A recent NY Times story about a Louisiana/Mississippi foundation caught my attention.  Yes, there are all kinds of fulfilling responsibility type issues but what caught my attention most was a standing rule about the governance of nonprofits in Mississippi ("what has 4 eyes and can't see?").

According to the rule, "a director of a nonprofit corporation can make decisions without seeking the approval of other directors".  One of the issues with the Maddox Foundation essentially centers on this governance nuance such that two directors were actually able to move the Foundation and its assets across state borders.  The NY Times article did not say as to whether Tennessee has a governance rule like this.

Before decrying this state law too much further, it would be interesting to review the Foundation's by-laws to understand what decisions require the full board's action and whether the action of a few would stand even with the permission of the State.  And who in their right mind would want to join a board that gave only a few authority without the input or action of the remainder of the board.  This approach to governance defies the basic principles of sound nonprofit management and governance.