PTC Bylaws Review Committee

Report & Recommendations to the Board of Governors

30 October 2007

1. Executive Summary

2. Process

3. Recommendations

4. Proposals not recommended

1. Executive Summary

After careful deliberation, the Bylaw Review Committee recommends a package of 7 modifications to the PTC bylaws and board policy for consideration by the Board of Governors. These recommendations include:

5 Recommendations for Bylaw Modifications:

1. Replace the title of Executive Director (ED) with Chief Executive Officer (CEO) to establish clearer responsibility and relation to the BG and respective roles.

2. Add one elected seat for a total of 15 instead of 14 elected seats to the BG; distribution to remain the same. 3-year terms for BG members with a 2 consecutive term limit and 1/3 of the BG (5 seats) elected each year. [Currently 2-year terms with 3 consecutive term limit and ½ (7 seats) elected each year.]

3. Add 2 appointed seats to the BG for a grand total of 17 seats.

4. Add clauses allowing for the replacement of resigned members of the BG or AC (“casual vacancies”).

5. Add clauses for proxies at AC and BG meetings.

Recommendations for Board policy (Not necessarily bylaw modifications.)

6. Allow the BG more flexibility in setting up committees.

7. Five (5) policy suggestions for best practices.

The Bylaw Review Committee has taken a conservative approach in terms of not recommending changes to the current membership/regional category formula for distribution of seats on the BG and AC despite some current perceived anomalies especially with regard to more global entities. These were not seen as sufficient to warrant such a major change and no suitable alternatives were considered. It was noted that the current bylaws do give the BG a measure of flexibility to assign member/regional categories.

There is also a concern as to whether some of the recommendations may require a member vote beyond potential adoption by the Board of Governors per Article XVIII of the current bylaws. A member vote is required to modify provisions of the formula for distribution of membership/regional category seats on the AC and BG. Where there may be a grey area, the suggestion has been made to put such recommendations to a member vote. This may be in particular to recommendations 2 & 3.

2. Process

The PTC Board of Governors (BG) adopted the position of a White Paper on potential bylaw modifications and appointed a Bylaw Review Committee in early June 2007.

Appointments to the committee were from both the BG and Advisory Council (AC) and included a balance of representation of membership types and interests.

Bruce Drake - Committee Chair (BG)

Tara Giunta (PTC Legal Counsel)

Mark Hukill (PTC Senior Advisor and AC)

John Janowiak (AC)

Yoshikazu Kobayashi (BG)

Robert Mao (AC)

Richard Nickelson (BG)

Gene Spinelli (AC)

Chris Vonwiller (AC)

The committee was given the mandate to gather, evaluate and propose specific recommended changes to the bylaws as may be warranted after several years of experience with the current bylaws that came into effect in January 2003.

The committee met by voice teleconference either monthly or bi-monthly through October 2007.

Twelve (12) proposals for changes to the bylaws were submitted by various BG and AC members and reflected a number of on-going issues and concerns. Each proposal was assigned a "champion" within the committee who provided a discussion of both the pros and cons for committee consideration. Each proposal went through two rounds of discussion on separate conference calls to arrive at a consensus for recommendations including the conditions of those recommendations.

Documentation of the process was updated regularly to the committee for discussion and all updates of the process have been posted in the members section of the PTC website. Comments from all members were solicited through articles on the committee's progress in the monthly PTC Members Bulletin from May through November.

A package of 7 recommendations has been agreed to by the committee as presented below.

The committee also recommended that this report be sent to the entire AC for comment and potential feedback to be considered in BG deliberations.

Note: This report re-organizes the proposals and recommendations from the previous committee progress updates as follows:

Recommendation Original Proposal

1 11

2 7

3 3

4 1

5 12

6 2

7 5

Proposals considered by the committee but not recommended (#4, 6, 8, 9 & 10) follow at the end for information.

Further elaboration on the discussion points, pros and cons and other issues that were considered by the committee to arrive at these recommendations are found in the committee documentation through 5 successive updates on the PTC website at: http://www.ptc.org/members/bylawscommittee/index.html

userid= building, password = bridges.

3. Recommendations

Recommendation 1:

Replace the title of Executive Director (ED) with Chief Executive Officer (CEO) to establish clear responsibility and relation to the BG and respective roles.

The purpose of the recommendation is to better place the roles of the BG and ED by providing for executive authority and responsibility in a CEO with the Board acting in its prescribed role of strategic planning and fiduciary oversight. While the CEO reports to the BG, the role clarification by title designation delimits the tendency of volunteer BG members to direct operations and gives the CEO the responsibility of executive authority.

Additional Conditions:

The recommendation also is that the CEO should not in any case be a regular

member of the BG but remains an officer of the Council as currently provided in Article

VIII.

Council Officer designations of President, VP, Secretary and Treasurer are recommended to remain with BG members as is the current practise. The BG Chair to remain as President of the Council.

Recommendation 2:

Add one elected seat for a total of 15 instead of 14 elected seats to the BG; distribution to remain the same. 3-year terms for BG members with a 2 consecutive term limit and 1/3 of the BG (5 seats) elected each year.

Currently BG members are elected for 2-year terms with a 3 consecutive term limit. One half (7 seats) are elected each year.

- Move to a 3-year term for BG members with a limit of 2 consecutive terms

(total of 6 years). 3-year terms provide for experience growth on the BG.

- Add a 15th seat to the BG. The intent is to keep the seat allocation based on the

current distribution the same with current maximum of 3 in any one membership

category.

- Each annual election cycle would be for 1/3 of the BG or 5 seats. Provides for sufficient

but not dramatic turnover in each election.

- A transition scheme would need to be developed from the current system of

electing half (7) of the current 14 member BG annually.

There is some concern on turnover of seats if a BG member is “non-performing” and stays on for 3 years. Current bylaws however include a mechanism to remove a BG member.

Recommendation 3:

Add 2 appointed seats to the BG for a grand total of 17 seats.

The purpose of this recommendation is to allow for additional full voting participation on the BG of members who represent identified key stakes in PTC and who can make a significant contribution to PTC that may not otherwise come through the election process.

The committee agreed that the BG should be unfettered to appoint based on the current distribution scheme with limits of no more than 3 seats in any one category.

The modest addition of two appointed seats is seen as appropriate and in view of a maintenance of a large majority of BG seats (15/17 if recommendation 2 is implemented) to be elected.

Additional conditions:

1. BG must define what talent is needed and consider person(s) to match in making an appointment to the BG. Such criteria must be available to the membership.

