Based on my extensive history with USAT, including three terms as USAT President, I strongly urge a “no” vote on the Bylaw Petition. While I appreciate the revision efforts of Dan and Lew, and while there are certain elements of the proposal with which I agree and certain other ones which I think are worthy of further discussion and refinement, there are many components of these bylaws with which I disagree and which I believe will be very problematic and potentially detrimental to the future governance of USAT. Since this Petition doesn’t give us the option of accepting some proposed changes and rejecting others, I believe we must say “no” to the Petition and use Dan and Lew’s proposals as a starting point for a serious and thorough bylaw revision project within USAT.
While the events of the past several months have been very troubling, distasteful, and should not have happened, they were preceded by a long history of growth and overall good management by a dedicated, hard working staff and many committed, selfless volunteers providing excellent contributions to the board of directors and the various committees and regional federations, making USAT one of the more respected NGBs in the USOC family. We must be very careful not to overreact in protest and make it overly difficult, cumbersome, and expensive for USAT to be governed and operated.
For those of you unfamiliar with my background, I summarize it as follows: 1992 -1994, founding Chairperson of USAT Age Group Commission 1993, creator and founding Director of the Michigan Grand Prix Race Series, which is still going strong with Lew Kidder as the current Director. 1994-1997, creator and founding President of USAT Mideast Regional Federation. 1998-2001, member, USAT Board of Directors. 1998, USAT Treasurer. 1999-2001, President, USAT Board of Directors.Additionally, I was a primary architect of the Protocol for the selection of the 2004 Olympic Team, and currently serve on USAT’s Legal Committee. (I want to point out that the views expressed here are my individual views, not necessarily those of the USAT Legal Committee.) I am an attorney in private practice in Ann Arbor, Michigan.
Before itemizing the problems I see with these proposed bylaws, I again want to emphasize there are various sections with which I agree. By way of example and primary among them, is the creation of eight election districts, with one director elected from each district, as opposed to the current two directors from each of three regions and two at-large directors.
Turning to the problems I see with these proposed bylaws, they include the following: First, throughout the Petition, there are references to current bylaw provisions adopted with “No change” and others that are “Deleted”. However, none of those provisions are set forth in the Petition. While I am probably more familiar with the bylaws than most, it would take me a considerable amount of time and most likely consultation with others, to thoroughly evaluate whether when the proposed new provisions are integrated with the provisions being left unchanged and the ones being deleted, they all integrate into a document which does not leave us with significant gaps, ambiguities, inconsistencies or overlapping provisions. Article VII, Section 4.a.3. provides that directors shall serve one year terms. I see this as a major flaw in this proposal. There is a learning curve to being a director. New directors will hardly have their feet wet before they will need to start focusing on reelection. Directors will be susceptible to posturing their views and votes for reelection as opposed to what may be in the best interests of the federation. Running for the Board can involve a significant expenditure of both a candidate’s time and money. Going through this annually is problematic. For sitting directors several months of each year will potentially be devoted to campaigning, diverting the director’s attention from governance. This is not a good idea. Article VII, Section 6. While there is considerable flexibility allowed for the date of the first of the three regular yearly board meetings, the proposal mandates that the second meeting be in July and the third meeting be in October. This will not be workable. Scheduling board meetings is a tricky task. It involves the coordination of the busy schedules of eleven directors. It is particularly difficult to schedule the summer meeting. Occasionally it makes sense to schedule board meetings in conjunction with other events and in various locations other than Colorado Springs. That demands flexibility. In my tenure on the Board the summer meeting dates ranged from June to August. During my tenure there was never an October meeting and I have no recollection of there ever being one. The Fall meeting is where final approval is given to the budget and other important matters pertaining to the next fiscal year, and I believe the USAT staff would agree that October is simply not a workable date. Historically, this meeting has always been sometime in November or early December. Article XXI, Section 1.c. This requires that each year one issue of the Federation newsletter (Triathlon Times) be solely devoted to the annual election. Producing and mailing Triathlon Times to over 50,000 members is a costly proposition. While it makes sense to have the focus of the “election issue” be the election, it is imprudent to forbid USAT from communicating any other news to the membership in this issue. Article XXI, Section 2. This sets forth the election schedule for Board of Director elections in 2005 and beyond. With this schedule the candidates will be campaigning in the winter/off season between January 15 and March 1. This may just be my personal preference, but I believe we should encourage and facilitate the candidates’ personal interaction with their constituency. This can best be done at races. It is good for the candidates, particularly incumbents, to get out and personally meet with the members. A summer voting season encourages that. This schedule does not. Article XXI, Section 3. This calls for a Board of Directors election in 2004. It calls for an election to be going on right now, with ballots to be mailed to the membership July 1. Obviously, this provision was put in this proposal prior to the USOC ordering the current special election. Presumably, we can just pretend that this provision is not here. But, can it be demanded, that with certain time adjustments, we have a new Board election immediately after this one is concluded? Article XXI, Section 4. This provides that the bylaws can only be amended by a vote of the membership, removing the provision in the current bylaws which allows the Board of Directors to amend the bylaws by a 2/3 vote of the entire membership of the Board. I see this is as very serious flaw. Clearly, the membership should have the right to petition to amend the bylaws. The current bylaws give the membership that right. That is the process we’re going through right now. But, I view it as bad governance to totally take this power away from the an organization’s board of directors. We would all be hard pressed to find a significant organization or corporation whose bylaws do not give its board some authority to amend bylaws. Maybe there should be certain types of amendments which can only be made by the membership. That would be a good subject for discussion by a bylaw revision committee. However, to require every single bylaw change, no matter how small, to have to go through a process like this is not good governance. Article XXII, Section 1. This requires board meeting minutes to be “prepared, distributed, amended, and approved within 10 calendar days from the date of the meeting.” While getting minutes completed timely is often a frustrating task, and, accordingly, it may make sense to put some time requirements in the bylaws, this 10 day requirement is extraordinarily impractical, if not impossible. USAT board meetings are two, sometimes three, days in length. They generally extend from 16 to 20 hours. To expect quality minutes to be prepared within 10 days is a stretch, much less having them also carefully reviewed and amended by all eleven board members within that time. Requiring such a short time frame is likely to create more problems than it is intended to solve. Article XXII, Section 3. This places the same requirements on the minutes of committee meetings as Section 1 places on board minutes. I have the same general concerns here as noted above. Article XXII, Section 4. This deals with USAT’s website. It may make sense to have a section in our bylaws setting forth certain requirements with respect to the Federation’s website. It is certainly a good topic for thorough discussion by a bylaw revision committee. This provision requires USAT to create a “forum” section on its Website. That’s probably a good idea. However, it then requires USAT to hire a person “whose job it is to respond promptly and thoroughly” to the submissions on the forum. This is a costly, massively time consuming, bad idea. I doubt if Dan would want to be forced to “promptly and thoroughly” respond to every post on this forum, even though I expect he will respond to this one. Article XXII, Section 5. This deals with freedom of information. While I agree with the principle that the members should have access to USAT information, this provision is very broad and has the potential for creating almost impossible demands on USAT staff. This is just another example of an important topic, but one which needs more thorough discussion. This one particularly requires input from USAT staff.Some of these points may appear minor, and many of them individually might not be a sufficient basis for voting “no” on this Petition. But, collectively these flaws call for a “no” vote followed by further work on the important task of bylaw revision.