peartree wrote:
On tenure, it often protects good professors who are not in current political favor within a institution of higher learning. This can be a good feature of tenure as it forces a school to have a diversity of opinions in its staff. The university I attended had a new president and she cleaned out a lot of the people who opposed her. While today some think highly of her their are others of us that remember the oppression that came with any opposition.

Robby Peartree


I'm familiar with the arguments for it and it doesn't change the fact that its an economic benefit. I'm not sure what it does for the people whose office building was plastered with a manifesto entitled.

"Are You Sick of Your White-Ass Professor?"


I have seen tenure used to protect professors of all races and both sexes.

Robby Peartree



You completely missed the point. Tenure does nothing to protect anybody from this sort of student-initiated hostility. In any case, we've spent enough time in this thicket.


Last edited by superheater on Mon Jan 17, 2022 3:36 pm, edited 1 time in total.

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 Post subject: Re: Who is on your BOD and why?
PostPosted: Mon Jan 17, 2022 2:37 pm 

Joined: Wed Jan 12, 2011 10:51 am
Posts: 12
Going back to about 2003 and I am trying to carefully word this so as not to name names.

I was involved in a major construction project. For various reasons, I got stuck at the job for a weekend. The owner's reps were there also. I suggested we go visit a local railroad. They agreed. Sitting in the bar at the hotel that night, they said they could direct a donation to the Friends group. They were thinking somewhere around $25k. Yes, they could get some PR out of it. They are helping the community.

It took almost 3 weeks to get any info from the Friends group, and I was a member! Needed things discussed here -- BOD list, mission statement, etc. There was not a lot of emailing, websites, etc at this time, so you had to call and fax. Apparently, the only one who could release any info was the President. He tended to not return phone calls.

I finally got some hand written documents. After having them typed, I reluctantly sent them on. Not surprising me, the donation did not come thru.

The main reason (apparently) was the BOD. The comments included: Too big of a Board (11 people). Lack of diversity. This was defined as basically not having any "professionals" on the board. If you were a member of the friends for a couple years and showed up to work, you got on the Board. That's OK, but does your Treasurer have any accounting experience? Does the Secretary do minutes? Why does the Board have an attorney on retainer? Basically, it seemed like the group was a bunch of guys who liked to play with trains.

Having hands on people on the Board is a good thing. But, at some point, do you have someone who can put on a suit (keeping in mind the time) and be reasonably articulate? When you are trying to get a lot of money, sometimes appearances matter.

I heard a phrase years ago. The requirement for a BOD member is the 3 G's. Give, Get or Get Off.


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 Post subject: Re: Who is on your BOD and why?
PostPosted: Mon Jan 17, 2022 4:00 pm 

Joined: Sun Aug 22, 2004 11:54 pm
Posts: 2018
dbbii wrote:
Going back to about 2003 and I am trying to carefully word this so as not to name names.

I was involved in a major construction project. For various reasons, I got stuck at the job for a weekend. The owner's reps were there also. I suggested we go visit a local railroad. They agreed. Sitting in the bar at the hotel that night, they said they could direct a donation to the Friends group. They were thinking somewhere around $25k. Yes, they could get some PR out of it. They are helping the community.

It took almost 3 weeks to get any info from the Friends group, and I was a member! Needed things discussed here -- BOD list, mission statement, etc. There was not a lot of emailing, websites, etc at this time, so you had to call and fax. Apparently, the only one who could release any info was the President. He tended to not return phone calls.

I finally got some hand written documents. After having them typed, I reluctantly sent them on. Not surprising me, the donation did not come thru.

The main reason (apparently) was the BOD. The comments included: Too big of a Board (11 people). Lack of diversity. This was defined as basically not having any "professionals" on the board. If you were a member of the friends for a couple years and showed up to work, you got on the Board. That's OK, but does your Treasurer have any accounting experience? Does the Secretary do minutes? Why does the Board have an attorney on retainer? Basically, it seemed like the group was a bunch of guys who liked to play with trains.

Having hands on people on the Board is a good thing. But, at some point, do you have someone who can put on a suit (keeping in mind the time) and be reasonably articulate? When you are trying to get a lot of money, sometimes appearances matter.

I heard a phrase years ago. The requirement for a BOD member is the 3 G's. Give, Get or Get Off.


Man, that's hard to read.

Most serious donors, whether corporate or individuals are going to want to substantiate the donation. This generally means that the dononee provides a letter containing the following:

The name and status of the donee. The amount of the donation and the date of receipt, a statement of what was received in return, if anything. A particularly fastidious donor will check up on the donee using the IRS' Exempt Check (used to be an annual publication, Pub 78) or on private charity monitors such a guidestar, but that extra step isn't necessary. In this case, I'm guessing the potential donor wanted to make sure the charity wasn't just wasting money-and that's their right.

It doesn't take much to put together a potential donor informational package and/or a standard thank you letter, and some larger charities that accept on-line donations issue a computer generated pdf for immediate download. Truthfully, the size of the BoD here is irrelevant-The President, Secretary o should have been the point of contact for potential donors. In some cases, this role would be delegated to an "Executive Director".

Ultimately, that organization lost out for simply not being able to respond to the donor. You can't fix lazy-or stupid.


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 Post subject: Re: Who is on your BOD and why?
PostPosted: Mon Jan 17, 2022 9:17 pm 

Joined: Wed Aug 25, 2004 11:16 am
Posts: 767
Robby Peartree[/quote]

I'm familiar with the arguments for it and it doesn't change the fact that its an economic benefit. I'm not sure what it does for the people whose office building was plastered with a manifesto entitled.

"Are You Sick of Your White-Ass Professor?"[/quote]

I have seen tenure used to protect professors of all races and both sexes.

Robby Peartree[/quote]


You completely missed the point. Tenure does nothing to protect anybody from this sort of student-initiated hostility. In any case, we've spent enough time in this thicket.[/quote]

You MISSED my point. The protection that tenure provided the professor had nothing to do with student complaints . Instead the professor that both the students and faculty alike wanted to keep was protected from an over cellist administration under direction of a self serving university president. Tenure is a complicated system and like any complicated system with both negatives and positives. It is easy to point out limitations, but what is more helpful and more difficult is to point out alternatives and their pros and cons.

We claim to be preserving railways here. If you study the different types of departments of most class 1 railroads it is impressive. Yet most preservation do not bother to study the diversity of the departments of the railroads that they claim to be preserving while facing many of the same challenges of motive power, maintenance of way, marketing, financial issues and many others. The fact is the more diverse your board is in skills the more able you are to understand and address different aspects of your organization's needs in a professional manner. Two decades ago I read correspondence about the early boards of the Colorado Railroad Museum and why the two co founders did not just anyone or a collection of the prominent the local railfans on the board. They wanted people with a diversity of skills and they worked hard to get that. It is a good goal and I see the long term wisdom in their thinking. The original post should cause us to ask if we have set our leadership up to truly lead or to only reflect the membership?

Robby Peartree


Last edited by Robby Peartree on Tue Jan 18, 2022 1:46 am, edited 2 times in total.

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 Post subject: Re: Who is on your BOD and why?
PostPosted: Tue Jan 18, 2022 12:56 am 

Joined: Sun Aug 22, 2004 11:54 pm
Posts: 2018
Redacted-it's pointless.


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