2. Up to two (2) appointments to the BG could be made in addition to elected members although these are not required to be filled.

3. Current distribution formula of member categories for the elected seats to remain unchanged.

4. SPC consultation is required in making appointments to the BG.

5. Appointments limited to one (1) term or part thereof. (BG cannot renew an unelected appointment; Appointed members to be encouraged to run in the next election.)

6. Appointed term counts toward total maximum consecutive terms allowable per current bylaws.

Recommendation 4:

Add clauses allowing for the replacement of resigned members of the BG or AC (“casual vacancies’)

Currently, vacant seats caused by resignations remain vacant until the next election cycle. This was seen as an impediment to fuller participation of an active Board.

Additional conditions (similar to recommendation 3):

1. Skills and talent requirements be specified and require that the SPC be consulted. The BG will consider SPC comments in making such appointments.

2. Limit the number of appointments to fill vacancies to ensure predominance of elected leadership. (Note: Covered by current clause that requires a special election if the number of filled seats is lower than 9.)

3. Ensure diversity of geographic and industry or service category.

4. Resigned positions need not see replacements from the same organization.

5. At all times, the composition of the BG must comply with Article 5, Section 2.

6. At all times, the composition of the AC must comply with Article 6, Section 2.

7. Appointments for vacancies are not obligatory (the seat could remain vacant).

8. Appointments are for a term ending at the next election. Where such appointment is to fill a seat whose term otherwise ends in another year, then the election for that seat is for year(s) to maintain 1/3 seats elected at each election (assuming recommendation 2 is adopted).

Recommendation 5:

Add clauses for proxies at AC and BG meetings.

Add a clause specifying proxies to Article V, Section 10 to make clear the use of proxies in BG meetings. Also add a similar clause for AC meetings in Article VI, Section 9.

In practise, we have allowed use of proxies in AC meetings although such has not been done to-date in BG meetings. Adding specific clauses will establish appropriate procedures and conditions for the use of proxies. Legal counsel can specify language that gives proxy to another individual in place of the BG or AC member or gives proxy to another BG or AC member.

Note: There is already a specific clause for member proxies at the annual or special members’ meetings (Article 2, Section 8.F.)

Recommendation 6: (not necessarily as a bylaw modification)

Allow the BG more flexibility in setting up committees.

This recommendation is the culmination of a proposal that began on a different issue in terms of potentially adding more appointed seats to the AC.

The intent is to engage major players with a key stake in PTC and the industry from a financial perspective (largely in terms of sponsorships) that can help shape the organization to not only provide consistency and stability in financing but also attract other key players and continue to build the organization.

Summary:

While the intent is generally accepted and seen as timely, the issue is whether or not a modification of the current AC structure with 12 appointed seats and 38 elected seats (meant as member advisors to the BG on multiple aspects of the organization) is the most proficient means to address the intent. The purpose may not be best served by having these stakeholders as just a portion of the AC that may dilute their effectiveness.

As an alternative, the current bylaws provide the BG with the authority to establish committees of the board and members. Rather than change the structure of the AC, with potential effects regarding the membership distribution, a properly constituted high-level committee of appointed member stakeholders may better serve the intent of the proposal.

Such a committee, given an appropriate name and mandate to provide advice and recommendations to the BG in matters that stabilize and build the financial viability of the organization, may be considered a more appropriate avenue to achieve the purpose. Such a committee may nevertheless draw some of its members from the AC, if desired, that also currently represent key financial interests.

While it is the prerogative of the Board to formulate Board and Member committees as currently defined in the bylaws, it was the consensus that these definitions might be modified to give the BG even more flexibility in terms of setting up committees that might also include non-members as may be needed, including if desired, the type of committee described above for the original intent of the proposal.

Recommendation 7: (not necessarily as a bylaw modification)

Five (5) policy suggestions for best practices.

During the course of the review, the committee also sought legal counsel recommendations for areas that might need administrative or best practices updates. The proposal was to provide modifications related to current best practices and recommendations for accountability in not-for-profit organizations that may have acquired a greater profile in recent years as well as review for potential administrative revisions/clarifications.

Legal Counsel has provided the following five (5) recommendations for Board policy revision as agreed to by the review committee.

7a) Recommend the BG establish clear policies with regard to whistleblower and document preservation.

1. Whistleblower protection:  The U.S. federal Sarbanes-Oxley Act (SOX) protects whistleblowers who report what they reasonably believe is illegal activity.  Even non-profit corporations may not discharge, demote, suspend, threaten harass or in any other manner discriminate against such whistleblowers.  SOX grants whistleblowers the right to file a civil suit against the non-profit for retaliation.

2. Document Preservation:  SOX makes it a federal crime to destroy, alter or falsify any document (including audited records) if the purpose is to prevent its use in an official proceeding such as a government investigation (this was the Arthur Anderson problem).
   
   
   

7b) Recommend the BG establish board committees for audit, compensation and governance.

Consistent with both the post-SOX era and having BG reserve its role to that of a board of directors and not day-to-day managers.... make sure that the BG has those committees that are customary for all boards:  audit, compensation, governance -- in addition to any others that the BG wishes to establish for other purposes.  The financial oversight role of boards (even nonprofits) is the primary risk area that needs to be covered. 

Currently the BG does have a financial committee headed by the Treasurer.

7c) Recommend the BG establish clear policies of reporting by the ED/CEO.

The financial oversight role of boards (even nonprofits) is the primary risk area that needs to be covered.  With a CEO (recommendation 1), the Board should be reserving its role to strategic direction and oversight -- receiving reports from management particularly with regard to its finances. 

The Board currently receives reports particularly with regard to finances. This is done currently through monthly/quarterly reports by the Fiscal Manager and annual budget drafts and approvals through the ED to the Board.

However, clearer reports on other matters might also be established.

The Attorney General of Hawaii now is authorized to require a charitable organization to submit audited financials -- prior to SOX, it was not so.  PTC is in compliance and has had audited financials for many years prior to this requirement.

7d) Recommend the BG establish a membership criteria and/or a procedure for expelling a member "for cause".

The Hawaii Nonprofit Act, Section 414D-89 stipulates certain minimum provisions.  For instance, an expulsion procedure is deemed to be "fair and reasonable" if it provides:

(i)   At least 15 days prior written notice,
(ii)   An opportunity for the member to be heard orally or in writing not less than 5 days before the effective date, or
(iii)  It is fair and reasonable taking into consideration all relevant facts and circumstances

It is recommended a procedure would have all three elements at a minimum.

