Deep Dive into NSS Governance

Part 1. Overview

Section Executive Summary

This review finds that NSS governance issues are not a single disputed decision or one individual. The NSS records show a non-profit that became substantially wealthier and more operationally complex while its governance, accounting, and internal-control systems were being rebuilt. That combination created recurring questions about segregation of duties, implementation of Board decisions, financial transparency, custody of legacy wealth, and the level of independent oversight.

Financially, the Society is much stronger than it was at the beginning of the review period (2019) and that strength increases the need for more formal governance. By December 2025, the two principal Truist investment accounts alone totaled about $6.377 million, and the spring 2026 Executive Director annual report indicated approximately $14.836 million in total assets. At this scale, investment policy, operating sustainability, debt controls, implementation tracking, and segregation of duties become core Board responsibilities rather than administrative details. [R31–R32]. This review, summarized in Appendix D, establishes multiple control weaknesses and documentation gaps that are important even if every disputed decision was made in good faith. [R1–R18] The most immediate concern is concentration: one person currently holds three roles, Interim Executive Director, Secretary-Treasurer, and Division Head of Accounting and Finance, so that the Society’s internal financial authority now runs through a single individual (Section 2). [R24, R34, R44]

Section 1.2 Evidence classifications

This review is not a forensic audit and does not substitute for legal or CPA review. It does not infer wrongdoing from missing records. A missing transaction trail may reflect member-facing disclosure limits, accounting design, incomplete records, or a true control gap. This is especially important for estate proceeds. For example, the record shows a $2,000,000 bequest in 2022 and separately states that Patera Trust funds were then expected. That makes Patera the leading candidate for the $2 million entry, but the available financial statement does not identify the donor. The report therefore treats that identification as strongly supported, not proven. [R7, R9]

Following is the classification of evidence:

Table 1. Evidence classifications

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Part 2. One person, three roles

Background for FAQ 4 · Back to the FAQs

Section 2.1 Three roles held by one person

The NSS governance framework was built to separate Board governance from Executive Director operations and to place central financial-administration duties in a Secretary-Treasurer who could act as an independent check on the Executive Director. Independence between executive management and financial administration is not incidental to the design; it is a core part of it.

The official NSS organization page, as reviewed September 22, 2026, lists the same person as Interim Executive Director, Secretary-Treasurer, and Division Head of Accounting and Finance, the latter a role held since August 2024. [R24, R44, R45] The June 29, 2026 draft Board minutes document that, following a closed session, the Board voted unanimously to terminate the sitting Executive Director’s contract without cause. The July 6 and July 10, 2026 draft minutes continued to list the former Executive Director as Executive Director, and the July 10, 2026 draft closed-session report states only that the Board made decisions concerning “temporary personnel matters and subsequent communications.” The reviewed minutes do not state when the June 29, 2026 termination was communicated or became effective, nor do they identify a motion, vote, or effective date appointing the Secretary-Treasurer as Interim Executive Director. The termination is now documented, but the leadership-transition and Interim-ED appointment mechanics remain only partially documented in the member-facing record. The Board announced the leadership transition on the official NSS Facebook page on July 13, 2026, and in the August 2026 NSS News. [R24, R33–R34, R52, R53]

This review does not conclude that simultaneous service in these roles is unlawful, and the Board reports that its audit firm and legal counsel were consulted and identified no issue. [R48] The concern is structural segregation of duties. The Executive Director is the chief operational manager, with authority over personnel, spending systems, and day-to-day operations. Since July 6, 2026, the Secretary-Treasurer office holds most of the Society’s financial-control authority (Section 2.2). The Accounting and Finance Division keeps the books, through the bookkeeping function, and manages the Society’s insurance; under the Bylaws, divisions report to the Executive Director, who appoints their managers, although the Society’s current organizational chart places this division under the Secretary-Treasurer (Section 2.3). [R44, R55] When one person holds all three roles, that person directs operations and spending, controls the accounts and what the Financial Review Committee is sent about them, and supervises the division that records the transactions. The internal separation between executive management, financial control, and recordkeeping is not just weakened, it is removed, and the Society’s internal financial authority runs through one person. All remaining oversight becomes external and discretionary, resting on the Board and the Financial Review Committee choosing to exercise it. The Interim Executive Director’s direct supervisor is the Chair of the Board, and the Chair answers to the Board of Governors. There is no independent financial officer inside the organization above or beside the combined role. [R1, R34, R44]

The Board has stated that it will not separate the two offices or appoint an Acting Secretary-Treasurer, and that it stands by the interim appointment. It plans to begin the permanent Executive Director search in mid-September 2026 and aims to fill the position before the 2027 Convention. [R48] At its September 14, 2026 Special Meeting, the Board approved $55,000 in recruiting costs for that search by unanimous voice vote. In response to a member’s question, the Board said the Executive Director job description had been modified and would be shared. [R56] On that timeline, the combined arrangement will span the ongoing audit, the police investigation, and the search itself, a period of roughly one year.

Section 2.3 Reporting up a chain of command is not separation of duties

The Board’s position, stated in “A Message from the NSS Board of Governors” (email attachment received July 30, 2026) [R39] and repeated in its response to the concerned members’ August 19 letter [R48], is that the Chair of the Board provides oversight of financial decisions, that distributions formerly approved by the Executive Director are now approved by the Chair, and that approval, execution, and review are held by three different parties. The July message further states that “no one person controls the NSS’s money, and by design, no one can.” [R39] These assurances describe hierarchical oversight, not separation of duties. Those two are different controls that address different risks. One does not substitute for the other.

Reporting up means a subordinate’s decisions can be reviewed by a superior: the Executive Director reports to the Chair, and the Chair to the Board. It guards against a problem the overseer notices and chooses to act on. It is discretionary and periodic; it works to the extent, and at the moments that the overseer decides to look. Separation of duties means no single person can initiate, approve, execute, record, and review the same financial activity without an independent second party in the process. It is structural; it does not depend on anyone deciding to be vigilant, because the second set of hands is built into the transaction itself.

Routing approvals to the Chair adds a second approver above the Executive Director. It does not restore an independent financial officer inside the organization, and it operates at the level of periodic Board attention rather than continuous, transaction-level review. The Chair’s documented financial powers in the Manual are narrow and occasional: authorizing an emergency capital purchase up to $10,000 (Act 15-617), approving individual directors’ requests from a small support budget, and being copied on certain officer communications. None of this amounts to the ongoing, transaction-level oversight an independent Secretary-Treasurer office is meant to supply. The Manual assigns that continuous review role to the Financial Review Committee, not to the Chair personally. The routing of distributions to the Chair does not appear in any Act. Act 15-573, which governs account authority, does not name the Chair at all. [R1, R34, R48]

The Manual’s own structure confirms that separation, not just reporting up, was the design intent. The Financial Review Committee (FRC) charter states that no member of the committee is allowed to have signature authority on any Society bank account. A rule that separates those who can move money from those who review it makes sense only if the governing intent was structural segregation of duties. Concentrating financial-control authority in the Secretary-Treasurer office while the same person serves as Interim Executive Director, and relying on the Chair’s periodic oversight to compensate, replaces a structural control with a discretionary one. Accordingly, the statement that the design prevents any single person from controlling the Society’s money is not supported by the Acts as they now read. As amended on July 6, 2026, the Acts place the Society’s core financial-control authority in the Secretary-Treasurer office, and the person holding that office also holds the Executive Director office and heads the Accounting and Finance Division. [R1, R34, R44]

Act 15-509 assigns a specific duty. The officer holding it must work with the Financial Review Committee to ensure the Committee’s internal reviewers receive monthly access to the bank accounts, and must arrange for account statements to be sent to the Committee and to those with direct responsibility for managing or reviewing the account. On July 6, 2026, this duty moved from the Executive Director to the Secretary-Treasurer in the same sitting that gave the Secretary-Treasurer authority to open and close Society bank and investment accounts under Act 15-573, an office that also holds signature authority on those accounts. [R34, R43] The same officer who now opens, closes, and signs on the accounts also arranges what the Financial Review Committee receives about them. Appendix AV’s independence requirements govern who may serve on the Committee. They say nothing about who controls the information the Committee is given. An independent Committee reviewing information arranged by the same officer whose signature authority it exists to check is not the same as a Committee that controls its own access to that information.

