Governance
Dear Fellow Lions,
On May 14th, 2010, the MD19 Council received a report from an ad-hoc subcommittee that reviewed the restructuring process the Northwest Lions Foundation Board of Trustees completed in 2008. Because of time circumstances, the Foundation Board was asked to defer its rebuttal until July 30th. The following explains our reaction to this ad-hoc committee report.
For over four years, several former Foundation Trustees have objected to the changes occurring at the Northwest Lions Eye Bank, now known as SightLife. Despite our Board's exhaustive efforts to address the concerns raised by these critical ex-Trustees, they have refused to accept that the changes were necessary to both survive and grow in the very difficult and changing environment in which eye banks operate.
We disagree with many of the ad-hoc committee's findings. We are especially surprised and disappointed that not a single one of our Board members was contacted by the Committee BEFORE it made its report at the Annual Meeting. This omission of basic responsibility occurred despite our open invitation to the committee to contact any or all of us to determine why the changes were made, or to simply get the other side of the story. The predictable result is a report that was so one-sided and overly critical as to lack any sense of balance or fairness.
Throughout 2007 and 2008, we discussed the need for change with the Council, its Chairpersons, and dozens of Clubs throughout the Multiple District. For over two years, detailed reports and videos have been and continue to be available at our website (www.nlfoundation.org), addressing questions as they have been raised during this period. Over the years, Lions Members in all districts have visited this site, reviewed the material, and supported their elected Foundation Trustees to vote for these changes. The final vote for change was taken by Foundation Trustees at an open meeting. The vote was unanimous.
The ad-hoc committee made several points which deserve discussion.
The Northwest Lions Foundation is in violation of LCI trademark policies because it is not an independent corporate entity. Therefore, the ad-hoc committee concluded, from an LCI email, that we cannot use the Lions logo.
But LCI has never said we cannot use the Lions logo. It simply said it MAY be in violation of the trademark policy, which is determined by the LCI Board. LCI recognizes the Northwest Lions Foundation (NLF). It recognizes SightLife as one of its eye banks. In all probability, LCI will not revoke the logo use for the following reasons:
- Northwest Lions Foundation is a brand-building, well-established, and beneficial non-profit Lions community service organization with 40 years of service. Only Lions and their communities gain from our service. Primarily, only those entities or persons who use the Lions logo for personal gain are censured by LCI.
- Most Lions who have traveled the country know that there are many Clubs in technical violation of the guidelines, usually through lack of numbers in membership or some structure in their Board of Trustees. Our own MD19 Council is in technical violation of the rules.
- When the MD19 Council's LCI Convention Committee came to us for financial help to organize the 2011 Seattle International Convention, SightLife and the Northwest Lions Foundation Boards both responded positively with a gift of $200,000 to the committee. Funding came from SightLife with only minor accounting control requirements and a promise from the committee that Lions Clubs would not be assessed for this project. Why would LCI punish the Northwest Lions Foundation for supporting their efforts? Why would the council want to?
- Any attorney experienced in corporate law understands that the SightLife Parent Board control issues, criticized by the ad-hoc committee, are normal Parent/Subsidiary bylaw clauses under Washington State Law. The "fear" factor that the SightLife Board would hurt or change the current arrangement to the detriment of Lions is totally unfounded. In fact, each year our funding from SightLife has increased. Our Foundation Board's ability to take unilateral action has never been challenged by the SightLife Board of Trustees.
In summary, the ad-hoc committee that prepared this report has failed to appreciate the reality that, like all organizations in this economy, we are trying to grow and survive. If we were to restructure as a separate corporation, the costs alone would be in excess of $50,000 per year. New IRS rules for filing tax returns account for most of this. This is funding that would deplete our community service programs, such as Lions Patient Care Grants and the Lions Health Screening Unit.
This is one of the primary reasons we wanted to remain part of SightLife and not be separated. We have talked to independent nonprofit experts and our model is not only workable, but in all probability the only model that is sustainable.
The Foundation has served us well these many years. The challenges we face in the future are difficult, but we are confident in our ability to grow and serve you and your communities. We are asking the MD19 Council to take no action on the ad-hoc committee report. We are also asking those of you who have feelings on this matter to contact your respective current or past District Governors.
In closing, thank you for your support and for your understanding through this complicated issue. I was reminded the other day by a Lion friend that the final five words in the LCI Code of Ethics are "Build up, don't tear down."
Respectfully,
PID Roger R. Richert, Chairman, Northwest Lions Foundation
Click here to read our original explaination of the reorganization, available on our site since November of 2008.
Click here to download the original documents that explain the reorganization in more detail, including answers to frequently asked questions, available on our site since November of 2008.
Click here for video comments from Trustees,
available on our site since November of 2008.
Download our Articles of Incorporation (PDF | 25.2 KB).
Additional governing policies and documents are available here.
For access to tax information, click here. (Note that you will need to set up an account with the GuideStar organization to access this information. A basic account is free and will allow you to access up to three years of IRS Form 990 from any nonprofit in the United States. Paid accounts may access older 990 forms as well.)
