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35 Replies Last post: May 6, 2009 2:22 PM by BizSolutions

Board members and business owners

Oct 10, 2007 1:20 PM

Click to view legacy653's profile Start-up legacy653 5 posts since
Oct 10, 2007

Hello,
Nonprofit board members sometimes have their own businesses. Is it a conflict when the nonprofit uses said board members services? i.e. Board member own "xyz t-shirts", nonprofit orders 5k shirts from "xyz t-shirts".

Any feedback is appreciated!
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Click to view BDS INC's profile Founders BDS INC 131 posts since
Jul 20, 2007
1. Re: Board members and business owners Oct 10, 2007 1:24 PM
in response to: legacy653
It's generally only a problem when the business does not accept competitive bids. So for instance, non profit could get 5000 tee shirts from Joe's T-shirts for $2500, but instead buys same quality T-shirts from board member for $6000.
Click to view legacy653's profile Start-up legacy653 5 posts since
Oct 10, 2007
2. Re: Board members and business owners Oct 10, 2007 1:32 PM
in response to: BDS INC

So, it is up to the board member to make sure the nonprofits' interests are served? i.e. gives the best price by giving a discount, donation or barter so that nonprofit benefits?

I guess the board member may not make as high a profit as with a regular customer, but that is part of giving back. Which makes me ask, is it ethical for the board member to profit at all from the organization he serves on?

Click to view BDS INC's profile Founders BDS INC 131 posts since
Jul 20, 2007
3. Re: Board members and business owners Oct 10, 2007 1:46 PM
in response to: legacy653
It's not unethical for a board member with a legitimate business to profit from a non profit that is making a legitimate business purpose. If the non profit is renting a building, has phone/Internet service, electricity, etc., all these companies profit from services the non profit needs. As long as the board member provides a legitimate service you'll be fine.

I rent out one of my buildings to a non profit organization in Baltimore. I could probably get about $2000 a month but I only charge them $1800, yet even charging them $1800 I still make a nice profit. While I am not on the board, I do volunteer for them.
Click to view legacy653's profile Start-up legacy653 5 posts since
Oct 10, 2007
4. Re: Board members and business owners Oct 10, 2007 1:51 PM
in response to: BDS INC
Thank you so much, your input has been very helpful!
When working with a charity, you want to & should be above board on everything. It is always good to double check!

Thanks again
Click to view Excellent's profile Mogul Excellent 46 posts since
Oct 12, 2007
5. Re: Board members and business owners Nov 13, 2007 2:00 PM
in response to: legacy653
In my opinion, I would think it would be a conflict of interest.
Click to view Ed O'Gee's profile Mogul Ed O'Gee 215 posts since
Oct 25, 2007
6. Re: Board members and business owners Nov 13, 2007 3:09 PM
in response to: legacy653
agree with BDS but excellent does make a point. I think a good thing for you to do is to put up blind bids. Whatever your business is, you'll bid on the non profits business just like everyone else. You should take yourself out of the contract review process and leave that up to other board members, that way there is no real conflict.
Click to view Excellent's profile Mogul Excellent 46 posts since
Oct 12, 2007
7. Re: Board members and business owners Nov 13, 2007 3:57 PM
in response to: legacy653

I agree it's good to give back but only if the business can afford it. You're in business to make money, not lose it.
Click to view LUCKIEST's profile SCORE LUCKIEST 7,935 posts since
Aug 6, 2007
8. Re: Board members and business owners Nov 13, 2007 4:54 PM
in response to: legacy653
Try this one, Maybe this answers your question

Directors must act honestly and in bona fide. The test is a subjective one—the directors must act in "http://en.wikipedia.org/wiki/Good_faith in what they consider is in the interests of the company...
However, the directors may still be held to have failed in this duty
where they fail to direct their minds to the question of whether in
fact a transaction was in the best interests of the company.

In relation to a http://en.wikipedia.org/wiki/Company_%28law%29, a director
is an officer (that is, someone who works for the company) charged with
the conduct and management of its affairs. A director may be an inside
director or an
outside, or independent, director.

Theoretically, the control of a company is divided between two bodies: the board of directors, and the http://en.wikipedia.org/wiki/Stockholder in http://en.wikipedia.org/wiki/General_meeting. . In small private companies, the directors and the
shareholders will normally be the same people, and thus there is no
real division of power. .

LUCKIEST

Click to view Lighthouse24's profile Mogul Lighthouse24 2,396 posts since
Oct 10, 2007
9. Re: Board members and business owners Nov 13, 2007 4:57 PM
in response to: legacy653
EVERY non-profit I have been involved with has this statement in it's Code of Ethics or Code of Conduct for board members: "No individual board member shall profit from the organization." If it is in the best interest of the organization, a member may supply a product or service to the organization at his/her actual (auditable/verifiable) cost, but not at a profit. (Some previous posts obviously reflect a different viewpoint and experience, so ultimately it's the specific organization and individual who have to decide what's right.)
Click to view Excellent's profile Mogul Excellent 46 posts since
Oct 12, 2007
10. Re: Board members and business owners Nov 14, 2007 11:11 AM
in response to: Lighthouse24
In reference to the quote, "No individual board member shall profit from the organization," does that mean that if someone is on the board of directors for a non-profit agency and that same person owns a for profit business that this person can not do business with the non-profit agency for whose board this person sits on?
Click to view Lighthouse24's profile Mogul Lighthouse24 2,396 posts since
Oct 10, 2007
11. Re: Board members and business owners Nov 14, 2007 1:53 PM
in response to: Excellent
In my board experience, the board member's for-profit company would be allowed to supply a product or service to the non-profit organization (if the board agreed that is was in the non-profit's best interest) -- but the for-profit company would have to supply that product or service at actual/verifiable cost (i.e., the company/owner could not profit from it).

If we think that something MIGHT be an ethical issue, it's almost a sure bet that at least a few other people will conclude that it IS an ethical issue (and at least one of them will contact the media about it).
Click to view Ed O'Gee's profile Mogul Ed O'Gee 215 posts since
Oct 25, 2007
12. Re: Board members and business owners Nov 14, 2007 2:53 PM
in response to: Lighthouse24
Lighthouse makes a good point. But again don't lose site that if your company can provide a product to your non profit that the non profit actually needs at a price that is competitive then where is the conflict? It is a touchy subject but I would not rule out doing business with a non profit just because I sit on the board. Again, when RFP's are put out, you should take yourself out of the contract review process.
Click to view Lucky7's profile Professional Lucky7 16 posts since
Nov 7, 2007
13. Re: Board members and business owners Nov 17, 2007 2:19 AM
in response to: legacy653
That's a legal question and there's a lot more to it than yes or no.

I would suggest consulting with an attorney because there are legal issues for you as a board member, the organization itself, and your company providing the product or service to the non-profit.

It can get complicated and you don't want to damage the reputations of anyone involved.
Click to view capecoach's profile Professional capecoach 7 posts since
Feb 14, 2008
14. Re: Board members and business owners Feb 14, 2008 11:36 AM
in response to: legacy653
I can be more the appearance of a problem than a real problem. It would be great if the Board member offered his goods and services 'at cost' or for free. If not, make real sure that you are getting competitive bids before you select that Board member.
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