Frequently Asked Questions
Answers with links to the Society’s own records.
Want the detail behind an answer? Each one links to its part of the Deep Dive into NSS Governance. To see what we propose, start with the petitions.
Questions
- What happened to the Executive Director?
- Is this about any individual?
- How was the interim Executive Director appointed?
- Why does it matter that one person holds both roles?
- What rules did the Board change on July 6, 2026 and why it matters?
- How has the Board responded to those concerns?
- What are we asking the Board to do?
- What’s the concern about Board meeting minutes?
- How long was the Board Manual out of date and why does that matter?
- What happened to the 24 Acts removed from the most recent version of the Board Manual?
- What happened with the embezzlement, and what has been done since?
- What protects members' money?
- What are legacy gifts, and why do they matter?
- What's the difference between money held by the NSS and money held by the National Speleological Foundation (NSF)?
1. What happened to the Executive Director?
On June 29, 2026, after a closed session, the NSS Board voted unanimously to end the contract of the Society's first Executive Director, without cause. "Without cause" means the Board did not cite misconduct or any other reason. It is not a finding of wrongdoing. The Board has said their service ended July 13, 2026, and that as a personnel matter it cannot discuss specifics. We don't know the reasons, we won't speculate about them, and none of our concerns depend on them.
What members can reasonably expect to see is how the transition was handled. The minutes do not record how interim leadership was appointed (see FAQ 3).
Sources: Board minutes, June 29, 2026 (draft, posted on the NSS Events page); "A Message from the NSS Board of Governors," NSS News 84(8): 4, August 2026; Board minutes, July 6–10, 2026 meeting (draft); NSS Board of Governors, response to members' letter, August 6, 2026; Act 01-994 (2024 restructuring)
2. Is this about any individual?
No. Our concern is how authority is structured, not who holds it.
Separating operations from financial control protects the Society and the people who serve it. When one person holds both roles, no one inside the organization is in a position to check that person's work, however honest and capable they are. The same concern would apply to anyone in these roles, and it will apply to whoever holds them in the future.
That is why the changes we propose are to the rules, not to people. They would apply to every future Executive Director and Secretary-Treasurer.
We do not question anyone's honesty or dedication to the Society. The Board has said its audit firm and legal counsel identified no legal issue with the current arrangement, and we have not claimed otherwise. Our point is about safeguards. Nonprofit guidance, including from the National Council of Nonprofits, treats dividing control of money among different people as a basic protection against fraud. The Society's own rules were written the same way.
What fixes this: Petition 1 · Deep Dive
Sources: NSS Board of Governors Manual July 6, 2026; Financial Review Committee charter; NSS Board of Governors, response to members' letter, September 13, 2026; National Council of Nonprofits, "Internal Controls for Nonprofits"
3. How was the interim Executive Director appointed?
The posted records don't say. The Board voted on June 29, 2026, after a closed session, to end the Executive Director's contract. The draft minutes of the Board's July 6 and July 10 meetings still list the former Executive Director as Executive Director. The July 10 closed-session report says only that the Board made decisions about "temporary personnel matters and subsequent communications." None of the posted minutes records a motion, a vote, or an effective date appointing the Secretary-Treasurer as Interim Executive Director.
Members learned of the appointment from an announcement on the official NSS Facebook page on July 13, 2026, and from the August 2026 NSS News. In its September 13 response to members, the Board said it stands by the interim appointment.
The NSS Bylaws anticipate this situation. Under Bylaw VI.A, when the Executive Director position is vacant, the Chair of the Board exercises the Executive Director's authority until an Executive Director or interim Executive Director is seated. That makes the date the interim took office important: it determines who held that authority, and when. The appointment may well have been made properly, but members can't confirm that from the posted record. The Board's own rules require minutes to include every action taken, including reports from closed sessions, so the appointment should appear in the record even if it was decided in closed session.
