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Unto the gracious Lord Henry Best, greetings:

Dear Henry, you misunderstood me.....I was not challenging the idea that they 
are self-selecting (a requirement under California corp. Law --see below), 
but that simply by being self-selecting that they were necessarily self 
serving.

To get more information on why the Board is self-selecting, I contacted one 
of my favorite sources, a veritable font of SCA history, Duchess Ysabeau 
Cameron of Lochiel (OP, MP, ....etc) MKA Elizabeth Johnson, former Board 
Member and Chair.  Here is her response. Per her request, if this is to be 
reprinted, please do so in it's entirety.

  ----------------------------------------------------------------------------
 
<<Kate's Question>> 
1.--I understand that the rationale behind the BoD being self-selecting is  
that the Members of the BoD best understand the skills/traits needed for the  
job.  Is this correct? 
<< 
Liz's Comments>> 
There are a couple of reasons.  The SCA Board is traditionally very hands-on 
in its approach, so it always needs a good mix of skills and backgrounds.  
The people currently on the Board know who can do what & what's missing (or 
will shortly be leaving), and specifically look for people who will fill the 
gaps.  
Second, keeping the selection process close to the center helps keep it 
fairly quick and responsive.  It's actually harder than you might think to 
achieve what I described above: there are 25,000 members, 7 directors, and at 
any given time between 20 and 40 nominees.  Often none of the directors will 
personally know a given nominee; rarely will more than one director know a 
given nominee.   
 
During both of my terms we talked about setting up nomination and/or 
selection processes that would be carried out oustide the Board & make 
recommendations.  
Potentially they would have had the advantages of saving the Directors some 
time, and also of getting more people involved in the process; however, on 
the negative side they placed the Directors even farther away from knowing 
anything about the people they would potentially be working with very closely 
for several years. 
 
We also, BTW, talked about "elections" of some kind but dropped the idea 
pretty quickly: first, with staggered terms it would mean that the "election" 
process would never stop -- a new director is needed at least every other 
quarter, even more often if people have to leave before their terms end.  
What an incredible diversion of limited resources and what a distraction from 
the things people join the SCA for!  

And second, under the California regulations controlling how non-profits 
operate, it appeared that opening up the choice of directors to election by 
the membership would change the SCA from a "non-membership" corporation 
(where the Board is authorized to make key decisions on behalf of the 
corporation) to a "membership" corporation (where some key decisions must be 
made by a vote of the membership.  Again, the logistics of an SCA-wide vote 
boggle the mind.  And the quorum requirements might have been impossible; for 
an in-state organization with in-person business meetings, there was a 
substantial requirement for a quorum -- at least 1/3 and I think more.  Do 
you think there's any chance of getting 1/3 of the SCA membership together 
for *anything*, let alone a business meeting?  
(And even if we could, they'd almost all be from the West, and wouldn't the 
rest of the kingdoms love having *that* bunch decide their business ... ;-)  
And although I looked *very* hard I was never able to tell for sure what the 
quorum requirements would be if we carried out the vote by mail.  What would 
happen if we did spend the time & money to send out ballots to all the 
members and then only 3% responded -- and that would be EXTREMELY HIGH by 
historical experience?  Would we be unable to have a legitimate vote?  Ugh. 
 
Third, the Board worked best, in my observation, when all the directors 
viewed themselves as responsible for (and to) the whole SCA.  A problem with 
elections is that directors would start viewing themselves as responsible 
only to their constituents.  We tried very hard to anticipate and address 
objections and opposing viewpoints; I don't think that we would have tried so 
hard if we were focused on "the voters at home."  A side problem, of course, 
is who would those voters be?  Would directors be elected regionally, 
nationally, SCA-wide?  There are 13 kingdoms now ... one director per would 
nearly double the expense of meetings, phone calls, postage, office support 
... and there are several new ones in the wings ... again, is this a 
reasonable use of the SCA's limited funds? 
 
Getting back to director selection, there's one final point: the directors 
have to feel that they can develop a level of trust and co-operation with 
each other.  I think that a lot of the upheaval and unpleasantness of the 
last few years stemmed from some poor selections of people who were not known 
to be agenda-bound, or poor team players, until after they were on board.  
(Even though there's a 6-month trial period, it's very hard to invite someone 
out at that point and to face having to select yet another replacement.)  The 
resulting mistrust and coterie-building was very harmful. 
 
>>
<<Kate's Questions>> 
2.  It is my impression that the Boards of Directors of most corporations are 
 self-selecting.  Is this true?  Or are they chosen by a vote of stockholders 
 or others?  
<< 
                  
<<Liz's Comments>>

Depends on what kind of corporation you're talking about.  The Boards of 
non-membership corporations are of necessity self-selecting (see above); the 
Boards of membership corporations are elected by the members.  In practice, 
however, Boards often (a) allow and encourage directors to serve multiple 
terms -- which makes them self-perpetuating in a different way; or (b) build 
their own slates of candidates which they offer to the membership as a 
package deal and which it can be hard to counter in a meaningful way.  So on 
paper they may be elected but in practice they have a *lot* of influence over 
who gets elected. 
 
Please note to Henry that from my observation, the people who were on the 
Board when I first joined, and the ones who joined during my first term, were 
painfully -- perhaps even pathologically -- sensitive to the issues of 
self-selection and public perception, and went to great lengths to encourage 
nomination and comment from all the membership.  I served as recruiting 
ombudsman for most of my first term and among other things we published the 
nominees list at least twice a year with directions for nominating and for 
commenting on nominees: the whole list in TI and an excerpted list for each 
Kingdom newsletter.  EVERY SINGLE PERSON who was nominated, and who accepted 
nomination, was on that list and remained on it for two years; this included 
people who nominated themselves, by the way, some of whom stayed on the list 
for several years by repeatedly re-volunteering.  I maintained an extensive 
file on each nominee, and gave the other directors a 20-30 page summary every 
quarter.  The process was as open and accessible as we knew how to make it, 
the only exception being the executive commitee discussion of the actual 
selection. 
 
Now that I've said all of that, remember that when I was on the Board we were 
working from the paradigm that the SCA was worth preserving as an entity, 
that its whole was potentially more than the sum of its parts, and that most 
of the members wanted to preserve the organizaiton and continue to increase 
the levels and kinds of support that they got from it.  I don't think that's 
true any more.  As the SCA evolves into a loose confederation of essentially 
independent entities, with divergent rules and aims, the role of the central 
organization needs to be re-examined.  Is there a need any more (as the Board 
was told *passionately* in Outlands 6 years ago) for a strong, active Board 
to protect the people from the excesses of the Crowns?  Is there a need for 
central oversight of finances to ensure that we can continue to qualify for 
non-profit status (do we even *want* to continue to qualify)?  Is there value 
to a central registry and subscription service?  Is there merit to corporate 
funding of central publications like TI and CA?  I think that in the future 
the answers to these may be "no," and in that case the Board's mission and 
function will have to change. 
 
This is a rather long answer to a short question; but I didn't want to 
oversimplify.  If you forward it to Henry (or anyone else) please add a note 
that in may be further broadcast but *only* in its entirety, and that I won't 
be able to respond to correspondence. 
 
Liz
      
<<End Liz's Comments>>

I can't add any more than that.


YIS--
Kate Spears
Aislynn Fyrlocc
AFPOPA