Brian Glick wrote:
Chip

I could not agree with you more. No stone should be left unturned in getting
to the bottom of this. Unfortunately, the only way to use a 'broad brush"
and clean this mess up would be to sweep out the "insiders" and replace them
with people that will eventually become insiders. We seem to elect our
directors now, so I am at a loss to tell you if we are all misinformed when
we vote, or we have been all lead astray. I repeat what I said in an earlier
post, and that is, the people that I know on the Excomm and the board are
above reproach. That being said, does that make every member that voted for
their directors culpable in this situation? If that is so, what is to stop
an insurance company from coming after all of us. The answer: NOTHING! I did
indeed vote for my current director, and have every confidence that the job
being done by this person is in the best interests of all of us in the
society. Hindsight is really 20\20 and we are all going blind trying to say
what should have been done differently. It is too late to cry over spilled
milk.

Brian,

You are not a director and DO NOT have the liability that the directors
have. PERIOD.

Directors DO have a LEGAL LIABILITY (except in the 3 states that have
laws providing immunity from STATE LAW, not FEDERAL). To say that "we
had good intentions, but screwed things up" IS NOT A DEFENSE. Directors
are OBLIGATED to follow the Bylaws of the organization; not doing so
opens them up to personal liability, as it should. This is directly out
of the SSA's Bylaws:

SECTION 2 - Annually, after the close of the fiscal year, the books and
accounts shall be audited by an independent accounting firm and the
findings and opinions of the firm published and distributed to the
Directors, and to others requesting same.

It says "shall", not "may be" or "if we feel like it". If the directors
feel that the by laws are antiquated or inappropriate they have to
change them, which requires a two thirds vote by all of the Directors.
There is nothing that is "hindsight" or "20/20" here (unless you are
blind and can't read the Bylaws).

Without actually reading the D&O (directors and officers) liability
policy it is impossible to say what it covers, but it probably excludes
taxes, fines, penalties and interest. That is if the SSA even HAS a D&O
policy.

I contacted my regional director after the last fiasco, asking some
pointed questions about finances. After some prodding I got a copy of a
recent finance statement; it was PATHETIC! There was very little detail
(the whole thing was less than a page long). He said the Board's
intention was to post financials on-line, but that never happened.

Anyone who is even THINKING about becoming a director should start by
googling "non-profit director duties and responsibilities"; you will
get an eye full. I do speak with some experience; I have been on the
board of a $10M non-profit for over 10 years.

Tom Seim
2G
Richland, WA