The letter of May 9, 2013 from former Chair David Thomas to the Board of Advisors and Professional Division of The Monroe Institute accuses the Executive Director and Board of Directors of conduct that threatens the nonprofit status of TMI. The online document “Responsibility and Liability of Nonprofit Board Members” (vscpa/Content/visitors/nonprofit_resources/liability.aspx), published by the Virginia Society of CPAs, describes three duties of nonprofit directors: the duty of loyalty, the duty of obedience, and the duty of care. If the letter from David Thomas is true, then it appears that the TMI Board has breached two of these duties. The duty of obedience requires the board to act in accordance with the organization’s bylaws. In his letter, David Thomas states: “I did not resign of my own accord. It was not by the book. It was not with transparency or open communication. It was done without opportunity to speak on my own behalf. It was a premeditated act by Directors and Officers, voted on in a prior and secret meeting of these directors and officers, without my knowledge and without ample or any prior notice to all directors as required in the TMI by-laws… By-laws have not been followed, breeched, as well as a number of other governance guidelines and policies, standard processes and procedures.” The duty of loyalty prohibits a director from using their position for personal profit. The letter from David Thomas indicates that this duty has been breached: “Since the February board meeting, an Advisory Board member has repeatedly contacted a business partner of mine and made disparaging remarks and commentary of my personal character and business reputation. Almost immediately, within days of the February board meeting, this Advisory Board member called my business associate to tell him the news, that I was no longer on the board. It was first put that I ‘resigned’. Then this person went on to share negative and untoward opinions of me, personally and professionally, that I had to be removed from the board. This person, this TMI representative and insider, a close friend of several board members, has in these past three months also spoken to my business associate on behalf of a current board member, representing this board members interest and desire to actively work in an aspect of this business operation.” If the accusations in David Thomas’s letter are true, then the Executive Director and Board of Directors have endangered TMI’s nonprofit status. Along with the accusations of dishonesty also contained in David Thomas’s letter and the harsh and duplicitous dismissal of Karen Malik, these allegations demand, at the very least, an open, transparent and public investigation and airing of the operations of the TMI administration. The fact that the TMI management has not responded to these charges is deeply troubling. Anyone who has supported TMI should demand an inquiry.
Posted on: Fri, 07 Jun 2013 17:00:13 +0000
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