NAPsaC face to face Board Meeting
NAPsaC face to face Board Meeting
January 15, 2011
Waldorf Astoria Hotel, New York City
Present: Robert Pyles (APsaA), chair, David Falk (APsaA); Rick Perlman (Secretary-Treasurer); Steve Rosenbloom, Margaret Ann Hanly (CPS); Randi Wirth, Leigh Tobias, CIPS; Nancy Wolf (alternate) NYFS.
Absent: Warren Procci (APsaA) chair; Liz Fritsch (NYFS); Jeanne Wolf Bernstein (PINC); Japan and Korea Societies
Guests: Zachary Bodmer, legal advisor; Harriet Basseches, Beth Seelig, Nadine Levinson (NA IPA reps) Phyllis Sloate, CIPS
- Agenda set: Working Parties discussion will be voted to further discuss at meeting's end. January 2010 minutes approved.
- Governance issues for NAPsaC. Rick reviewed the history of NAPsaC governance. NAPsaC has operated without by-laws for the entirety of its existence because the parties to NAPsaC have never been able to agree on a system of governance. This problem occurred because of the disproportionate sizes of the component groups of NAPsaC. An agreement was reached, however, that the NAPsaC board include at least one representative from each individual component group, with CIPS and CPS each having two representatives and APsaA having three representatives to reflect their larger memberships. In addition the parties to NAPsaC all agreed that all decision–making on the NAPsaC is carried out by consensus. According to this system, NAPsaC takes no action that does not have the support of every party. This is how we have operated since our inception. As a result of this arrangement, however, NAPsaC only took on very simple, limited, and non-controversial initiatives that we could all agree on.
With the decision to host the Working Parties, however, the NAPsaC board also committed itself to incorporating and establishing by-laws that would permit the organization to vote in some workable and unobjectionable manner. It was understood that NAPsaC could not have a bank account, obtain liability insurance, or manage any complicated project without incorporating and adopting by-laws. By-laws are needed for the final filing of the 501c3 application as well as for reliable functioning and democratic decision making, especially when the Board does not have a consensus.
NAPsaC must complete its by-laws and has 27 months to complete its 501c3 application. Until this tax status is granted, any income is taxable.
There was a discussion about the voting structure of the NAPsaC Board. The current structure is vote by consensus. CIPS proposed that governance by consensus must be replaced by some kind of decision making by majority or supermajority vote. Rick Perlman felt that such a system of voting by Board members was necessary to ensure stable organizational functioning and avoid paralysis when the Board does not come to consensus. This is especially important whenever NAPsaC takes on any initiative that is complicated or controversial because it is harder to attain consensus in such situations. This would create enormous liabilities if we are engaged in contracting with others, managing expensive projects, and so on. CIPS agreed. Legal Council Bodmer was asked by a CPS rep if consensus could be the voting structure under by-laws and if money could be properly received and a project carried out. Bodmer said yes, suggesting that a supermajority vote might be an alternative and possibly more workable system of decision making.
Rick Perlman also described a voting proposal developed years ago with John Meyer, according to which APsaA would always have one-half of the total number of votes to be cast on the NAPsaC board. This would permit APsaA to block any action, a power commensurate with its size, and permit the other societies to block any action by APsaA, a power commensurate with their independence.
Margaret Ann Hanly said the CPS National Council would need to discuss and decide on any position that they take with regard to NAPsaC and its governance.
ACTION: All representatives on the NAPsaC Board will report back on their organization's proposals about a voting structure for the NAPsaC Board. Steve Rosenbloom and David Falk will work with Rick Perlman on by-laws and the 501(3)C filing. - CIPS reps proposed the following good governance rule be adopted and included in any by-laws:
"Members of the NAPsaC Board shall serve on committees of the Board to carry out the work of the Board, but shall not serve on committees or work groups of the organization that report to the Board. Such committees shall be chaired and staffed by members of NAPsaC, but not by members of the NAPsaC Board, and shall serve under the supervision of the NAPsaC."
ACTION: NAPsaC reps will discuss this proposed bylaw with their respective societies. - CIPS announced that it may withdraw from NAPsaC so that its four component societies could represent themselves on the NAPsaC board.
CONTINUING DIALOGUE WITH FOUR NA IPA REPRESENTATIVES
NA Reps Beth Seelig, Nadine Levinson and Harriet Basseches joined the meeting. Rick Perlman recused himself from the NAPsaC Board and assumed his position as NA rep; Leigh Tobias assumed minute taking. NA Reps Fred Busch, Bill Glover, and Arthur Leonoff could not attend as they were attending APsaA and IPA Committee Meetings.