What fixes this: Petition 1 and Petition 2 · Deep Dive
Sources: NSS Board of Governors, draft minutes, June 29, 2026 (posted on the NSS Events page); draft minutes, July 6 and July 10, 2026; NSS Bylaws, Article VI.A, NSS Board of Governors Manual, Act 05-121 (minutes contents); Official NSS Facebook page, July 13, 2026; The Board's August NSS News message says the Executive Director's service ended on July 13; NSS News 84(8): 4, August 2026; NSS Board of Governors, response to members' letter, September 13, 2026
5. What rules did the Board change on July 6, 2026 and why it matters?
On July 6, 2026, the Board moved most of the Society's financial-control authority from the Executive Director's office to the Secretary-Treasurer's office. The changes were part of 56 updates to the Board Manual, plus one rescission, passed together in a single unanimous voice vote on the consent agenda. The minutes record no discussion or explanation. In nine of those updates, the Board replaced "Executive Director" with "Secretary-Treasurer" as the office responsible for key financial tasks:
- opening and closing the Society's bank and investment accounts (Act 15-573)
- handling and safeguarding incoming checks and other funds (Act 15-017)
- bonding the people who handle significant funds (Act 15-020)
- establishing securities accounts and selling donated securities (Act 15-428)
- receiving the divisions' income and expense reports (Act 15-495)
- arranging the Financial Review Committee's access to bank accounts and statements (Act 15-509)
- preparing the financial reports for the Board and the Financial Review Committee (Act 15-776)
- refusing payment of over-budget amounts (Act 16-040)
- notifying the Board of Reserve Fund transfers (Act 18-686)
Why this matters: Moving financial control to the Secretary-Treasurer could have strengthened the separation of duties, but only if two different people held the two offices. The sequence of events worked against that:
- June 29: The Board voted to end the Executive Director's contract.
- July 6: The Board moved financial control from the Executive Director to the Secretary-Treasurer.
- July 13: The Board announced that the Secretary-Treasurer would also serve as Interim Executive Director.
The result was that the authority ended up with the same person. It was moved out of one office and into another, and within a week both offices were held by one person. It reversed a deliberate decision. When the Board created the Executive Director position in 2024, it moved these same duties the other way, from the Secretary-Treasurer to the Executive Director.
It is permanent. The Bylaws already provide a temporary arrangement for a vacancy: the Chair of the Board exercises the Executive Director's authority until a new or interim Executive Director is seated. Instead of using that, the Board rewrote the rules. The new arrangement applies to every future Executive Director and Secretary-Treasurer unless the Board changes it back.
A note on dates: the Board Manual lists these changes as July 10, the meeting's final day. The minutes show the votes were taken on July 6. The updated Manual was posted on September 23, 2026.
What fixes this: Petition 1 and Petition 2 · Deep Dive
Sources: Board minutes, July 6–10, 2026 meeting (draft); NSS Board of Governors Manual, as posted September 23, 2026, Acts 15-017, 15-020, 15-428, 15-495, 15-509, 15-573, 15-776, 16-040, and 18-686 Act 01-994 and the 2024 Restructuring Proposal; NSS Bylaws, Article VI.A; official NSS Facebook page, July 13, 2026
6. How has the Board responded to those concerns?
The Board stands by the interim appointment and says it sees no problem with one person serving as both Secretary-Treasurer and Interim Executive Director. In its August 6, 2026 reply to our first letter, and in its message to members in the August NSS News, it gave these reasons:
- It consulted its attorneys and the CPA firm conducting the audit to ensure there were no issues with one person serving in both roles.
- Financial approvals that used to go through the Executive Director now go to the Chair of the Board, which the Board says keeps approval authority and financial oversight in separate hands.
- Members of the Financial Review Committee now review monthly reports, including changes to vendors, payroll details, and expenditures missing memo lines.
- In the Board's words, "No one person controls the NSS's money, and by design, no one can."
- It chose the Secretary-Treasurer because their knowledge of operations would simplify the audit. It considered three other candidates, two of whom declined, and says the Secretary-Treasurer will not seek the permanent position.
- It describes the Secretary-Treasurer and Executive Director roles as "fully within the operational division," separate from the Board's governing role.
In its September 13 reply to our second letter, the Board again declined to separate the roles or appoint an Acting Secretary-Treasurer. It planned to begin the search for a permanent Executive Director in mid-September 2026, aiming to fill the position before the 2027 Convention. On September 14 it approved $55,000 in recruiting costs for that search.
