How Did This Happen? Part 2 of the Vanguard Foundation Story
Blue Avocado concludes an exploration of how it was possible for Vanguard Public Foundation to have come to such an inglorious end.
Article Highlights:
- Vanguard: What should the board have seen and done?
- The story so far
- Why didn’t the board and donors stop the spiraling of money, time, and attention into the Mouli scheme?
- The dream of political impact and leadership of a movement
- Setting aside good judgment
- Why didn’t the board act earlier about the direction, management, and oversight of the foundation?
- A complex reluctance to question the executive director
- Critics on the board left, were eased out, told to hush up
- Naivete on the board
- “Making” grants but not paying them out
- Changing the model at Vanguard
- Adding up the damage
Vanguard: What should the board have seen and done?
In August 2010, in a television-like drama, a limo was pulled over in Los Angeles by unmarked sedans and some 20 federal officers emerged — some with guns drawn — and arrested Samuel “Mouli” Cohen. A sealed indictment listed 19 counts of wire fraud, 13 counts of money-laundering, and accusations of defrauding 55 investors of $30 million.
The chief victims of this apparent con game? The Vanguard Public Foundation and its major donors.
Today, the Vanguard Foundation — once a daring, progressive leader — is little more than a telephone number, with its donors, leaders, and Cohen involved in multiple federal and state lawsuits.
The courts will eventually determine what Cohen did or didn’t do and how much insiders at Vanguard — including CEO Hari Dillon — are to blame. What concerns us here are the questions on everyone’s minds: What should the board have seen and done? Why didn’t anyone — staff, board members, donors, grantees — stop the downward spiral?
As part of the research for this story, we reviewed more than 300 pages of internal Vanguard documents, and interviewed some two dozen people including:
- Members of a group calling itself “Persons Directly Involved,” including former CEO Hari Dillon
- Current and former board members
- Donors
- Grantees
- Former Vanguard staff
- Attorneys involved with the foundation, and
- National experts on progressive public foundations.
Nearly everyone interviewed requested that their comments be published only on an unattributed basis, citing concerns over litigation, fear of retribution, or to help them put their unhappy Vanguard experience into the past.
The story so far
We reported on this story in an earlier issue of Blue Avocado, but the synopsis is this: In 2002, leaders and advisors of the Vanguard Public Foundation met a high-flying businessman named Samuel “Mouli” Cohen (no relation to author), a self-described “billionaire” who moved in wealthy circles in Southern California. At a party, Mouli — whose outsized persona is reflected in the fact that everyone gives him one-name status — met actor Danny Glover who connected him to one of the actor’s favorite nonprofits, the Vanguard Public Foundation. Mouli pitched a deal to have Vanguard donors buy stock in a company called Ecast that he had founded, on the premise that Ecast was about to be purchased by Microsoft with a “sure thing” ten-to-one increase in Ecast’s stock value.
Foundation president Dillon served as intermediary between the donors and Mouli. He collected millions into a partnership called the Dillon Group (and another called the Glover Group) that would be invested in Ecast. The theory was that Vanguard donors could invest with Dillon and make a killing, and by pledging perhaps 40% of the proceeds to Vanguard, Vanguard would make a killing as well. But the process kept stalling, as Mouli demanded more money from investors, saying that approvals were needed from the European Union, and so forth. Ultimately the deal proved nonexistent: Mouli had left Ecast long before; there was no Microsoft deal, and Vanguard donor/investors have apparently lost tens of millions.
In the meantime, Vanguard’s own funds had dwindled. Fundraising for the deal took precedence over fundraising for the foundation, and the endowment and small donations were used to maintain operations. As a result, the foundation quickly moved into negative numbers starting in 2003. It continued to operate in deficit, ultimately reaching an annual operating loss of $1.28 million and a negative net worth of $3.5 million a few years later. Many politically progressive, small, community-based grantees even received award letters for Vanguard grants that went unpaid.
Why didn’t the board and donors stop the spiraling of money, time, and attention into the Mouli scheme?
For one thing, the donors and the organization got in too deep to get out.
Board members report that they were repeatedly told that Vanguard’s share of the profits from the Mouli deal would come to $20 million, but board minutes shown to Blue Avocado reveal that this expectation was never contractually confirmed with the investors (five of whom may have accounted for as much as $28 million that went to Mouli.) With Vanguard using its reserves at a rapid rate in the absence of incoming monies, and with virtually all the key donors deeply invested in the Mouli deal, it seemed too late to back out. Better to hope that it really would work out.
And, furthermore, they wanted to believe. Every con game requires a “mark” who wants to believe the overblown promises of the con. And Vanguard had more reasons than some to do so. First, it had watched the dot-com boom make other foundations wealthy and had itself, through the Dillon Group, tasted success in a small previous investment (with a firm called PurchasePro)… enough to whet the appetite. One former staff member described it as “the irrational exuberance of the time; you were rubbing shoulders with millionaires and billionaires. It was a weird time about what people thought they could do.”
The dream of political impact and leadership of a movement
Second, and just as compelling in a different way, the promise was not just personal wealth, but political power. Hari Dillon and the donors were frustrated with what they saw as relatively little impact through making small grants to others. Instead, they dreamed of the impact and profile they could have with millions of dollars deployed directly on Vanguard’s own staff-led initiatives.
Poignantly, donors and Dillon even became convinced that they had “converted” Mouli into a progressive left-winger. They brought him to a program of “urban peace awards” for the opportunity to observe his reactions. Later they congratulated one another on Mouli’s solemn statement that he was “moved.”
Setting aside good judgment
In late 2005, in the wake of continuing demands for more money, some of the major investors met with Mouli to hear his pitch directly rather than through Dillon. He won them over and the investment scheme continued.
Although Vanguard assets per se were not invested with Mouli, fundraising for the foundation stopped as fundraising shifted to acquiring funds for the Dillon Group to invest. One nonprofit helping quadriplegics, In Spirit, deposited over $300,000 with Vanguard, and now claims that Vanguard sunk its funds into the Ecast deal. This may not turn out to be true, but it may not really matter: it seems Vanguard spent money from groups like In Spirit on operations costs and donor funds were diverted to the Ecast deal. According to one reliable source close to the action, In Spirit had been promised a $50,000 bonus when the Mouli deal came through.
