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May nonprofit directors collude against president?

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May nonprofit directors collude against president?

May directors of a 501(c)(7) social club collude against the president and cause the president to be unable to enforce his/her fiduciary responsibility when the president suspects embezzlement by the other directors?

May directors of a social club meet and agree to oppose an effort by the president to undertake an unnecessary or unwise project?  Does the absence of the word “collude” affect the answer?  Does the absence of the implication that the other directors are crooks affect the answer?  Directors are obviously not required to do whatever the president suggests and may agree among themselves to say no.  If that is “collusion,” there is nothing wrong with it.  The stated question also seems to assume a guilt that the other directors could not be aware of or in good faith think is crazy.

I don’t know whether you are the president, but the president has multiple non-accusatory options to pursue an answer to his/her suspicions.  All officers and directors have a fiduciary duty to the club to assure that club funds are spent appropriately and are not being embezzled by anyone.  A club normally has a legal obligation to present a financial report to the members each year and the president should seek to assure that outside CPAs conduct an audit of the club’s books for the presentation.  Auditors generally disclaim the obligation to find embezzlement (which is, of course, one of the reasons they are hired), but if the president has suspicions about a particular type or types of transactions, the president may be able to have the auditors look particularly closely in reviewing those types of situations.

Even if the other directors oppose an audit, the members themselves have an interest in assuring the proper expenditure of club funds and may be willing to require an audit as a matter of good governance.  If they don’t want to pay for an audit, they might at least be willing to have some other members of the club (including accountant members) review the financial situation in detail. Or they might approve professional help, again perhaps done by accountant members, in setting up internal controls so that embezzlement would be a lot harder to accomplish.

It may take a lengthy campaign for the president to reach the point where the finances are closely scrutinized and fully understood.  The idea may have to be a plank in a campaign platform in the next election if the president runs for another term.  But it is hard for any group, no matter how close socially, to argue against assuring fiscal integrity with their own money.  The scrutiny can be conducted as a matter of good governance, not as an accusation of wrongdoing.

Tuesday, January 28, 2025

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