Where we differ: Having the Chair approve decisions is oversight from above, not separation of duties. It depends on the Board choosing to look, rather than building a second person into every transaction. The Financial Review Committee's monthly review is a welcome addition, but the Committee reviews reports arranged by the officer it is meant to check (see FAQ 4). The Board's own description makes the point: if both roles sit inside operations and one person holds them, no one inside operations is independent of that person. If the search runs to the 2027 Convention, that arrangement will last about a year. The Board has also passed up a related safeguard: on October 17, 2026, it voted down a conflict-of-interest policy, along with an amendment that would have extended the existing conflict-of-interest rule to the Secretary-Treasurer and executive staff.
What fixes this: Petition 1 · Deep Dive
Sources: NSS Board of Governors, response to members' letter, August 6, 2026; "A Message from the NSS Board of Governors," NSS News 84(8): 4, August 2026; NSS Board of Governors, response to members' letter, September 13, 2026; Board minutes, September 14, 2026, and October 17, 2026 (draft)
7. What are we asking the Board to do?
Our three letters, sent August 3, August 19, and September 14, 2026, ask the Board to take these steps:
- Separate the roles now. Appoint an Acting Secretary-Treasurer who is not the Interim Executive Director, and assign the Accounting and Finance Division to someone other than the Executive Director. That way, the financial authority moved to the Secretary-Treasurer's office on July 6 is held independently of the person running operations.
- Find out how the embezzlement happened. Commission an independent forensic examination of how the loss occurred and why existing controls did not catch it. If the Board decides against one, explain the reasons in writing.
- Keep members informed. Finalize and post Board minutes on the schedule the Board's own rules require, recording every motion and vote, and report to members on these matters so they can make informed decisions when they vote.
- Strengthen other safeguards. Confirm that everyone who handles Society money is bonded, adopt a conflict-of-interest policy, extend background checks to volunteers who handle funds, and review the governing documents so they match current practice.
These steps can be taken by the Board at any time. For the long term, we believe the separation of these roles should be written into the Bylaws, so it does not depend on the choices of any one Board.
What fixes this: All three petitions
Sources: Letters from concerned NSS members to the Board of Governors, August 3, August 19, and September 14, 2026; NSS Board of Governors Manual, Act 02-948 (Director Annual Report)
8. What’s the concern about Board meeting minutes?
Members can't easily see what the Board has decided, or when. Minutes are how members learn what the Board decides in their name. The Board's own rules require minutes to be posted within 30 days of each meeting and to record every action taken, including reports from closed sessions. In 2026, those rules have not been followed:
- Late: The minutes of the June 29 and July 6–10 meetings were not approved until September 14, ten to eleven weeks later. The April 13 and April 28 minutes, approved on May 27, were not posted until October 15.
- Missing: As of September 22, the March 14 and May 27, 2026 minutes were not posted anywhere on the NSS website, even though the Board approved the May 27 minutes in July. They were finally provided to an NSS member who requested them from the Recording Secretary.
- Hard to find: As of September 22, the June 29 and July 6–10 minutes were posted only as drafts, under Events rather than on the Business Documents page where minutes normally appear. Those are the meetings where the Board ended the Executive Director's contract and moved financial authority to the Secretary-Treasurer.
- Incomplete: None of the posted minutes records the interim Executive Director appointment.
The Board has acknowledged the delays. It says final minutes through May 27 have been shared with the Bylaws Committee, that website changes are underway to make minutes easier to find, and that it will hold meetings the month after each Board meeting specifically to approve minutes. These are welcome steps, and there are signs of progress: the September 14 minutes were approved about five weeks after that meeting. But minutes shared with a committee are not minutes posted for members, and until the minutes are posted, members can't check what was decided.
The same gap appears in what members are told directly. The Board's message to members in the August NSS News announced the leadership change and discussed the Society's finances, but did not mention the embezzlement (see FAQ 11). The Board has said it has been committed to transparency about the headquarters matter since the spring.