Board members and staff leaders admit that they made some incredibly bad financial calls. According to one staffperson, “We spent money we didn’t have… [Dillon] was very sure that this money would come in…. We were living as though we had money.”
Why didn’t the board act earlier about the direction, management, and oversight of the foundation?
More bluntly, why didn’t board members act to rein in their executive director as the foundation veered toward bankruptcy while they — and he — waited for the Mouli investment to pay off?
Several told Blue Avocado that they were concerned about the direction of the foundation even prior to the Mouli investment scheme, but the board seems to have been characterized by a general passivity. Board meetings became scarce, with rarely more than one face-to-face board meeting in a year, and agendas were more focused on political discussions than board oversight. Several board members were frustrated but were unable to gin up the energy to do much. Why?
An important clue is that the board was in many ways aligned with the direction of the foundation under Dillon, and impressed by Dillon’s accomplishments. According to one staff observer: “The board trusted Hari for a very good reason: he did bring the foundation from making little grants [to making larger grants]; he did triple the budget. There was a lot of trust in him, but there were no double checks.”
Many viewed Dillon as a “savior,” as one former board member put it.
In addition, Hari Dillon’s confidence was infectious, the kind of confidence that made him a perfect mark for Mouli. In a 2006 memo to the board, he described his Dillon Group — the investment vehicle for funneling money to Mouli — as having “developed into a vibrant, thriving, comradely entity in its own right,” but he deferred further explanation until his “speech at the victory dinner.”
A complex reluctance to question the executive director
A potpourri of reasons are given by board members as to why Dillon was not challenged more forthrightly by the board. Some described the board as mesmerized by his charm and vision; others were reportedly mesmerized by the African American celebrities Dillon knew. Dillon brought in Harry Belafonte to give speeches at Vanguard events; Sinbad and Dionne Warwick appeared at Dillon’s request; Danny Glover was a longtime friend.
At least one board member was afraid of being “race-baited.” When questions were raised about the emphasis on celebrities, a response was that “if we were a white organization, no one would say that we shouldn’t be so fancy.”
The board under Dillon also expanded — nearly doubled — with several new board members from community activist backgrounds. Many of them were grantees of Vanguard. This increase in size, along with fewer meetings, diluted the ability of the board to act cohesively.
And as one board member tellingly stated, “We [the nonprofit where she worked] were getting grants from Vanguard. We didn’t want to lose that.”
According to one board member who left only just before the end, “The board was meeting so infrequently that there was no accountability… there was a little discussion of grants, a little discussion of political moment, and big discussion that the Mouli promise was coming through.”
Critics on the board left, were eased out, told to hush up
Over time the critics felt more and more isolated and minimized. As recounted to Blue Avocado, the stories have a Rashomon feel: what one side sees as evidence of the foundation stepping out of marginality, the other side sees as becoming excessively self-indulgent. What one side describes as “black-baiting,” the other calls “white-baiting.”
As the situation spiraled downward in 2009, one email from a senior executive at Vanguard warned board members that “We need to stop all email discussions of any internal Vanguard matters… financial, political, personnel… unless we want to run the risk of seeing these emails in the Chronicle, SF Bay Guardian, or hear them being read on KPFA.” And the notes from one board meeting document one senior board officer advising board colleagues: “Do not say how terrible things were, how we have not been diligent.”
And the staff didn’t speak up: some left; others reportedly signed non-disclosure agreements as part of severance packages; and some simply kept quiet about their qualms, about financial reports that were seriously wrong, and about the shakiness of the Mouli scheme.
Naivete on the board
As Vanguard was running increasing deficits, one or more board members suggested that it was time to call a halt, at least temporarily, to awarding grants that couldn’t be paid, and to lay off staff to hold the line on the financial bleeding. But the board’s executive committee decided to keep on barreling down the highway. Why?
Some interviewees have suggested that the leadership was embarrassed, and perhaps concerned, that such actions would send a bad signal to donors: how can you raise money for an organization that isn’t functioning?
In hindsight, some board members’ inadequate understanding of the foundation’s business and their own responsibilities played an important role as well. Some admitted that they thought “foundation boards are different.” Vanguard used restricted funds for operating expenses, and spent donor-advised funds without donor advice. Fortunately, most of the donor-advised-fund donors were persuaded to forgive their balances retroactively rather than raise a stink. But as for the board, one board member said directly: “We were operating out of ignorance…. We assumed that we didn’t have a right to see the donor-advised-fund grants because that was between Hari and the donor.”
And neither board members nor staff apparently knew how to do appropriate investigation into investment propositions; a relatively cursory investigation would almost certainly have revealed Mouli to be a shady operator. It was not hard for Blue Avocado to find evidence of other litigation against Mouli in 2003 and 2004 with almost identical allegations to the current litigation around Vanguard. One private detective using the Vanguard investment scheme as a case study of inadequate due diligence discovered significant federal and state tax liens owed by Mouli.
Unfortunately, the board’s and the investors’ lack of due diligence didn’t just affect wealthy donors. As the demands for money from Mouli continued to grow, the Dillon Group reached out to a “second tier” of investors, middle-income people for whom the losses of thousands were much more painful than larger losses were to the top tier investors. One of the Persons Directly Involved calls the losses by middle income investors a “tragedy within tragedy, collateral damage.”
“Making” grants but not paying them out
Blue Avocado was given access to a detailed letter dated June 16, 2006, signed by seven grantees and addressed to the Vanguard board, that stated, “All of our organizations are waiting for disbursements of grants awarded by Vanguard over the past three years that have not been paid out in full. . . Between all the undersigned organizations, Vanguard has $79,000 in outstanding awards.”
