Several arguments have been raised against the proposed changes in the GPC bylaws. Here I summarize them and give responses.
The first three arguments are against raising the number of directors.
Argument #1. More than 5 directors is too unwieldy. It would take too long, or otherwise be too difficult, for a Board of size 7 or 9 people to arrive at decisions.
Response.
Two points:
(a).
Most GPC decisions are made at monthly business meetings
where attendance is typically 12 to 16 people.
Yet decisions are arrived at readily enough.
Given this, a smaller GPC Board (size 7 to 9) composed of a subset
of the typical meeting membership will not be hindered by size.
(b).
Comparisons have been made to boards of groups other than GPC.
But doing so is inconclusive.
Some boards of size 9 are able to arrive at decisions readily
(I have served on one such);
some are not, even with size less than 9 (I have also served on one such).
It depends on the specific group in question and its history.
The best comparison of GPC is to itself, as done in point (a).
Argument #2. Not enough people are qualified and willing to serve.
Response. Not an issue. Without naming names, I can think of at least four people not presently on the Board who would be qualified under the proposal and are willing to serve. This excludes one or two who are qualified but have told me they are not interested in serving. The argument might be made that the number could wane in future years. But each person I can think of has shown multi-year commitment to the club. For the near-decade I have been involved with GPC, there have always been enough people who cared about it to run it properly.
Argument #3. Outside interests may be able to hijack the Board. The argument goes like this. An outside group, for nefarious reasons of its own, could pack the elections meeting, run its own candidates for Director-at-Large positions, vote them in, and thereby gain a majority on the Board. They could then use the power of the Board to divert significant portions of the over $12,000 we net each year from the Century to their own purposes. Something similar happened to another local recreational (though not bicycle) club, so this is not as farfetched as it sounds.
Response.
Our bylaws already contain several protections against this,
and under the proposed changes will contain even more:
(a).
Our election meetings are reasonably well-attended:
Always a dozen people or more.
To pack an election meeting and win the vote,
an outside group would have to bring
in at least another dozen people —
all of whom would, by our bylaws,
be required to join GPC and pay membership dues in order to cast a vote.
If outside interests passed this barrier and successfully packed an election,
it would raise a huge red flag of wariness.
(b).
Already, any expense over $100 must be approved by a vote of the membership,
except for emergency expenses,
recurring expenses previously approved, and bona fide Century expenses.
Admittedly, the outside forces might be able to exploit the "emergency expense"
clause if club membership ignored the red flag noted in (a).
(c).
Already, Board members are subject to removal by vote of the membership
(Article VII, Section 3a),
so the effect of a surprise attack hijacking the Board
could be undone at the next business meeting.
(d).
Under the proposed changes, the scenario could not happen
because none of the outside candidates would pass the
qualifications to be Directors (Article VII Section 4 in the proposal).
The current draft wording deliberately allows some wiggle room here,
but if this is a concern
we can revise the draft to eliminate the wiggle room.
The remaining arguments are against the qualifications on directors — Article VII Section 4 in the proposal.
Argument #4. Qualifications should not be imposed on directors. Members who do not help run the club or generate its revenue might nonetheless wish to sit on the Board, in order to exert authority over how to run the club and spend its revenue. Qualifications on directors such as those proposed would prevent them from doing so.
Response. Precisely! That's the very reason for the proposal. Those who want authority to make decisions about the club should also take responsibility for running it. Without volunteer efforts, GPC is nothing. Those who put forth the greatest volunteer effort best understand the issues facing GPC. They have demonstrated where their interests lie by deeds not words, and they have the most contact with the greatest number of other members. Conversely, when those who do the work are directed by those who do not, it leads to bad decisions and resentment.
GPC relies on three general categories of volunteerism: administrative work done by club officers (such as membership, webmaster, etc.); the Century; and ride leading. These are exactly the three categories recognized by the draft qualifications.
Argument #4a. Another way of phrasing argument #4 is that the Board should not be limited to so-called insiders.
Response. Plenty of volunteer work is available, in all three categories. Anyone can offer to do it and thereby meet the qualifications and gain `insider' status.
