The NPCA Report on Improving Governance As requested by the Presidents' Forum last summer in Portland OR, the NPCA Board has studied ways to improve its performance. The report of this effort is now available and will be discussed in Chicago, August 5-8. The proposals, if approved, would reduce the Board's size and change its composition, via an amendment to NPCA Bylaws to be placed before the NPCA membership in the fall. Read the executive summary and the supporting material including NPCA's Challenges Today and Tomorrow, what RCPVs say about the changes and then leave your own comments. |
By Admin1 (admin) on Monday, September 08, 2003 - 12:04 pm: Edit Post |
DC and FON RPCVs push for new NPCA Board of Directors
1. Reduce the size of the NPCA's Board of Directors from its present size of 25 to 30 members to 18 members,Karen Keefer said that she could have gone directly to the NPCA membership with her proposal and added that if the vote on her proposal was no, then she would go forward to the general membership. (Any NPCA member can propose bylaw changes with 25 signatures.)
2. Change the way that members are elected to the board so that all members of the NPCA Board of Directors would be elected "at large" by the entire NPCA membership rather than by US Geographic areas for local groups and World Geographic areas for Country of Service Groups and,
3. Dissolve the present board and require a new election for the entire membership of the NPCA Board of Directors.
Proposed By-Law Change-Board Size and Composition
The purpose of this change is to increase the NPCA Board's effectiveness by right-sizing membership to 12 to 18 Directors from the 25 to 30 serving in the current structure.
Rationale
As stated in the BoardSource's Governance Series #3, "Structures and Practices of Nonprofit Boards" by Charles F. Dambach:
The composition, size, and structure for nonprofit boards are changing. Historically boards have been fairly large with traditional officer positions, several standing committees, and substantial responsibility delegated to an executive committee. The trend is toward leaner and more productive boards (average size is about 17), and more active engagement is expected from all board members.
NPCA has matured to a point that streamlining Board Directorships will enable it to:
1. Generate the most highly qualified candidates to compete for Board membership
2. Identify its strengths and weaknesses to better appoint Directors with skills and abilities that will enhance those of the elected Directors
3. Govern better by focusing on priority issues and contributing more fully to policy discussions
4. Reduce the length of meeting time by decreasing the numbers of those that need to speak to each issue
5. More productively utilize Committees and Task Forces composed of the general membership who wish to serve in a meaningful way and who can enhance their visibility in competing for future Directorships
Summary
In its first 20 years, NPCA benefited from a large Board of Directors who have served in a voluntary capacity, as we sorted out what, where, when, how, and why we should and could be. Now that we have "come of age", it is time to streamline the Board to a size it can become more effective.
Attached is a set of the NPCA Bylaws with the proposed changes to Article IV highlighted in red.
Submitted by: Karen Keefer, Ken Hill, and Chic Dambach
1. The existing bylaws say the NPCA Board of Directors shall consist of between 25 and 30 members. Under the proposed bylaw change, the number would be reduced to 18.
2. Under the existing bylaws, there are Directorships reserved for each of the US regions and for each of the Peace Corps' World Regions (Country of Service Groups) and these Directors are elected by members either living in the US regions for members of Local Groups or, in the case of World Regions, by RPCVs and staff who served in that region. Under the proposed bylaw change, these same US regions and World region Directorships would continue to exist, but instead of being elected by members who live or have served in the regions, all Directorships would be elected "at large" by the entire NPCA General Membership. In other words, every NPCA member would vote for every Director, even those who lived in a different US Region or World Region. This part of the proposed bylaw change was the most controversial, because of the concern that large and well organized Local Groups and Country of Service Groups would be able to elect their candidates to control the NPCA Board of Directors and that members of smaller Local and Country of Service Groups would be unrepresented.
3. The third major clause of the proposed bylaw change was that "Once the Nominating Committee has completed its work and a complete set of new Members have been elected, the former Board-which may include Members previously serving as Directors-shall dissolve itself, and immediately become reconstituted by the newly elected Board." In other words, if this bylaw were passed, an entirely new Board of Directors would be elected at once.
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