What fixes this: Petition 2 · Deep Dive
Sources: NSS Board of Governors Manual, Appendix J.V.A (minutes posting) and Act 05-121 (minutes contents); NSS Business Documents and Events pages, caves.org, checked September 22, 2026; Board minutes, June 29 and July 6–10, 2026 (draft); Board minutes, April 13, April 28, September 14, and October 17, 2026; NSS Board of Governors, responses to members' letters, August 6 and September 13, 2026; "A Message from the NSS Board of Governors," NSS News 84(8): 4, August 2026
9. How long was the Board Manual out of date and why does that matter?
About 11 weeks. The Board changed who controls the Society's money on July 6, 2026, but the Manual posted for members did not show those changes until September 23, 2026. The Board of Governors Manual is the Society's rulebook. It holds the Constitution, the Bylaws, and every Act the Board has adopted. Members, staff, and the Financial Review Committee rely on it to know who is responsible for what.
From July 6 to September 23, 2026 the posted Manual was the version dated March 14, 2026. It still named the Executive Director as responsible for the Society's bank accounts, bonding, and financial reports. The rules the Board had actually adopted named the Secretary-Treasurer (see FAQ 5). For those 11 weeks, the posted rulebook and the rules in effect disagreed about who held these financial powers. This was the same period in which the Executive Director's contract ended and the Secretary-Treasurer became Interim Executive Director.
The change was hard to see from the start. It was passed as part of 56 updates in a single consent-agenda vote, with no discussion recorded in the minutes. After that, a member who wanted to know who controlled the Society's money had to find the draft July minutes, posted under Events rather than with the Board's business documents, and compare them Act by Act against the older Manual. Even the Board's September 13, 2026 reply to our letter described one of these Acts as it read before July 6, 2026. The Manual says the Secretary of the Board maintains it and that a current version is kept in the Board's cloud storage. Members do not have access to that copy. We have not found a rule setting a deadline for posting updates. For a document this central, that gap matters.
What fixes this: Petition 2 · Deep Dive
Sources: NSS Board of Governors Manual, as of the March 14, 2026 meeting (downloaded August 29, 2026); NSS Board of Governors Manual, as posted September 23, 2026 (Introduction; Acts 15-017, 15-020, 15-509, 15-573, 15-776) Board minutes, July 6–10, 2026 meeting (draft) NSS Board of Governors, response to members' letter, September 13, 2026
10. What happened to the 24 Acts removed from the most recent version of the Board Manual?
The Manual doesn't say. The removals are in the July 6, 2026 minutes, but they are hard to recognize. Comparing the Board Manual dated March 14, 2026 with the updated Manual dated July 6, 2026 shows 24 Acts no longer present. Twenty-one govern named or designated funds, including:
- the James G. Mitchell Fund
- the Fund for Litigation to Protect Caves
- the National Cave Rescue Commission Funds
- the Cave Acquisition Fund
- the Nature Preserve Fund
- the Cave Preservation Fund
- the Publication Fund
- the NSS Perpetuity Operational Fund
- the NSS Capital Expenses Fund
The other three cover the money market account, interest income, and loans to conservation task forces.
Only one was presented as a removal: the motion to rescind the Capital Expenses Fund Act. The others appear in the July 6, 2026 draft minutes as consent-agenda motions to “update” each Act, with the Act’s entire text marked for deletion. All were approved in a single vote with no recorded discussion. At the same meeting the Board approved a motion to revise the fund contracts held by the National Speleological Foundation, so the terms of some of these funds may now be in those contracts rather than in the Manual. Neither the minutes nor the Manual says whether each fund was closed, merged, or moved, or what rules now govern it. Why it matters. These Acts are the rules for how money in each fund may be raised and spent. Without them, members cannot tell what governs these funds. There are already loose ends:
- Another Act still describes a program raising money for the Cave Preservation Fund, whose own Act is gone.
- On July 6, 2026 the Board approved a $100,000 distribution to the National Cave Rescue Commission fund, which no Act in the updated Manual now defines.
None of this means money was misdirected. It means members can't check. A dated list of every Act added, changed, or removed, shared with members, would close the gap.
What fixes this: Petition 2 · Deep Dive
Sources: NSS Board of Governors Manual, as of the March 14, 2026 meeting; NSS Board of Governors Manual, as of the July 6, 2026 meeting (posted September 23, 2026); Board minutes, July 6–10, 2026 meeting (draft)
11. What happened with the embezzlement, and what has been done since?
According to the Executive Director’s 2026 report and the Board, a former NSS employee embezzled cash connected to venue rentals at the NSS headquarters from late 2023 into early 2026. The Executive Director found it, police are investigating, and an outside audit is under way.