The Society’s own organizational chart documents the third role noted in Section 2.1. As posted at caves.org, the chart lists one person in three separate boxes: Interim Executive Director, Secretary-Treasurer, and Division Head of Accounting and Finance. The Accounting and Finance division includes two functions: Accounting (Bookkeeper, Equipment Management) and Insurance (Insurance Team). The chart draws the Accounting and Finance Division beneath the Secretary-Treasurer box rather than the Executive Director. That placement does not match the Bylaws, under which divisions report to the Executive Director (VII.A.1) and division managers are appointed by the Executive Director (VII.D.1). The Act that once placed the NSS Bookkeeper in the Secretary-Treasurer’s department (Act 15-884) [R41] no longer appears in either the March or July 2026 Manual. [R1, R55] Under either reading, the combination means the officer who signs on Society accounts and arranges the Financial Review Committee’s access to them also holds direct line authority over the division that keeps the books and manages the Society’s insurance. The same chart also places the Secretary-Treasurer box at the same organizational tier as the Office Manager, the Membership Community Manager, and the Event and Engagement Manager, all shown as direct reports under the Interim Executive Director (Figure 1). This confirms, in the Society’s own current org chart, the distinction this review has been drawing: the Secretary-Treasurer function sits inside the Executive Director’s management structure, not outside it as an independent check, even though since July 6, 2026 that office holds most of the Society’s financial-control authority. [R34, R44, R55]

Figure 1, the NSS organizational chart, appears in the full Review.

The Secretary-Treasurer and Division Head roles were combined well before the current crisis. NSS News identified who was the Secretary-Treasurer and Division Head of Accounting and Finance in August 2024. [R45] The July 2026 Interim Executive Director appointment added a third role to an arrangement that had already combined the Society’s chief financial officer position with management of its own accounting division for roughly two years. This concentration is not a byproduct of an emergency transition. It was a standing structural arrangement the Board allowed to continue for two years before the events addressed elsewhere in this review, and the events of 2026 then added the Executive Director’s office on top of it.

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Part 3. Moving financial authority in July 2026

Background for FAQs 5 and 9 · Back to the FAQs

Section 2.2 Board reassignment of financial authority to the Secretary-Treasurer (July 6, 2026)

The July 6, 2026 draft minutes record 56 separate BOG Manual updates, plus the rescission of Act 18-998, moved together on the consent agenda. The minutes use the Society’s standard amendment markup, in which <> marks inclusion and >>text<< marks removal. In nine of these updates the Board struck “Executive Director” and inserted “Secretary/Treasurer” as the office holding a financial-control authority: transmittal and custody of negotiable funds (Act 15-017); bonding employees and members with access to significant funds (Act 15-020); establishing securities accounts and selling donated securities (Act 15-428); receiving division income-and-expense reporting (Act 15-495); coordinating the Financial Review Committee’s monthly access to bank accounts and arranging for statements to be sent to it (Act 15-509); opening and closing bank and investment accounts (Act 15-573, first paragraph); preparing the financial report for Board meetings and the quarterly Financial Review Committee reports (Act 15-776); refusing payment of over-budget amounts and reporting who incurred them (Act 16-040); and notifying the Board of NSS Reserve Fund transfers (Act 18-686). In the same package, authority over transfers of rental-income surpluses moved from the Executive Director to the Facilities Division Chair (Act 15-885), and the Executive Director’s authority to approve capital purchases under $500 was struck while the Board-approval threshold was raised to $1,500, leaving that Act silent on who approves smaller capital purchases (Act 15-617). [R34]

All 56 updates and the Act 18-998 rescission passed in a single unanimous voice vote on the consent agenda, as routine BOG Manual updates rather than debated as one decision to move financial authority from one office to another. Each appears as a short, separately numbered Act update rather than as one flagged decision. This is distinct from the dual-role problem in Section 2.1. It’s actually a change to the rules themselves, and it applies no matter who holds either office, now or in the future. [R34]

On paper, placing core financial authority in the Secretary-Treasurer office rather than the Executive Director office could strengthen separation, if the two offices were held by different people. The timing shows why it did not work that way. The Board voted on June 29, 2026 to terminate the sitting Executive Director’s contract. [R33] One week later, on July 6, with that Executive Director still listed as present, the Board moved these financial-control Acts out of the Executive Director office and into the Secretary-Treasurer office. The Board announced the leadership transition, with the Secretary-Treasurer serving as Interim Executive Director, on the official NSS Facebook page on July 13, 2026. [R44, R52] The practical effect was consolidation, not separation: the authority moved to an office whose holder, within days, also held the office it had been moved away from. [R33, R34, R52]

The governing documents already contained a lighter, temporary mechanism for this situation. Under Bylaw VI.A, when the Executive Director role is vacant, the Chair of the Board exercises the full authority of the Executive Director until an Executive Director or interim Executive Director is seated. [R1] The Board did not rely on that provision while the transition was worked out. It made a permanent rule change instead, and the minutes record no explanation for choosing one approach over the other. [R34]

What the Executive Director office keeps after these changes is mainly co-signature authority under the second paragraph of Act 15-573 (unchanged on July 6, and shared with the Secretary-Treasurer and with agents the Executive Director designates), approval of expenditures from numerous restricted funds, and general operational management. The BOG Manual contains no independent list of duties for the NSS Secretary-Treasurer. The only “Secretary-Treasurer: Duties” provision in the Manual belongs to the Vertical Training Commission, a separate body. The office’s substantive authority therefore now comes almost entirely from the Section 15, 16, and 18 Acts reassigned to it on July 6, 2026. [R1, R34]

Until September 23, 2026, the most recent BOG Manual posted on the NSS website was stamped “As of the March 14, 2026 Meeting” and still read “Executive Director” in each of these Acts. [R1] That is consistent with the record: the 2024 restructuring moved these Acts to the Executive Director (below), and the July 6, 2026 amendments postdate the March Manual. The updated Manual, stamped “As of the July 06, 2026 Meeting” and posted September 23, 2026, now reads “Secretary-Treasurer” in all nine Acts. [R55] For roughly eleven weeks after the vote, members consulting the Society’s posted governing document would have seen the pre-July allocation of financial authority. The Board’s response to the concerned members, written during that period, describes Act 15-020 as making the Executive Director responsible for bonding, which is how the Act read before July 6, not how it read when the response was written. [R34, R48] The updated Manual also dates these amendments to July 10, 2026 (“07-10-26”), although the draft minutes record their adoption in the July 6 session. [R34, R55]

The 2024 Restructuring Proposal that created the Executive Director position, adopted as Act 01-994 at the March 2024 Board meeting, moved nineteen financial-control Acts from the Secretary-Treasurer to the new Executive Director, including Acts 15-017, 15-020, 15-428, 15-495, 15-509, 15-573, 15-575, 15-776, 16-040, 16-349, and 18-686. The proposal’s markup (blue <> for inclusion, red >>text<< for removal) shows “Executive Director” inserted and “Secretary-Treasurer” struck in each, and the posted March 14, 2026 Manual confirms those changes took effect. [R1, R42] Consolidating financial administration under the new professional Executive Director was a central, deliberate feature of the restructuring. The July 6, 2026 changes reversed much of that allocation two years later, as consent-agenda items with no recorded discussion or explanation. [R34, R42]

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Part 4. Board minutes and member access to records

