Wally Byam Caravan Club, International (WBCCI) Governance, a case study -
Fundamental issues

Dear Association Leader

The motion to withdraw the WBCCI Charter with the SNU touches many fundamental governance and management issues. For instance, a constitution and bylaws are limiting documents for the organization and its agents and not enabling documents. They define the limits and scope of what the organization can do. Due process is another issue and the ethics of interference in organizational deliberations is another.

The comparison and contrast that highlights these principles is between Article XI of the WBCCI Constitution which prescribes how to handle unit charters and the motion made by a WBCCI Board member that was sent to all SNU members. A useful analogy is a traffic ticket. When a cop gives you a ticket for obstructing traffic in your RV, the citation will include a description of the infraction and cite the statute that is being violated. You are provided the opportunity to show up in court and make your case. You have the wording of the statute you are accused of violating and specific evidence from the cop plus any other pertinent evidence you might find to examine in making your case. If the system is working the way it is supposed to, a judgment is made about your guilt using established procedures to assure a fair hearing from both sides about the statute and the evidence.

A similar process is described in the WBCCI Constitution Article XI. The WBCCI International Board of Trustees (IBT) is to fix the requirements Units are to meet. This is the analog of a written and properly adopted statute. Units are notified about problems observed using a specified and fixed requirement as a reference. There is supposed to be the equivalent of a hearing where the Unit can show that it is meeting the requirement or making changes to do so. This is what due process is all about but it does not reflect the complaint about the SNU as illustrated by the motion to revoke the WBCCI charter for the SNU.

Article XI also specifies that notice is to be sent to unit officers rather than to each member. This is a matter of ethics in association governance. The unit is a separate and independent entity of its own members. A charter with the WBCCI is an agreement by the unit to adhere to certain requirements agreed upon by both the WBCCI and the unit. This means that a unit’s bylaws, while they must meet certain requirements, are an internal matter of the unit. It is improper and unethical for nonmembers to participate or lobby in a unit’s bylaws considerations. The difference between what Article XI specifies and what was done with the motion approach shows a lack of respect for the unit as its own entity and improper meddling in the internal considerations of unit business.

A look at WBCCI governance documents

Supervision was mentioned in the cover letter for proposed motion at the heart of this case study. The fundamental issues involved include the idea that a Board member is elected as a representative of the members and not as a boss. The members expect their representative to supervise the organization’s governance, not to supervise them. It is the association Board which has authority to supervise as necessary to accomplish the goals of the association, not an individual. This is seen in the WBCCI Constitution Article V which says the powers of the International Club shall be “To charter and supervise Regions, Units and other subordinate groups of recreational vehicle owners so chartered. (6/30/95).” This is a power of the Club and not of its agents or officers.

Powers may be delegated and this delegation is specific and limited. For example, IX. 4. says “The Board of Trustees shall have full authority to construe and interpret the Club's Constitution and Bylaws and Policy and may delegate this authority to its Constitution and Bylaws Committee.” Notice that this delegation is to a committee and not an individual and even then the powers and the process to exercise them are carefully defined as in Article XI Organization:

Sec. 4 The minimum number of members necessary to obtain or retain a charter, shall be ten (10). All rules, regulations and qualifications for a Unit Charter shall be fixed and determined by the Board of Trustees, and upon granting a Unit Charter, assign such Unit a name. All Units shall hold not less than two (2) assembled rallies each year at which members attend with their recreational vehicles manufactured by Airstream, Inc. (6/30/05)
Sec. 5 The Board of Trustees may suspend or revoke the Charter of any Unit for failure to abide by the Constitution, Bylaws or Policy of the International Club. Before any Unit Charter may be suspended, or revoked, the Board of Trustees shall notify the officers of such Unit, in writing of the violation on which the contemplated action is based. It shall provide an opportunity for a hearing including the opportunity to show willingness to cure and correct circumstances surrounding the alleged violation. (6/21/86)

There are other ‘fixed requirements’ to be considered such as in Bylaws Article VI Club Organization and in Bylaws VII.1: “In the case of a unit that is unable to obtain officers as required by the unit Constitution and/or Byl.aws, or is unable to enlist ten members in order to retain the unit charter as required by Article XI Section 3 of the International Constitution, such unit may merge with another unit, consolidate with one or more units, or the unit may dissolve. In all cases units shall comply with the requirements as listed hereunder. (1/19/07)” There are also requirements listed in Policies such as in certain sections of the suggested governance documents. The SNU prepared a list (cf The Charge and Structure Considerations) to help manage requirements compliance.