What happened. According to the Executive Director's 2026 Convention report, inconsistencies in rental contracts were identified first. The contract was rewritten, legal and insurance advice was sought, and a new procedure was put in place. Embezzled cash dating from late 2023 through early 2026 was then discovered. The report states that the Huntsville Police Department's Criminal Investigations Unit is investigating. The Board says the employee was fired, and that the scheme ran “almost entirely by handshake and cash deals that have no records." It also says the employee reported first to the headquarters facilities chair and later to the Executive Director, and that the Secretary-Treasurer had no management role over the employee.
What has been done since.
- An outside firm, Mauldin & Jenkins, began a full audit on June 1, 2026. Completion is expected in late fall, and the Board says the findings will be shared with members in full.
- Financial approvals that went through the Executive Director now go to the Chair of the Board, and Financial Review Committee members review monthly reports.
- Background checks were completed for all employees as of July 27, 2026.
- The Board said it would vote on a conflict-of-interest policy at its Fall 2026 meeting. On October 17, 2026, it voted the policy down, along with an amendment that would have extended the existing conflict-of-interest rule to the Secretary-Treasurer and executive staff. No reason was recorded.
The Board has declined to commission a separate forensic examination while the audit and police investigation are open, but says it will fund one if the audit recommends it.
Our concerns. An audit and a forensic examination answer different questions. An audit tests financial statements and current controls, largely by sampling. A forensic examination reconstructs how a specific loss happened and why controls didn't catch it. A scheme run through cash deals with no records is the kind of loss sampling is least suited to find.
There was also an earlier warning sign. The Secretary-Treasurer's September 30, 2023 financial report noted that venue-rental deposits were incorrect: about $30,000 in refunds had been paid to renters with no matching deposits recorded. That doesn't show the amount was part of the embezzlement. But it does show an anomaly in the same revenue category was flagged more than two years before discovery, and the records we reviewed show no follow-up.
What fixes this: Petition 3 · Deep Dive
Sources: Executive Director, "Executive Director's 1st Year – 2026 Convention Report" NSS Board of Governors, responses to members' letters, August 6 and September 13, 2026; "A Message from the NSS Board of Governors," NSS News 84(8): 4, August 2026; Secretary-Treasurer’s report, September 30, 2023 (notes to the financial statements); Board minutes, October 17, 2026 (draft)
12. What protects members' money?
Several safeguards are in place, and some have been strengthened recently, but important gaps remain.
The Society now manages far more money than it did a few years ago: about $14.8 million in total assets, including about $11.9 million in endowment and investment accounts, according to the Executive Director's spring 2026 report.
Safeguards in place:
- An outside audit by Mauldin & Jenkins, begun June 1, 2026, with results to be shared with members.
- Monthly access to the Society's bank accounts for Financial Review Committee members, adopted in 2024, and new monthly report reviews added in 2026.
- Financial approvals routed to the Chair of the Board while the Executive Director position is filled on an interim basis.
- The Ramp spending-control system, and background checks for all employees as of July 27, 2026.
- An Investment Review Department, approved in September 2026 to reconcile the investment accounts. Its charter and reporting line have not been published.
- A bonding requirement for people who handle significant funds.
- Funds held by the National Speleological Foundation, many of which come with limits on withdrawals (see FAQ 14).
Gaps:
- One person holds the three roles that are supposed to check each other on money (see FAQ 4).
- The Society has no written investment policy and no policy on how much of its reserves should stay directly accessible versus protected.
- In December 2025, the Board set up the Capital Expenses Fund as a Society-controlled investment account with a line of credit borrowed against it, rather than the protected Foundation fund it had approved in March 2025.
- The rules for 20 named funds were removed from the Manual without explanation (see FAQ 10).
- No forensic examination of how the embezzlement went undetected (see FAQ 11).
- The Board voted down a conflict-of-interest policy on October 17, 2026, and declined to extend the existing conflict-of-interest rule to the Secretary-Treasurer and executive staff.
None of this means money has been misused. It means members' money relies more on the people in charge than on rules that would work no matter who is in charge.