Background for FAQ 8 · Back to the FAQs

Section 3.1 Minutes

The current BOG Manual’s meeting procedure (Appendix J.V.A) states that final draft minutes are to be posted to the NSS Business page as soon as possible and no later than 30 days after the meeting. The draft is later replaced by the approved final version. The Recording Secretary is responsible for online posting. [R1]

As of September 22, 2026, the official NSS Business Documents page does not list minutes for the March 14, May 27, June 29, or July 6-10, 2026 Board meetings. Draft minutes for June 29 and July 6-10, 2026 are posted, still marked DRAFT, but under the Events section of the NSS website. The March 14 and May 27, 2026 minutes are not posted anywhere on the NSS website, even though the July 6-10 draft minutes record the Board approving the May 27 minutes. [R25, R34] The Board has acknowledged that the Appendix J.V.A finalization cycle has not been met, states that final minutes through May 27, 2026 have been shared with the Bylaws Committee, and reports that website changes are underway to make minutes easier to find. [R48] Sharing minutes with a committee is not posting them for the membership. The September 14, 2026 Special Meeting agenda listed the June 29 and July 6 minutes for approval, ten to eleven weeks after those meetings. [R49] The Board approved both sets of minutes at that meeting. [R56] The September 14 minutes were then approved at the October 17, 2026 meeting, about five weeks later, which is closer to the cycle Appendix J.V.A requires. [R57] At the September 14 meeting a member asked how special meetings are announced. The Board replied that meetings are posted on the website calendar, and the Interim Executive Director said she would work with the Communications Division Head on additional ways to notify members. [R56] Accuracy is also an issue in minutes that have been finalized. The final March 31, 2025 minutes list one director as absent who then moves a motion and votes, record a vote from a director who does not appear on the roll call, and omit from the roll-call vote a director who is listed as present and who seconded two motions. [R58] Personnel matters, which were discussed in some of these meetings, can legitimately require confidentiality. That does not eliminate the need for timely minutes stating the Board action taken, the report required by policy, recusals and conflicts, and other nonconfidential procedural facts. Transparency is also not satisfied by making records available just somewhere; members must have a reasonable way to know they exist and where to find them.

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Part 5. The Acts removed from the Board Manual

Background for FAQ 10 · Back to the FAQs

Section 9.3 Fund Acts removed from the Manual (2026)

Comparing the posted BOG Manual stamped as of March 14, 2026 [R1] with the Manual stamped as of the July 6, 2026 meeting [R55] shows 24 Acts no longer present. Twenty-one govern named or designated funds. Among them are the James G. Mitchell Fund (Act 18-148), the Fund for Litigation to Protect Caves (18-501), the National Cave Rescue Commission Funds (18-641), the Cave Acquisition Fund (18-712), the Nature Preserve Fund (18-713), the Cave Preservation Fund (18-961), the Publication Fund (18-986), the NSS Perpetuity Operational Fund (18-995), and the NSS Capital Expenses Fund (18-998). The other three cover the money market account (15-575), interest income (16-349), and loans to conservation task forces (18-289). The updated Manual does not state whether these funds were closed, merged, or moved elsewhere, or where their purposes and spending authority now reside. The July 6, 2026 draft minutes show when the removals were made, but not in a form a reader would recognize. Each removed Act appears on that meeting’s consent agenda as a motion to “update” it, with the Act’s entire text marked for deletion, approved with the other consent items in a single voice vote. Only Act 18-998 was presented as a rescission. The same meeting approved a motion to revise the fund contracts held by NSF, so the terms of some of these funds may now reside in those contracts, which are not posted for members. [R34]

Two loose ends show the effect. Act 50-960 still describes the Cave Preservation Network as raising money for the Cave Preservation Fund, whose own Act has been removed. The $100,000 Beach Fund distribution to the NCRC restricted fund approved on July 6, 2026 [R34] went to a fund that no Act in the July Manual now defines, since Act 18-641 is among those removed (Section 7.1). This does not establish that any money was misdirected. It does mean a member reading the Society’s governing document cannot tell what rules now govern these funds. A dated revision log and a member-facing notice of each Act added, amended, or deleted would close this gap. See the companion document, Recommended Actions and Proposals.

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Part 6. The embezzlement and the response to it

Background for FAQ 11 · Back to the FAQs

Section 10.3 Reported embezzlement and control response

The 2026 Executive Director report states that rental-contract inconsistencies were identified, the rental contract was rewritten, legal and insurance review was sought, and a new SOP was implemented before discovery of embezzled cash dating from late 2023 through early 2026. The report states that a Huntsville Police Department Criminal Investigations Unit investigation was ongoing. [R18]

This report does not identify a perpetrator or establish responsibility of any Board member or officer, and this review makes no such finding. Governance issues arise from the fact that a cash-control failure persisted over multiple years. The appropriate structural questions are whether cash receipts were independently reconciled, who had custody, what background/financial-access controls existed, and whether exception reporting would have detected the problem earlier.

The Board has since described its response. Mauldin & Jenkins, selected after Financial Review Committee vetting, began a full audit on June 1, 2026, with completion expected in late fall. The Board states that the firm has the full record of the loss, has been asked to address the concerned members’ questions, and that its report, findings, and recommendations will be shared with the membership in full. The Board has declined to commission a separate forensic engagement while the audit and the police matter remain open, and has said it will fund forensic procedures if the audit recommends them. [R48] A financial-statement audit and a forensic examination answer different questions. An audit tests the financial statements and current controls, largely on a sample basis against a materiality threshold. A forensic examination reconstructs how a specific loss occurred and why controls did not detect it. The Board’s own description of the scheme, conducted “almost entirely by handshake and cash deals that have no records,” describes the kind of loss a sample-based audit is least suited to measure. [R48] Deferring the forensic question to the audit is a defensible sequence only if the engagement scope expressly asks the firm to address it, and that scope has not been shared with the membership.

The Board has also stated that no amount of review of bank accounts, headquarters accounting, or event accounting would have led to discovery of the embezzlement. [R48] The then-Secretary-Treasurer’s September 30, 2023 report, in its notes to the financial statements, flagged that venue-rental deposits were incorrect, showing about $30,000 in refunds paid to renters with none of the corresponding renter deposits recorded in that account. [R50] This does not establish that the flagged amount is related to the reported embezzlement. It does show that the existing review process surfaced an anomaly in the same revenue category more than two years before discovery, and the records reviewed show no follow-up.

One paragraph of Section 10.3, on reporting lines for the bookkeeping function, is not included here. It appears in the full Review.

Section 10.3.1 Why bank-statement review alone may be insufficient

The reported rental-related cash loss illustrates an important control distinction. Monthly review of bank statements can detect many unauthorized withdrawals, but it may not detect revenue that is diverted before it is deposited. For material revenue streams, the independent control should reconcile the originating record to the ledger and bank. This is a structural control lesson rather than a conclusion about who was responsible for the reported loss. [R18]

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Part 7. What protects members’ money

Background for FAQ 12 · Back to the FAQs

Section 10.1 Financial Review Committee

The current Financial Review Committee charter is substantially stronger than the weak/absent finance-committee conditions documented earlier. The committee is charged with financial-statement integrity, systems of internal control, independent internal and external review, regulatory compliance, budget review, NSF reporting, and financial-fraud/whistleblower concerns. It’s expected to be independent of management, have a financially literate majority, and include no member with bank signature authority. [R1]. This structure is appropriate in concept. The governance question is whether it has been consistently staffed, independent, and supplied with timely records. Historical reports saying “vacant,” “not functional,” or “no report” show why formal staffing and reporting requirements matter. [R2, R5, R8, R17]. See Appendix C.

