The Bylaws Review Task Force is eager to receive comments about the first draft of the revised bylaws. Please also see the Q/A below for information about the work of the task force and next steps to be taken as the organization moves forward to address changes in its governance.
The Bylaws Review Task Force has posted a revised Q&A about the bylaws review process, as well as a draft version of the new Bylaws, thus far (note: there are still large chunks which are still being written and not yet present) to the US Fencing website.
This represents an extensive reworking of our structure. As a part of this process, which has been on-going for slightly over a year now, the BRTF has been actively discussing the issues with a large variety of people involved in US Fencing, including conducting a series of five or six in-person open forums at Summer Nationals in July.
The Task Force would very much like to receive significant input from the membership throughout this process. While I know at least a couple of members of the Task Force lurk on FNet and will undoubtedly track any conversation here, at least some certainly do not. Comments to the group email address (bylaws@usfencing.org) will get to all members of the group.
-B
(note: not a member of the BRTF)
"Oh but you can't expect to wield supreme executive power just because some watery tart threw a sword at you!"
I had a couple of things that I was unsure about, or didn't make sense to me, both overall substantively, and a few technical matters.
From a general, subsantative view:
Purposes
Was the truncation of the “Purposes” section done with the intent to make substantive changes in the focus of the USFA, or was it more a housekeeping matter to get rid of archaic/redundant ones?
A few of the omitted ones (e.g. promulgation of rules, amateur status) seem to still apply—and the changes to the nature of the provision of competitions might be seen as subantative. Was it intended to be?
Independent Directors
I’m not getting the qualifications for the position of Independent Director. Is there any particular qualifications for the position, or just the absence of the relationships set out in the bylaws? Also, why is a family member of a USFA member excluded, but an actual USFA member isn’t? Is the intent of Art. VII, Sec. 2(c)(ii)(1) really to disqualify all family members of USFA members—or only those who have a family member who falls within subsections (2) or (3).
Removal of Officers/Directors
What is the point of requiring cause, and having such an involved process for the removal of a director or officer? Why not just require 2/3 (or 3/4) of all directors (since votes are authorized by mail/email) to remove officers or board-appointed directors? The supermajority requirement seems to guard against abuse—but ISTM that if 2/3 (or 3/4) of the board thinks you should go—it’s probably a good idea to get new blood in. The cause requirement seems to invite litigation.
Similarly, for member-elected directors, why put in place a procedure for either/both the board calling a membership meeting to remove the director, and/or a % signature requirement.
TECHNICAL COMMENTS/QUESTIONS
Article VI – Officers
It’s unclear to me if the Secretary(ies) (and also any other “appointed positions” under Sec. 1) would constitute an “officer.” The issue seems to be that “officers” are required to be members, while the Secretary, in particular, is specifically not so required. (Also, why shouldn’t the Secretary be required to be a member?)
Article VII - Board of Directors
Sec. 2(b) – Unless I missed it, there doesn’t seem to be a procedure spelled out for electing the Athlete Directors (and it’s unclear if they can self-nominate under Sec. 4(b)).
Sec. 2(d) -- should probably say "who are elected at the Annual Membership Meeting" to be consistent with the other member-elected director (though it's made clear later).
Sec. 5(b) and (d) – Shouldn’t there be 4 votes for at large directors, and 4 at large directors elected?
Sec. 6(b) –The bylaws call for the removal of non-officer directors upon a vote of the Board (including membership-elected directors).
As I read Sec. 7-128-108 of the Colo. Non-Profit law, only the body which elected the director may remove it.
Section 19 – Just from a technical/phrasing standpoint—it seems “Committees of the Board” may only have director members under Sec. 7-128-206(1), but subsection (6) allows “committees, advisory boards, auxiliaries, or other bodies of any kind” with non-director members.
Independent Directors
I’m not getting the qualifications for the position of Independent Director. Is there any particular qualifications for the position, or just the absence of the relationships set out in the bylaws? Also, why is a family member of a USFA member excluded, but an actual USFA member isn’t? Is the intent of Art. VII, Sec. 2(c)(ii)(1) really to disqualify all family members of USFA members—or only those who have a family member who falls within subsections (2) or (3).
For Independent Directors, why does the proposed bylaw only disqualify those affiliated or associated with the USFA? That doesn't look to follow the spirit or letter of the following:
Originally Posted by 36 U.S.C. §220504. Membership
(b) REQUIRED PROVISIONS FOR REPRESENTATION.—In its constitution and bylaws, the corporation shall establish and maintain provisions with respect to its governance and the conduct of its affairs for reasonable representation of—
(4) individuals not affiliated or associated with any amateur sports organization who, in the corporation's judgment, represent the interests of the American public in the activities of the corporation.
Correct me if I'm wrong, but I was under the impression that the main stimulus for changing the bylaws was to satisfy the USOC after they got involved during our Olympic issues in 2008.
You are pretty incorrect on that. Everyone I've talked to about improving the bylaws has been focused on making the USFA more responsive and effective, not anything to do with the USOC.
You are pretty incorrect on that. Everyone I've talked to about improving the bylaws has been focused on making the USFA more responsive and effective, not anything to do with the USOC.
Have you read what the USOC said about the USFA having to restructure its Board to be in compliance? I believe the USOC had a number of strong suggestions in this area, which required a change in our bylaws.
I believe that the USOC's opinions have been taken under consideration, but I also note that when the matter last came up the Board voted to allocate funding if necessary to fight them over it.
1) Article V, 3-4. I rather like the idea of a USFA membership running for 1 calendar year from when it is signed up for, rather than having a fixed start and end date. Currently it is impractical with our membership setup and traditions. I don't suppose there's a way to provide for that in the future without another bylaw amendment.
