One of the ongoing concerns well illustrated in the subject of this case study relates to Trustees’ proper understanding of their role. The WBCCI Trustee is elected by members in a geographical region to represent their interests on the WBCCI governing board. What many Trustees seem to miss is that they are representatives of the members whose job is to supervise the IBT. Instead, they act as if they are agents of the IBT whose job is to supervise the members. This is illustrated in Mr. Smithson’s cover letter to the SNU President: “certain conditions of supervision by the chartering organization must be adhered to maintain the status.” He then takes it upon himself in his motion by judging the SNU deficient and deciding upon a sentence. This contrasts to the WBCCI Bylaws listing of the duties of a Trustee. For example:
Bylaws IX (Regions) 5 – “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. Regions may hold board meetings, rallies, conduct caravans and engage in such other activities as deemed in the best interest of the region and its units, provided such activities are not in conflict with the International Constitution, Bylaws, Rules and Regulations.”
A 2014 Acceptance Speech by incoming IBT President, Joe Perryman described a source and outcome of just this sort of behavior. “We have weakened ourselves with personal agendas and bickering; division created over trivia” … “To many of us became so sure that we had all the answers, our plan was the only right one for the club, our beliefs were the only right beliefs, our way the only right way.” Phil Pons Presentation on Leadership and Presentation Concerns for WBCCI expressed similar concerns.
Policy is where “Guidelines for Qualifications and Requirements of the Region President's Position” are listed. Items of particular interest in this case include “An ability to travel, meet people openly and communicate easily” and “A good working knowledge of the WBCCI organization and documents” and “A clear understanding of parliamentary procedure and general club management.” The duties list includes “Function as a vital link in the Club communication chain, explaining interests, needs and actions of constituent Units or members to the International officers, committees, and others, and vice versa” and “Assume, in a true sense, the "Trustee" responsibility for the concepts, policies, activities and management of the Club as a whole, striving to influence its progress and improvement.” The last item listed in duties is “Enforce the International Constitution, Bylaws, and Policy” and this is one where the processes to accomplish this duty are specified in the WBCCI Constitution and Bylaws.
A first concept to note is that enforcement is handled by a standing committee of the board. Two of particular interest in this case include the Constitution and Bylaws and the Ethics and Grievance committees. A Trustee carries out his enforce duty by bringing notice of an infraction to the appropriate committee. That committee then considers the matter and makes a recommendation to the Board which, finally, acts on that recommendation. The requirements for due process are carefully defined and it is a primary duty of the Trustees to make sure that they are properly followed.
The Smithson motion illustrates a number of these ideas of the proper role of a Trustee being abused.
The motion was in regards to a matter that should have been referred to the standing committee for Constitution and Bylaws. This indicates a lack of a “good working knowledge” of WBCCI governance and how it should work.
The motion was devoid of fact. Unless it is known exactly what item in the governance documents is at issue and what behavior is supposed to bring that issue, the committee can make no finding of fact upon which to base its recommendations to the Board and due process is abrogated.
There is no record for “explaining interests, needs and actions.” Instead the record shows demands, accusations, and one way conversation. Support for demanded actions is often personal opinion and often contrary to actual organization needs. The role of a Trustee is to lead, persuade, and teach and there is none of that in the history of this case.
The motion is not a matter of providing proper consultation, advice, or assistance to Unit officers, but rather confrontational, threatening and punitive towards the Unit membership.
The “meet people openly and communicate easily” duty is also at issue here as described by the chair of the involved SNU committee (see Response from the SNU CBL Chair to Smithson et al Sent via email & USPS 5/30/2016). The proper role of a Trustee sometimes requires person to person discussion of an uncomfortable nature due to the subject or to personalities. Most issues can be resolved effectively is proper and timely communication is undertaken and it is the role of the Trustee to see that this happens.
On the matter of supervision: The cover letter mentions this as a rationale for the motion. As noted, that supervision is not a proper role of a Trustee but rather of the Board. The Trustee role is to supervise the Board to make sure it does what it needs to do according to its Constitution and Bylaws. In this case, the supervision duty of the Board is described in IRS Publication 557 on page 9 where a “general supervision” is cited as necessary to assure that the purposes and actions of members of the tax exempt group are as the WBCCI affirms them to be. That supervision requires that the Trustees have “A clear understanding of ... general club management” and that includes a clear understanding of IRS needs and requirements for the management and maintenance of the club’s tax exempt status. A proper understanding in this area has never surfaced from any Trustee in the ten year history of this case and attempts to explain or discuss IRS requirements has encountered the one way conversation problem.
Policy also requires that the Trustee “must be an ambassador of good will and a promoter of good fellowship. He must promote harmony within any Unit where dissension or discord appears to be developing.” How can this be done when a Trustee will not discuss his issues with members, does not follow the organization constitution and bylaws, and takes on the role of boss rather than of mentor and teacher?
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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