Section 10.2 Account access and segregation of duties

The BOG Manual, as amended July 6, 2026, gives the Secretary-Treasurer significant financial-administration authority. The Secretary-Treasurer may open and close bank and financial accounts consistent with Board Acts and the approved budget; signature authority may be held by the Executive Director, the Secretary-Treasurer, and agents the Executive Director designates; and the Secretary-Treasurer must work with the Financial Review Committee so internal financial reviewers can review bank accounts monthly. [R1, R34] That framework can work if roles remain meaningfully separated. The risk increases if initiation, approval, custody, reconciliation, and independent review become concentrated in too few people, or if the same person occupies multiple incompatible roles, as is currently the case (Section 2.1).

Section 10.4 Control improvements documented in 2024-2026

The record also shows meaningful corrective work, and it should be credited. The clearest gains are those that were actually adopted or put into operation. In 2024 the Board strengthened financial oversight by revising the bank-account review Act (15-509) to give internal financial reviewers monthly access to the accounts, a change reflected in the current Manual. Over the same period the Secretary-Treasurer reported reconfiguring the chart of accounts and class codes, creating NSF fund-specific codes, streamlining and reconciling older bank accounts, restructuring the NSF funds, and preparing the Ramp spending-control platform for implementation. [R1, R12, R17]

The 2026 Executive Director report describes a further set of improvements, and it is worth distinguishing those that were operational from those that were, by the report’s own account, still in progress. Among the operational changes were the Ramp-based spending controls and a range of HR and compliance updates.

Still in progress were two items of direct relevance to this review. The report states that a Background Check Policy was developed because NSS did not previously have one compliant with applicable federal and state-law considerations, Its implementation for the JSS, Convention, financial-review, and other teams is still under review. It also describes a broader Conflict of Interest Policy as a draft. [R18]. It should be noted that a drafted or under-review policy is not yet an adopted control.

As of the current BOG Manual, the version stamped as of the July 6, 2026 meeting and posted September 23, 2026, no background-check policy appears, and the existing conflict-of-interest Act (03-445) reaches the Executive Director, Directors, and Division Heads on financial conflicts but not the employees and other positions the broader draft was intended to cover. Several of the 2026 improvements therefore represent work identified and begun rather than controls fully in place. Because these later items rest on the Executive Director’s own report, the existence, content, and current status of the drafts are best confirmed directly, particularly given the change in leadership since the report was written. [R18, R55] The Board has since reported that background checks were completed for all Society employees through ADP as of July 27, 2026; that it does not intend to extend checks to all volunteers but believes certain positions, such as JSS coordinators, should be included; and that it intends to vote on the vetted conflict-of-interest policy at the Fall 2026 meeting. [R48] At its October 17, 2026 meeting, the Board voted on two conflict-of-interest measures. Both failed by unanimous vote. The first was a motion to adopt the NSS Conflict of Interest Policy. The second would have amended Act 03-445 to extend its disclosure and recusal duties to “the Secretary-Treasurer, all Executive Staff (present and future).” The minutes record no discussion and no reason for either vote. [R57] Because the directors who made and seconded each motion also voted against it, the votes may reflect a procedural choice, such as an intent to return with a revised text, rather than a rejection of the policy itself. The record does not say. Either way, as of October 17, 2026, the broader policy has not been adopted, and Act 03-445 does not reach the Secretary-Treasurer office or other executive staff. The current officeholder is covered through her Interim Executive Director and Division Head roles. The Secretary-Treasurer office itself is not, so the gap reopens whenever those roles are separated.

On September 14, 2026, the Interim Executive Director reported that, after consultation with committees, an Investment Review Department had been approved. It is chaired by Bert Ashbrook and will focus on reconciliation of the investment accounts. [R56] This is the first acknowledgment in the reviewed Board record that the investment accounts require reconciliation, and it is a constructive step. The minutes do not state who approved the department, what its charter is, or to whom it reports. Its value as an independent check depends on that reporting line. A reconciliation function that reports to the officer who controls the accounts is review from inside the chain of command, not independent review (Section 2.3).

These qualifications do not diminish the corrective work but rather place it accurately. Taken together, the changes that were adopted and the work that remained in progress reinforce the central conclusion of this review which is that governance modernization was necessary. The Society’s financial scale and staffing complexity had outgrown its earlier controls, and that modernization, while genuinely underway, is not yet complete.

Section 10.5 Financial scale and the adequacy of volunteer-era controls

The Society now manages far more money and assets than it did in 2019. The Executive Director’s spring 2026 annual report listed approximately $11.9 million in endowment and investment accounts and $14.8 million in total assets. The question is not whether the financial safeguards developed for a smaller, volunteer-run organization made sense at the time. It is whether those safeguards are strong enough today, given how much the Society manages, how complicated its finances have become, and how readily its funds can be accessed and spent. [R32]

Section 10.6 Legal expenditures authorized in closed session

The Board has authorized legal spending through closed session since at least March 2025. On March 31, 2025, it reported allocating $15,000 from cash on hand to legal expenses, “internal or external, as determined by the NSS General Counsel and approved by the Chair.” [R58] The September 14 and October 17, 2026 closed sessions both addressed legal matters, including matters involving the NCRC. [R56, R57] On October 17, 2026, after a closed session of just over five hours, the Board ratified in open session $15,659 for “employment legal counsel fees” and a second authorization of “funds for expenses related to ongoing legal matters.” The second authorization states no amount. [R57] The minutes do not identify the employment matter. For comparison, the FY2026/27 budget carries $4,000 for professional legal services in the Financial Division, with other legal lines limited to restricted-fund litigation items. [R59]

Confidentiality about the substance of a legal matter is legitimate. It does not require withholding the amount authorized or the budget line it draws on. An authorization with no stated amount gives members, and the Financial Review Committee, no way to see its scale against the approved budget. A simple rule would close this gap: any expenditure authorized or ratified after a closed session should state, in open session, the amount or a not-to-exceed limit and the fund or budget line charged.

Section 11. Capital Spending, Borrowing, and Collateralization

In March 2025, the Board approved an NSF Capital Expense Fund concept where principal could be transferred back to NSS only after a two-thirds Board vote and could not be used for loans. The rationale was to create a protected repository for future roofs, HVAC, windows, and other major property expenses. [R14, R15]. In December 2025 the Board unanimously authorized the S-T to establish the Capital Expenses Fund as an operational investment account with a collateralized line of credit (LOC). The initial investment was $150,000, sourced from interest/dividends in the operations budget. The initial LOC was $105,000; the borrowing capacity could grow to 80% of fund value annually, capped at $250,000. The Boards reasoning is that the NSF model would not provide sufficiently immediate access for unexpected expenses. [R19].

Because the NSS is a nonprofit, the Board is responsible for protecting the Society’s assets, maintaining enough available cash to meet its obligations, deciding how much financial risk is acceptable, and formally overseeing its investment and borrowing policies [R36]. Sound investment practices require balancing the possibility of earning a return against the need for available cash and the importance of preserving the Society’s funds [R37]. Creating the Capital Expenses Fund and securing a line of credit against it wasn’t necessarily a poor financial decision. This type of loan can give the NSS access to cash without having to sell its investments. So, investments can stay in place and may continue to earn interest, dividends, or increase in value [R38].

The concern is how much of the available credit the NSS actually uses. Borrowing most of a credit line that equals 70–80% of the investment account’s value would carry a lot of risk. If the investments lose value, the lender could require the NSS to repay part of the loan or provide more collateral. If the NSS could not meet that demand, the lender might sell the investments, potentially during a market downturn and without first obtaining the NSS’s approval. The loan may also have a variable interest rate, may be repayable on demand, and could cost more in interest than the investments earn [R38]. But the amount the NSS actually borrows is more important than the maximum amount it is allowed to borrow. The level of risk also depends on stability of pledged investments, interest rate on the loan, lenders rules for keeping enough collateral, how much readily available, unrestricted cash that NSS has and whether the NSS had a clear and realistic repayment plan. Qualifying for a certain credit limit doesn’t mean it’s wise to borrow the full amount. FINRA (Financial Industry Regulatory Authority),advises borrowers to consider using substantially less credit when the available loan represents a large percentage of the investments pledged as collateral [R38].

