Nov 14, 2010

CRITICAL ISSUES RAISED IN THE MEETING OF THE NAPsaC Board and the North American IPA Representatives

 

Teleconference of November 14, 2010

The NAPsaC Board requested this special meeting to hear more directly about the issues involved in the Broomhills reorganization and IPA Governance. The NAPsaC Board includes representatives from each of the North American region organizations: APsaA: Warren Procci and Bob Pyles; CPS: Steve Rosenbloom: NYFS: Elizabeth Fritsch; CIPS: Randi Wirth and Leigh Tobias. The reps from the Korean and Japanese Societies were unable to join.

The North American IPA reps participating: Harriet Basseches, Fred Busch, William Glover, Arthur Leonoff, Rick Perlman, Beth Seelig. Nadine Levinson declined to join the meeting.

The Board had requested that the IPA reps submit their views on the Broomhills reorganization and related governance issues. The reps had three weeks to prepare. Four formal documents were submitted, including a legal opinion, and several email responses followed. The formal documents and legal opinion are included as attachments to this document.

The meeting was chaired by Leigh Tobias, appointed by NAPsaC Chairs, Warren Procci and Robert Pyles. The Chair had collated questions from the NAPsaC Board members to be directed to the IPA NA reps. The meeting opened with the question: "It seems as though there were serious errors in the beginning of the administration and are they being corrected?"

All of the representatives described that the Board was not given an opportunity to meet in executive session to review all relevant details about the reorganization of Broomhills prior to the reorganization being initiated. The Board was not given an opportunity to debate and authorize the general strategy. Instead the Board was informed and involved in piecemeal fashion. All participating representatives agreed that this was a major error by the President.

There was a difference of opinion among the representatives about whether this error and its consequences have been adequately addressed by the administration. There were also differences expressed in the level of confidence in the leadership of the IPA. Beth stated that she felt the errors "have been addressed sufficiently and that the Board really is taking leadership at this point." She observed that Charles Hanly is "being careful to ask the Board for approval for actions that are being taken." Bill also spoke in agreement with this perspective, with more equivocation. He stated "the authority of the board was affirmed in Budapest." "Corrections are not complete but it is heading in the right direction."

The representatives also disagreed about the pivotal question of whether or not the failure to consult the Board in full session constituted a violation of IPA procedural rules.

Arthur, Fred, and Rick (Harriet Basseches was not yet on the call to make a statement about this) stated that the reorganization was a clear violation of the Rules. They cited the creation of the HMC as the first major episode of violation, noting that the new HMC was not a continuation of the old HMC, which was created in 1997, and had been dormant for some years. They emphasized that the new HMC was created and staffed without the Board's approval by utilizing the shell of the old HMC, even though it acted in a manner that was in violation of the mandate of the old HMC. In this regard Bill noted that the old HMC had not actually been dormant for a long time.

In addition, Rick cited the IPA Rules that allow the Executive Committee to act on the Board's behalf between Board meetings. He emphasized that the function of the Executive Committee is to execute the policies of the Board. He did note that the Rules allow the Executive Committee to alter the policies of the Board, but emphasized that this action requires that the Executive Committee seek the advice of the Board members first. He emphasized that this never happened. There was a brief and inconclusive discussion about whether Broomhills reorganization is a Policy matter or not. Arthur emphasized that a major reorganization of the way in which the organization is administered, with a decision to eliminate the position of the Director General, is definitely a change in policy. He expressed his concern that this breach in Board protocol has not been acknowledged and sees it as a departure from previous IPA leadership.

By contrast, Beth described the question of IPA rules as "murky waters." Bill asserted that he could not take a position on the question of the violation of rules because those involved were not on the call to defend themselves or give their perspective on the matters under discussion..

There was also a discussion of what is now referred to as the "mystery minute." This is the minute of an Executive Session that was supposed to have been un-minuted, and that was not recorded. The President had cited this minute in multiple letters to the Board and to members to justify the reorganization policy. The minute stated that the Board voted "to continue the reorganization" of Broomhills. Bill stated that "it was merely an acknowledgement that the reorganization was in process whether you liked it or not." Bill said had written the minute, but that all he meant was that insofar as Broomhills was now disorganized, it had to be re-organized. He did not mean to continue the previous policy of reorganization.

Conflict emerged in the conference call at one point about how to proceed. Rick, Arthur, and Fred all agreed that there must be accountability. Rick emphasized that the episodes in question must be studied and discussed so that the underlying governance issues could be resolved and the Rules and their application could be more clearly established. Beth objected to this line of discussion stating that it was very difficult if not impossible to dissect the past. Bill objected to the process of assigning responsibility because not all relevant parties involved in the past were represented on this call.

Question: what are the checks and balances on the Board, and are they operating? All IPA Reps agreed the absence of a strong Director General has been a handicap. There was some hope that the new CAPR and BECRTF would help. However, the IPA reps differed with regard to their understanding of the Rules leaving governance issues in question. It was noted from NAPsaC that such divergent views on the issues of governance leave the IPA at risk. It was noted that there are no real checks and balances except from among the Board Members. One NAPsaC Rep observed that the four dissenting Reps have been the "check" on the Board and the Administration and that this unresolved nature of the governance issues might cause the four dissenting Reps to be seen as oppositional by some observers.

Arthur, Fred, Rick and Harriet expressed the view that the experience of overseeing the Executive Committee – given the lack of trust -- is an onerous job. They indicated there is no established level of trust about the process of governance and instead they feel a need to maintain constant vigilance. Fred observed that the Board is politicized and dysfunctional. He described that people take sides no matter what the issues or the data are. Harriet pointed out the since the rules are seen differently by different people, rules don't function as a check for this administration. She described a sense that the whistle blowing by the four concerned analysts has resulted in some changes – the two committees –but that the four concerned analysts are viewed as not working with the team.

The major unresolved issues of the discussion pertain to governance: the powers of the Board and the Executive Committee; the relation of the Executive Committee to the Board; what constitutes IPA policy and how that answer impacts the attempt to reorganize without Board approval and whether or not errors in governance have been sufficiently acknowledged and addressed.

Conclusions:

All reps agreed that the IPA Board should have a Parliamentarian.

Addendum

1. The NAPsaC Board met to review the report. Based on our concerns the Board strongly feels it would be helpful to hire an organizational consultant or consulting firm who is expert in the governance of non-profit organizations to study the functioning of the current IPA Board and make recommendations.
2. The NAPsaC Board found the joint meeting with North American IPA representatives very valuable. We have found it to be a productive use of NAPsaC representatives' time to interface with the North American representatives, to hear the different views, and to help us understand the work of the IPA Board further. We would like to propose that we serve in the continuing capacity of an ongoing link to the North American IPA representatives.

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