Any proceeding challenging an expulsion must commence within one year of the effective date and an expelled member is still liable for dues incurred at the time of expulsion.

4. Proposals Not Recommended

[Original proposals #4, 6, 8, 9 & 10]

Company based seats

Make BG/AC seats company-based as opposed to the current individually-based seats through election on a distribution of regions and membership categories.

The committee does not agree to the proposal and concurred that it can be dropped in favour of incorporating such consideration in recommendations 3 &4 when making appointments to fill vacancies on the BG or AC as well as appointments to the BG for the two proposed unelected seats.

____________________________________________________________________

AC terms

Consider improving the staggering of AC terms so there's an election every year.  This gives a chance for ongoing renewal more regularly. The administration would be minimal since we have an election every year for our BG.  

There is no clear dysfunction of the current system that this proposal would remedy. Utility of the AC is more a function of the BG’s use of this body and the tasks assigned to it. It is a matter of encouragement of AC members to participate in various aspects of the organization rather than more frequent renewal. The committee does not agree to the proposal.

____________________________________________________________________

AC Appointed Seats

For appointed AC seats, consider letting the BG appoint each year using the normal terms so that appointed seats are also staggered.   [e.g. If 4 yr terms, then BG could appoint 1 each year.  Purpose would be to draw in representation, expertise, skills, capabilities we don't have.]

Note: Appointed seats are currently entirely at the discretion of the BG. The time appointments can be made and the length of terms are also not specified in the bylaws, although the practise has been for a standard 4-year term beginning from the date of appointment which has typically been at the annual conference.

Summary: The proposal may not be necessary in light of the flexibility of the current bylaws that allow the BG to set the terms of appointment, though not explicitly stated as such. No clear argument in favour of the change that may only unnecessarily add restrictions to these appointments. The issue of drawing in representation, expertise, skills and capabilities is perhaps more a matter of identifying such qualified individuals rather than the mechanism to appoint them to the AC. The committee does not agree to the proposal.

____________________________________________________________________

Election distribution/membership categories

Rethink exclusive use of regional constituencies.  As ICTs become more global, this seems a limiting sole basis for constituencies.  We want to be inclusive across many dimensions including geography but also across sector, role, gender, ethnicity, etc.  (This is also one of the values of allowing more appointments.)

Summary: Issues of this proposal were discussed throughout the committee’s deliberations Overriding arguments to not make recommendations included the difficulty of such a major change with no proposed alternative to current system that was clearly a significant remedy.

The committee has taken a conservative approach in terms of not recommending changes to the current membership/regional category formula for distribution of seats on the BG and AC despite some current perceived anomalies especially with regard to more global entities. These were not seen as sufficient to warrant such a major change and no suitable alternatives were considered. It was noted that the current bylaws do give the BG a measure of flexibility in assigning member/regional categories.

A number of considerations regarding this have been incorporated in the conditions of the more modest recommendations 3 & 4. As a result, the committee does not agree to the proposal.

____________________________________________________________________

Composition of the SPC

Make the succession planning committee (SPC) a combination of BG and AC members (who are not up for election).

Summary: The committee notes that the current separation of the BG from the SPC provides for transparency and autonomy for the functioning of the election and that the BG has avenues for input without serving directly on the SPC. Further, it should be left to the individual serving on the SPC to determine if they should do so during an election for which they are a candidate and that the bylaws do not need to disallow this as there are safeguards through a specified process and independent vote counted and certified by an outside accounting firm. The committee does not agree to the proposal.

____________________________________________________________________

____________________________________________________________________

Update (5)
PTC Bylaws Review
Proposals
For Committee Discussion
(as of 27 September 2007)

 

Contents:

I.    Recommended Proposals:   # 1, 3, 5, 7, 11 & 12
II.   Remaining Proposal Discussed in a First Round:   # 2
III.  Proposals Not Recommended (Dropped):   #4, 6, 8, 9 & 10

 

I.  Recommended Proposals:  # 1, 3, 5, 7, 11 & 12

Proposal 1:  Resignations (“casual vacancies”)

Add a clause allowing for the replacement of resigned members of the BG or AC (“casual vacancies”).  Currently, vacated or unfilled seats from an election remain vacant until the next election.

The Committee agreed to the proposal subject to:

1. Skills and talent requirements be specified and require that the SPC be consulted. The BG will consider SPC comments in making such appointments.
2. Limit the number of appointments to ensure predominance of elected leadership. (Note: Covered by current clause that requires a special election if the number of filled seats is lower than 9.)
3. Ensure diversity of geographic and industry or service category.
4. Resigned positions need not see replacements from the same organization.
5. At all times, the composition of the BG must comply with Article 5, Section 2. 
6. At all times, the composition of the AC must comply with Article 6, Section 2. 
7. Appointments for vacancies are not obligatory (the seat could remain vacant).
8. Appointments are for a term ending at the next election. Where such appointment is to fill a seat whose term otherwise ends a year later, then the election for that seat is for one year to maintain 50% of seats elected at each election.

Action needed if accepted by the Board:  Amend Article V, section 9 & Article VI, section 8 and other sections as necessary to meet the above requirements.

Decision:  The committee has agreed to recommend the proposal subject to specific language to be drafted.  To be submitted as a recommendation to the BG pending entire package of recommendations.

____________________________________________________________________

Proposal 3:  Appointed Seats to the BG

Make allowance for a few BG appointed seats to BG.

The Committee agreed to the proposal subject to:

1. BG must define what talent is needed and consider person(s) to match in making an appointment to the BG. Such criteria must be available to the membership.
2. Up to two (2) appointments to the BG could be made in addition to the current 14 elected members for a total of 16 BG members.
3. Current distributions of member categories for the 14 elected seats to remain unchanged.
4. SPC consultation is required in making appointments to the BG.
5. Appointments limited to one (1) term or part thereof. (BG cannot renew an unelected appointment; Appointed members to be encouraged to run in the next election.)
6. Appointed term counts toward total maximum consecutive terms allowable per current bylaws.

 

Action needed if accepted by the BG:  Add a section to Article V to include up to two appointed BG members including specifications above.

Decision:  The committee has agreed to recommend the proposal with above conditions including emphasizing the key provision for SPC consultation; Subject to a draft of specific language and overall package of recommended proposals.  It was agreed the two appointed members should be full voting members of the BG. 

The committee tentatively agreed that the BG would not be obligated to appoint based on the current distribution scheme with limits of no more than 3 seats in any one category and seeks legal counsel clarification if such might require a vote of the membership.