They weren’t the only ones. Even grants to board members’ own organizations were going unpaid. When board members asked about the problem, they were eventually given a list of 34 grants totaling $494,405. According to one board member, “We got a list, but all of the names were blanked out and we didn’t know which ones were unpaid. [It would have been] almost funny if it weren’t so sad.”
Vanguard staff were surprisingly unapologetic about the non-payment of awarded grant funds. One said to us, “Some of these groups were just really angry because a $2,000 grant had to be cancelled, [but] we supported them for years and years… it was fifteen years of whenever you needed something, we [Vanguard] were there [for them].” And one of the Persons Directly Involved shrugged off the problem: “These were small grants… one $5,000 grant that didn’t arrive didn’t take anyone down.”
Like Vanguard, the grantees were waiting for Mouli. One former staff member said that the concerns of complaining groups were temporarily appeased by “the promise of much, much larger pieces of the pie… the hope that they could get funding of a size they could never [have] imagined.”
It’s impossible not to feel for one grassroots organization that sent a letter to the Vanguard board chair in 2006 saying it had finished its second audit where the auditor asked about its “non-receipt of funds [which caused the organization to tap its] little reserve.” A follow-up letter to Hari Dillon said that the “organization’s need for the grant funds owed to us is becoming dire.” A year later, the organization was still out of luck: “[We are] owed back grants and have not received any of it in spite of promises that it would be resolved by now.”
For such grantees, criticizing Vanguard in public seemed tantamount to attacking not just a funder but a movement ally. “Why would you damage the progressive wing by airing dirty laundry?” challenged the Vanguard leadership. So groups backed off.
And while Vanguard was politically left and countercultural — with a record of supporting anti-war marches and Free Mumia Abu-Jamal campaigns — it was still a foundation. Grantees knew that foundations don’t like nonprofits that complain about foundations. As one grantee worried, “It would come back to bite you in the butt.”
Changing the model at Vanguard
Vanguard had good reason to want to be bigger, more consequential, more powerful. Cumbersome procedures reflected the problem: a $5,000 grant would require a proposal, a site visit from a Vanguard staffperson and two Allocations Committee members, and then would pay out only half the funds until a six-month progress report had been received. One of the Persons Directly Involved said, “Part of the culture of the left is small is beautiful, but… small is marginal.”
Vanguard began to fund its own staff activities in “political initiatives,” as a result becoming less of a grantmaking foundation and more of an operating foundation. And they began soliciting donor-advised funds. Both actions moved Vanguard away from the idea of a general pool of dollars in which donors and community leaders shared in determining grant priorities.
In a way, the donor-advised funds divided the accountability of the foundation: community residents were not particularly connected to how the donor-advised monies were disbursed, and donors were not all that connected to the general or discretionary dollars.
Raising money for Vanguard’s own initiatives and looking for a donor or investor who could free the foundation from its fundraising/give-away cycle combined to make Mouli Cohen’s offer a philanthropic siren song that board and staff couldn’t resist, even as the good ship Vanguard foundered on the rocks.
There’s more to the story that has come to Blue Avocado‘s attention, including dimensions of the investments with Mouli; Vanguard’s use of real estate donations; rumors about operating expenditures and self-dealing; charges about dynamics between the African-American and Latino/immigrant constituencies in the foundation; confusion and contention about staff assignments, hirings, and departures; accusations about Vanguard monies in the aftermath of Hurricane Katrina; and more. But these are embroidery around the edges of the core questions of what the foundation was trying to do and how it got entangled with Mouli Cohen.
Adding up the damage
One of the self-critical insiders in the story sadly noted, “There are a lot of misguided people [in this story], but the monster is Mouli Cohen.” Described by the current lawyer for Vanguard as having once had “all the trappings of success,” Mouli may end up being seen by the courts as the financial ogre under the bridge.
But the conditions that enabled the Mouli debacle were present much earlier, in strategic choices made by the CEO, in staff behavior, in board passivity (although some individuals raised their voices ineffectively), and in the nature of foundation-grantee relations. At Vanguard, it was all compounded by a cascade of bad judgments and an inability to call a halt to things as the foundation spun out of control.
But the loss to the community is more than a fairy tale with a bad ending. As one former senior staff member said, “Vanguard gave money at the very, very basic grassroots level, to rent an office, get telephones… It gave people money when they had a vision, helped to put legs on those visions when nobody else would touch them. Vanguard would help people get to the point to apply to other [foundations.] It is really, really quite a blow.”
Editor’s note: Our thanks to the many former staff, former donors, and current and former board members who agreed to speak with us, gave us copies of internal documents, and helped us understand how the story unfolded. Your willingness to participate will encourage many others to speak up in the future, and help prevent similar futures for worthy organizations.
Update, May 24, 2013: The CNBC show American Greed did a full episode on the Vanguard Foundation story that includes interviews with our writer Rick Cohen and Susanna Moore, a Vanguard board member.
See also:
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- A Guide for Private Foundations: Tax Exemption and 990-PF Filing Requirements
- Why is it Hard to Give My Money Away? A Donor’s Perspective
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About the Author
Rick Cohen‘s investigative reporting appears in every other issue of Blue Avocado. His articles on the Decline & Fall of the Vanguard Foundation recently won a Min Award for journalism. A memory from his days as Director of Housing and Economic Development for an unnamed city in New Jersey includes giving a conference speech in Atlantic City on real etate tax abatements, and then playing blackjack at the “cheapo $5 table” the rest of the day while waiting for the mayor so they could go home.
Articles on Blue Avocado do not provide legal representation or legal advice and should not be used as a substitute for advice or legal counsel. Blue Avocado provides space for the nonprofit sector to express new ideas. The opinions and views expressed in this article are solely those of the authors. They do not purport to reflect or imply the opinions or views of Blue Avocado, its publisher, or affiliated organizations. Blue Avocado, its publisher, and affiliated organizations are not liable for website visitors’ use of the content on Blue Avocado nor for visitors’ decisions about using the Blue Avocado website.
As a member of the original staff collective that staffed Vanguard in the early 1980s, and its subsequent Executive Director from 1984 through 1990, I want to thank you for your thoughtful, straightforward, and frank article; and for having the courage to take on Vanguard in its recent iteration.
