AG Coakley's Office And Angel Flight Of New England Reach Governance Agreement To Establish Independent Board Of Directors
Prior to the governance changes, Angel Flight was under the control of a board of directors appointed by two "members" of the organization, one of whom was an employee and the company's president and the other of whom was his spouse. In January 2010, Angel Flight's two members acted pursuant to their authority under the Angel Flight bylaws to remove a majority of the organization's board of directors. In response to inquiries about this action, in February 2010 the Attorney General's Office began a review of the organization's governance structure to determine whether the board was sufficiently independent of management and whether it had appropriate financial disclosure policies. The AG's Office determined that Angel Flight's governance structure, which had not been materially altered since the organization's creation, did not assure an independent board that was free from management's direction. Therefore, the governance structure did not comply with good governance standards for non-profit charitable boards.
In response, Angel Flight made significant changes including:
- Amending its bylaws to establish a board of directors that is independent of management and has the sole authority to appoint and remove its directors, and
- Establishing a Conflict of Interest Policy mandating annual financial disclosures by directors and others and a process for evaluating those disclosures to assure the organization's interests are served.
The Governance Agreement incorporates the changes adopted by Angel Flight and provides for a five-year reporting period in which time the Attorney General's Office must be given 60 days' advance notice of any proposed changes to the Angel Flight bylaws that would diminish the authority of its independent directors.
The matter was handled by Assistant Attorney General Jonathan Green, of Attorney General Martha Coakley's Non-Profit Organizations/Public Charities Division.