____________________________________________________________________

Proposal 5:  Best practices

Provide modifications related to current best practices and recommendations for accountability in not-for-profit organizations that may have acquired a greater profile in recent years as well as review for potential administrative revisions/clarifications.

To be recommended by our legal counsel.

Decision:  Legal Counsel to prepare draft language for necessary recommendations if any.

____________________________________________________________________

Proposal 7: BG terms (and addition of a 15th elected seat)

Lengthen BG terms to 3 or even 4 years with a term limit lessened from 3 to 2 years per election and a 2 term limit?

            The committee has agreed to the following:

            -  Move to a 3-year term for BG members with a limit of 2 consecutive terms
               (total of 6 years).  3-year terms provide for experience growth on the BG.
            -  Add a 15th seat to the BG.  The intent is to keep the seat allocation based on the
               current distribution the same with current maximum of 3 in any one membership
               category.  With proposal #3, this would create a 17 member BG.
            -  Each annual election cycle would be for 1/3 of the BG or 5 seats. Provides for sufficient
                but not dramatic turnover in each election.
            -  A transition scheme would need to be developed from the current system of
               electing half (7) of the current 14 member BG annually.

            Note: Need to adjust provisions of Proposal 1 & 3 accordingly if accepted.

There is some concern on turnover of seats if a BG member is “non-performing”
and stays on for 3 years. Current bylaws however include a mechanism to remove a BG member.

            Action needed if accepted by the BG:  Modify Article V as necessary to include
            the above provisions.

            Decision:  The committee agrees to the proposal.

____________________________________________________________________

Proposal 11:  Executive Director as CEO/President

Make the ED the President and/or CEO rather than assign this role to the volunteer BG Chair. 

The intent of the proposal is to better place the roles of the BG and ED by providing for executive authority and responsibility in the CEO with the Board acting in its prescribed role of strategic planning and fiduciary oversight.  While the CEO reports to the BG, the role clarification by title designation delimits the tendency of volunteer BG members to direct operations and gives the CEO the responsibility of executive authority.

Summary:  
           
Some concern for where executive authority rests in the case when there is not an ED/CEO.  BG has in any case oversight responsibility.

Concern as to the designations of President, VP, Secretary and Treasurer as officers/directors of the organization as may be required under Hawaii State law.  Preference is to keep these designations with BG members and with the BG Chair designated as President though this may not be altogether standard.
           
            The recommendation also is that the ED/CEO should not in any case be a regular
            member of the BG but remains an officer of the Council as currently provided in Article
            VIII.

                        Action needed if accepted by the BG:  Modify Article VII and VIII as necessary.

Decision:  The committee agrees to the proposal to assign the title of CEO to the Executive Director and pending confirmation by Legal Counsel of requirements for officer designations of President, VP, Secretary and Treasurer as may be required by Hawaii State law and as are currently assigned (and may remain) to BG members.

____________________________________________________________________

 

Proposal 12:  BG and AC Meeting Proxies

Add a clause specifying proxies to Article V, Section 10 to make clear the use of proxies in BG meetings.  Should also add a similar clause for AC meetings in Article VI, Section 9. 

In practise, we have allowed use of proxies in AC meetings although such has not been done to-date in BG meetings.

To be recommended by our legal counsel.

Note:  There is already a specific clause for member proxies at the annual or special members’ meetings (Article 2, Section 8.F.)

Decision: The committee agrees to the proposal. 

____________________________________________________________________

 

II.  Remaining Proposal Discussed in a First Round:  # 2

Proposal  2: Appointed AC seats (discussed 26 Sept)

Increase the number of BG appointed seats on the AC to bring on well-qualified individuals with the capacity to make significant contributions to PTC.

The intent of the proposal is to engage major players with a key stake in PTC and the industry from a financial perspective (largely in terms of sponsorships) that can help shape the organization to not only provide consistency and stability in financing but also attract other key players and continue to build the organization.

            Summary:

While the intent is generally accepted and seen as timely, the issue is whether or not a modification of the current AC structure with 12 appointed seats and 38 elected seats (meant as member advisors to the BG on multiple aspects of the organization) is the most proficient means to address the intent.  The purpose may not be best served by having these stakeholders as just a portion of the AC that may dilute their effectiveness.

As an alternative, the current bylaws provide the BG with the authority to establish committees of the board and members.  Rather than change the structure of the AC, with potential effects regarding the membership distribution, a properly constituted high-level committee of appointed member stakeholders may better serve the intent of the proposal. 

Such a committee, given an appropriate name and mandate to provide advise and recommendations to the BG in matters that stabilize and build the financial viability of the organization, may be considered a more appropriate avenue to achieve the purpose. Such a committee may nevertheless draw some of its members from the AC, if desired, that also currently represent key financial interests.

Tentative recommendation:  The proposal is accepted as to intent but not in terms of modifying the current structure of the AC as a solution.  Instead, it is agreed that the BG may wish to constitute a high level member committee for this purpose, which does not require a bylaw modification, and may better serve the purpose.

____________________________________________________________________

 

III.  Proposals Not Recommended:  #4, 6, 8, 9 & 10

Proposal 4:  Company based seats

Make BG/AC seats company-based as opposed to the current individually-based seats through election on a distribution of regions and membership categories.

The committee does not agree to the proposal and concurred that it can be dropped in favour of incorporating such consideration as listed in Proposal 1 & 3 when making appointments to fill vacancies on the BG or AC as well as appointments to the BG for the two proposed unelected seats.

Decision:  Proposal #4 is dropped.

____________________________________________________________________

Proposal 6:  AC terms

Consider improving the staggering of AC terms so there's an election every year.  This gives a chance for ongoing renewal more regularly. The administration would be minimal since we have an election every year for our BG.  

Summary:

There is no clear dysfunction of the current system that this proposal would remedy.  Utility of the AC is more a function of the BG’s use of this body and the tasks assigned to it.  It is a matter of encouragement of AC members to participate in various aspects of the organization rather than more frequent renewal.

The committee does not agree to the proposal.

Decision:  Proposal #6 is dropped.

 

____________________________________________________________________

Proposal 8:  AC:  Appointed Seats

For appointed AC seats, consider letting the BG appoint each year using the normal terms so that appointed seats are also staggered.   [e.g. If 4 yr terms, then BG could appoint 1 each year.  Purpose would be to draw in representation, expertise, skills, capabilities we don't have.]

