I am very concerned that the board of a charity to which I belong is not following its bylaws. I read the minutes and also hear about problems from staff and volunteers, and there are numerous ongoing violations. They appear to be in debt as well, and probably in conflict of interest. They refuse to hear my concerns or tell me how they plan to correct the situation. Do I have any rights?

Most charities are small, and run by volunteers who have not received training in how to govern a charity. Many are saved by a conscientious senior staff member who takes his or her career in nonprofit leadership seriously and therefore gives the board good advice on how to operate (and has a board wise enough to listen and consider the advice). Many other organizations simply have their violations tolerated because there are few, if any, assets at stake other than goodwill, and few if any people willing to take over the board positions of those who are violating the bylaws, laws and wise practices. But in most of those cases, the board members are acting out of ignorance rather than malice.

A good board that realizes it does not have enough information to help them make good governance choices will seek help. This action should be taken in advance of serious problems, but better late than never. In your case, the board may be ignoring governance problems because some dominant board members are receiving personal benefit from the situation. You gave me more information than I can repeat in a public column.

The other board members may not understand their responsibilities, liabilities and choices. Boards that learn about nonprofit governance can work wonders in transforming an organization. Perhaps you could talk some individuals on the board into checking out some free or low cost resources. Try to turn apathetic directors into champions.

CharityVillage has online training in Boards That Work, and a Marketplace for finding consultants who specialize in nonprofit governance. Carters, an Ontario law firm, has a wealth of information, such as the recent How To Conduct Board and Members’ Meetings of Non-Share Capital Corporations paper by Theresa L.M. Man and Terrance S. Carter. There is free information at the Voluntary Sector Knowledge Network, especially if you are in BC, and at the Nonprofit Library Commons. CharityChannel.com has all the back issues of Nonprofit Boards and Governance Review e-newsletter (which I edit), and a boards forum for asking questions. You can also search for a downloadable copy of the Primer for Directors of Not-for-Profit Corporations from Industry Canada. Low cost governance training may be available from your local United Way, community college and organizations such as Canadian Fundraiser.

The Canada Revenue Agency might be interested in auditing the organization. You can register a complaint at www.cra-arc.gc.ca/charities. Some provinces also have a place for registering concerns about misuse of charitable donations. In Ontario, for example, that is the Public Trustee of Ontario. There is information there, as well, on the duties, responsibilities and powers of charity directors. Remember that you may not hear back about government actions; there are confidentiality concerns. Ask whether your identity will be kept confidential if you make a complaint; that might vary among government agencies and might also depend on a request for anonymity.

Apart from complaining, you have the right to:

• Vote at members’ meetings, to try to change who sits on the board and perhaps on other matters;
• Run for the board and try to change it from within. Your knowledge of bylaws might appeal to the voting members at the next Annual General Meeting;
• Withdraw your support (dues, volunteer time and donations).

You can also seek to be heard by major funders or partners, who might withdraw their support or commission a review. In any such discussion, and in any complaint, I recommend you stick to the facts and let the other stakeholders draw conclusions, rather than making allegations or accusations.

If all else fails, and the cause matters a great deal to you, consider starting another organization that serves the same cause, but better. Starting a new organization takes a great deal of time and effort away from direct service to the cause, and increases donor fatigue and wariness, so try very hard to avoid this option.

Since 1992, Jane Garthson has dedicated her consulting and training business to creating better futures for our communities and organizations through values-based leadership. She is a respected international voice on governance, strategic thinking and ethics. Jane can be reached at jane@garthsonleadership.ca.

To submit a dilemma for a future column, or to comment on a previous one, please contact editor@charityvillage.com. For paid professional advice about an urgent or complex situation, contact Jane directly.

Disclaimer: Advice and recommendations are based on limited information provided and should be used as a guideline only. Neither the author nor CharityVillage.com make any warranty, express or implied, or assume any legal liability for accuracy, completeness, or usefulness of any information provided in whole or in part within this article.