Chapter 12 - THE BOARD DECISION
The independent investigation lasted four months.
Findings:
Diane materially improved foundation finances.
Diane created a successful event program.
Diane failed to disclose full ownership and control of Morgan Heritage Events LLC clearly.
Diane mixed private and foundation expenses.
Diane received approximately $96,000 to $122,000 in benefits or charges that could not be justified under the management agreement.
Diane repeatedly restricted board access to event records.
Diane misrepresented Claire’s availability and interest in foundation involvement.
The board voted:
6–1
to terminate Diane’s Resident Steward appointment.
Not immediate expulsion.
Ninety-day transition.
Diane could:
repay disputed amounts,
negotiate settlement,
and relocate.
The board also voted to hire an external property-management company.
The settlement negotiation nearly failed over one point.
Diane wanted the foundation to reimburse her for unpaid overtime as steward.
Her contract did not provide hourly wages.
It provided:
housing,
management fee,
and expense reimbursement.
Still, Diane argued the board had asked far more of her than the original role anticipated.
Independent review agreed partly.
The event business had expanded her responsibilities dramatically without formal amendment.
The foundation offered a transition payment of:
$36,000
for uncompensated administrative work and to resolve disputed compensation claims.
Some directors objected.
“Why pay someone we’re removing?”
Margaret answered:
“Because bad governance does not become good governance by refusing legitimate obligations.”
Claire supported that logic.
Quietly.
She did not want Diane rewarded.
She wanted the foundation accurate.
The same standard Claire demanded for Diane had to apply in Diane’s favor too.
No family steward.
That mattered.
Claire would not replace Diane in the same role.
The house was not a throne passing from mother to daughter.
The one dissenting director, Paul Mercer, argued Diane deserved probation because of her financial success.
He said:
“We are removing the person who saved the property.”
Margaret answered:
“We are removing a steward who stopped distinguishing stewardship from ownership.”
That sentence appeared in the minutes.
May you like
Claire later read it.
It described more than the accounting.