Note: Appointed seats are currently entirely at the discretion of the BG.  The time appointments can be made and the length of terms are also not specified in the bylaws, although the practise has been for a standard 4-year term beginning from the date of appointment which has typically been at the annual conference.

Summary:  The proposal may not be necessary in light of the flexibility of the current bylaws that allow the BG to set the terms of appointment, though not explicitly stated as such.  No clear argument in favour of the change that may only unnecessarily add restrictions to these appointments.  The issue of drawing in representation, expertise, skills and capabilities is perhaps more a matter of identifying such qualified individuals rather than the mechanism to appoint them to the AC.

            The committee does not agree to the proposal.

            Decision:   Proposal #8 is dropped.
____________________________________________________________________

Proposal 9:  Election distribution/membership categories

Rethink exclusive use of regional constituencies.  As ICTs become more global, this seems a limiting sole basis for constituencies.  We want to be inclusive across many dimensions including geography but also across sector, role, gender, ethnicity, etc.  (This is also one of the values of allowing more appointments.)

The committee does not agree to the proposal.

Discussed in view of proposal #3, overriding arguments included difficulty of such a major change with no proposed alternative to current system that was clearly a significant remedy.

                Decision: Proposal #9 is dropped.

____________________________________________________________________

Proposal 10:  Composition of SPC

Make the succession planning committee (SPC) a combination of BG and AC members (who are not up for election).

Summary: The committee notes that the current separation of the BG from the SPC provides for transparency and autonomy for the functioning of the election and that the BG has avenues for input without serving directly on the SPC.   Further, it should be left to the individual serving on the SPC to determine if they should do so during an election for which they are a candidate and that the bylaws do not need to disallow this as there are safeguards through a specified process and independent vote counted and certified by an outside accounting firm.

The committee does not agree to the proposal.

Decision:  Proposal #10 is dropped.
____________________________________________________________________

Update (4)
PTC Bylaws Review
Proposals
For Committee Discussion
(as of 12 September 2007)

Contents:

I.      Proposals with Decisions (# 1, 3, 4, 5, 9 & 12) 
II.     Proposal Discussed through a Second Round with Tentative Decision (# 7)
III.    Proposals Discussed in a First Round w/ Recommendations to Date (# 6, 8, 10 & 11)
IV.    Proposal Not Yet Discussed (# 2)

I.  Proposals with Committee Recommendations (# 1, 3, 4, 5, 9 & 12)

Proposal 1:  Resignations (“casual vacancies”) (Discussed during 8 & 22 August call; recommendation confirmed 12 Sept)

Add a clause allowing for the replacement of resigned members of the BG or AC (“casual vacancies”).  Currently, vacated or unfilled seats from an election remain vacant until the next election.

The Committee agreed to the proposal subject to:

1. Skills and talent requirements be specified and require that the SPC be consulted. The BG will consider SPC comments in making such appointments.
2. Limit the number of appointments to ensure predominance of elected leadership. (Note: Covered by current clause that requires a special election if the number of filled seats is lower than 9.)
3. Ensure diversity of geographic and industry or service category.
4. Resigned positions need not see replacements from the same organization.
5. At all times, the composition of the BG must comply with Article 5, Section 2. 
6. At all times, the composition of the AC must comply with Article 6, Section 2. 
7. Appointments for vacancies are not obligatory (the seat could remain vacant).
8. Appointments are for a term ending at the next election. Where such appointment is to fill a seat whose term otherwise ends a year later, then the election for that seat is for one year to maintain 50% of seats elected at each election.

Action needed if accepted by the Board:  Amend Article V, section 9 & Article VI, section 8 and other sections as necessary to meet the above requirements.

Decision:  The committee has agreed to recommend the proposal subject to specific language to be drafted.  To be submitted as a recommendation to the BG pending entire package of recommendations.

____________________________________________________________________

Proposal 3:  Appointed Seats to the BG (Discussed during 8 & 22 August call, recommendation confirmed on 12 Sept)

Make allowance for a few BG appointed seats to BG.

The Committee agreed to the proposal subject to:

1. BG must define what talent is needed and consider person(s) to match in making an appointment to the BG. Such criteria must be available to the membership.
2. Up to two (2) appointments to the BG could be made in addition to the current 14 elected members for a total of 16 BG members.
3. Current distributions of member categories for the 14 elected seats to remain unchanged.
4. SPC consultation is required in making appointments to the BG.
5. Appointments limited to one (1) term or part thereof. (BG cannot renew an unelected appointment; Appointed members to be encouraged to run in the next election.)
6. Appointed term counts toward total maximum consecutive terms allowable per current bylaws.

Action needed if accepted by the Board:  Add a section to Article V to include up to two appointed BG members including specifications above.

Decision:  The committee has agreed to recommend the proposal with above conditions including emphasizing the key provision for SPC consultation; Subject to a draft of specific language and overall package of recommended proposals.  It was agreed the two appointed members should be full voting members of the BG. 

The committee tentatively agreed that the BG would not be obligated to appoint based on the current distribution scheme with limits of no more than 3 seats in any one category and seeks legal counsel clarification if such might require a vote of the membership.

____________________________________________________________________

Proposal 4:  Company based seats (Discussed during 8 & 22 August call)

Make BG/AC seats company-based as opposed to the current individually-based seats through election on a distribution of regions and membership categories.

The Committee did not agree to the proposal and concurred that it can be dropped in favour of incorporating such consideration as listed in Proposal 1 & 3 when making appointments to fill vacancies on the BG or AC as well as appointments to the BG for the two proposed unelected seats.

Decision:  Proposal #4 is dropped.
____________________________________________________________________

Proposal 5:  Best practices (discussed 22 Aug and agreed 12 Sept)

Provide modifications related to current best practices and recommendations for accountability in not-for-profit organizations that may have acquired a greater profile in recent years as well as review for potential administrative revisions/clarifications.

To be recommended by our legal counsel.

Decision:  Legal Counsel to prepare draft language for necessary recommendations if any.

____________________________________________________________________

Proposal 9:  Election distribution/membership categories (discussed 22 Aug and agreed 12 Sept)

Rethink exclusive use of regional constituencies.  As ICTs become more global, this seems a limiting sole basis for constituencies.  We want to be inclusive across many dimensions including geography but also across sector, role, gender, ethnicity, etc.  (This is also one of the values of allowing more appointments.)

The committee did not agree to this proposal.

Discussed in view of proposal #3, overriding arguments included difficulty of such a major change with no proposed alternative to current system that was clearly a significant remedy.