My stomach was lurching while I was reading your article a few minutes past midnight. By the time I was finished I had a full-press stomach ache. I am stunned by the blatant arrogance of the "persons directly involved" without regard for the difficulty that grassroots organizers experience in raising monies for their progressive causes.
.
My last count: your $405K no names list of unpaid grants $68K endowment when I left Vanguard in 1990 = $1/2 million in grants lost from the bay area progressive community that is in great need of resources, especially during these economic hard times.
There are a number of us who see the newly formed Bay Area Community Advised Fund (BACAF) housed at the Peace Development Fund as a sincere effort to re-seed the progressive grassroots communities in Northern California with general support grants, however small.
The three main tenets of this new effort are:
1. ethics and accountability to community
2. transparency
3. humility and respect for grantees
This is a modest start – of a local social justice fund here in the bay area given Vanguard’s closure. Activists and donors involved in all phases: fundraising, organizing committee and grants committee.
The fund is housed at the Peace Development Fund for now. They just gave away $20K this summer with a goal of $100K by the end of fiscal year, 2011.
Also, I’ve been thinking about some pointers for a Never Again! 5-points. How about these ideas as a standard for all foundations, large and small:
I’ve been thinking about a structure that is not a regulatory body but one that is voluntary and at the local level – something like a better business bureau within the regional association of grantmakers structure.
A volunteer body comprised of NCG (Northern California Grantmakers) members and grantees (this is a key component) who can take on the role of ombudsman – providing an avenue for complaints from grantees about rag members or any grantmaker operating in the area. I am running this idea by a few of our veterans in the field so that it’ll get a wide reception locally.
This idea may provide a ray of hope which will be sorely needed by your readers after they’ve read all of this muck about Hari and Vanguard.
I am just astounded how all of this could have happened when the early vision of Vanguard held the community with the highest regard, always. I am just heartsick after reading your article but inspired by mix of young and old activists and donors who are creating and leading BACAF. beth
Whenever I encounter the word “Transparency”… I gag. It’s like saying “we used to be kinda, uh … not too straigtforward…but now, trust us, we are !”
“Transparency” is the new “opaque.”
Dear Anonymous: Explain what you mean (though I think I can guess). I heard a sportscaster this morning talk about “transparency” as the new “favorite word” of our times. So if Mike and Mike in the morning have started to dismiss transparency as a word that is more used than followed, what does the “new ‘opaque'” mean?
do you mean that transparency without integrity has no meaning?
Beth: I went back and read your comment thoroughly and just want to say I appreciate the position you are in, of working on something so worthwhile and then watching this kind of thing happen. It is encouraging to hear about your new efforts. It reminds us and others that this kind of thing is not the norm. Just a very bad example of greed and arrogance run amok. Suzi
Thank you, Beth, for chiming in/speaking out about this situation. As someone who was involved with Vanguard when you were on staff, I share your pain in reading this story. I’m pleased to hear about BACAF and like your ideas about how to use lessons from the Vanguard story to prevent repetition of a situation like this. Emily
Dear Beth: Thank you for your interesting comments. But address this one point that emerges from the story, which is why Vanguard moved in the direction of the Mouli investment scheme, notwithstanding the issues you raised regarding the 3 tenets and the 5 points. Vanguard’s evolution toward the Mouli investment issue seemed to have its roots–taking personalities out of the equation for the moment–in concerns such as (a) that it cost a lot of money for Vanguard to raise money to give away money, that is, some of the costs were fixed costs (that is, how much many dollars should you expect to raise as a ratio against each dollar you give away); (b) that the appearance of much larger foundations that purport to have a social justice bent (for example, without vouching for their social justice interests per se, funders like the health conversion foundations) makes the small scale of a VPF or BACAG hard to justify or that it gives social justice nonprofits a viable alternative funding source to a strictly SJ funder like VPF or BACAG; or (c) that the small grants that a VPF gave to groups took more process than they were worth, and for impact, VPF needed to be able to give larger grants or give grants to groups over a longer period of years for more “institution-building.” I’m not saying that I agree with these points per se, but I can see some of the logic that would impel well-intentioned people to think that the original VPF model couldn’t be sustained an economically feasible way, that the effort to do it wasn’t worth it with the evolution of mainstream philanthropy into more SJ-friendly causes, and that the small grants approach of a very small foundation doesn’t ultimately work over the long run. Would love your comments and other readers’ comments on the feasibility of the VPF model over the long run.
Dear Beth: One more comment: While NCG may be a standout regional association of grantmakers, you and I both know that the self-policing track record of foundations hasn’t been stunning, to put it mildly. The trade associations representing foundations–the Council on Foundations and the members of the Forum of RAGs–have been averse to much pointed, foundation-specific criticism, notwithstanding the adoption of various kinds of codes of behavior. Take one area of concern that comes from the VPF issue: While VPF didn’t exactly invest foundation resources with Mouli, it spent restricted moneys on foundation operations while it waited for the Mouli ship to come in and dock. The result is that, because of the fungibility of money, VPF funds might have just as well been invested in Mouli’s deal, because it was the deal that brought fundraising to a halt and diverted attention. Would mainstream foundations allow an ombudsman to take a gander at their investments that have Mouli-type characteristics or, in the case of some well known foundations, that have connections to nefarious kinds of activities such as subprime and predatory lending, support for the government of Sudan in Darfur, etc.? Would mainstream foundations (and some progressive foundations) open themselves up to ombudsman criticisms of the performance of their CEOs and boards? Everyone at the Avocado will be curious to learn what you hear from the “veterans in the field” who have heard your idea.