The information available to the membership doesn’t show that the line of credit violated any legal or accounting requirement. What it does show is that the Board authorized a potentially significant financial risk. That risk calls for a written explanation of the Board’s reasoning, a conservative internal borrowing limit, a repayment plan for each major use of the credit, regular monitoring, and clear reporting to both the Board and the membership.

Section 11.1 Capital Expense Fund policy inconsistency

The December 2025 line-of-credit decision also created a records-management problem. Until December 2025, one Act governed this money: Act 18-998. It set up a Capital Expenses Fund that was held by NSF who kept the core savings protected and hard to reach. On December 8, 2025, the Board approved a different arrangement. It authorized an investment account controlled by NSS-BOG, tied to a line of credit that was secured by (borrowed against) those same investments.

The problem is that the Board approved the second arrangement without cancelling the first. So for a stretch of time, the Society’s official records contained two rules that pointed in opposite directions, and nothing in the record said which one actually governed. That was not sorted out until the next relevant meeting, on July 6, 2026, when the Board voted unanimously to cancel the old Act 18-998 (the final item on the consent agenda). Only then did the December arrangement clearly stand as the single rule in force. [R1, R14, R19, R34]

None of this means the December decision was invalid, or that cancelling the old rule in July was improper. The point is narrower and simpler: for roughly seven months, the BOG manual was not kept up to date with what the Board had actually decided. So during that time a member, a staff member, or a future director reading the records could not tell which rule controlled the money. The record does not explain why the fix took seven months, or why the December decision did not simply say, at the time, that it was replacing Act 18-998. Whatever the reason, control over the Society’s money should never depend on anyone having to guess which of two conflicting records is the one that counts [R1, R34]

Section 11.2 LOC implementation and draw controls

The December 31, 2025 financial report included a line item for a line of credit with a reported balance of $0.00. That supports a narrow conclusion: as of that reporting date, the accounting record did not show an outstanding LOC balance. It does not by itself establish whether the credit agreement had been fully executed, nor whether draws occurred later. [R31]

The more important governance question is prospective: who may authorize a draw; whether a second independent approver is required; what purposes are permitted; what repayment source is required; whether operating deficits may be financed; and what happens if pledged investments fall materially in value. A Board authorization to create a credit facility is not a substitute for a debt-management policy.

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Part 8. Legacy gifts

Background for FAQ 13 · Back to the FAQs

Section 6. Legacy Gifts and the Expansion of NSS-Controlled Assets

The largest change in NSS financial governance during the period was the rapid expansion of assets under direct NSS-Board custody. The evidence indicates that this growth was mostly driven by extraordinary legacy gifts, not simply by transfers out of NSF. That distinction materially changes the interpretation of the financial history.

Section 6.1 Donations and bequests moved into Ameritrade

The November 10, 2021 S-T report stated that NSS had received “extremely generous donations,” was reviewing and managing “numerous large donations and bequests,” was managing donations in association with paying off Headquarters, and had “Transferred all donations and SBA money to the Ameritrade account.” The same report said the Finance Committee was “Not functional at this time.” [R5]

This is one of the clearest governance facts in the record. It establishes a general practice of moving major inflows into an NSS-controlled brokerage account during a period when a formal finance-oversight body was not functioning. It does not identify the donor-level source of every transfer, and it does not establish misuse.

Section 6.2 Rapid increase in direct investments

By March 31, 2022, NSS reported about $1.458 million in TD Ameritrade, about $1.992 million in a CC Deposit Checking account, and about $3.917 million in NSF investment accounts. By October 24, 2022, TD Ameritrade had risen to about $2.548 million and a new Truist “Director Fund” held $2.927 million, while NSF still held about $3.438 million (Table 2). Thus the direct TD-plus-Truist investment pool was about $5.475 million by October 2022. [R8, R9]. The timing strongly suggests that large estate receipts and internal cash transfers were major sources of the increase. It also weakens a simple claim that NSS “moved the Foundation money to Truist”: NSF remained a multi-million-dollar custodian during the same period (Table 2); see Appendix B.

Table 2. Investments/Governance Observation

Note: “Truist Restricted” is the account label reported in the FY2024 Form 990 review. The label alone does not establish the legal donor-restriction status of every dollar in that account. [R14, R17, R23]

Section 6.3 Investment performance and operating sustainability

The later financial statements show a second-stage change in NSS financial governance. After the legacy gifts enlarged the asset base, investment performance became a major component of annual financial results. In FY2024/25, NSS reported approximately $1.631 million of income, $1.095 million of expenses, and $529,354 of net operating income before investment activity. Investment income then added approximately $589,899, producing total net income of about $1.119 million. [R30]

For April through December 2025, the Society reported approximately $980,921 of income and $1.251 million of expenses, producing a net operating loss of about $264,254 before investment activity. Investment income of approximately $1.073 million converted that operating deficit into positive total net income of about $808,824. This is not by itself evidence of unsustainable operations; timing, conventions, grants, and investment accounting can materially affect interim results. [R31]

Investment-management costs are also now evident. The FY2024/25 financial statement reports about $47,152 in investment/brokerage fees; April-December 2025 reports about $63,675. Those amounts are not inherently excessive for a multi-million-dollar portfolio, but the Board and membership cannot evaluate them without assets-under-management, fee schedules, benchmarks, and net-of-fee performance. [R30–R31]

In practical terms, this means the Board should judge whether the Society’s core operations are financially sustainable on their own, separate from paper gains on investments that haven’t been sold, and should receive an annual investment report covering where the money is invested, how easily it can be accessed, what fees are being charged, how it’s performing against a benchmark, and what the actual return is after fees. If a report like this already exists, members currently have no way of knowing that.

Section 7. Beach, Patera, and Jones: What the Record Shows

The available records provide different levels of detail about the Beach, Patera, and Jones legacy gifts. Table 3 summarizes what is known about each gift’s amount and restrictions, along with questions that remain unresolved. The sections below examine the supporting evidence and its limitations.

Table 3. Legacy source/status

Section 7.1 Beach Living Trust (name often misspelled as Beech in Board documentation)

The Beach Trust is the best-documented legacy source. In 2017, Gale Beach donated $400,000 in stock to the NSS (personal communication, G. Schindel, 2026) [R40]. Signed court receipts established NSS as a 25% beneficiary and document distributions of $750,000 in March 2021, $1,076,166.67 in late December 2021/January 2022, $50,000 in October 2024, and $25,413.10 in March 2026. Total documented receipts are $1,901,579.77. [R6, R20–R22]. The distribution receipts themselves don’t state an education-only restriction. The legal existence and scope of any donor restriction cannot be established from the receipts alone. Establishing a legal restriction would require the trust instrument, an amendment or restatement, or another decisive donor document.

The March 2022 Board record is clear that the Board interpreted donor intent as education/museum initiatives. It authorized use of Beach funds for education infrastructure, including “Back 5” rooms and ADA restrooms, and directed that the remaining balance be placed into a restricted fund supporting in-person education programming. Agenda notes acknowledged prior Board disagreement over use and stated that this was what the donor wanted. [R7]

A June 2025 agenda stated that more than $390,000 of Beach Estate money remained for educational purposes. There was discussion of a possible $2-3 million education/training center. The actual motion concerned the $47,000 Innovate Alabama grant for design work, not authorization of full construction. [R15].