What fixes this: Petition 1 and Petition 3 · Deep Dive
Sources: Executive Director's 2026 annual report; NSS Board of Governors Manual, Acts 15-020 and 15-509; NSS Board of Governors, responses to members' letters, August 6 and September 13, 2026; "A Message from the NSS Board of Governors," NSS News 84(8): 4, August 2026; Board minutes, March 2025, December 2025, September 14, 2026, and October 17, 2026 (draft)
13. What are legacy gifts, and why do they matter?
Legacy gifts are large bequests left to the Society in members' and supporters' wills and trusts. Since 2021 they have transformed the Society's finances. Three are identifiable in the records:
- The Beach Living Trust: Court receipts document about $1.9 million paid to the Society between 2021 and 2026. In 2022 the Board treated the money as intended for education and directed the remainder into a restricted education fund.
- The Patera Trust: Very likely the source of a $2 million bequest recorded in October 2022, though the financial statement does not name the donor.
- The Roswell Jones bequest: Board records refer to it, but its amount and current status are not in the records available to members.
Why they matter. These gifts are the main reason the Society's investments grew from about $3.7 million in 2019 to more than $10 million by 2025. They raise three questions members cannot currently answer:
- Honoring donors' wishes. The records show about $1.9 million received from the Beach Trust and a reported balance of about $390,000. There may be a full accounting for the difference, since some money went to education facilities the Board approved, but no reconciliation has been shared with members.
- Recent decisions. On June 29, 2026, the Board rescinded a plan to use $190,000 of Beach funds for a museum. A week later it sent $200,000 of the fund to two other restricted funds, and one of them has no Act in the updated Manual defining it.
- Where legacy gifts should go. The Society has no written policy on how much of a large gift should stay directly accessible and how much should go to protected, long-term funds.
None of this shows the money was misused. But it does show that members can't trace it.
What fixes this: a future petition (see Our Goals) · Deep Dive
Sources: Beach Living Trust distribution receipts, 2021–2026; Secretary-Treasurer's reports, November 10, 2021 and February 23, 2022; Statement of Activity, October 24, 2022; Board minutes, March 2022, June 29, 2026 (draft), and July 6–10, 2026 (draft); Board agendas, June 2025 and March 2026; Form 990 filings, FY2019–FY2024
14. What's the difference between money held by the NSS and money held by the National Speleological Foundation (NSF)?
The difference is how easily the money can be spent. The NSF is a separate foundation that manages funds on the Society's behalf, with rules that make withdrawals slower and more deliberate. Money the Society holds directly can be spent under the Board's normal authority.
The Bylaws allow the Society to place gifts and other funds with the NSF, but they don't require it. Funds held by the NSF typically come with safeguards such as caps on yearly withdrawals, a two-thirds Board vote to reach the principal, and no loans against the fund. The Perpetuity Operational Fund, created in 2024, limits yearly withdrawals to 5.5 percent of the fund's value.
Over the past five years, as legacy gifts arrived, the Society built up a large pool of money it holds directly, alongside the funds at the NSF. By March 2025, the Society's Form 990 showed about $5.8 million in Society-held accounts at Truist and about $4.6 million at the NSF. The Society opened the Perpetuity Operational Fund with $100,000 in November 2024. In March 2025 the Board voted to add $2 million, but that transfer was never made. The Society has taken the maximum withdrawal in both 2025 and 2026, and the fund now holds $101,465. Its terms also let the Society borrow from the fund and move money to other funds with few restrictions.
Direct control has real advantages, such as quick access for repairs or emergencies. But it also removes the NSF's built-in brakes. For example, in March 2025 the Board approved a Capital Expenses Fund to be held at the NSF with those protections. In December 2025 it instead set up the fund as a Society-controlled account with a line of credit borrowed against it, citing the need for faster access.
The concern is not that the Society holds money directly. It's that there's no written policy deciding how much should be kept directly accessible and how much protected, or who makes that call.
What fixes this: a future petition (see Our Goals) · Deep Dive
Sources: NSS Bylaws, Article IV.B; Perpetuity Operational Fund agreement, 2024; Board minutes, March 2025 and December 2025; Form 990, FY2024 (fiscal year ending March 31, 2025); Board minutes, March 1, 2025 ($2 million allocation to the Perpetuity Operational Fund); NSF fund records for the Perpetuity Operational Fund, November 2026