                Decision: Proposal #9 is dropped.

____________________________________________________________________

Proposal 12:  BG and AC Meeting Proxies  (discussed 22 Aug and agreed 12 Sept)

Add a clause specifying proxies to Article V, Section 10 to make clear the use of proxies in BG meetings.  Should also add a similar clause for AC meetings in Article VI, Section 9. 

In practise, we have allowed use of proxies in AC meetings although such has not been done to-date in BG meetings.

To be recommended by our legal counsel.

Note:  There is already a specific clause for member proxies at the annual or special members’ meetings (Article 2, Section 8.F.)

Decision: The committee agreed to the proposal.  Legal counsel to draft specific language.

____________________________________________________________________

II.  Proposals Through a Second Round of Discussion with Tentative Decisions  (# 7)

Proposal 7: BG terms:  (discussed 22 Aug and 12 Sept)

Lengthen BG terms to 3 or even 4 years with a term limit lessened from 3 to 2 years per election and a 2 term limit?

            The committee has agreed to the following:

            -  Move to a 3-year term for BG members with a limit of 2 consecutive terms
               (total of 6 years).
            -  Add a 15th seat to the BG. (need to discuss what distribution category to assign)
               With proposal 3, this would create a 17 member BG.
            -  Each annual election cycle would be for 1/3 of the BG or 5 seats.
            -  A transition scheme would need to be developed from the current system of
               electing ½ of 14-member BG annually.

            Note: Need to adjust provisions of Proposal 1 & 3 accordingly if accepted.

There is some concern on turnover of seats if a BG member is “non-performing”
and stays on for 3 years. Current bylaws however include a mechanism to remove a BG member.

            Tentative Decision:  The committee agrees to this proposal. 

____________________________________________________________________

III.  Proposals Discussed in a First Round with Recommendations to Date (# 6, 8, 10 & 11)

Proposal 6:   AC terms  (discussed 12 Sept)

Consider improving the staggering of AC terms so there's an election every year.  This gives a chance for ongoing renewal more regularly. The administration would be minimal since we have an election every year for our BG.  

Summary:

There is no clear dysfunction of the current system that this proposal would remedy.  Utility of the AC is more a function of the BG’s use of this body and the tasks assigned to it.  It is a matter of encouragement of AC members to participate in various aspects of the organization rather than more frequent renewal.

Recommendation to date:  The committee does not agree to the proposal.

____________________________________________________________________

Proposal 8:  AC:  Appointed Seats   [see also proposal #2]  (discussed 12 Sept)

For appointed AC seats, consider letting the BG appoint each year using the normal terms so that appointed seats are also staggered.   [e.g. If 4 yr terms, then BG could appoint 1 each year.  Purpose would be to draw in representation, expertise, skills, capabilities we don't have.]

Note: Appointed seats are currently entirely at the discretion of the BG.  The time appointments can be made and the length of terms are also not specified in the bylaws, although the practise has been for a standard 4-year term beginning from the date of appointment which has typically been at the annual conference.

Summary:  The proposal is not in full view of the flexibility of the current bylaws that allow the BG to set the terms of appointment, though not explicitly stated as such.  No clear argument in favour of the change which may only unnecessarily add restrictions to these appointments.  The issue of drawing in representation, expertise, skills and capabilities is perhaps more a matter of identifying such qualified individuals rather than the mechanism to appoint them to the AC.

            Recommendation to date:  The committee does not agree to the proposal.

____________________________________________________________________

Proposal 10:  Composition of SPC (discussed 12 Sept)

Make the succession planning committee (SPC) a combination of BG and AC members (who are not up for election).

Summary: The committee notes that the current separation of the BG from the SPC provides for transparency and autonomy for the functioning of the election  and that the BG has avenues for input without serving directly on the SPC.   Further, it should be left to the individual serving on the SPC to determine if they should do so during an election for which they are a candidate and that the bylaws do not need to disallow this as there are safeguards in the process through a specified process and independent vote.

Recommendation to date:  The committee does not agree to the proposal.

____________________________________________________________________

Proposal 11:   Executive Director as President  (discussed 12 Sept)

Make the ED the President and/or CEO rather than assign this role to the volunteer BG Chair. 

Summary:  
           
Some concern for where executive authority rests in the case when there is not an ED.  BG has in any case oversight responsibility.
 
The title of President might be assigned to the ED for purposes of Hawaii State Law but not necessarily used by the ED and/or discouraged from use by the BG.

President may be viewed by many as typically an elected official in a non-profit organization, so it may not be as appropriate to assign to a non-elected official.  President as the executive officer is however a norm in commercial business.
           
            The recommendation also is that the ED/President should not in any case be a member
            of the BG.

Recommendation to date:  The committee agrees to the proposal to assign the title
of President to the Executive Director.

_____________________________________________________

IV.   Proposals Not Yet Discussed  (# 2)

Proposal  2: Appointed AC seats (Source: John Janowiak)  [see also proposal 8]

Increase the number of BG appointed seats on the AC to bring on well qualified individuals with the capacity to make significant contributions to PTC.

1. Why is the change necessary (purpose)?

The AC needs a renewed charter of specific roles and responsibilities
that add value to PTC and its programs. The BG appointed seats on the AC
can guide the AC in a positive direction to obtain useful input and
industry relations/ contacts.

BG appointed seats on the AC must be from leading corporations with a
significant financial stake in PTC.

1. What is specifically proposed?

Identify the current and potential top corporate supporting organizations for membership on the BG with a corresponding AC seat. Engage these important members in areas of future growth potential.

1. Arguments in favour:

Top corporate funding and involvement ads tremendous stability for PTC.

Larger corporate participation drives quality leadership into PTC.

Revitalization of current PTC programs and creation of new PTC programs.

Closer linkage between the BG and the AC. Keeping both organizations
focused on positive initiatives.

1. Arguments against:

Demands of serving on two boards for the corporate (volunteer) board member are more significant.

AC's direct access to BG members in a formal open setting / forum can
backfire if not managed.

Less stability during economic down turns.

PTC's agenda may sway towards larger corporate interests vs. being
industry neutral.

_________________________________________

Update (3)
PTC Bylaws Review
Proposals
For Committee Discussion
(as of 23 August 2007)

Contents:

I. Proposals Discussed Through a Second Round (# 1,3 & 4) 
II. Proposals Discussed in a First Round (#5, 7, 9 & 12)
III. Proposals Not Yet Discussed (# 2, 6, 8, 10 & 11)

I. Proposals Discussed Through a Second Round (# 1, 3 & 4)

Proposal 1: Resignations (“casual vacancies”) (Discussed during 8 & 22 August call)

Add a clause allowing for the replacement of resigned members of the BG or AC (“casual vacancies”). Currently, vacated or unfilled seats from an election remain vacant until the next election.