Observation. Arguments #3 and #4/4a are somewhat opposed to each other. #3 says that outside interests should not be allowed on the Board, whereas #4/4a says the Board should not be limited to so-called insiders. The question: Should there be less wiggle room in the proposed qualifications (to bend in the direction of #3) or more wiggle room (to bend in the direction of #4)? The present draft language is my version of a middle ground between the two concerns.
Argument #5. Outside directors can bring valuable outside perspective. Business corporations often have outside directors for that reason.
Response.
Several points:
(a).
GPC is a representative democracy —
our directors are our elected representatives.
To be a good representative,
one must understand the club dynamic,
have experience with a broad variety of our members and activities,
and (ideally) be familiar with
the background and history of any problems which may need to be resolved.
Therefore, active members make the best representatives.
Outsiders and inactive members don't make good representatives,
because they don't have the information needed.
It would take extra time to bring them up to speed on most every issue
and they still won't have as much insight.
(b).
GPC is a `mutual benefit corporation',
not a business corporation.
This means that we exist for the mutual benefit of our members.
As one member phrased it, we are a social club.
Most business corporations are command hierarchies,
not representative democracies like GPC.
Hence they need other ways such as outside directors
(also called independent directors or non-employee directors)
to impose independent checks on management and
watch out for the interests of shareholders.
None of this applies to GPC.
(c).
GPC has no shortage of perspectives within its own membership.
This is evident at every monthly business meeting,
every century planning meeting,
and every maillist discussion thread.
As with most volunteer organizations,
we have no lack of ideas
but rather a lack of volunteer hours to put all the ideas into action.
Outside perspectives can always be brought in
when yet more perspectives are desired.
But to do so it is not necessary to grant them a vote on the Board of Directors.
The following column appeared in the Wheel Truth, October 2007, page 2.
Melarie has touched on this in the meeting minutes, but here it is from the horse's mouth. I plan to propose some changes in the bylaws, to fine-tune things regarding the Board of Directors.
Background. For people who don't follow the inner workings of the club, here is background information. Most GPC decisions which involve policy or money (excepting the Century, which is a separate story) are made at our regular monthly business meetings. Some decisions, however, must be made between the monthly meetings — because timing so dictates, or because there is limited space on the meeting agenda, or for other reasons. Such decisions are made by the Board of Directors, or in some cases by the President alone. In the latter case, s/he generally consults the Board.
Most of the time, this system works quite well. But I have watched it carefully ever since 2001 — when we reincarnated the bylaws and with it the present Board system — and I believe it can be improved.
Proposals. I have three general proposals.
First, increase the Board from its current 5 members to 7, or 9, or maybe more. Increasing the size would have several benefits: More different points of view would be heard. More representative of the club as a whole. More continuity from year to year — under the present system, well-qualified people step down each year. And less likely that a majority of board members would simultaneously be out of town or otherwise inaccessible — I have been bitten by that one in the past.
Second, make explicit the qualifications for Board members, as follows.
(A). Reasonably-regular attendance at monthly meetings. You cannot discuss
club business intelligently if you don't attend the business meetings. We might
need to define what "reasonably regular" means, or we might leave it vague.
(B). Board members should be actively involved running the club in some way.
Specifically, they should hold a significant club office, or serve as one of
the major century coordinators/captains, or be an active ride leader (8 or more
rides per year). Better still, more than one of these qualifications.
Third, meetings. Our current bylaws strongly imply that we hold separate meetings for members and for directors. But our actual practice, even though we never explicitly said so, is that our regular monthly business meetings — which are open to all members — also serve as our regular board meetings. This practice works well — so well that I don't propose to change it one bit. Rather, I propose to change the bylaws to make clear what we really do.
(We now interrupt this speech with a message. The bike-word of the month is "suspension seatpost". Mention this the next time you see me on a ride and it's good for one free pull, or push, or minor adjustment, as you prefer. Now back to the speech.)
Where are we on this? Instead of dedicating one entire meeting to this, it's better to spread it out over several meetings so we have time to reflect. I floated the above ideas at the September meeting and, prior to that, via email to about a dozen of the most-involved GPC'ists. I've received feedback from some individuals and hope to receive more. We'll have a group discussion at the October meeting and only after that formulate a more specific proposal which can be voted on.
Do you have questions or comments? If so, let me know, and/or come to the meeting.
— Mark Abrahams, President
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