Gary Van Horn stepped down as president of the Delta Foundation Monday, as he faces criminal charges filed last month. But Pittsburgh may not have heard the last of him, thanks to the LGBT advocacy group’s bylaws.
Van Horn is one of three founding directors of Delta’s board, which can range between 7 and 15 members. The organization’s bylaws state that each of the three founders can, until the day they die, choose a person to hold a seat on the board. Changing that provision would require the consent of Van Horn and other senior directors.
Jim Sheppard, who became Delta’s interim president after Van Horn stepped down, said he wasn’t sure those provisions meshed with state law. But when asked whether the provision seemed to allow Van Horn to name himself to the board again, Sheppard said, “That is how it reads to me.”
That’s also how it reads to attorney Phil DiLucente, who is representing Van Horn. When the time is right, he said, “As a founding member, we believe he should be put back into the same position he had before he voluntarily decided to resign.” Van Horn “is going to be back on the board after he is acquitted of his current charges.”
Those charges involve allegations that Van Horn used emergency flashers on his vehicle and, when challenged by police about his use of public-safety equipment, produced false documents to show he had a right to use them. A preliminary hearing on the charges is set for February.
In the meantime, calls to disband Delta – which have attended previous controversies and have been stirred up again on social media by Van Horn’s charges – may also stumble over a similar provision. The bylaws assert that “in the event that the Board of Directors decides to cease governing the corporation, the option to resume governance of the corporation will be given to” Van Horn and six other long-term members of the board. They would be able to do so before other provisions of the agreement – provisions which govern the disposal of Delta’s assets – went into effect.
DiLucente has stressed that Van Horn, who draws no salary from Delta, has only ever acted in the organization’s best interest. But the bylaws raised alarms for Peggy Outon, an expert in nonprofit governance at Robert Morris University’s Bayer Center for Nonprofit Management.
“I cannot remember ever hearing something like this,” said Outon, who called the provisions “brazen” and “outrageous.”
“We’re not set up to perpetuate any person but to advance a mission,” she said. “There can be some real value in having people with real knowledge of the board over time, so long as they don’t feel entitled to it.”
Jack Owen, a Pittsburgh lawyer experienced in nonprofit law, was more sanguine. Allowing long-time board members to protect their seats from future boards, he said, can be “good planning. What you’re describing to me that I something that I actually do and it’s legal. Founders can set themselves up in a way to protect the board” from future turmoil.
Still, he said, “Is it usually done this way? No. Does everyone like it? Absolutely not. … Because it looks like it is set up to benefit the founders.”
Owen also expressed some wariness about the provisions that allow Delta’s oldest board members to halt the dissolution of the foundation before its assets could be distributed. That, he said, is “not usual at all. It gives me pause.”
In financial disclosures, Delta has listed roughly $1 million in assets, which include equipment and a North Side headquarters building purchased for $511,980 in 2013.
Sheppard has been on Delta’s board since 2011, and he says he thought little of the provisions protecting founders’ board seats. He said the rule “never seemed to be interfering” with the operations of Delta – which in any case often operated like “a one-man show” led by Van Horn. “This is the first time I’ve served on a nonprofit of this size, and I honestly didn’t think it was unusual.”
Sheppard said that there has been “a recent discussion” within Delta about trying to change board rules. He declined to say whether it was prompted by Van Horn’s recent legal troubles. “We would probably explore options in the future” for changing the rules, he said – although he acknowledged that the bylaws themselves seem to give veto power to the very board members whose authority could be limited by any changes.
In any case, Sheppard said Delta was continuing efforts to plan the 2020 Pittsburgh Pride events, which are Delta’s primary focus. As for calls to disband? “Our work is far too important. Pride has grown to be such an important event for the community and for the region.”
And what if Van Horn were to attempt to return to the board after his charges were disposed of? What if submitted the name of someone else to hold his board seat before the matter were resolves, as the bylaws seem to suggest he could do?
“We’ll cross that bridge when we come to it,” said Sheppard.