Monday, April 13, 2015


Several years ago leaders at my Federation in consultation with our community's local agencies decided that it would be beneficial, even critical, to all for us to share a common understanding of the fiduciary obligations of Board membership. Two of us, both attorneys with broad service on the boards of directors of local, national and international organizations, were asked to present an outline of the responsibilities that come with non-profit Board service, the legalities, if you will, and answer questions at a series of meetings.

For almost a decade, working with JFNA's terrific CFO/COO Sam Astrof, I had participated in JFNA's annual Seminar for new Federation Presidents, discussing the same basic subject matter. These were always well-constructed and well-attended Seminars -- I have to wonder whether JFNA still conducts them and whether the Board member responsibilities subject is still taught. In any event, I came to those Chicago briefings on Board fiduciary responsibilities well-prepared, as did my partner, a brilliant lawyer and communal leader who had demonstrated real commitment to principle.

The Chicago seminars, as I remember them, were well-attended with an eager audience of Board members, old and new, who listened well and asked insightful, often hard, and always thoughtful questions. Senior Agency and some federation professionals also attended. I would like to think that these gatherings were more than just an exercise for the attendees -- I know they weren't there for the food. I remember the prep work we did for these and the joy we had from our participation as I contemplated where our Boards are today, some eight years or more after these Seminars were held.

I would conclude that there has been, first, a steady fall-away from historic principles of Board service in the past decade that preceded a more precipitous drop over the last few years of that decade. I have experienced this awful phenomenon personally -- the duty of inquiry abandoned by so, so many, included among them those who were and are my friends, who have readily abandoned principles once held dear out of a false sense that "leaders" deserve absolute, unquestioning obeisance...that what leaders say must be true even in the face of facts that, if examined, might prove our "leaders" wrong because...well, because they are our "leaders" and no further inquiry is required.

My friend, Howard Berman, the Past CEO of Rochester Blue Cross-Blue Shield/Empire Blue of New York, had written a definitive treatise on non-profit Board service. It is a valuable tool. Howard and I have spoken frequently on the subject of nonprofit Board member fiduciary responsibility. He, as I, has been shocked, surprised and disappointed with the evident collapse of Board member responsibilities in this era of ours in so many places. No one who looks at what has occurred could be anything but shocked.

This deterioration in the comprehension of Board responsibilities became especially acute in my mind when I realized upon reflection that too many, those who know or should know better, in fact follow that "duty of inquiry" at their home federations, and less so even there, yet merely accept as fact any and everything they are told at the national, Continental and international levels. One of my great friends from Chicago, who served on the Board of one of our international "partners," resigned; he told me he did so because "everything was hidden" and questions weren't permitted --  he is among the few with the courage to have done so. Most merely take the easy way out, asking no questions, seeking only the verbal assurances from their "superiors" in lay leadership that "all is well" and accepting those as absolute truth. Most have joined the chorus shaking their fingers at those of us who question and demanding our silence while maintaining theirs. And the results, as they say, speak for themselves.

That "partner" of mine in conducting our local Seminars on fiduciary responsibility?  I still love him.


1 comment:

Anonymous said...

I remember the Seminars that Sam Astrof organized -- they had great value to me as an incoming fed Board Chair. You weren't too bad yourself. Given what we know about JFNA today, they should have had Sam conduct the Seminar for JFNA Officers and that CEO.