In March 2026 a Board agenda described the “latest Beach fund balance” as $390,000 and proposed $190,000 for museum design/installation. The 2026 ED report also described a strategic shift from a vertical-tower concept toward a modern training center. [R15, R18, R35]

In the draft June 29, 2026 minutes, the Board rescinded the March 14, 2026 museum funding authorization by unanimous roll-call vote (12–0). The operative motion, as amended on the floor before the vote, read with a director motioning “….moves to rescind the directive adopted on March 14, 2026, authorizing a $190,000 promissory note from the Beach Fund to fund museum costs upon signing of a lease agreement with the NSS Cave and Natural History Museum” (In the draft minutes, “motion” was struck and “directive” substituted before adoption). In the same meeting, a separate motion to seat a four-member “NSS Museum Board” failed by unanimous denial (12–0). [R33].

On July 6, 2026, the Board voted to distribute $100,000 from the Beach Fund to the NCRC National Restricted Fund and a further $100,000 from the Beach Fund to the VTC Restricted Fund. So $200,000 of the fund’s roughly $390,000 reported balance, was redirected one week after the museum authorization was rescinded. Whether this redirection satisfies the donor’s stated educational-infrastructure intent as fully as the museum project would have is not established in the reviewed record. [R34]. See Appendix A for sequence of fund decisions. No Act in the July 6, 2026 Manual defines the receiving NCRC fund (Section 9.3).

The unresolved Beach question is that the Board ordered creation/designation of a restricted Beach fund in March 2022, but the member-facing records reviewed do not provide a transaction-level reconciliation from approximately $1.9 million in documented receipts to the reported ~$390,000 balance. This is a records/reconciliation question, not by itself evidence of misuse.

Section 7.2 Patera Trust

The February 23, 2022 S-T report stated that NSS had received the final Beach Estate distribution and was awaiting Patera Trust funds to arrive at Headquarters. The October 24, 2022 Statement of Activity then reported an exact $2,000,000 under “Bequests,” while ordinary unrestricted and restricted donations were much smaller. [R7, R9]. Because the Patera funds were specifically expected shortly before the $2 million bequest appeared, Patera is the leading candidate for that entry. However, the Statement of Activity does not identify the donor. The Patera = $2 million conclusion should therefore remain classified as strongly supported rather than proven until donor-level general-ledger or estate documentation is obtained.

Section 7.3 Roswell Jones

The 2022 Board record expressly referred to the “Jones bequest” as a potential funding source for the vertical training tower if fundraising fell short. That language was removed from the adopted version, but it establishes that Board members regarded Jones estate money as an identifiable pool. The amount, receipt date, donor restrictions, and current disposition have not been established from the reviewed member-facing records. [R9]

Section 9.2 Beach fund implementation

The same implementation question exists for the March 2022 direction that the remaining Beach balance be placed into a restricted fund. The later record refers to a Beach balance, but the reviewed financial statements do not provide a donor-level fund reconciliation. The missing element is not necessarily the existence of the money. It is the transparent audit trail showing how the Board’s restriction was implemented and maintained. [R7, R15]. It is recommended that every Board Act that creates, restricts, moves, borrows against, or terminates a fund above a defined threshold should generate an implementation certificate to the Board and membership within 60 days. See Appendix C.

Section 11.4 The rescinded museum project as a comparative case

The museum project referenced above provides a documented comparison point for the capital-allocation standard proposed in this section. On March 14, 2026, the Board unanimously authorized a $190,000 promissory note from the Beach Fund for museum design and installation, contingent on execution of a lease agreement with the NSS Cave and Natural History Museum. [R35] On June 29, 2026, the Board unanimously rescinded that authorization and, in the same meeting, unanimously declined to seat a proposed four-member museum governance board that would have included the Executive Director. [R33] On July 6, 2026, $200,000 of the Beach Fund’s roughly $390,000 balance was redirected to the NCRC and VTC restricted funds, including the Vertical Training Commission restricted fund. [R34]

The reviewed minutes do not state a financial or risk-based rationale for either the March authorization or the June rescission; both votes were unanimous with no recorded discussion of cost, revenue projections, or risk in the located minutes. Whether the museum project was evaluated and rejected under the same capital-allocation criteria recommended above for the training-facility concept, or reversed for reasons unrelated to financial risk, cannot be determined from the member-facing record reviewed. This is the specific comparison the recommended capital-allocation standard is intended to make possible for future projects. [R33–R35]

Separately, the rescission motion’s description of the March 14 action was amended on the floor from “motion” to “directive” before adoption. The reviewed minutes do not explain the reason for the change, and this report draws no legal conclusion from it; it is noted because how a rescinded Board action is characterized can affect whether third parties treat the original authorization as having bound the organization. [R33]

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Part 9. Money held by the NSS and money held by the NSF

Background for FAQ 14 · Back to the FAQs

Section 8. NSS-Controlled Funds and NSF-Administered Funds

The reviewed documents do not support the proposition that all estate money should automatically have gone to NSF. Current Bylaw IV.B says gifts and bequests may be made to the Society and that the Society may transfer gifts, bequests, or other funds/property to NSF for administration. The transfer is permitted, not mandatory. [R1]. Accordingly, a donor who named NSS rather than NSF did not force the Board to keep the money in a Truist or Ameritrade account. The Board retained policy discretion, subject to any donor restriction, to hold the money directly or place it into an NSF-administered fund. The governance question is therefore not “Was direct custody allowed?” but “What policy determined how much extraordinary legacy capital should remain directly accessible?”

Section 8.1 Why NSF can serve as a governance safeguard

NSF administration adds institutional separation and contractual friction. Existing fund contracts can limit annual distributions, require Board supermajorities to access principal, and preserve unspent returns. The 2024 Perpetuity Operational Fund, for example, was designed as a continuing revenue source with annual reimbursement capped at 5.5% of fund value. [R13] In practice, its protective effect has been limited. Fund records show that the Society deposited $100,000 when the fund was established on November 22, 2024, has made no deposits since, and has taken the maximum withdrawal in both 2025 and 2026, leaving a balance of $101,465. The records also indicate that the Society may borrow from the fund and move money from it to other funds with few restrictions. [R60] A custodial arrangement protects capital only to the extent of its terms and of the money actually placed in it.

The March 2025 Capital Expense Fund proposal similarly contemplated NSF custody with no automatic distributions, Foundation reporting, access to principal only after a two-thirds BOG vote, and no principal loans. [R14]

These restrictions are not necessarily optimal for every dollar. NSS needs liquidity, emergency capacity, and capital flexibility. The structural issue is the absence of a clearly articulated reserve/legacy policy explaining the desired long-term balance between directly accessible assets and institutionally protected capital.

Section 8.2 Evidence does not support a complete move away from NSF

Later records show extensive work to restructure NSS funds held by NSF for reporting and audit purposes, separate funds out of the old holding structure, and create new NSF-administered funds. On March 1, 2025, the Board approved by roll-call vote an allocation of $2 million from the NSS Investment account to the NSF-held Perpetuity Operational Trust Fund, including the $1 million previously designated as a Management Fund. [R14, R16] The transfer was never made. Fund records show that the fund has received no deposit since its initial $100,000 in November 2024. [R60] The strongest conclusion is that NSS expanded a large parallel pool of directly controlled investments while continuing to use NSF for selected funds. The Board approved moving more capital to NSF but did not carry it out. The evidence supports expanded direct NSS control, not a proven institutional plan to abandon NSF. See Appendix B.

Section 9.1 The $1 million Management Fund

Act 18-982, adopted March 19, 2022, established a $1 million Management Fund from the Operational Fund, limited annual withdrawals to 5%, and said the fund would be jointly established with concurrence of the Board Chair and S-T. [R1]. Three years later, the agenda explaining the $2 million transfer the Board approved on March 1, 2025, to the NSF Perpetuity Operational Trust Fund stated that the $2 million included the $1 million set aside in 2022 and added: “However a fund was never created at that time.” [R16]. This is a documented implementation gap. It does not mean the $1 million disappeared. The 2025 explanation says it remained in the NSS Investment account. The governance lesson is that significant financial Acts need a formal implementation close-out showing the account/fund created, amount transferred, effective date, custodial agreement, responsible officers, and accounting classification. The $2 million transfer is a second example: approved in March 2025, it was never carried out (Section 8.2). [R60]

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Part 10. Conclusion of the Review

Section 12. Conclusion

This review supports a coherent account of how NSS governance has developed. The Society became financially stronger and organizationally more complex. Large legacy gifts, a growing investment pool, property obligations, new paid staff, and an Executive-Director-centered structure all increased the Society’s capacity, and at the same time raised the stakes of any weakness in its controls.

