Here’s a question for all members of the Board of Directors of the Jewish Community Association and a question for the broader Jewish community to reflect upon as you think about the abject failure of the JCA.  Mr. or Ms. JCA board member, are you a valuable, valued and responsible member of the JCA board?  If not, your immediate and graceful resignation may be good for you, the JCA and the Greater Phoenix Jewish Community.

12 REASONS WHY JCA BOARD MEMBERS SHOULD CONSIDER GRACEFULLY RESIGNING:

1.  You’re serving on the board more for personal benefit than for public benefit.

Do you or your business stand to gain financially because you are on the board?  For example, does your firm sell a product or service to the JCA such as health insurance?  Is the prestige you get from your board service helping to promote you in the community?  Was being a member of the board helpful for your wife to become the interim CFO?

2.  You have a material financial interest in a transaction with the organization that would be damaging if known by the public. 

See #1

3.  The organization’s values or activities are inconsistent with your personal values.

Do you believe in maximum transparency, high organizational effectiveness and efficiency, treating all employees with respect, demanding complete professionalism from the CEO, making maximum positive impact on the community, having an organizational brand that makes you feel proud and one that the majority of the community knows and admires?

4.  You are unable to support the organization when a board action is taken contrary to your vote.

Have you asked yourself why you continue to serve when the JCA board continues to bring shame to the organization because of errors of omission or commission?

5.  The organization is not operating consistent with the law and/or its own governing documents or policies despite your efforts to insist on compliance.

Have you ever read the bylaws of the organization that you serve?  Are you fully aware of the governmental laws and policies that govern the JCA?

6.  You’re not informed about the organization’s current activities and/or mission-oriented results, and you’re not informed about the performance of the organization’s executive.

Do you believe the JCA is well served by Stuart Wachs as its executive?  Have you provided direct feedback to Mr. Wachs about his performance or the way he is seen and talked about in the community?  Can you explain to supporters in specific terms what the JCA is accomplishing to improve the community – not in platitudes but in very specific terms? Do you believe that it is acceptable that 46% of the discretionary money raised by the JCA should be used for its overhead and undisclosed programs rather than being allocated to the Jewish agencies in the community?

7.  You don’t review the organization’s financials on a regular basis.

Do you have a good working knowledge of the JCA’s financial position?  Do you regularly review the profit and loss statement and the balance sheet?  Are those financial documents regularly reported on and discussed at the JCA’s board meetings?  Do you have significant questions or concerns but are afraid to raise them or ask them at the board meetings?

8.  You’re missing a significant number of board meetings and therefore unable to actively participate in governance-related planning, deliberations, and actions.

Do you regularly attend at least 80% of the board meetings and the meetings of the committees to which you are assigned? When you leave a JCA board meeting do you leave with a sense of pride and accomplishment knowing that your time was well spent and that it will make a positive difference in the community?

9.  You’re not contributing resources (money, time, connections, or other valuable assets) to the organization apart from the time to show up at meetings.

Are you making a significant annual financial contribution to the JCA?  When there is an additional appeal such as for Israel during a crisis do you make an additional financial contribution?  Are you actively soliciting support on behalf of the JCA’s annual campaign?  Do you regularly talk proudly to your friends about your association with the JCA as a member of its board?

10.  You don’t spend significant amounts of time thinking hard about whether the organization is effective at advancing its mission and how the organization could be more effective at advancing its mission.

Have you offered any input or suggestions about ways in which the JCA could be more effective in its fundraising, grantmaking, community planning, and reputation building?  And are you satisfied with all of these things? Do you wonder why there has been so much hiring, firing and resigning at the JCA staff?  Do you have any idea what current or past employees think about the organization and its leadership?

 11.  Your conduct at board meetings is viewed by the majority of other board members as disruptive, and you’re unable to work collaboratively with the other board members in a productive manner.

Are you a constructive board member at the JCA meetings either by refraining from disruptive comments or, perhaps even worse, by sitting quietly and not saying much if anything about the operations and condition of the JCA especially when you have something on your mind?  Do you wait until after the board meeting to vent your frustration in the parking lot or later with other board members who are also frustrated?

 12.  You intervene/interfere with the executive’s management of the organization by personally directing the executive and/or staff and falsely asserting rank (because a board member has no individual authority and no inherent rank in the organizational hierarchy as an individual).

 Do you do this? Or, to the contrary, do you avoid offering constructive ideas and input to the CEO or to the Chairman of the Board about their performance, the board’s performance and the overall performance of the JCA?

If your honest answers to most of these questions runs counter to these 12 questions then you should seriously consider gracefully stepping down from the JCA board.  Because the JCA is in VERY serious condition and as a board member the ultimate responsibility rests with you.  Not with Stuart Wachs.  Not with Joel Kramer.  But with each of the elected members of the board individually and collectively.  The buck (and the lack of bucks) stops with you.  If you are not part of the solution then you are part of the problem and thus you must consider gracefully exiting the board.

If you’re unable to meet your fiduciary duties of care and loyalty to act with reasonable care in good faith in the best interests of the JCA, you’re failing to meet your legal responsibilities. While personal liability may be extremely rare for volunteer directors of nonprofits (absent some kind of intentional wrongdoing, fraud, self-dealing, or unpaid taxes), you’re also putting yourself at greater risk, including from claims that may not be protected by your JCA’s Directors and Officers liability insurance. Further, your failure to meet your duties may be holding back the JCA from better advancing its charitable mission and serving its intended beneficiaries.

If you’re able to meet your fiduciary duties but the majority of the board is not, and such deficiency results in an organization with serious compliance issues and values that don’t align with yours, you may also be putting yourself at greater risk. In such case, you may need to balance your duty to still meet your individual legal duties with your obligation to do what’s best for the organization and your interest in protecting your personal interests from possible legal and/or reputational harm.

(This Blog post is based on an article written by Gene Takagi, a California nonprofit attorney who has provided corporate, tax, and governance counsel to hundreds of nonprofit clients. He has successfully helped strengthen nonprofits and social enterprises with responsive and comprehensible guidance in areas including: formation, tax-exempt status, governance, legal compliance, document review, collaborations, mergers, earned income, advocacy, international activities, and dissolution.)

 

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