The Committee agreed to the proposal subject to:

• Skills and talent requirements be specified and require that the SPC be consulted. The BG will consider SPC comments in making such appointments.
• Limit the number of appointments to ensure predominance of elected leadership. (Note: Covered by current clause that requires a special election if the number of filled seats is lower than 9.)
• Ensure diversity of geographic and industry or service category.
• Resigned positions need not see replacements from the same organization.
• At all times, the composition of the BG must comply with Article 5, Section 2. 
• At all times, the composition of the AC must comply with Article 6, Section 2. 
• Appointments for vacancies are not obligatory (the seat could remain vacant).
• Appointments are for a term ending at the next election. Where such appointment is to fill a seat whose term otherwise ends a year later, then the election for that seat is for one year to maintain 50% of seats elected at each election.

 

Action needed if accepted by the Board: Amend Article V, section 9 & Article VI, section 8 and other sections as necessary to meet the above requirements.

Decision: The committee has agreed to recommend the proposal subject to specific language to be drafted. To be submitted as a recommendation to the BG pending entire package of recommendations.

____________________________________________________________________

Proposal 3: Appointed Seats to the BG (Discussed during 8 & 22 August call)

Make allowance for a few BG appointed seats to BG.

The Committee agreed to the proposal subject to:

• BG must define what talent is needed and consider person(s) to match in making an appointment to the BG. Such criteria must be available to the membership.
• Up to two (2) appointments to the BG could be made in addition to the current 14 elected members for a total of 16 BG members.
• Current distributions of member categories for the 14 elected seats to remain unchanged.
• SPC consultation is required in making appointments to the BG.
• Appointments limited to one (1) term or part thereof. (BG cannot renew an unelected appointment; Appointed members to be encouraged to run in the next election.)
• Appointed term counts toward total maximum consecutive terms allowable per current bylaws.

 

Action needed if accepted by the Board: Add a section to Article V to include up to two appointed BG members including specifications above.

Decision: The committee has agreed to recommend the proposal with above conditions including emphasizing the key provision for SPC consultation; Subject to a draft of specific language and overall package of recommended proposals. It was agreed the two appointed members should be full voting members of the BG. 

An issue remains as to whether the BG is obligated to appoint based on the current distribution scheme with limits of no more than 3 seats in any one category. In addition, depending upon how this is decided, it remains to be determined whether the proposal should be taken to the PTC membership for a vote. The current disposition of the committee is toward recommending this.

____________________________________________________________________

Proposal 4: Company based seats (Discussed during 8 & 22 August call)

Make BG/AC seats company-based as opposed to the current individually-based seats through election on a distribution of regions and membership categories.

The Committee did not agree to the proposal and concurred that it can be dropped in favour of incorporating such consideration as listed in Proposal 1 & 3 when making appointments to fill vacancies on the BG or AC as well as appointments to the BG for the two proposed unelected seats.

Decision: Proposal #4 is dropped.
____________________________________________________________________

II. Proposals Through a First Round of Discussion (# 5, 7, 9 & 12)

Proposal 5: Best practices (discussed 22 Aug)

Provide modifications related to current best practices and recommendations for accountability in not-for-profit organizations that may have acquired a greater profile in recent years as well as review for potential administrative revisions/clarifications.

To be recommended by our legal counsel.

Legal Counsel to prepare draft language for any necessary recommendations.
____________________________________________________________________

Proposal 7: BG terms: (discussed 22 Aug)

Lengthen BG terms to 3 or even 4 years with a term limit lessened from 3 to 2 years per election and a 2 term limit?

The committee has agreed to the following:

• Move to a 3-year term for BG members with a limit of 2 consecutive terms
  (total of 6 years).
• Add a 15th seat to the BG. (need to discuss what distribution category to assign)
  With proposal 3, this would create a 17 member BG.
• Each annual election cycle would be for 1/3 of the BG or 5 seats.
• A transition scheme would need to be developed from the current system of
  electing ½ of 14-member BG annually.

Note: Need to adjust provisions of Proposal 1 & 3 accordingly if accepted.

____________________________________________________________________

Proposal 9: Election distribution/membership categories (discussed 22 Aug)

Rethink exclusive use of regional constituencies. As ICTs become more global, this seems a limiting sole basis for constituencies. We want to be inclusive across many dimensions including geography but also across sector, role, gender, ethnicity, etc. (This is also one of the values of allowing more appointments.)

The committee did not agree to this proposal. Discussed in view of proposal #3, overriding arguments included difficulty of such a major change with no proposed alternative to current system that was clearly a significant remedy. However, one idea was to place all For-Profit members in one global category and have Individuals and Non-profits retain regional categories. Overall however, it was the consensus that this proposal might be dropped.

____________________________________________________________________

Proposal 12: BG and AC Meeting Proxies (discussed 22 Aug)

Add a clause specifying proxies to Article V, Section 10 to make clear the use of proxies in BG meetings. Should also add a similar clause for AC meetings in Article VI, Section 9. 

In practise, we have allowed use of proxies in AC meetings although such has not been done to-date in BG meetings.

To be recommended by our legal counsel.

Note: There is already a specific clause for member proxies at the annual or special members’ meetings (Article 2, Section 8.F.)

The committee agreed to the proposal. Legal counsel to draft specific language.

____________________________________________________________________

III. Proposals Not Yet Discussed (# 2, 6, 8, 10 & 11)

Proposal 2: Appointed AC seats (Source: John Janowiak) [see also proposal 8]

Increase the number of BG appointed seats on the AC to bring on well qualified individuals with the capacity to make significant contributions to PTC.

• Why is the change necessary (purpose)?

 

The AC needs a renewed charter of specific roles and responsibilities
that add value to PTC and its programs. The BG appointed seats on the AC
can guide the AC in a positive direction to obtain useful input and
industry relations/ contacts.

BG appointed seats on the AC must be from leading corporations with a
significant financial stake in PTC.

• What is specifically proposed?

 

Identify the current and potential top corporate supporting organizations for membership on the BG with a corresponding AC seat. Engage these important members in areas of future growth potential.

• Arguments in favour:

 

Top corporate funding and involvement ads tremendous stability for PTC.

