[Date Prev][Date Next][Thread Prev][Thread Next][Date Index][Thread Index][Author Index][Search Archives]
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
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.
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?
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
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
During both of my terms we talked about setting up nomination and/or
selection processes that would be carried out oustide the Board & make
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.
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
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
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.
<<End Liz's Comments>>
I can't add any more than that.
- Re: Comments
- From: Mark Schuldenfrei <schuldy@abel.MATH.HARVARD.EDU>