In prior communications, NAPsaC posed three questions to the four NA reps:
1. Were the IPA rules broken? If so, what is being done about it?
2. What checks and balances are operative now?
3. What is the outcome of the new database: how much was spent on it, how much on reorganization, and how much on the severance package? Were those allocations approved by the IPA Board?
Beth Seelig (BS): I would like to ask that the minutes include that it was very distressing to me that a report from the NAPsaC-NA Reps conference call on November 14th was distributed on the CIPS email list without my having an opportunity to review, comment on, and correct the report. It is not usual for minutes of a meeting to be widely distributed without the prior approval by the meeting participants. Neither I, Bill Glover, or Nadine Levinson were given the opportunity to see this final NAPsaC report of the teleconference call prior to its distribution on the CIPS listserve. That final NAPsaC Report was inaccurate and there were significant distortions included in it. The CIPS newsletter only contained one paper (the Broomhills, Budapest, and Beyond) without offering any other perspective. I would like these minutes to include the documents that Nadine, Bill, and I sent, and to note that they were not distributed with the final NAPsaC report and seem to have been disregarded completely. I want to cooperate with NAPsaC, but I would like it to be included in the minutes that this is a very incomplete proceeding and it should not be used to draw premature conclusions as was done after the November conference call. Regarding the specific questions you have posed:
- The IPA Rules were not broken. In general, issues of staffing are not policy. The IPA Rules do not specify staffing as policy. The Board and the Executive Committee Relations Task Force (BECRTF) is addressing matters of Board and Executive Committee relations and communications about policy and administrative matters and will report to the Board at this meeting. The Administration policy and Review Committee (CAPR) which replaced the House Management Committee (HMC) has also been doing its work and will report to the Board. The Rules and Procedures Committee, chaired by Richard Lightbody, stated unequivocally that the IPA rules were not broken. It should also be noted that the members of the Rules and Procedures Committee were appointed in a prior administration. Charles Hanly did not appoint any of the members of that committee.
- It is not completely clear to me what is meant by checks and balances in this context. However, the Board is exercising its function of overseeing the actions of the Executive Committee.
- I am not going to comment on the database, as Nadine Levinson is much more qualified than I to do so.
Harriet Basseches (HB): I would like to put aside the specific questions with what I feel is a more profound issue: how can we support the IPA and communication among the regions and the IPA? If something goes wrong, rather than being damned, I would like to focus on how the problems can be helped and problems solved. There have been problems and I would wish for an embrace of voicing them, rather than being condemned.
Our linking with NAPsaC is a problem. We have worked on it, but it is not strong. It would be wonderful if we could have a say, and be on the same page. Two important committees did come out of the IPA Board meeting in Budapest, but right after that a letter came out that the redundancy was still going on, which was very upsetting. (Harriet was interrupted, and had to leave the meeting.)
Rick Perlman (RP): In my view, the rules were definitely broken. The Executive Committee attempted to alter the administrative policy of the IPA without obtaining the Board's advice or approval, as required by IPA rules. The controversy pivots on the question of whether or not the Broomhills reorganization was a matter of IPA policy. We four who brought this to everyone's attention did not do so without legal help. Every lawyer we consulted, including the UK attorney who wrote the legal opinion that we circulated to the IPA Board made it very clear that the Broomhills reorganization was an effort to change IPA administrative policy. The two documents that were circulated to the Board by the Executive Committee were characterized as "Policy Documents."
It is true that the Committee on Rules and Procedures issued an opinion in April 2010 that the reorganization was not a matter of policy but a matter of administration. Later, however, that committee issued another opinion in which they wrote that the Committee never issued any opinion about the Broomhills reorganization itself, only an opinion in response to what they were told about the reorganization.
In my view, the issue is cut and dried: the Executive Committee was obligated to obtain the advice or approval of the Board before taking any action to reorganize Broomhills. The organization of the IPA administration is a matter of administrative policy. No one could seriously argue that elimi nating the position of Director and reassigning tasks to assorted staff and committee chairs is anything other than a major change of policy.
What has been done about it—the President and others have said that they made a mistake in acting without the Board's advice or approval, but they do not admit that the Rules were, in fact, broken. I am not satisfied by this—not because I want anyone to be censure or disciplined—but because we need to be very clear about the rules so that no bad precedent is set by these events. I have been saying over and over again that the rules need to be clear going forward.
The Broomhills reorganization produced two crises. One was a crisis of administration. Broomhills was in disarray, the staff was demoralized, Joanne Beavis quit, and we had no director. The second crisis was the ensuing crisis of governance. In Budapest, the Board created two committees of the Board to address these crises. One committee, the Committee on Administrative Policy and Review (CAPR) is reviewing the administrative problems and I am very confident that it will solve the Broomhills problem. A second committee was formed to deal with the governance crisis. The is called the Board—Executive Relations Task Force (BECRTF). This committee has put forth some recommendations about email voting and email ramifications of Presidential appointments. These are fairly non-controversial matters and I think they will be enacted. I am not so sure that this committee will be able to deal with the deeper problems that have given rise to the governance crisis. This remains to be seen.
