September 7, 2003 - PCOL Exclusive: DC and FON RPCVs push for new NPCA Board of Directors
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September 7, 2003 - PCOL Exclusive: DC and FON RPCVs push for new NPCA Board of Directors
DC and FON RPCVs push for new NPCA Board of Directors
Karen Keefer, former President of the Washington DC RPCVs and former Director of the Friends of Nigeria (FON), answers a question about the proposal that she together with Ken Hill, NPCA Board member representing the Washington DC RPCV group, and Chic Dambach, former President of the NPCA, made at the August 2 President's Forum in Portland to "right size" the NPCA's Board of Directors.
At this year's NPCA Presidents Forum on August 2 in Portland, three well-known members of the Returned Volunteer community, Karen Keefer, Ken Hill, and Chic Dambach, proposed a change to the NPCA's bylaws to:
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.
There was vigorous discussion of the controversial proposal, especially the provision to elect all Board members "at large" and a concern that if members are voted for nationally, then they are not accountable to their Regions.
The President's Forum reconvened on August 3 and the Friends of Nigeria made a motion for acceptance of the bylaw change proposed by Karen Keefer. The motion was seconded by Lisa Martin, representing the Washington DC RPCVs. However, before the motion could be voted on, Dick Roderick made a motion for an amendment that would forward the board size change to the board, but stripped of the specific bylaw change content. This amendment removed the most controversial aspects of the proposed bylaw change, the "at large" election of Board Members and dissolution of the existing board, and left the motion as a recommendation for the NPCA board to simply study the issue of the size of its membership and its composition and issue their recommendations. The amendment passed by an overwhelming majority of 34 to 7.
Finally the vote was held to forward the amended motion to the board. Although many members of the President's Forum opposed even the watered down version of the bylaw change, the motion passed by a narrow margin of 23 to 19 and the recommendation for the Board to study its size and composition was passed on to the NPCA's Board of Directors for consideration. Read the story at:
DC and FON RPCVs push to "right size" NPCA Board of Directors*
* This link was active on the date it was posted. PCOL is not responsible for broken links which may have changed.
DC and FON RPCVs push to "right size" NPCA Board of Directors
There was a lot of discussion and controversy at the NPCA's Annual Meeting this year in Portland Oregon as three well known members of the Returned Volunteer Community presented a proposed change in the NPCA's bylaws for consideration at the President's Forum that would change the number of members of the NPCA's Board of Directors, change the way members are elected to the Board, and require new elections for the entire Board of Directors.
Lisa Martin, President of the Washington DC RPCVs, asked for the floor and introduced Karen Keefer and her proposal to change the governance structure of the NPCA.
Karen Keefer said that her proposal was to downsize the Board of Directors to make it more efficient but then corrected herself and said that what we need to do is to "right size" the board. Her bylaw change is as follows:
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.
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
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
Who submitted the Bylaw Change?
Karen Keefer, who presented the proposed bylaw change to the President's Forum, was a charter member and director of the first "Friends of Nigeria," one of the most active RPCV Country of Service groups. She coordinated the Peace Corps 20th Anniversary Conference as president of RPCV/Washington, DC at the time, and was a member of the Board of the National Council of Returned Peace Corps Volunteers (NCRPCV), which subsequently became the NPCA. Karen is the author of FON fans the Flames, an essay in the "Friends of Nigeria" newsletter that discusses how the Returned volunteer movement has been led primarily by Nigeria RPCVs.
Ken Hill served as a volunteer in Turkey in 1965 with the economic development of small villages. His most recent, and final, assignment was acting chief of staff of Peace Corps. During the transition of administrations, he was, effectively, the chief operating officer of the $265 million Peace Corps program of over 7000 volunteers in 73 countries. Between 1994 and 1998 he directed Peace Corps country programs in the Russian Far East, Bulgaria and Macedonia and from 1999 through 2000 he was chief of operations for all Peace Corps programs in Europe and Asia. He has been active in the Peace Corps Charter legislation and last year wrote several articles for "Peace Corps Online" assessing the strengths and weaknesses of the proposed "Peace Corps for the 21st Century" bill before Congress.
Chic Dambach served as a Peace Corps Volunteer in Colombia from 1967 to 1969. He was President and CEO of the National Peace Corps Association from 1992 through 1998. Currently, he is director of global programs and senior consultant for BoardSource, the nation's leading resource on nonprofit governance. He is also chair of the Coalition for American Leadership Abroad, an advocacy network of 45 international affairs organizations. He received the International Platform Association's Global Coalition Peace Award in 2001. He has also written for "Peace Corps Online" and was author of an op-ed piece published in PCOL last year discussing his concerns with John Coyne and Barbara Ferris's Peace Corps Fund and how the founders of the Peace Corps Fund seemed "determined to fracture the RPCV community."
Details of the Bylaw Change
The actual detailed changes proposed in the NPCA's bylaws are shown in this separate document. (Go about halfway down the page to see the proposed changes in red). Our analysis of the detailed changes are as follows:
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.
Discussion of the Bylaw Change
Karen Keefer said she was offering this proposed bylaw change to the board for their input. But she said that if necessary she would get 25 signatures to bring this proposal to the full membership. Mike Learned, who was presiding over the meetings as the acting President's Forum Coordinator, clarified that any member can propose bylaw change with 25 signatures. Karen's proposal is to "right size" the board; she is asking for a positive vote to bring this issue to the board for their consideration. She would expect feedback from the board by 2 months after their winter meeting. Then the question would then appear on the ballot for the general membership of the NPCA next April/May. Bylaw votes requires a 2/3 majority for passage.