Several historical weaknesses are documented: accounts that went unreconciled, periods when financial oversight was not functioning, at least one major financial Act that was never fully implemented, legacy funds that cannot be cleanly traced from the member-facing record, and a multi-year cash embezzlement reported in 2026. The record also documents genuine corrective work: the restructuring itself, stronger Financial Review Committee duties, cleanup of the NSF funds, improved account access for reviewers, revised accounting codes, the Ramp spending platform, and the beginnings of background-check and conflict-of-interest policies alongside more professional HR and operations, some of it adopted and some still in progress. Both the weaknesses and the corrective work point in the same direction. See Appendix D.

That direction is the central conclusion of this review. NSS has reached a size and complexity at which informal, personality-dependent safeguards are no longer enough. The concern is sharpened by the present arrangement, in which one person holds three roles, Interim Executive Director, Secretary-Treasurer, and Division Head of Accounting and Finance, so that the Society’s executive authority, financial-control authority, and accounting function all run through a single individual, so that the independence between management and financial oversight now depends on discretion rather than on structure. Safeguards that hold regardless of who is in office, segregation of duties, independent financial oversight, a legacy and reserve policy, debt and investment controls, implementation reporting, and timely transparency to members, should be written into the Society’s governing rules rather than left to practice.

The financial record adds an important qualification. NSS is not a poor or asset-starved organization; its challenge is the governance of abundance. Large legacy gifts and strong investment returns have given the Society substantial capacity. But that same abundance makes weak policy maintenance, unclear borrowing authority, incomplete revenue reconciliation, and personality-dependent controls more consequential, not less. Financial strength is a reason to build durable institutional safeguards, not evidence that they are unnecessary. [R30–R32]

For that reason, the most durable protection available to the membership is structural. Written rules bind every future Board, including the people the membership trusts today and the people it has not yet met, in a way that changes of individual officeholders cannot. The specific reforms this conclusion points toward, and the ways the membership can put them in place, are set out in the companion document, Recommended Actions and Proposals.

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Part 11. The Review’s appendices: timeline, custody, controls, and findings

Appendix A. Governance and Financial Timeline

Table A-1. Governance and financial timeline

Appendix B. Investment-Custody Snapshots

These snapshots are not a full investment-performance analysis. They are included to show the shift in custody architecture.

Values are rounded for readability

Table B-1. Investment-custody snapshots

Caution: the direct/NSF distinction is about custody and governance friction. It does not by itself determine donor restriction. [R3, R8, R9, R14, R17]

Appendix C. Governance-Control Expectations vs. Observed Record

This table links standards adopted by NSS itself to later documentary evidence. It is intended to identify control questions not to assign personal fault.

Table C-1. Governance-control expectations vs. observed record

Appendix D. Consolidated Findings

Table D-1. Consolidated findings

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Rules cited

The excerpts mention two appendices of the NSS Board of Governors Manual, the Society’s rulebook. They are not part of the Review, so the relevant text is quoted here. Source: NSS Board of Governors Manual, as of the July 06, 2026 meeting.

Appendix J, Board of Governors Operational Directives, section V.A (Minutes)

Draft minutes will be distributed to Board members by the Recording Secretary as soon as possible after the meeting, preferably within 14 days. Board members will be asked to submit corrections and suggestions to the Recording Secretary within 7 days. After making all necessary corrections the Recording Secretary will submit to the Chair of the Board a copy of the comments and corrections related to the business conducted, as well as the final draft minutes for approval by the Board at the next regular meeting. The final draft will be posted to the NSS Business page of the NSS Web site as soon as possible, but no later than 30 days after the meeting. The draft version will be replaced by the final version approved at the following meeting. Only corrections relating to the content of minutes of the previous meeting will be brought before the Board for approval. The NSS recording secretary is responsible for ensuring the minutes are posted online.

Appendix AV, Financial Review Committee Policy and Review Committee Charter (excerpts)

Committee members, to the extent permissible under applicable law, must be: (i) independent of the management of the Society (including its component units and related organizations) and (ii) free of any professional, financial or personal relationship that would impair such independence.

No member of the committee is allowed to have signature authority on any society bank account.

Maintain adequate policies and guidelines for receiving complaints regarding accounting controls and reports of financial fraud. Receive briefings on any financial fraud situation or whistleblower complaints from the Society’s management.

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Sources cited

Numbering follows the full Review, so some numbers are skipped.

