Meeting the new Board of Directors
On Friday, April 17 and Saturday April 18th, USA Badminton's new Board of Directors met, first for a Board Orientation and then for a first Board meeting.
As we walked around through the crowd at Adult Nationals, the three most often asked questions were:
- What happened to the old Board and why?
- How was the new board chosen?
- What exactly is new/fresh about the Board?
1. The USOC in the past few years reviewed its own governance, adopted new by-laws and restructured the BOD (Board of Directors). Then, a request was made to the NGB's (National Governing Bodies, e.g. USA Badminton) to do the same. Principles included;
- Decreasing the size of the Boards
- Adding Independent Directors
- Changing governance to make Boards more clearly responsible for policy, oversight and fiscal issues
- CEO's and their staff more responsible for all active management.
Our past Board, not the USOC decided on a fresh start approach of all then current Board members and all past Board members being ineligible. This included negotiation with athlete members who have very specific rights, and their agreement to go with a fresh start. (See the new by-laws for details on eligibility)
The new Board has 3 Independent Directors chosen by the Nominating Committee (see by-laws). These directors include;
Dick Dubose, with no prior knowledge of Badminton, but a wealth of high level financial experience
Michael Halchak, a recent convert as a player (an avid one) but no office at any level, no business dealings at any level with any part of Badminton
David Simon has played a significant role in virtually every major sporting event that has been brought to the Los Angeles area in the last 20 years, but his only association with badminton has been helping host the 2005 World Championships in Los Angeles
The Board has one Director who is an Official and was selected by the Nominating & Governance Committee. Elaine Kong is known to all who play in tournaments and has served at the Olympic level in Athens and Beijing.
The Board has one Coach Director, selected by the Nominating & Governance Committee. Andy Gouw is a Regional Coaching Director of USA Badminton.
The Board has two athletes, elected by their fellow athletes. They serve as members of USA Badminton's new Athlete Advisory Council (AAC). Raju Rai, recent Olympian and past US Adult Singles Champion and Ruth Menchaca, this year's Ken Davidson award winner (Raju was last year's) join the Board. The USAB AAC also includes May Mangkalakiri (our USOC AAC representative) and Howard Bach (USOC AAC alternate, and Kyle Emmerick.
The Board has 2 At Large Representatives. Previously each of the 5 USAB Regions had a representative, and there were several at large representatives. Geoff Stensland is a player for over 34 years , father of a player (Curtis), the owner of a badminton club, and a leader in the Northwest (Seattle) renaissance of Badminton. Fred Coleman is a player for 26 years, father of a player (Jennifer), a Coach, and the chair of USAB Juniors for over 10 years.
So, in short, a strategically redesigned Board, nominated by a committee of the old BOD plus fully independent members, and voted on by various constituencies (see By-Laws) begins the Fresh Start of 2009.
3. What is a Fresh Start? The USOC advised the old BOD on a variety of Best Practices for Governance Issues. This led to a newly drafted set of By-Laws approved by the old BOD. The new Board spent a full day (April 17th) in an orientation session led by Kae Rader in Best Practices for non-profit boards. This included
- Ethical Issues (watch for an upcoming article discussing ethical issues for Boards). We take as our starting point a belief that all past members of USAB Boards have acted in good faith in their roles. However, in a conflictual, legalized world, a Board must be highly attentive to ethical issues of all kinds, openly discuss them, engage in its business with as much openness/transparency as possible and solicit from the members of the organization any concerns they have in this realm.
- Responsibility - As the world of sport becomes increasingly complex, the division of responsibility between a BOD and the CEO/staff must be clear. Part of USOC's re-organization of itself was to recognize and implement this set of goals. The BOD has a responsibility for setting policy, oversight and fiscal responsibility. In the new structure (see By-Laws) the BOD is not responsible for the daily management or micro-management of the organization. The Board is responsible for hiring and reviewing the CEO whose responsibility it is to lead the Organization.
- Financial - The BOD, having set policy, and in concert with the CEO providing detailed strategic planning has a responsibility for providing the financial structure to allow the implementation of planned objectives.
- Membership - The BOD has a variety of responsibilities to membership
- Accessibility - both information on the website and the Board members must be appropriately available to the members.
- Financial - The basic financial statements (see By-Laws) and the Budget must be readily available to members.
- Policy - The BOD meeting minutes and votes on policy as well as basic information outlining strategic planning must be available to members.
- Oversight - If issues on which the BOD has oversight responsibility (see By-Laws) are of concern to members, there must be access to the BOD and information about its actions. This may not mean that everyone is in agreement, or everyone is pleased, but it does mean that the needs of all members are valued.
As mentioned the new USA Badminton Board of Directors (BOD) went through an extensive "Best-Practices for Non-Profit Boards Training". One aspect of the training which we began putting into practice at our first BOD meeting was to develop a set of guidelines for voting. These are not a policy. They are not complete, but a work in progress. They recognize the new role of the BOD (see By Laws) as charged with policy, oversight and fiscal accountability. Before a vote is taken we asked ourselves to consider:
- Is it consistent with the Vision and Mission Statements?
- Is it consistent with High Level Goals (e.g. strategic Plan)?
- Does it meet the members' needs?
- Does it have fiscal consequences?
- Are there specific ethical issues that need to be considered?
- If it is an issue of policy, oversight, or financial accountability requiring Board Action - vote on it. If it is not - refer it to the CEO for action with appropriate advice and counsel.
In somewhat more detail -
- If vision and mission statements are really meaningful they should always guide deliberations.
- When a strategic plan is worked on and adopted, it is either the framework for actual decisions and actions or it was a waste of time and paper to create something that looks pretty for display but is not a plan for action.
- The organization is a collection of different groups - general members, athletes, elite athletes, officials, coaches, club owners, parents, etc. The Board represents the members and it must strive to do what is best for all. Those various constituencies have different and at times conflicted needs, and the Board must weight and balance those and act in the best interests of the whole.
- All decisions have fiscal consequences. If we fund A we have less money for B. if we don't fund step one, we may waste any money we put into step three of an endeavor. If we approve goals or plans that are unfunded, we are pretending not doing.
- Ethics (avoidance of conflicts of interest, right action, fairness, equality) is a complex area. Each one of us often finds it easier to see someone else's shortcomings than to see our own. Each member of a BOD does members a favor when they ask before a vote "is there an ethics problem here?" Or even if there is not a problem, will others outside the BOD perceive it as an ethical problem. As our trainer asked us, "How would it look on the front page of USA today?"
- To stay with our newly clarified division of responsibilities with our CEO, we need to vote when it is appropriate, advise and delegate when it is appropriate. .