Karen Keefer defended her proposal to "right size" the NPCA's Board of Directors and said that "I could have gone directly to the membership. I don't think you want me to do that." and said that if necessary she would get the 25 signatures to bypass the board and bring the proposal to the full membership.
After much discussion the meeting adjourned until the next day. Details of all the discussion that took place regarding the motion are available in the Draft Minutes from NPCA President's Forum in Portland, Oregon that the NPCA has made available to us as reference material for this story.
The next day, after more discussion, the Friends of Nigeria moved acceptance of the bylaw change proposed by Karen Keefer. The motion was seconded by Lisa Martin, Washington RPCVs. However, in an interesting parliamentary maneuver, before the motion could be voted on, Dick Roderick moved that the amendment for board size change be forwarded to the board, but stripped of the bylaw change content. This motion was seconded by Jim Schneider. Bob Bruckman moved to cease debate, and Dave Wessel seconded. The amendment removed the most controversial aspects of the proposed bylaw change and left the motion as a recommendation for the NPCA board to study the issue of the size of its membership and its composition. The amendment passed by an overwhelming majority of 34 to 7. The President's Forum returned to discussion of the amended motion.
Chuck Frankel spoke against the motion, stating that the proposal is a significant diversion, given the energy of the organization and the fact that we have a new president, finance issues, membership issues to be dealt with, and WorldView (the NPCA Magazine) in the process of evolution. "This is not the kind of issue that should take up our time now," he said.
He added that we need something significant that will galvanize the organization to greater success than ever before. This is not the kind of issue that should take up our time now. Chuck agreed there are times for this kind of review, but believes this is not the time. Carol Rogers, the newly elected President's Forum Coordinator, called for the vote. There was a request to restate the motion: the proposal calls for the NPCA board to study the issue of the size of its membership and its composition.
Finally a vote was held to forward the amended motion to the board. Although many members of the President's Forum opposed even the watered down version of the bylaw change, the motion passed by a narrow margin of 23 to 19 and the recommendation for the Board to study its size and composition was passed on to the NPCA's Board of Directors for consideration.
What happens next?
Many members of the NPCA may be unfamiliar with the roles of the President's Forum and of the Board of Directors so let us recap for a minute: The President's Forum is the group that represents each of the local and Country of Service RPCV groups that are affiliated with the NPCA. The purpose of the President's Forum is to facilitate communication and cooperation between RPCV groups, to facilitate communication from the RPCV groups to the Board of Directors of the NPCA and to provide advice to the Board of Directors, and to provide direction to the Board of the NPCA on issues concerning the RPCV groups. The Presidents' Forum provides advice to the Board of and may present written motions to the Board which must be considered at its next meeting. In other words, the President's Forum is a consultive body and has no power to make decisions that are binding on the NPCA or on the Board of Directors.
The real governance power in the NPCA is vested in the Board of Directors. The Board of Directors has responsibility and authority for the general management and control of all the property and affairs of the NPCA and exercises all the powers of the NPCA. The Board of Directors confirms the selection of the President of the NPCA and the President of the NPCA, although he or she has general charge of the affairs and property of the NPCA, is subject to the direction of the Board.
The vote by the President's Forum in favor of studying a bylaw change to change the size and composition of the Board of Directors was forwarded to the Board. The motion was not binding on the board but was only forwarded for their consideration.
The Board takes action on the Proposal
The Board met a few hours after the President's Forum and Carol Rogers brought the proposal for consideration. (The NPCA bylaws state that the elected President's Forum coordinator becomes a member of the Board of Directors.)
The Board discussed the proposal, the fact that it was passed by a very narrow margin, the fact that this is only a proposal and that the Board is under no obligation to accept the change, but that since it was voted on by the President's Forum and passed they need to give it serious consideration.
One of the submitters of the proposal, Ken Hill, is a member of the Board of Directors and he spoke in favor of the proposal. In the end, a vote was taken, and it was decided to refer the proposal to the Governance Committee who will study it and will come back with their recommendations at the next formal meeting of the Board of Directors in six months. Ken Hill and also Karen Keefer, who was present as a guest at the Board of Directors meeting, both pronounced themselves satisfied with this resolution.
Full Disclosure: Hugh Pickens, the Publisher of PCOL was a representative at the President's Forum representing the Maryland Returned Volunteers and the Friends of Bolivia and Peru and voted in favor of the amendment stripping the proposed bylaw change of the specific clauses that would have mandated how many members there would be in the new Board of Directors, that all Regional and Country of Service Directors be elected "at large," and that an entirely new Board of Directors be elected.
After voting for the amendment that removed what we considered the negative aspects of the proposed bylaw change, we then voted in favor of the amended proposal calling for the NPCA board to study the issue of the size of its membership and its composition. Had the amendment not been offered or had the amendment not passed, we would have opposed the motion because we believe that the specific clauses to elect Board members "at large" and for the election of an entirely new Board of Directors would be disruptive to the NPCA and could result in a Board of Directors that was unrepresentative of the RPCV community.
Our reasons for supporting the amended motion are twofold: First we do not want to see this matter taken to the General Membership before the Board of Directors has had a chance to study it and come up with their own ideas on how the Board can be made more efficient. Second, the governance structure of any organization has a big effect on how things get done and how effective an organization is in meeting its mission and goals so we think it is a good idea for any organization to periodically take a look at how it does business, especially one like the NPCA, with new leadership that is heading in a new direction.
But we also agree that the Board should not let this issue become a distraction to the exclusion of other issues now facing the organization. There are other more serious and pressing issues facing the NPCA including the financial shortfall, the fall in membership and the question of how to re-energize the NPCA that have much higher priority. Unless these are attended to first, there won't be an organization to argue bylaw changes about.
We look forward to seeing what the Board of Directors comes up with. The next steps should be interesting.
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