Kent’s Korner 9-21-18

Kent’s Korner
CEO Kent J. Blumenthal, Ph.D., CAE
September 21, 2018

“Did you ever notice that people who don’t take time to do a job right the first time somehow always find time to do it over again?”   – Dad

We all carry tapes that play over in our minds of past lessons, advice and instruction.  My dad was particularly fond of imparting his own style of earned wisdom to his four children.

“A lazy man is always tired” and “Never do a half job” are two of his axioms that linger with me.  Another are his words used in place of this week’s Kent’s Korner title: “Did you ever notice that people who don’t take time to do a job right the first time, somehow always find time to do it over again?”

GVR is an $11M+ nonprofit corporation. We have 120 staff, 24,000+ individual members, and capital infrastructure of more than $36M.  We operate under federal and state laws (Arizona Nonprofit Corporation Act), and our own governing documents: Articles of Incorporation, Bylaws, and Corporate Policy Manual (CPM). Our Bylaws must be consistent with federal and state laws; only GVR members can vote to amend Bylaws. Our CPM offers policies that provide guidance in fulfilling Bylaws requirements, and is the de facto contract between GVR and our members. The Board controls the CPM, and a majority vote of the Board can choose to add, subtract, or otherwise revise it at any time. The Board Affairs Committee (BAC), one of five Standing Committees, has principal responsibility to maintain the CPM and suggest needed revisions to the Board.

There is an ancient Hebrew saying that “wisdom is the ability to see the future.”  It was a wise decision years ago that GVR’s Board opted to have legal review of all governance-related documents before policies and procedures are adopted.  Here’s the pertinent CPM section:

SUBSECTION 3.  BOARD MEETINGS updated 5/24/2016

D.   Use of Legal Counsel

1.   The President, Vice-President or Chief Executive Officer shall make initial contact with GVR’s legal counsel. Committee chairs needing a legal opinion shall provide the question(s) to the Chief Executive Officer and shall not contact the attorney directly.

2.   GVR Board contracts, Bylaw changes and all similar documents shall be submitted to legal counsel for review and comment prior to approval by the Board.

For the full Corporate Policy Manual, click HERE.

It is disconcerting to hear recently at some GVR meetings that legal opinions and legal advice are not important, or that they should not be pursued.  Pound wise, penny foolish, I say. In fact, I would go so far as to say that obtaining expert legal advice in advance of executing any GVR governance-related policy, procedure, or contract would be the first money I’d spend.  Whatever the upfront cost, it will always cost more to have to go back and fix something that need not be broken in the first place.

I am not sure why there is resistance to obtaining expert legal advice when clearly needed, if not required. This may sound a bit hokey, but ‘membership’ is the Holy Grail of the Arizona Nonprofit Corporation Act.  Anything that touches on an organization’s membership and that may lead to enfranchisement or disenfranchisement of the rights and responsibilities of members ought to have legal review before being put into effect.

Over the course of each year, GVR uses services of several attorneys and law firms, depending upon our specific needs and their areas of expertise. Here’s the short list of types of legal we often tap:

  • Nonprofit Corporation Law
  • Employment Law
  • Real Estate Law and Property Transactions
  • Tax Law
  • Contract Law
  • Construction & Contract Law
  • Insurance & Personal Injury Law

There was an avoidable incident at GVR Desert Hills Center on Election Day, August 28, 2018.  That was also the day of the most recent GVR Board of Directors meeting.  GVR leased space at Desert Hills to Pima County to be used as a polling station. As a service to members, Desert Hills and other GVR Centers have been used as polling stations for many years.  A candidate running for office in the primary election was told by GVR staff that it was not permissible to electioneer and distribute political materials on GVR property.  Staff properly quoted the CPM section that clearly stated the prohibition of electioneering on GVR property.  While staff was right in upholding GVR policy, our policy was wrong.  Arizona statute allows for electioneering within 75 feet of a polling station. There is a high likelihood that our CPM language pertaining to electioneering on GVR property never underwent legal review before being enacted. Following the incident, I apologized to the candidate both in writing and at a face-to-face meeting.

I do not think that resistance to getting legal advice is limited to just its cost.  While it is human nature to dislike an opinion with which we disagree, whether received from an attorney, friend, brother/sister or parent, it is another thing to put your corporation or business at risk because you simply do not like the answer to whatever question is asked.

As a proponent of seeking legal advice when required or needed, I reflect on my dad’s advice often.  I prefer to take time to get a job done right the first time, rather than having to find time and go back to do it over again. And invariably at a much higher cost.