Self-Notice of Meetings Published!
-- THIS SECTION IS A DRAFT IN THE WORKS --
The Board serves at the pleasure of the members and each Board member individually has specific fiduciary duties which covers the following:
1. Duty of Care
Board members must act with the same care that a reasonably prudent person would exercise in a similar role. That means:
Reviewing financials, audits, and reports before making decisions
Asking tough questions when something seems off
Showing up, staying informed, and taking action when needed
Ignoring problems—or “not knowing” about legal lapses—isn’t a defense. The law expects active, responsible oversight.
2. Duty of Loyalty
Board members must put the interests of RID ahead of their personal, professional, or financial interests. That includes:
Disclosing any potential conflicts of interest
Recusing yourself from decisions where you or your close associates stand to benefit
Never using RID information or relationships for personal gain
When a board member has a conflict, it must be disclosed and managed—not hidden, ignored, or left unresolved.
3. Duty of Obedience
This means faithfully following the law, RID’s Articles of Incorporation, its Bylaws, and policies. That includes:
Complying with state filing requirements (like annual audits and AG reports)
Holding membership meetings and elections on time
Honoring motions, transparency commitments, and governance rules
Without proper explanation, documentation, and updates, the board cannot unilaterally transfer the blame to former Boards, CEOs, and HQ staff.
The RID Board is responsible for documenting the minutes - both open and closed meetings - and publishing the open meetings as well as making closed meetings minutes available upon request (California Corporations Code §8333). If the closed meeting minutes discusses confidential information, those sections may be redacted with a brief privilege log provided.
A member has requested to inspect the board meeting minutes and the Board has responded on 5/19 in the email titled "Leadership Transition FAQs" with the following relevant language:
Thank you for your request. We acknowledge your rights under California Corporations Code §8333 to inspect board meeting minutes concerning matters that affect members’ interests. Board minutes are available to members and we are actively working to upload all minutes to the public Google Drive, which can be located on the RID website.
There continues to be no minutes published and no meaningful updates.
Rumors persists from current and former RID insiders about other allegedly unresolved conflict of interests among the Board members.
A brief discussion of conflict-of-interest are defined as follows:
Independence is lost if the person (i) was paid by the nonprofit or a related organization, (ii) had transactions over $10,000, or (iii) is a family member of a compensated person. (IRS)
“‘Interested persons’ means (1) any person currently being compensated by the corporation for services rendered to it within the previous 12 months … or (2) any brother, sister, ancestor, descendant, spouse, or in-law of any such person.” (Cal. Corp. Code § 5227(b))
Bars directors with a “material financial interest” in a transaction from voting unless stringent safeguards are met. (Cal. Corp. Code § 7233(a))
In other words, any actual or perceived conflict of interest involving a board member —particularly when it relates to oversight of compliance, finances, or member motions—must be disclosed to the full Board and summarized for the membership in plain language.
The role of any non-profit board is to provide oversight and supervise the CEO. The board does not get involved in day-to-day operations of the organization.
Facts:
The Board has previously fired the COO then more recently the CEO.
The Interim CEO, the Past President, stepped away from his role before end of his brief contract. A new Interim CEO was appointed who started in July.
Board begun the process of searching for a permanent CEO.
Board Vice President took the operational role of overseeing the RID 2025 Conference planning.
Director of Government Affairs was then terminated.
The Board is responsible for the annual reports required from all non-profits but those reports are prepared by the HQ. Annual reports at minimum is just the IRS 990 form. However, RID has historically provided additional information to its membership. The last annual report published by RID was from 2022.
A member asked the Board why this was happening. The Board has responded on 5/19 in the email titled "Leadership Transition FAQs" with the following relevant language:
The delay is due to ongoing operational and administrative issues that have persisted over the past three years. Throughout this period, the RID Board has consistently pressed for accountability from the national office, including urging the former CEO to ensure the accounting team finalized and submitted the financial reports for FY2023 and FY2024.
This expectation remains unchanged. The Interim CEO has been fully briefed and is actively prioritizing this issue in coordination with the finance and audit teams. The Board continues to treat this matter with urgency and is committed to transparency. Once the reports are finalized and validated, RID will immediately publish:
The FY2023 and FY2024 annual reports
The most recent independent financial audits
Accompanying Board meeting summaries
We appreciate members’ patience and will continue to provide updates as progress is made.
There has been no meaningful updates since that 5/19 email. This is extremely concerning because we have been delinquent with the state of California. An independent audit and 990 form is required to bring us into good standing again. While delinquent, RID is not allowed to collect or accept donations & conduct business operations.
Some members are troubled by expensive registration fees for the RID's national 2025 conference starting July 31st which made the conference unaffordable for many. In the same 5/19 email, the Board responded as follows:
The cost of RID conference registration is due to several factors:
1) Venue & Logistics: Renting space, tech, and staff in major cities is expensive.
2) Speakers & Programs: Quality workshop presenters and keynote speakers require honorariums and travel expenses.
3) Low Sponsorships: Fewer sponsors mean more costs get passed to attendees.
4) Processing Fees: Ticket platforms often add hidden fees. It is worth noting that the increase in conference costs are not unique to RID, as many associations all over the country are grappling with an increase in food and beverage costs, transportation costs, and space costs.
As a result, many conference planners face difficult choices in pricing and the provision of services.
Tips to save costs: Look for early bird rates, scholarships, volunteer opportunities, and look for a roommate to help save lodging expenses.
Some members are troubled by multiple reports of low registrations (expected 1,000, actual under 400). Then multiple presenters' contracts were cancelled with many received the notice just after the deadline. RID has promised to honor the registration waiver but would no longer pay for the travel stipend, which made it possible for many presenters to be able to attend the conference. This has reduced the total number of concurrent tracks from eight to five tracks, reducing the choices registrants have to earn the equivalent CEUs.
As of 7/14, one day before conference registration closes, multiple events were no longer visible on the official online schedule, including the Gala.
RID is currently undergoing both internal and external financial audits. While a revised, balanced budget was not submitted by the designated deadline by HQ, the Board is continuing to work toward finalizing the Year 2026 budget, including financial forecasts and recommendations. Once approved, the budget will be made available to members upon request.
The Board did not acknowledge the gravity of this situation nor its plans to resolve the deliquency. It is not the 2026 budget that is urgently needed but independently audited financial statements required to bring us into compliance with the state of California.
This is especially concerning because...
RID sold its original HQ building for just over $1million after expenses but then RID looked into taking a loan of $400,000 from CASLI to fund its operational shortfall through end of last fiscal year. The Board ultimately decided to cut costs instead of doing this.
NOTE: This is according to a 5/19 letter to AC Leadership Council but sources inside RID indicates the loan did happen... I'm still investigating this but my point still stand.
Without proper explanation, documentation, and substantive answers, can the board reasonably blame former Boards, CEOs, and HQ staff?
Documentation: Where are the minutes?
Explanation: Why is the Board silent on a wide range of governance issues?
Updates: Why is the Board deciding not to schedule special membership meetings and forcing membership to pivot to a bylaws-mandated petition?
In light of those facts leading to those questions, we have to consider a lot of possibilities, including some unfortunately nefarious ones. I have no hard evidence nor do I seek to dig up skeletons. However, we must protect an organization that is so vital to our profession.
Let's get the facts, ask specific questions, and - if necessary - hold individuals accountable. This is what I am working towards.