The complexity of this hodgepodge of requirements is perhaps why the WBCCI Bylaws VIII. 3 says: “There shall be a preparatory seminar before each of the three Board of Trustees meetings. (1/20/90)” This is related to a presumption of competence as indicated in the Bylaws VIII.5: “Bylaws Region Presidents or any officer designated by them shall visit all units within their respective regions at least once each year. They shall consult with, assist, and advise the officers in their duties.”

This problem of competence in Board members is a real one that is well illustrated in the case study. It should also be noted that this consult, advise, and assist directive is in conflict with the focus on merge, consolidate, or dissolve as a solution to poor unit health. The SNU provides an example of what competence in association management and government can do when properly applied in recovering from its issues of the 90’s where the only advice from the WBCCI was to dissolve.

The nature of requests

On 12/29/2008 MC provided this request:

On the other hand, the way this document has been prepared leaves much to be desired in its content. Roberts says, on Page 14, that each member should be given a copy of the Bylaws and that the member should become familiar with them and with any standing rules or rules of order (Policy) if the member looks toward full participation in the organization.
The Bylaws proposed for the SNU do not provide the necessary information as described on Page 12, or that needed by a member to familiarize himself with the organization without a detailed search through the BLUEBOOK which is not handy to each member. This committee believes that ALL units should have a document with structure and formality which describes their unit in a thorough and logical manner as described in our Appendix 6 MODEL, and requests that without rationale to the contrary that SNU insert In their document or documents those Articles which ask for verbatim wording.

Any member of the SNU is a member of the WBCCI and the IRS requires that WBCCI governance documents be available to the public. What MC is saying about the SNU applies also to the WBCCI. The request to duplicate material also ignores common legal advice. It is not up to the SNU to address deficiencies in WBCCI governance documents by ignoring professional and legal advice and it is inappropriate for the WBCCI to demand that it do so.

It should also be noted that this request is based on personal preference and not on any fixed requirement. The suggested constitution and bylaws for units in the WBCCI Policy are provided as “suggested” for good reason. Robert’s Rules is a distillation of knowledge as well and not as authoritative in matters of governance documents for much the same reason: that an organization’s governance documents reflect the actual operations of the organization.

There have been other requests. One, from Smithson in 2012 and repeated in 2016 by a CBL member is that the title of the SNU Governance document be changed from an identifier to help members understand its purpose to a specific legal description.

Another request concerns desired wording that Units include in their Bylaws and Constitution. The state purpose of these inclusions is for the convenience of the CBL. The request can be quite strident (see draft 2012 Bylaws Review). The problem is that the convenience of a standing committee is easily superseded by other considerations and often best achieved by having the committee change its management procedure. The fundamental principle here is that the Board should serve the membership and limit its requirements to what is actually necessary rather than just what it feels is convenient for the moment.

A worry from 2012 also expressed in 2016 is about the powers provided the SNU executive board. The basis for the worry seems to confuse an organization’s Constitution with its Bylaws. As described in understand the process, the SNU Constitution is, in essence, the WBCCI governance documents. The powers granted to the SNU executive committee are quite similar to those granted to the IBT and its executive committee in regard to the Bylaws and Constitution they serve. In this light, the continued worry can be as a constructed and dishonest issue being raised by Trustees over a period of years in trying to find fault with the SNU.

In all of the requests made of the SNU to modify its governance documents, none have addressed the fundamental principles at issue. None have attempted to clarify IRS interests and how they are expressed in a request. None of the requests would make any impact on the operations, purposes, or activities of the SNU nor do they identify any ‘fixed requirement’ to be addressed.

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

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