Beth – I really applaud your suggestion of a collective ombudsman effort. I’ve been on every side of the various configurations in philanthropy and fund raising and recognize the need for a way to register complaints without running the risk of retribution. Congratulations on your response to the enormously sad story about the demise of Vanguard. Mary Anna C. Colwell
I was very heartened to read this statement. Having been some part of all of this story in the nonprofit world and elsewhere, it is hard to not experience a rather uncomfortable level of both outrage, horror, and SELF recrimination for sometimes being, if not the problem, some part of the problem. Like Beth, I experienced great stomach tension and could not even bring myself to read the second part until today. And still I am finding it difficult to digest. The comments themselves are both revealing and educational AND a lot to digest. I have not been able to complete this second set. (I realize that I am writing a year after). I have to commend Rich Cohen for diligently responding to each comment with even more provoking questions that sets in motion a sense of urgency and even call for action around a need for strategies to meet some of what has been revealed here. It would seem that if we are talking Social Justice — then within that framework we should be able to offer a solution for criticism without fear of retaliation. A process that serves that old notion of ‘conflict resolution’. And that particular area has indeed grown up in the last decade and would be worthy to consult. I believe that what is needed is available but because of the nature of both grass roots organizing and activism, it has not been utilized because of the unfortunate “efficiency model” … and because we often see this – the kind of training it would take – as a ‘distraction’ to our cause.
As a juror who just returned home this evening and finally able to read this story, I am proud to have taken part in finding Mouli guilty!
Whoa! enuf to make me throw up. really tragic, cautionary tale.
I make a living turning around nonprofits who are in danger of failure. I see this dynamic often, though not to this degree. I have published one article:
“Auditing the work of a strong ED” at: http://www.articlesbase.com/non-profit-organizations-articles/auditing-the-work-of-the-strong-nonprofit-chief-executive-2612470.html
This article describes the dynamics that seem to prevent board members from speaking up, to a strong and charismatic CEO. I’ll just provide one example here: An ED was in his position for 10 years and was seen as successful though an entire endowment had been nearly liqudated as funding dwindled. He never created a proper file (personnel, contracts, funding request, etc.). It was all (ten years worth of mail and filing) in neat piles around the outer perimeter of the office.
A second article is in the works trying to empower banks who have loans or other accounts with nonprofits to speak up to the board when financial matters are clearly amiss. You would be surprised what banks ignore thinking they can’t go “around” the CEO to the Board when the Board is, in my view, the actual accountholder.
I reference the Vanguard failure in this second article and credit Blue Avocado’s article for bringing it to my attention.
Dear Suzanne: Looking forward to your second article. For the life of me, I haven’t quite figured out the role of bank depositories and lenders with nonprofits. Particularly those banks that have seen nonprofits spend through restricted accounts (assuming that in some cases, these restricted accounts were segregated accounts) and those banks that have extended lines of credit to nonprofits, they must see the warning signs before the auditors do. Wouldn’t they tell the board’s finance committee (assuming there is a finance committee)? At the last organization I ran, the organization had a board finance committee headed by a board member whose green-eyeshade approach to our financials, including calling in representatives of the banks where we had our deposits and LOCs, usually kept me on my toes or more. She always had me (as the executive director) scared, but boy was that a good role for her to play, especially since she might actually ASK the banker something about our accounts. Do pass along your second article to the Blue Avocado, since I assume there are also privacy issues involved. How much involvement should a bank depository or a bank lender actually have in the nonprofit? Where is the line between useful support and inappropriate intervention? Thanks for your comment.
Rick, outstanding article series. I wish I could say that I don’t see these issues on a regular basis in the non-profit community, but unfortunately they are not uncommon. Particularly, issues like reluctance of boards to exercise their authority over the organization’s management/ED, and EDs being allowed to essentially oversee/openly circumvent board authority with no repercussions. Fortuantely, I am seeing some improvement as state and federal regulators play a more active oversight role in organization governance practices. I understand that most non-profit board directors do not wish to be “cops”, however, what we have seen is that “robbers” like Mouli–while not common on his scale–are not terribly uncommon in the non-profit sector. Sometimes, part of serving on a non-profit board means that you will be required to make unpopular and adversarial decisions. And, if prospective directors are not willing to embrace that reality, perhaps those individuals should consider not serving.
Dear Anonymous: Here’s my question in response to your comment: Given the details of the Vanguard Public Foundation story, what might the California Attorney General’s charity oversight office have done about VPF, when, and under what circumstances? What if anything could have triggered the AG to intervene, much less to “correct” things? The same question applies to potential IRS intervention. The regulators are focusing more on governance (just look at the content of the revised 990), but I’m not sure where that leads. For example, Vanguard Public Foundation had a large and diverse board. Maybe it didn’t function as it should, but it was there. I can think of other progressive foundations whose boards are husband-and-wife teams, two person boards comprised of blood relatives, usually not to be recommended as a desirable structure for foundations. When would an AG have known that the larger and diverse VPF board wasn’t doing its job? And what could it have done under the laws that currently govern nonprofit governance and management?
Hi Rick, I just saw your post. The CA AG has one of the best charity oversight sections in the country. Though I am not intimately familier with their laws, had the Vanguard matter been brought to them early on, they would have had several mechanisms available to them: restraining orders, investigative demands, ability to file actions against Mouli and individual directors to remove/replace them, penalize them, etc. All of these could have been pursued from a governance angle. Furthermore, many AG charity regulators regularly get involved in criminal investigations and allegations, so that opens the door to all sorts of potential remedies as regards dealing with guys like Mouli. Generally, AG offices operate like any other law enforcement agency. If no one ever complains, the issue may go unreported to the point when the organization is already in ruins–that unfortunately is a common theme in all fraud-related cases.
My guess is that CA has 20,000 to 30,000 organizations registered with it. So, obviously, they cannot proactively investigate all issues based on Form 990 content. Also, the Form 990–though improved–tends to be a garbage in/garbage out source of information. It’s only one minor source of information. The surprising issue to me here is: Why didn’t anyone ever report this to the CA AG or other law enforcement early on? (or maybe they did?) I’m not saying they would have for sure investigated, but it’s definitely the kind of case they regularly work. I can tell you had these allegations crossed my desk, I would have made sure that some governmental agency was taking a look at it.