With regard to the question of checks and balances, I have to say that there is no such system. The Board can check the officers or the executive committee, but there is no appellate body to consult or which can adjudicate conflicts that arise, like the conflicts that have arisen in this situation. The Rules and Procedures committee is not a check and neither is the ethics committee because, at present, the ethics code does not address violations in regard to governance. When we encounter a problem on the Board, there is no recourse to anybody but ourselves.
With regard to the money that has been spent, my best information comes from Broomhills, and this is what I am told. The cost of the legal services and the human resource consultations entailed in the redundancy amounted to about $120,000.00 prior to the Budapest meeting. The cost of the new Nectil database was another about $170,000.00. The reorganization produced nothing but turmoil. Much—and perhaps all—of the Nectil database is now being scrapped because it did not work.
Nadine Levinson (NL) who was past-IPA Treasurer (2003-2007), commented on money spent on the Reorganization and Website and Database and said there are many assertions about costs. In fact, the accounts for the IPA are not yet audited for 2010, but will be completed in May or June. Many charges which were attributed to HMC expenses are not HMC expenses. The IPA Website and Database never exceeded its approved budget. Any information about expenses should come from the Treasurer, who does welcome inquiry from the Constituent Organizations.
NL, who participated in the creation of the last two IPA Website and Databases, clarified that Nectil was chosen to build a new Website by the previous IPA administration and approved by a past IPA Board in January 2009. The new Website is linked dynamically to the IPA Database. Thus changes to the data can be made by individual members (address, tel, email, and society status change), societies, committees, IPA committee members, and with committee special working pages. Most importantly, the new IPA Website features the IPA Societies and all of their events and current news. Nectil was chosen as it was being used by the EPF and had good reviews. In fact, the Website and Database costs were never over the approved budgets, in fact the costs were slightly under what was projected. The Website and Database issues became caught up in the issues of the Reorganization of Broomhills as the new database was specifically planned to allow for a major efficiency shift in office functioning. Staff could run their own reports and not need a designated staff IT employee to do this work.
RP continued: The Board did not discuss, debate, or approve the re-organization, initiative of any part of it. Actions taken to advance the reorganization between Board meetings were taken without the advice of the Board members, as required by the IPA bylaws whenever such actions change IPA policy. A great deal of money was spent on this project and it was spent without the consent of the Board or of the members.
Every 4 years North America contributes 2.8 million dollars to the IPA in dues: we need to have a say in how those dues are spent.
NL responded to some of the questions raised by NAPSAC:
1. Were the rules being broken? No. The rules were not broken. I served on the House Management Committee (HMC), the Committee that reviewed and made recommendations to the Executive Committee (ExCom) about a possible reorganization of Broomhills. The HMC consulted with a UK Employment Law specialist on the best way to conduct this process. The ExCom viewed the reorganization review as an administrative, not policy decision. Before any final plan for Reorganization could be determined and implemented by the Board, consultation needed to first take place with staff. Each document for possible Reorganization was discussed first with staff beginning in February 2010, and just after in February and March 2010, the same documents were sent to the Board for review with invitation for comments. There were no negative comments from the Board. Could things have been done better? Perhaps. In January 2010 at the IPA Board Meeting, the President announced (this announcement is minuted and sent to all IPA Constituent Organizations and the Regional Bodies) that the HMC is to look into the possible reorganization of Broomhills due to economic pressures and to bring back to the Board a final plan. In hindsight, it likely would have been better to have an Executive Session with the IPA Board in January 2010, and approve a process of investigation with a budget of projected costs. Discussion and debate would be possible, but there was not much information at the time to discuss. It didn't happen that way, but that does not constitute a broken rule.
--Warren Procci entered the meeting at 12:25 P.M.
NL continued: Nothing was ever implemented and actually, no plan was ever finalized with staff. It has been left so that the new IPA committee CAPR can have the freedom to decide any of several options about reorganization of Broomhills and will also be evaluating the new database and website.
HB returned and commented: the details are important: the frustration was that we felt were going along, and then the staff letter requesting help changed things for some of us. It looked like a cover-up. How we move forward is important, especially with how the North American region is regarded. The communication needs to be better.
