Becky Lewis: Changes are needed on STARS board
I am a Steamboat Adaptive Recreational Sports, STARS, volunteer and one of the three board members removed from the STARS board in November 2019. I have been a member of several nonprofit boards and chaired a national nonprofit board with 28 members, most of whom were physicians and scientists. I am well versed in board governance and was excited to be named to the STARS board in July 2019.
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.
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