Questions about potential conflicts of interests for BoD members and industry partners at a non-profit organization.

Good morning,

I am looking for some opionions about a situation that has come up in the non-profit that I am the treasurer of. Let me lay out some of the particulars:

  • The organization's charter is to provide education, networking, and industry influence over a specific part of the IT world
  • Generally, the organization achieves these goals by having a small number of conferences a year where industry vendors and customers hold educational sessions and informal networking sessions.
  • The organization engages a management company to deal with the day to day mechanics of running the organization, doing event planning and on the ground logistics for the events. They provide an executive director and staff to get the work done.
  • The organization is funded via registration fees for these events, exhibitors fees for the events, fees to vendors for other services like sponsored content in the newsletter and hosted webinars. However, the lion's share of the money that we "don't have to directly work for" comes from two "strategic partners" that negotiate agreements with the organization for significantly higher benefits than the other exhibitors/partners who tend to work on a conference by conference cadence.
  • The members of the organization are generally one of three groups: vendors of IT products, customers of these vendors' IT products and a small number of independent contractors.
  • The rules of the organization prevent employees of the strategic partners from being on the board of directors, the board is comprised of employees of customers and members of other non-strategic IT vendors.
  • It has been my experience that the "strategic partner agreements" have been negotiated in past years by the executive director and not folks on the board of directors, not only because this is something that would be "out of the wheelhouse" of most IT people, but because it would prevent potential conflicts of interest:- If the BoD member is an IT customer, they are invariably also a customer of both strategic partners.- If the BoD member is an IT vendor, they are likely a partner of one or both of the strategic partners and are even more likely to be a competitor to one or both of the strategic partners.

My conundrum is this: the president (an IT customer) and the vice-president (an IT vendor) both want to be directly involved in the discussions with the SPs about the next strategic partner agreements. The president's company is one of the largest customers of both of the Strategic Partners and the Vice President's company is an "on-paper" partner of one of the strategic partners (they subcontract and build products for the SP) and this company has been sued for by the other strategic partner.

Am I on the right track requesting that they both stand down and leave this to the Executive Director and management company staff, who have successfully negotiated good agreements with both partners in past years? Does anyone have any thoughts or color they could share with me?


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