Dear Anonymous: Thanks very much for your response. I agree with the problem of 990 content, but even with that caveat, there were some easy indicators in the Vanguard Public Foundation 990s (such as the rapid descent of assets into six and seven figure negatives, etc.) that might have caught someone’s attention. Nonetheless, with tens of thousands of nonprofits to monitor, the AG’s office can’t be expected to be reviewing 990s with a fine-tooth combs and spotting red flags.
So why didn’t anyone raise a complaint with the AG? I asked the same question of my interviewees. Some didn’t want to flag and publicize a problem with a politically progressive foundation, fearing that the result would be hanging the dirty laundry of the progressives in public, harming other progressive foundations and nonprofits. Some thought that if they–and the foundation–hung in long enough, the situation would right itself, the Mouli deal would happen or Mouli’s promises of other big charitable donors would materialize, making the foundation’s financial freefall only a temporary problem. Some of the nonprofits that were waiting for moneys that never came felt, as I noted, that highlighting the Vanguard Public Foundation’s problems would harm their ability to get future foundation moneys, foundations in California having had some difficult moments in the past with attention from the AG and being none too happy with government oversight and intervention in general.
But there’s also the question of what would people have reported to the AG. Certainly they might have cut their dealings with Mouli much earlier and turned him over to the authorities, especially given the evidence that he had had similar troubled legal and financial problems with other investors. But what else might have been taken to the AG? The donors with DAFs could have complained, but some appear to have given tacit or explicit authorization to the foundation to dip into their accounts for operating and other expenses while everyone waited for the good ship Mouli to dock. Staff members who thought that there might have been something untoward happening could have blown the whistle, but some appear to have left the foundation’s employ with severance packages that prohibited them from speaking out about the foundation (thus the problem I had that nearly all of the interviewees I reached requested anonymity). Board members might have said that something was wrong, but they had also approved many of the actions that snowballed over time into the financial and managerial predicament that Vanguard Public Foundation encountered.
Sometimes, an AG’s intervention is helpful as a jawboning exercise, not that the AG will find something worth prosecuting, but the AG inquiries compel the investigated nonprofit to snap to and begin to clean up its act. A good solid whistle-blower might have prompted enough attention to help everyone, staff, board, and donors rethink where they were, take a new look at the trajectory they were heading, and perhaps come to a realization about some necessary corrective actions.
I’d love to get your reactions to this. And the reactions of other Blue Avocado readers as well.
Hello again Rick, you raise some classic issues again. Let me see if I can respond to some of them.
1) The 990 trend of declining revenue and assets was/is a common trend in most foundations and NPs operating in the current economic environment. You’re correct that that could have been one trend to tip regulators about the issues occuring at Vanguard. However, frankly, it was/is a common trend occuring in a majority of organizations with institutional investments. Also, again, there would have likely had to have been some reason for the CA AG to actually review Vanguard’s Form 990 in detail to determine if their losses were somehow unique vs. essentially in-line with losses occuring in many other organizations. I can tell you that that would not be an easy or “black and white” exercise.
All of this said, massive negative figures would be a troubling trend worthy of further investigation. What we have seen in the current economic environment is a unique period for US NPs–that is NPs actually going “bankrupt”, selling off assets, and closing-up shop. Not only small generally tenuous organizations, but old stable foundations and organizations with seemingly “deep” and legitimate investments.
2) All of the points you raise about why organizations and insiders did not complain, are not at all surprising to me. In fact, they’re common themes. My gut always tends to feel a response like: Well, why should regulators care if you yourself don’t care about this organization that you feign caring so much about….? However, I know the issues and concerns are deeper then that gut sentiment. For example: I know that there are donors who need consumer protection, there are beneficiaries who need to insure funding, there are core governance principles that simply need to be adhered to, etc., etc.
Also, I am realistic enough to know that people and people in NPs don’t always trust government or understand the role of regulators in these situations. However, my experience is that normally those people directly involved in the poor oversight or bad activity seem themselves to most distrust outside regulators. Whereas, whistle-blowers and others who feel they have no voice in organizations (the ignored segment of directors attempting to question the subject activity), seem to understand the potential mediating/cooling-off effect of outside regulators. If nothing else, I have found that bad practices and activity tend to STOP about 12 seconds after being contacted by an AG’s office in all but the most corrupt situations. I would have been very interested to see how long Mouli would have stuck around once the AG’s office started poking around….
3) What I would generally say about the Vanguard board and principle managers is that they seem to me to be a classic example of: It doesn’t matter how many business people, professionals, lawyers, accountants, etc you put on your board, if they don’t do their job, it just doesn’t matter. I have seen plenty of “high level looking boards” who seem to have no clue about proper NP governance. “It’s just like the business I run, right….??” No it’s not. And, on the flip side, I have seen many many less sophisticated NP boards with a high level of accountability and governance knowledge. Generally, part of this relates to: More assets/more reliance on paid management, Less assets/more reliance on the board. However, unfortunately, this often gets translated in practice as: we’re paying management to do the hard work, so that all we have to do is show up once every couple months and nod our head’s during management’s presentations …..and maybe do some occasional fundraising events…What this environment often results in is a feeling by management that they are fully authorized to operate outside the scope of the board with no repercussions.
These are all interesting issues and I appreciate the dialogue you are raising. Honestly, at the end of the day, our concern should be protecting charitable assets to be used exclusively for the important good work that charities do. Occasionally, folks get duped. Occasionally, the wrong people get into the wrong positions. We can’t always help everyone or save people from themselves. The good news is that situations as bad as Mouli are extremely rare, so that probably means that most of the sector is doing the right thing.
