In what I would label a rare action, one that certainly does not come frequently before the public's eyes (and frankly, who would care that much if they weren't active with the nonprofit), three board members were voted off the board. Now the letter to the editor is non-specific about the details and the author is clearly irritated by the outcome, having been dismissed while having served only 4 months and having been voted off without a clear explanation. But that the board even took this action is pretty amazing. I would pose that such action, albeit planful and for good cause, would be a credit to any board as I am frequently called upon to help address the challenges of board members who won't leave after many, many years and the bylaws don't specify a way out or the board has just grossly failed to act on such occasions.
Anyway, aside from the location (which sounds very appealing a place to live) this board has clearly lost its center. And yes, a good governance committee and a board chair that is coordinating all and talking with each board member on a frequent basis are two important checks-and-balances to have in place to avoid the author's experience.
From the Steamboat Pilot:
Becky Lewis: Changes are needed on STARS board
As part of my fiduciary duties, I requested copies of employment contracts, such as for the executive director, and asked questions about management. I got pushback from the executive director. Not simply being a “rubber stamp” for management is one of the primary roles of a board. Asking questions and knowing what is in STARS contracts are basic requirements for fulfilling board fiduciary duties.
At my second board meeting, I was appointed to chair one of the most important board committees with a number of tasks and goals under STARS’ new strategic plan. It appeared the other members had confidence in my abilities. Shortly after that, I was voted off the board.
The board members refused to give me a reason other than I did not align with STARS’ vision. When I asked several times for details, I was told that they did not need to provide a reason because the by-laws allowed the board to remove members “without cause.”
No board member would talk to me about the issue. This refusal to give me any explanation led me to the conclusion that I was removed as a STARS board member because I asked questions and tried to fulfill my fiduciary duties as required by law. I was not on the board long enough for them to determine that I did not align with the vision.
A governing board makes better decisions when it includes a diversity of opinions and engages in robust discussions. This board did not appear to want diversity of opinion nor have detailed discussions. Now, after ousting three members, they put themselves in violation of their by-laws that require a minimum of nine directors, as they now only have seven directors.
STARS is a valuable asset to this community and to the individuals and groups it serves; however, changes are needed. The board must take governance seriously and reconstitute itself with members who represent stakeholder groups.
Becky Lewis
Steamboat Springs