1. R1. National Speleological Society. Board of Governors Manual, as of the March 14, 2026 meeting (the posted version until September 23, 2026). Includes Constitution, Bylaws, Board Acts, Appendix G meeting procedures, and Financial Review Committee charter.
2. R2. National Speleological Society. Secretary-Treasurer Report, November 2019 (S-T-1911.pdf).
3. R3. National Speleological Society. Secretary-Treasurer financial statements, including Balance Sheet as of March 31, 2019 (S-T-1906.pdf).
4. R4. National Speleological Society. Special Board of Governors Meeting Minutes, January 9, 2020 (2001BOG-Special.pdf / 2020-22 compilation).
5. R5. National Speleological Society. Secretary-Treasurer Report, November 10, 2021 (NOV2021.pdf / S-T-2112 material).
6. R6. Superior Court of California, County of San Mateo. In the Matter of the 1986 Beach Living Trust, Case No. 21PRO00469, Receipt of Preliminary Distribution to National Speleological Society, March 15, 2021 ($750,000).
7. R7. National Speleological Society. Secretary-Treasurer Report, February 23, 2022 (S-T-2203.pdf), and March 19, 2022 BOG agenda/minutes regarding the Beach donation and Management Fund.
8. R8. National Speleological Society. Statement of Financial Position as of March 31, 2022, and Statement of Activity April 2021-March 2022 (S-T-2206 / 2020_2022_financials.docx).
9. R9. National Speleological Society. October 24, 2022 Secretary-Treasurer Report and financial statements; October 29, 2022 BOG minutes regarding vertical training tower and Beach/Jones bequests.
10. R10. National Speleological Society. 2023 BOG minutes and governance-restructuring committee reports (2023minutes.docx).
11. R11. National Speleological Society. March 10, 2024 BOG minutes, restructuring Act 01-994 and related transition/ED-search provisions (2024minutes.docx).
12. R12. National Speleological Society. July 1 and 5, 2024 BOG minutes, including Financial Oversight Committee update, Act 15-509 revision, and S-T hiring report (2024minutes.docx).
13. R13. National Speleological Society. NSS Perpetuity Operational Fund, Attachment W / Act 18-995, and related NSS-NSF contract provisions.
14. R14. National Speleological Society. March 1, 2025 BOG minutes, Act 18-998 and proposed NSS Capital Expense Fund, Attachment X.
15. R15. National Speleological Society. Agenda of the 260th BOG Meeting, June 23, 2025, including Beach Estate balance and training-facility discussion.
16. R16. National Speleological Society. 2025 BOG agenda regarding $2 million allocation to NSS Perpetuity Operational Trust Fund and clarification that the 2022 Management Fund had not actually been created.
17. R17. National Speleological Society. Secretary-Treasurer Report, October 16, 2024 (2024_Financials.docx / 2024.docx), and related 2023-2024 financial statements.
18. R18. National Speleological Society. Annette S. Engel, “The Executive Director’s First Year: 2026 Convention Report,” June 2026.
19. R19. National Speleological Society. December 8, 2025 BOG minutes/agenda, CapEx operational investment account and collateralized line of credit.
20. R20. Superior Court of California, County of San Mateo. In the Matter of the 1986 Beach Living Trust, Receipt of Final Distribution - NSS, signed January 5, 2022 ($1,076,166.67).
21. R21. Superior Court of California, County of San Mateo. In the Matter of the 1986 Beach Living Trust, Receipt of Partial Distribution of Reserve - National Speleological Society, October 18, 2024 ($50,000).
22. R22. Superior Court of California, County of San Mateo. In the Matter of the 1986 Beach Living Trust, Receipt of Final Reserve Distribution - NSS, March 3, 2026 ($25,413.10).
23. R23. NSS Form 990 Consolidated Findings, FY2019-FY2024 (working analysis based on uploaded IRS Forms 990). Underlying returns include FY2019 and FY2022-FY2024 materials reviewed in this project.
24. R24. National Speleological Society. “NSS Organization & Contacts,” caves.org, accessed August 28, 2026. Official page lists Kristine Ebrey as Interim Executive Director and Secretary-Treasurer. https://caves.org/nss-organization-contacts/
25. R25. National Speleological Society. “NSS Business Documents,” caves.org, accessed August 25, 2026. https://caves.org/member-page/businessdocuments/ Re-checked September 22, 2026.
30. R30. National Speleological Society. Secretary-Treasurer / Finance Division Report submitted May 26, 2025, including FY2024/25 Statement of Activity and financial position (2025-06-Financial-Report.pdf).
31. R31. . National Speleological Society. Secretary-Treasurer / Finance Division Report submitted February 5, 2026, financials through December 31, 2025 (2603-Finance-Report.pdf).
32. R32. . National Speleological Society. 2025-2026 Executive Director Annual Report, Spring 2026, including assets, investment/endowment summary, and financial-health discussion (2603-ED-Annual-Report.pdf).
33. R33. . National Speleological Society. June 29, 2026 BOG Special Meeting Draft Minutes (2026.06.29_NSS-BoG-Special-Meeting-Minutes_Draft-1.pdf). Posted only under the Events section and still marked DRAFT as of September 22, 2026.
34. R34. . National Speleological Society. July 6-10, 2026 BOG Meeting Draft Minutes (2026.07.06_NSS-BoG-Meeting-Minutes_Draft-1.pdf). Posted only under the Events section and still marked DRAFT as of September 22, 2026. Uses the Society’s standard amendment markup (<> for inclusion, >>text<< for removal).
35. R35. National Speleological Society. Agenda of the 262nd BOG Meeting, March 14, 2026, Beach Fund museum design/installation motion ($190,000 promissory note) and related Cave Avenue demolition authorization (NSS_Agendas.docx).
36. R36. National Council of Nonprofits. (n.d.). Investment policies for nonprofits. Accessed August 29, 2026.
37. R37. Uniform Law Commission. (n.d.). Prudent Investor Act and Prudent Management of Institutional Funds Act. Accessed August 29, 2026.
38. R38. Financial Industry Regulatory Authority. (2024, January 3). Securities-backed lines of credit explained. FINRA.
39. R39. National Speleological Society Board of Governors. “A Message from the NSS Board of Governors.” Email attachment from unknown sender, received July 30, 2026. Cited in Section 2.3.
40. R40. Schindel, G. 2026. Personal communication concerning Gale Beach’s 2017 stock donation to NSS. Cited in Section 7.1; email dated 8/28/2026.
41. R41. National Speleological Society. Board of Governors Manual. 2022 version, May 30, 2022. Cited in Sections 1 and 2.3.
42. R42. National Speleological Society. NSS Restructuring Proposal, 2024-2-7, adopted as new Act 01-994 at the March 2024 Board of Governors meeting, creating the Executive Director position (NSS-Restructuring-Proposal_2024-2-7.pdf). Its markup (blue <> for inclusion, red >>text<< for removal) moves nineteen financial-control Acts from the Secretary-Treasurer to the Executive Director. Cited in Sections 2.2 and 4.
43. R43. National Speleological Society. Board Act 15-509 (Review of NSS Checking Accounts) and Act 15-573 (Signature Authority), as amended July 6, 2026 (2026.07.06_NSSBoGMeetingMinutes_Draft1.pdf, pp. 5-6), cited in Section 2.3.
44. R44. National Speleological Society. NSS Organizational Chart, https://caves.org/wp-content/uploads/nss/nss-org-chart.webp, retrieved September 5, 2026, showing Kristine Ebrey as Interim Executive Director, Secretary-Treasurer, and Division Head of Accounting and Finance. A capture of this file dated July 27, 2026 is preserved in the Internet Archive Wayback Machine; the chart is understood to have been updated on or shortly after the July 13, 2026 announcement of the interim Executive Director appointment, cited in Sections 2.1, 2.3, and 10.3.
45. R45. National Speleological Society. 2024. “NSS Division Heads.” NSS News 82(8): 2, identifying Kristine Ebrey as Secretary-Treasurer and Division Head of Accounting and Finance no later than August 2024, cited in Sections 2.1, 2.3, and 10.3.
48. R48. National Speleological Society Board of Governors. Response to the August 19, 2026 letter from concerned members of the National Speleological Society, dated September 13, 2026, and received September 14, 2026. Cited in Sections 2.1, 2.2, 2.3, 3.1, 10.3, and 10.4.
49. R49. National Speleological Society Board of Governors. Agenda, Special Meeting, September 14, 2026 (v1.0), listing approval of the June 29 and July 6, 2026 minutes and a motion to approve $55,000 in Executive Director recruiting costs. Cited in Sections 2.1 and 3.1.
50. R50. National Speleological Society. Secretary-Treasurer’s Report, September 30, 2023, prepared by David Oase, Notes to Financial Statement, p. 10 (ST2311.pdf). Cited in Section 10.3.
52. R52. National Speleological Society. Official NSS Facebook page, post announcing the leadership transition, July 13, 2026. Cited in Sections 2.1 and 2.2.
53. R53. National Speleological Society. 2026. NSS News 84(8): 4 (August 2026), announcing the Executive Director’s departure. Cited in Section 2.1.
55. R55. National Speleological Society. Board of Governors Manual, as of the July 06, 2026 meeting (Board-of-Governors-Manual-2026-07-06.docx), posted to the NSS website September 23, 2026. Compared against R1 to identify Acts removed between March 14 and July 6, 2026, and used for the current wording of the Acts reassigned on July 6. Cited in Sections 2.1, 2.2, 2.3, 7.1, 9.3, and 10.4.
56. R56. National Speleological Society Board of Governors. Minutes of the Special Meeting, September 14, 2026 (FINAL), approved October 17, 2026 (Minutes-Final-Draft-9.14.26.pdf). Cited in Sections 2.1, 3.1, 10.4, and 10.6.
57. R57. National Speleological Society Board of Governors. Minutes of the Meeting, Boise, ID, October 17, 2026 (DRAFT 2) (Minutes-Draft-10.17.26-1.pdf). Cited in Sections 3.1, 10.4, and 10.6.
58. R58. National Speleological Society Board of Governors. Minutes of the Special Meeting, March 31, 2025 (FINAL) (2025.03.31-NSS-BOG-Special-Meeting-Minutes-Final.pdf). Cited in Sections 3.1, 9.4, and 10.6.
59. R59. National Speleological Society. 2026-2027 Budget, v3, dated March 11, 2026 (FY2627Budget.pdf). Cited in Sections 9.4 and 10.6.
60. R60. NSF fund records for the NSS Perpetuity Operational Trust Fund, as of November 2026, showing deposits, withdrawals, current balance, and borrowing terms. Cited in Sections 8.1, 8.2, and 9.1.

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