Dear Anonymous: Yes, the numbers in the 990s don’t yield easy decisions, but judgment calls. I would suggest that the precipitous decline of the Vanguard Public Foundation predated the market/economic collapse, so Vanguard’s rapid foray into deeply negative assets would stand out against most foundations whose assets were generating returns hand over fist. Nonetheless, for the AG to take notice, it would have required someone to raise the issue. Did someone contact the AG’s office? I really don’t know. But had the AG taken a somewhat visible look, I tend to think that Mouli would have been gone in short order. From the inside, when the markets are feeding some nonprofits handily, a Mouli type of deal looks very attractive. Some very smart investors (including foundation and nonprofit investment types) bought into the Madoff scheme, even though they had high-priced investment advisors in the mix. It’s hard to find the outside advisors that might have told the Vanguard people that there might have been something fishy about Mouli, but even if there were advisors involved, would they have been smarter than those who blessed sinking money into Madoff? It is good news that Mouli/Madoff scams are extremely rare, but I think that’s because some staff and boards apply good sense and view with suspicion deals that are too good to be true. By the way, I agree wholeheartedly about “expert” boards. I used to conduct “autopsies” of community development corporations that failed and reviews of CDCs that had near death experiences but pulled themselves together. I was always kind of astounded to see how many of the groups that went under had top notch, professionally skilled boards, while some of those that pulled through were governed by boards of hard-working, community residents. Thanks again for your comments.
Rick, Thank you for your work! This is a tragic and sad ending for an organization that at one point embraced core values that included community accountability, transparency, shared leadership/decision making. I am left wondering about the composition of the board, and if there was a balance of working class folks who did not have any financial interest in Vanguard, community activist and donors? Anyway, there is no excuse for lack of board oversight regardless of how charming the ED was and his connections with African Africans "Celebrities"! If it sounds too good to be true it usually is! I think the former board members who sat silently as Vanguard crumbled should write a letter and request that it be publish in the Blue Avocado apologizing for their poor stewardship and gross violations of the public trust! Brenda Crawford Former Board Member in late 80’s
Hoping this article reminds other board members that their role is to “Serve and Protect” — to serve and help guide the organization in its mission goals, and to protect the assets of the organization while doing so. And, that the ultimate “buck” stops at the Board’s conference table.
Dear Brenda: Thanks very much for your comment. You raise a point that is still unanswered (and perhaps unanswerable) for me. When I worked for LISC’s national office, I launched a series of programs geared to looking at CDCs that had failed, trying to figure out why they went belly up and what we should have seen and known. What struck me is that some of the failing CDCs had stellar boards made up of professionals and funders, but it struck me like those boardmembers sometimes checked their brains at the door before the meetings, approving actions for the CDCs that they would have never approved for their own organizations, businesses, or foundations. On the other hand, some of the CDCs that pulled through had boards comprised of local people without huge technical skills, but they worked their tails off and helped the organizations survive. In the case of a fundraising/grantmaking foundation, the issues include the complexity of the business model (just how many people really can explain how donor-advised funds work?) and the commitment of the donors (did the shared leadership model cause, as some have hinted, the donors to lose interest and not pay attention to what was going on?). I’d be curious to hear how Avocado readers react to the board composition issue in the Vanguard Public Foundation story.
Rick, Thank you for your work! This is a tragic and sad ending for an organization that at one point embraced core values that included community accountability, transparency, shared leadership/decision making. I am left wondering about the composition of the board, and if there was a balance of working class folks who did not have any financial interest in Vanguard, community activist and donors? Anyway, there is no excuse for lack of board oversight regardless of how charming the ED was and his connections with African Africans "Celebrities"! If it sounds too good to be true it usually is! I think the former board members who sat silently as Vanguard crumbled should write a letter and request that it be publish in the Blue Avocado apologizing for their poor stewardship and gross violations of the public trust! Brenda Crawford Former Board Member in late 80’s
Hoping this article reminds other board members that their role is to “Serve and Protect” — to serve and help guide the organization in its mission goals, and to protect the assets of the organization while doing so. And, that the ultimate “buck” stops at the Board’s conference table.
Rick, thanks for the fascinating article. You’ve actually solved a mystery for me. When I first started writing for the Financial Times, Mouli started posting my articles on his website under his own byline. He never responded to my requests to stop. I thought it was bizarre that someone who appeared so successful would resort to plagiarism. Now I understand why.
Sean Stannard-Stockton
Tactical Philanthropy Advisors
Hari: why aren’t you responding in tnis forum?
I most definitely fault Boards of Directors. I have begun to think that there are few npos that would not benefit from a nation-wide staff walk-out. Of course, I don’t know of any who have unions…and I’m not suggesting this as an alternative.
There are far too many EDs who truly do nothing but swoosh around looking important — say the things Boards wish to hear — flash “that” smile. Good grief! I wonder how people who are successful in business or other endeavors can continually choose to hire ignorant organizational “saviors,” and, even years later, continue to ignore staff attrition, community alienation, and terrible deficits.
I’m going to throw grantors in this muck as well. Grantors do not oversee projects as they used to do. A few buzz words and they’re happy, and they refund. That’s going to stop soon. It has to.
And, staff need to stay ethical – no matter what.
Among VPF’s board of directors were people who run their own foundations, who are attorneys, have their own financial advisors, and/or direct non-profits of various sizes. Savvy, worldly people who time and again supported the e.d. despite the many warning signs – just check out the 990s – and maybe thought Mouli was going to rescue them.
The thing is that Vanguard nurtured many progressive organizations that are still around today fighting the good fight AND the foundation also provided many progressive organizers the opportunity to become good and even great leaders. That is the great loss.
I think you’ve hit the nail on the head about why everyone went along with this. As the Vanguard donors and leaders got themselves deeper into this scenario with Mouli, the potential that Mouli’s promises would come true (or that Mouli would find another donor to hold them over until then or that Mouli would let them off the hook and repay them the money they invested) became their only way out, or so they believed. They were on the hook to Mouli, and the longer this went on, the more they were stuck "waiting for Mouli."
That may be the hallmark of a scam, that the "mark" becomes so invested in the scam that. even knowing how unlikely it is that the deal with come through or that the scammer will prove to be an honest Joe, they just can’t–psychologically–extricate themselves. So the best judgments of people with financial advisors and lawyers (or people who were financial advisors, investors, and lawyers themselves) fly out the window. Put it in perspective, however. Think of how many top flight financial experts advised their clients to devote millions to Bernie Madoff’s schemes, with much larger exposures and losses than befell the Vanguard investors and donors. These market scams (and for the moment, since the trial hasn’t happened, let’s call the Mouli scheme an "alleged" scam) are more common than we might think, happen in up markets attracting people who feel like they lost out last time around when their buddies and peers made a killing, and capture a lot bigger fish than the Vanguard Public Foundation.
