The Board

Ever seen one of those movies where some guy is running things, and getting things done, and in every way in charge, and then when someone asks him to do something that he really doesn't want to do, but he doesn't want to offend the one asking, he'll say, "I'll have to check with the Board!"?

Sure.  You also see scenes where a person begs off by saying, "I can't get Board approval on that!" or "I could never get that past the Board!"

Sometimes they want to, but know they can't, other times they don't want to either, but don't want the blame.

The fun thing about that is that when you incorporate, you get to do that, too!  Because even though you're incomparably tiny and stand in relation to a corporation like Microsoft in the same way an amoeba stands in relation to a whale or an asteroid to a star, you are still a corporation and you do still have a Board!

The Board of Directors from the movie "Executive Suite"

You see, for most corporations, but definitely for all non-profits, a Board is a legal requirement.  In order to incorporate in the first place, one must have a Board of Directors that numbers at least three people.  They do not necessarily have to be a resident of the State, or a citizen of the nation, or even an adult.  But it's best if they are.

This is because a non-profit corporation has no owner, and so is overseen by a Board.  No Board, and that would leave the whole thing in the hands of just the Registered Agent and that would make it more of a private property, as he/she would be the only one calling the shots.

Now, given that most corporations, non-profit or otherwise, start with one person and their vision, most of these things are essentially run by one person after all.  The Registered Agent is the person most directly responsible for the corporation and is the one the State will seek out if there is a legal issue to discuss.

And the Founder is usually the Registered Agent, who also sits on the Board.  It is also customary for the spouse and immediate family members or close friends to be on the Board.  Typically a spouse and a friend, or sometimes a spouse and an adult child, or a spouse and even a lawyer.  In that last case, the lawyer is agreeing to vote and make decisions substantially as his client would.

In each case, you can see that it's de facto a one man show, even if de jure it is a Board.  In other words, the decider decides and the Board "rubber stamps" that decider's decision.

In the entire history of corporations, profit and non-profit, it almost 100% of the time starts out with the one person with a vision, and his Board hand picked to do little more then validate him as he goes about doing all that needs to be done.  He is bound by law, but above most any internal checks and balances by virtue of it being his project, he knowing all the ins and outs, he caring the most, and having the most in it.

And for having prudently picked a Board that will rubber stamp things.  Which is the informal way of saying "validate".

This is known as "Founder's Syndrome" because the power, authority and dominion exercised over the corporation by that person will never be repeated.  In most every case, the successor will be bound far more tightly by the Board, who will have not so many - if any - special ties or loyalty to the new CEO, President, Registered Agent, or whoever is that Decider.

Most often, and this is fascinating for how often this is the case, the Founder himself will see to it in the by laws and organizational set up that the next person will in no way have such unbridled power, but will be wholly subservient to the Board.  Thus the successor will be a caretaker to the Founder's vision instead of a new visionary who might steer the Founder's enterprise on to a new path.

Because even the Founder knows that Founder's Syndrome is not a good thing.  Perhaps essential for the start, it can kill that which took such effort to grow. There comes a point, sometimes not till the death of the Founder, other times at retirement, other times even sooner, where he must release the reins a bit, and let others have a say.  Usually, people being people and Founders being people, sooner than he thinks is necessary.  This is good for the corporation in many ways.

But first, I must emphasize, Founder's Syndrome is great at the start, in fact, it could be argued it's not even the "Syndrome" till after those initial stages of creation.  Really, it's the only way any new corporation ever comes into being and lives to grow more than a year or two old.  The corporation doesn't exist at first, there is nothing for anyone else to care about, it's one man's dream, and it makes sense that the best man to see that the dream is realized is the one who has that dream.

And no one else cares to at that point, anyway.  Have say over what?  A dream?  A business plan?  Like the barnyard animals of the children's story, no one wants to help with the gathering of the food or the prepping of it or the cooking of it.  But they might not mind helping eat it!

Eventually, though, if all goes well, the enterprise does grow.  It becomes functional.  It is built, it is in operation, it is humming along, and for a long enough time that it is unlikely to fail.  The vision has been realized.  Things can get bigger now, but in essence, all that was dreamed of is achieved, or is very soon to be.

At that point, it is not too soon for the Founder to think about having a real Board.  Or more delicately put, a Board that is checked with before hand, not advised of later.  If a Founder cares only for himself, he'll do this later.  If he cares primarily for the vision, he'll do it sooner.  I'm doing it sooner.

True, I've enjoyed the fun of having a Board as it is now.  And when talking to hard selling salesmen I've enjoyed saying things like, "Well, shoot me an estimate and I'll run it past the Board.  You know how they are." and by tone I'll imply that he and I are both businessmen of the world, and he'll nod back sagely as if he does know!

My own Board, as I usually have joked, is myself and my cats.  But in reality, it is myself, my wife and a friend of ours.  As is usual in such cases.  While my wife's input has been invaluable over the years, it is now, as it has been from the start, a "one man show" when it comes to the running and operation and changing and tweaking of things.

But now the time is here for the filing of the 501(c)(3).  The application is still being tweaked, but this may well be the week, and it is in fact planned that this be the week of filing.  At that point, the gathering of the food, the preparing of it and the cooking of it - so to speak - will be done.  Our non-profit will be complete.

True, there will yet be repairs and landscaping and expansions and our new food distribution program. There will be plenty of new and exciting challenges.  Perhaps even, a couple of years from now, another house contemplated.  But the main point is that all that will only be expansions, the non-profit will be "done", will be finalized, will have all that any "real" non-profit has.

And so it draws near for the next step.  For a larger Board.

I am announcing then that there are three spots available.  That is to say, there are three people on the Board now, and we will be expanding to five, which means one current member would be resigning.  In another year or two, depending on the consensus of the Board, we could expand to seven total.

Those interested may contact me at 217-720-2568 or clemens177@hotmail.com.  Please be aware that it is a position being offered, so there will be an application and interview process.