2) Article VII - I am strongly opposed to the idea of having set aside categories for different members of the board of directors. The idea that parents of a particular age group, elite coaches, staff members and clubs need an individual to represent them I think misses the point of the Board of Directors. They all need to be focused on the good of the organization as a whole, and I am confident that all these groups will be appropriately represented already under the at-large system. These same groups are already the people who are involved. There is no need to set aside certain spots for each category.
I presume the method of how the President and Treasurer are selected will remain unchanged.
Article IV section 4; So the USFA regards discrimination on the basis of sexuality as acceptable? (there's another omission I'll leave to the chair fencers.)
Article VI
Section 1b; I assume this is to prevent a challenge as per the last election? As I recall one of the criticisms of Dr Hurley was that she had not sat on such committees.
Section 1c; What on earth does "competence in financial control and management" mean? The ability to balance a checkbook perhaps. If you want an accountant say you want an accountant.
Article VII.
At 15 the BoD still seems large.
As stated by others the breakdown by group seems less than ideal.
Section 8 see first observation.
Section 9 The Quorum requirement should perhaps include at least one of the athlete directors (there are three) and also one of the independent directors be present.
Section 19.
Is it really a necessary requirement that all committee members be USFA members?
There is no requirement for the BoD to respond to committee reports, or vote on recommendations, if made.
Having served on our division's by-laws committee I understand how complicated this wording gets. I wonder why the Secretary is not necessarily a member of USFA. I like the idea of directors representing constituents of the different areas of fencing with which I am not familiar, and I like (at least I think I do) the idea of a parental voice on the board.
I also approve of the staggered terms of office for the board- that way, there is a feeling of continuety in the work to be done. I like the idea of directors not voting by proxy.
I look forward to reading what the committee comes up with in regards to the divisions!
I imagine the Secretary is not mentioned as an office because the plan is at some point to assign the duties to a professional staff member when circumstances warrant.
My major concern with the bylaw revisions come from Article IV, Section 2, which removes the explicit right of members to compete in USFA competitions, subject to BoD regulations regarding class and category.
In the context of that fan favorite, Stay and Play, this revision would permit the Board of Directors to create a regulation that would require fencers to, for example, stay in venue hotels (e.g., Stay and Play), or jump through such other hoops as the board determines appropriate from time to time. After all, such a regulation would no longer run afoul of the explicit right to compete.
I don't believe that they should have this much unbridled power.
Instead, the section should state, in relevant part, that:
All individual, competitive members in good standing, except Associate Members, shall be entitled to participate in any competition held under the auspices of the USFA, subject to the limitations of these Bylaws and to such regulations and limitations as the Board of Directors may from time to time lay down with respect to particular categories or classes of members or competitions.
This would preserve the absolute right to fence and would preclude the board from foisting artificial restrictions (such as stay and play) upon the membership.
2) Article VII - I am strongly opposed to the idea of having set aside categories for different members of the board of directors. The idea that parents of a particular age group, elite coaches, staff members and clubs need an individual to represent them I think misses the point of the Board of Directors. They all need to be focused on the good of the organization as a whole, and I am confident that all these groups will be appropriately represented already under the at-large system. These same groups are already the people who are involved. There is no need to set aside certain spots for each category.
I would like to also state my opposition to this system. I think it is a system that will encourage "identity politics" within the USFA, and will have the BOD deteriorate into competing factions, the end result of which would be more power to the professional staff regarding direction and development. While I think it is important for different voices to be heard, the place for this kind of representation is in committees, not on the BOD. The members of BOD are supposed to represent all of us and make determinations about what is best for the organization >>>AS A WHOLE<<<, not the specific faction they are supposed to represent. I would say that the Nominating Committee might be a good place to have some of those kinds of representations, as would the Tournament Committee, the Elections Committee, and other "standing and semi-permanent" committees within the organization.
That's it, I'm done with the discussion forums on F.net. It's had its uses, but the ideologues, ranters, and "experts" have drowned too many of the conversations. I'm changing my password to something random and never logging in again.
My major concern with the bylaw revisions come from Article IV, Section 2, which removes the explicit right of members to compete in USFA competitions, subject to BoD regulations regarding class and category.
In the context of that fan favorite, Stay and Play, this revision would permit the Board of Directors to create a regulation that would require fencers to, for example, stay in venue hotels (e.g., Stay and Play), or jump through such other hoops as the board determines appropriate from time to time. After all, such a regulation would no longer run afoul of the explicit right to compete.
I don't believe that they should have this much unbridled power.
Instead, the section should state, in relevant part, that:
All individual, competitive members in good standing, except Associate Members, shall be entitled to participate in any competition held under the auspices of the USFA, subject to the limitations of these Bylaws and to such regulations and limitations as the Board of Directors may from time to time lay down with respect to particular categories or classes of members or competitions.
This would preserve the absolute right to fence and would preclude the board from foisting artificial restrictions (such as stay and play) upon the membership.
Respectfully,
Gary Zeiss
Agreed, and not just because of stay and play. I might phrase it differently, but overall I agree with your basic premise - if you've qualified to compete, then you should be able to, presuming you meet the entry deadlines and pay the applicable entry fee.
That's it, I'm done with the discussion forums on F.net. It's had its uses, but the ideologues, ranters, and "experts" have drowned too many of the conversations. I'm changing my password to something random and never logging in again.
All individual, competitive members in good standing, except Associate Members, shall be entitled to participate in any competition held under the auspices of the USFA, subject to the limitations of these Bylaws and to such regulations and limitations as the Board of Directors may from time to time lay down with respect to particular categories or classes of members or competitions.
I absolutely agree. (hear, hear! and all that stuff)
Originally Posted by Bylaws Review Task Force