My play, Big Money, directed by Barbara Oliver, will be presented in a professionally staged reading June15th at 7:30 142 Throckmorton Theatre in Mill Valley. It tells the story of a non-profit that gets involved in a venture capitalist scheme to raise and endowment. I thought it might interest you and your readers who followed The Vanguard Public Foundation story. Sincerely, John Levin, Playwright
To all who are following this issue:
Mouli Cohen’s trial started today (Monday, Oct 17) in SF. The trial is expected to continue for at least two to three more weeks. The charges are Wire Fraud, Money-Laundering, and Tax Evasion.
I went to the trial today to observe, and found it both interesting and horrifying. STILL no other media coverage beyond Blue Avocado, and no press in sight in court today.
Trial continues tomorrow in Judge Charles Breyer’s court, and the proceedings are open to the public (SF Federal Bldg, 17th floor). Check calendar for other dates and times. http://www.cand.uscourts.gov/CEO/cfd.aspx?7134
http://www.diligentiagroup.com/due-diligence/mouli-cohen-trial-government-to-bring-evidence-of-fake-art-collection/
Any information on the trial is welcome. Thank you. Someone should really cover this.
Any updates on the trial? As a victim of Mouli’s scheme, I’d love to know.
The “revelation” that Mouli Cohen’s art collection was a fake was priceless.
Please update this story! Thank you.
We are working on a follow-up. Thank you for the encouragement! Jan
Can someone submit this to cnbc’s show called American greed? It would make a perfect story. Hang in there waiting for justice!
I was just told, Guilty. 29 counts.
Has there been ANY coverage of this trial other than here and at Diligentia? Any links to further info: please post! TIA.
I heard that Mouli Cohen was convicted of 15 of 19 counts of Wire Fraud, 10 of 13 counts of Money Laundering, and all three counts of tax evasion. The jury deliberated for only five hours. Sentencing is scheduled for Feb 1 at 2:15 in Judge Breyer’s courtroom.
I still want to know how this ties into Vanguard Foundation’s untimely demise.
Thank you to all the Blue Avocado readers who have been keeping up with the Mouli Cohen trial and the verdict that revealed, no surprise to this writer, that Mouli was guilty guilty guilty. We will be writing a detailed analysis based on documents from this case and the various bankruptcy proceedings to try to answer the question of how the Mouli mess ties into the Vanguard demise. Some might conclude that the case against Mouli and the litany of charges validates the contention of some insiders that they were all duped–for some years–by Mouli, they were innocents in the world of high finance, and even something like Mouli, hardly a big time player, though a big time wannabe player, could snooker the good people at the Vanguard Public Foundation who were simply taken in with Mouli’s promises of bigger returns on charitable (and personal) investments. There are others, however, who might surmise that while Mouli was of the less than savory sort, as the verdict demonstrates and as some people picked up right away, the insiders at the Vanguard Public Foundation who were taken in by Mouli’s schemes weren’t naifs and, even if they might have been a little late in coming to see how much Mouli put them all at risk, they went along with some or most of Mouli’s schemes and didn’t blow the whistle on Mouli to protect the foundation and protect investors when the should have. There have been plenty of scandals lately that demonstrate some core principles that weren’t followed in the Vanguard Public Foundation case, not only those about not risking philanthropic capital stupidly, but taking action against potential fraud and deceit as soon as it becomes known. As the two Blue Avocado articles on Vanguard Public Foundation showed, some people failed, including staff and board members, failed to take action because they were afraid of the reputational damage to the foundation that would ensue, or even the reputational damage to the “movement”. When you fail to take action, or choose the individual route of withdrawing due to disagreements rather than taking action as a board member or to go to the authorities as a board member or staff member, the reputational damage will catch up with the organization in due time. We’ll be back with a fuller analysis of the Mouli Cohen case and other related cases soon.
I happened on this article while doing an internet search for information on the history Vanguard Mutual Funds. By the time I finished the two or three sentences necessary to realize my mistake, I was hooked! This is great writing and impressive journalism. (I am from New York so never heard anything about this story before.)
Other than my compliments to the author, my one comment would be that catastrophic failures, from financial disasters to plane crashes and everything in between, usually have a very similar pattern to them. There is usually one big catalyst that is identified as the cause, but there are almost always many, many other less obvious contributing factors that enabled that catalyst to cause a catastrophe.
I was on board of trustees of Tecnica with Hari Dillon that fired its executive director Michael Urmann for financial irregularities that dwarf in comparison with what Hari did at Vanguard. My reflections are here:
http://louisproyect.wordpress.com/2012/03/28/paul-baizerman-presente/
Mouli Cohen’s often-rescheduled sentencing hearing is coming up on Monday, April 30th at 10am. I’ve heard that he’s facing 30 years to life. It would be great to see a lot of folks at this hearing.
Apparently today Judge Breyer heard Cohen’s petition for a new trial (?!?!?!?). The word ‘chutzpah’ comes to mind…
All hearings are held in the courtroom of Judge Charles Breyer at the Federal Building in San Francisco, 450 Golden Gate Ave, 17th floor, Courtroom 6.
It’s a good idea to check Judge Breyer’s calendar before going to court, in case of any schedule changes (search ‘Cohen’).
http://www.cand.uscourts.gov/CEO/cfd.aspx?7134
The sad fact is that I had contact with Hari many many years ago when he first came on board at Vanguard. I was related to a donor board member at the time. One only had to spend a short evening with Hari to realize what a true star-f**ker he really was. A charlatan of immense proportions who browbeat, his board members with a combination of guilt, and strong armed tactics, the seeds of Vanguard's destruction was sown years ago when Hari took control.