When there is an example to study it is easier to learn. This case study is facilitated by a focus on one letter an association director sent to members of a subordinate unit. There is also a significant history with comments from many quarters and a fairly solid communications archive related to the topic. Several years ago, there were virulent discussions on public independent forums related to this case. Several organization presidents have expressed concerns and others have presented concerns in presentations. Fundamentals of governance and management are at issue and the topics include scope of authority of directors, due diligence, due process, response to suggestion and criticism, the personal versus organizational responsibilities, measurements and feedback mechanisms, tax exemption maintenance, and competence in association management and governance.
Wally Byam Caravan Club, International (WBCCI) Governance, a case study.
WBCCI is chartered in Ohio as a nonprofit association promoting the Airstream RV owners experience. The Sierra Nevada Unit (SNU) is an informal organization serving the WBCCI as a local chapter in Northwest Nevada and participating in the WBCCI group tax exempt status as a WBCCI chartered subunit. The SNU, with professional assistance, attempted to provide suggestions for improvement in WBCCI governance by example. The SNU prospered but the reaction of the WBCCI to the SNU only underlined WBCCI problems.
Background: In the 90’s, the SNU was aging out. The active participants were becoming limited by age and there were few replacements. The WBCCI Bylaws VIII.5 assert that its Trustees are to provide consultation, advice and assistance but that was limited to dissolution of the unit. Those ‘few replacements’ in the SNU decided to apply modern association management practice and principle to rebuild the organization and illustrate what proper and competent consultation, advice and assistance could do to re-invigorate an ailing organization.
A part of this process to bring the SNU back to health was in communications that affirmed its coherent identity, sold the quality of the organization, and trained and educated members to facilitate their involvement and participation in proper leadership. This was done via the SNU operational notes and the description of the SNU Development. The Bylaws were updated to comply with modern commonly accepted good practice and the issues, considerations, resources, and requirements in revising the bylaws were also described to understand the process. This communications effort was undertaken to illustrate something that was missing in the WBCCI.
The WBCCI governance documents and the IRS prompted guidance for subunits did exist (cf the WBCCI Blue Book) but was a mess. One WBCCI Board member visited an SNU rally to present his ideas for revision but those ideas were rejected by the WBCCI. The opinion of the SNU was that the ideas for improvement did not address the fundamental issues present in the WBCCI governance documents. The SNU offered suggestions to fix that mess by example in its own documents and including a discussion of needs, requirements, and issues with its examples to explain what was needed and why and where additional information could be found (cf understand the process).
This case was prompted by a May 2016 letter from Smithson to SNU President regarding a motion to revoke charter and a cover letter by Smithson to SNU members. This was an interesting approach to matters normally delegated to a standing committee and the motion contained a number of suspicious allegations offered without any substance. The peculiarities in the mailing to the SNU members provide concrete example for discussion of a number of important issues in association management and governance which is what prompted this case study. There is also background in Mr. Smithson’s communications included in a draft 2012 Bylaws Review on the SNU website.
The WBCCI IBT (International Board of Trustees, its corporate directors) delegates authority over governance documents to its standing committee for Constitution and Bylaws (CBL WBCCI Constitution IX.4). It does not delegate such authority to an individual. The process for handling subunit charters is described in the WBCCI Constitution Article XI with provisions for due process, fixed requirements, and communications protocols. These are discussed more fully on the Fundamental Principles page.
The SNU has prepared information for its members on its website. There are links there to the mailing sent by WBCCI to each SNU member and background information and communications to demonstrate the actions taken over the last ten years. The information there addresses the allegations made in the proposed IBT motion to revoke the SNU Charter.
This case study also takes a look at the WBCCI Behavior Standards. These are particularly of interest due to the purposes and goals of the organization and the comparison and contrast provided in communications between the SNU and IBT members.
A core issue is that of the tax exempt status of the WBCCI and the SNU and the group letter of exemption requirements in annual IRS reporting. While the SNU Bylaws did not specifically address this issue, its efforts to improve the governance documents did also suggest improvements in compliance with IRS regulations and simplify the WBCCI management of compliance. This is discussed on the tax exemption issues page.
The role of the Trustee is a key issue in this case. A Trustee is a representative of the members whose job is to supervise the Board to assure it operates in accord with its Constitution and Bylaws. In this case, it appears the Trustees are acting as agents of the Board whose job is to supervise members.
There has been a significant cultural upheaval in recent years that has significantly impacted social organizations such as the WBCCI. Communications and wealth have both increased in such a way as to lower barriers in organizing and participating in RV activities that were, in the past, a primary reason for belonging to a club like the WBCCI. This is a part of this case study because it changes the value proposition between the WBCCI and the SNU that needs exploration.
The stimulus for this case study was presented to the SNU members in May as preparation for an IBT meeting in June. That does not leave much time to address all of the issues raised properly. As such, this special edition of the Dear Association Leader bulletin should be considered a draft that highlights some of the more obvious areas of concern and provides links to some of the pertinent material available. Additional material may be added and updates provided over time.
Note: The Leipper Management Group is no longer active due to the passing of time, the increasing regulatory and legal burdens, and the manner by which cultural and technological changes influenced the nonprofit associations. This is a special edition of the monthly bulletin produced when the Group was active. It was prepared by the principals of Leipper Management now retired. Comments and suggestions related to this bulletin should be addressed to hq (at) leipper.org
2016 Leipper Management Group. All rights reserved Please
address comments or questions to email@example.com
supporting and using open software