NL discussed linking from IPA to the Regions and felt it is key: linking in the North American region is more problematic than in the other regions. There was a NA Rep subcommittee task force on linking from 2007-2009 (Harriet Basseches, Arthur Leonoff, Nadine Levinson, Beth Seelig and Lynn Moritz), trying to find more effective ways to link with NA. NAPsaC is not formally recognized within the IPA Rules and Bylaws. However, linking with NAPSAC is considered valuable, even if linkage is more informal. The IPA NA Reps are accountable to the presidents of the IPA Constituent Organizations and the Constituent Organizations. APsaA is a special circumstance in that all of its members link to the IPA through the APsaA Regional Association. Its Societies and Institutes (more equivalent to IPA Societies) are not directly linked as do the Independents in the US. More linking is needed besides the IPA President and officers meeting with the Regional Presidents at regional meetings and Congresses. Timing of communications about recent Board activities is also important and challenging. There needs to be collaboration. Appropriate information must flow both ways.
The discussion by the NA reps ended, and they left the meeting. Beth Seeling was invited to stay for the discussion of the Working Parties in North America.
RESUMPTION OF NAPSAC AGENDA
V. The Working Parties in North America were discussed. On behalf of the steering committee, Beth Seelig asked for approval of their new chairs and treasurer and a $2000.00 budget for administrative costs. She informed NAPsaC that the previously discussed fundraiser with music at a private home at the time of the February Working Parties meeting was scheduled with requested contributions only. It was moved and seconded to vote on the proposals.
ACTION: APsaA, CPS reps voted in favor; PINC , Japan and Korea are unrepresented; CIPS reps abstained. The NAPsaC Board did not reach consensus on the requests put forward. The requests are tabled at present.
The meeting ended at 1:05 P.M. EST.
ADDENDUM A.
POST MEETING ACTION: CHAIR REQUEST FINAL VOTE FROM ABSTAINING VOTERS
Chair Bob Pyles requested a final vote from the abstaining voters. CIPS voted no. The vote of the Board was split on the Working Parties proposals and the proposals did not carry.
CIPS representatives sumitted the following statement:
"The CIPS reps vote against the Working Parties proposals put forth at the NAPsaC meeting. We take this action following a meeting of the CIPS Board. Although many members of the four CIPS societies value the Working Parties experiences, there are also many confusing elements to the Working Parties in North America.
The CIPS Board requests a review of the Working Party effort in North America, and a review of the financial support of the WP by NAPsaC. The CIPS Board also rejects support of any NAPsaC project before the NAPsaC Board adopts formal by-laws with a viable system of voting."
ADDENDUM B.
EMAIL CORRESTPONDENCE IN REPONSE TO THE REPORT OF THE NAPSAC TELECONFERENCE OF NOVEMBER 14, 2010
The following email correspondence is appended to the Minutes at the request of Beth Seelig, William Glover, and Nadine Levinson:
From: William C Glover [williamcglover@gmail.com]
Sent: Sunday, December 19, 2010 3:54 PM
To: board@napsac.info
Subject: Questions re report on NAPsaC-NA IPA reps teleconference
Dear NAPsaC Board
We have some questions about the "Critical Issues Raised in the Meeting of the NAPsaC Board and North American IPA Representatives" paper sent by Leigh Tobias to the participants for review.
- What is the purpose of the report and what will be done with it?
- Is it intended for the IPA Board or for wider distribution?
- What is the NAPsaC process for determining what communications are sent to its membership?
We respect the interest the NAPsaC Board has taken in the governance and staffing issues of the IPA. We appreciate the recommendation to seek organizational consultation which both Elizabeth Fritsch and Beth Seelig had previously made. We will make sure the IPA Board gives this recommendation serious consideration.
While we are glad the teleconference was informative for the NAPsaC Board, we have objections to this report. We think the report is based on incomplete information, biased in tone and draws conclusions we do not agree with. Four formal documents and a legal opinion are mentioned as attachments to the paper. They are neither attached nor indentified but we assume include the 'Broomhills and Beyond' paper which has significant inaccuracies, exaggerations and omissions. As we had indicated earlier, the teleconference had the format of an inquiry and this report also gives that impression. While members of the NAPsaC Board are entitled to convey their opinions to the IPA Board, we feel that widely distributing this report along with the 'Beyond' paper under the imprimatur of NAPsaC gives credibility to a one sided and out dated view that will add further fuel to the controversy the IPA Board is working hard to resolve.
If there is to be an inquiry let's make sure we have a one that is comprehensive, fair, conducted by an appropriate body, and leads to a just conclusion, not a report based on a very incomplete discussion of the issues. There has been no opportunity for any of the Representatives from the other regions to give their input, nor have the IPA's officers been asked to provide their perspective.
As members of NAPsaC, as well as North American representatives to the IPA Board, we formally request the NAPsaC Board review the issue and inform us of the intended use and planned distribution list of this document and the attachments mentioned. If, despite our objection, distribution beyond the two Boards should be approved we think it only fair that the Officers and Board Members of the IPA be given the opportunity to contribute their views at the same time.
Respectfully,
William Glover
Nadine Levinson
Beth Seelig
