In the past month (in fact, during much of my lull in posting) I have been wrestling with three groups, two who are paying clients and one pro bono, who either have, or are about to have, serious board conflicts of interest.
In the worst case, a board member has been contracting for services for years, with no bidding, no review. In fact, the board member has proposed more services, the exec has resisted, and the board decided to sign the contract without the exec involved! Talk about asking for a visit from the IRS.
In another case, two or three board members can control the entire board, by reason of poorly written (or intentionally weak) bylaws. And they do. And there is little accurate or meaningful oversight from the other board members, who are really a throwback--titular board members who never come to meetings but lend their names....I thought that all ended in about 1990.
Makes me sad, makes me angry, makes me frustrated......
If you share my views, read these good pieces from Independent Sector:
Sample Code of Ethics
Obedience to the Unenforceable
Now I have to decide what to do as a consultant.......