Larger corporate participation drives quality leadership into PTC.

Revitalization of current PTC programs and creation of new PTC programs.

Closer linkage between the BG and the AC. Keeping both organizations
focused on positive initiatives.

• Arguments against:

 

Demands of serving on two boards for the corporate (volunteer) board member are more significant.

AC's direct access to BG members in a formal open setting / forum can
backfire if not managed.

Less stability during economic down turns.

PTC's agenda may sway towards larger corporate interests vs. being
industry neutral.

____________________________________________________________________

Proposal 6: AC terms (Proposed by David Lassner; Summary by Mark Hukill)

Consider improving the staggering of AC terms so there's an election every year. This gives a chance for ongoing renewal more regularly. The administration would be minimal since we have an election every year for our BG. 

A. Why is the Change Necessary (purpose)?

Currently the AC is not seen by some as very effective and has a number of members that are generally not participatory. The opportunity for more frequent renewal of a quarter of the seats each year instead of half every two years gives the chance for more dynamic participation by allowing some seats to change over annually.

B. What is Specifically Proposed?

Divide the AC into four classes such that there is an election of 25% of the seats each
year.

C. Arguments in favor:

Would have 25% of AC seats up for election each year and would coincide with the 50% BG seats up for election each year such that each election would have both BG and AC seats available.

Would provide for more opportunities to be elected to the AC, possibly filling more seats
and improving renewal to the body.

D. Arguments against:

Secretariat: Disagree that the admin would be minimal. The election process is in fact far more time consuming than it may appear. 

The AC has few powers and is meant to be a group of consultative leaders of PTC providing wise counsel. Two-year cycles for elections are sufficient and allows for stability across good times and down-turns.

There is no clear dysfunction of the current system that this proposal would remedy. It mistakenly equates utility of the AC with the election cycle. Utility is more a function of the BG’s use of this body and the encouragement of AC members to participate in various aspects of PTC.

____________________________________________________________________

Proposal 8: AC: Appointed Seats [see also proposal #2]

For appointed AC seats, consider letting the BG appoint each year using the normal terms so that appointed seats are also staggered. [e.g. If 4 yr terms, then BG could appoint 1 each year. Purpose would be to draw in representation, expertise, skills, capabilities we don't have.]

Note: Appointed seats are currently entirely at the discretion of the BG. The time appointments can be made and the length of terms are also not specified in the bylaws, although the practise has been for a standard 4-year term beginning from the date of appointment which has typically been at the annual conference.

Discussion: The proposal is not in full view of the flexibility of the current bylaws that allow the BG to set the terms of appointment, though not explicitly stated as such. No clear argument in favour of the change which may only unnecessarily add restrictions to these appointments. The issue of drawing in representation, expertise, skills and capabilities is perhaps more a matter of identifying such qualified individuals rather than the mechanism to appoint them to the AC.

____________________________________________________________________

Proposal 10: Composition of SPC (proposed by David Lassner; Summary by Mark Hukill)

Make the succession planning committee (SPC) a combination of BG and AC members (who are not up for election).

A. Why is the Change Necessary (purpose)?

The purpose is to add insight to the SPC process from members of the BG that are closer
to the working needs of the board and to assure that all members of the SPC are not up
for election themselves causing conflicts of interest.

B. What is Specifically Proposed?

Modify the composition of the SPC to include, a) 2 members of the BG, and b) to not
include members of either the BG or AC up for election in that cycle.

C. Arguments in favor: 

a) Provides BG insight to the process.

b) Prevents conflict of interest in the SPC process or appearance for potential
abuse/meddling in the election by those up for election.

D. Arguments against:

a) Will be seen by some as meddling by the BG in the election process. The SPC was established as an independent committee of the AC for the purpose of operating as autonomous an election process as possible.

a) There are already ways in which the BG can provide insight to the process including nominating specific people themselves for the election.

b) Dis-allowing members up for election to serve on the SPC is unnecessarily limiting. Election balloting is handled by the secretariat and the count is handled and certified by an independent accounting firm outside PTC thus mitigating any direct influence on the process by those being elected.

b) May be difficult to maintain process continuity if SPC members are constantly changing due to ineligibility in an election cycle. How many people are there really on the BG and AC who are willing put in their volunteer time for this activity? 

____________________________________________________________________

Proposal 11: Executive Director as President (Summary by David Lassner and Mark Hukill)

Make the ED the President and/or CEO rather than assign this role to the volunteer BG Chair. 

Note: It may not be appropriate however to further make the ED a BG member as has also been suggested as the BG is the ‘boss’ of the ED. Would also then need to amend BG membership from 17 to 18 if proposals #3 & #7 are accepted to also include the unelected ED. 

Discussion: Hawaii State law requires an incorporated entity to have officers as President, Vice President, Secretary and Treasurer. Under the current structure of an elected BG (with the Chair selected by the BG), the current bylaws assigns the required officer title of President to the BG Chair for convenience.

A. Why is the Change Necessary (purpose)?

To indicated clearly that the ED is the responsible operating executive of the organization. Clearly shifts the Board’s role to that only specified in the bylaws of oversight and strategy and gives the management role responsibility to the ED.

B. What is Specifically Proposed?

Change the title of the ED to President. (Amend Article VII & Article VIII) Alternatively, change the title of the ED to CEO (with the additional assigned officer title of President as required by law.) Provide for specific criteria as to the assigned responsibilities as separate from the BG.

C. Arguments in favor:

Recognizes more modern organizational practice. 

BG Chair is an elected, yet volunteer position. The paid ED as an employee of the Board
and should have the executive role and responsibility subject to BG oversight.

Selection of ED gets much more scrutiny than the election of the BG Chair.
An ED as President with BG oversight is far less risky than an abusive Pres/BG Chair.

It is too much to ask the volunteer BG Chair to also serve as the executive officer and handle substantial operating responsibilities directly. May be a disincentive to get good people valuable to the organization to take on this role.

There are a number of examples in industry that have had a CEO/Chair combined position that have resulted in melt-downs.

D. Arguments against:

Current responsibilities of the ED would increase and would require additional clear mechanisms for oversight by the BG and drawing of lines of authority which have yet to be proposed. 

Note: Best practices for relations between a Board and the Executive of non-profit organizations might be consulted for best formulation if the proposal is agreed to.

_________________________________________

 

Update (2)
PTC Bylaws Review
Proposals
For Committee Discussion
(as of 15 August 2007)

Proposal 1:  Resignations (“casual vacancies”) (Discussed during 8 August call)

Add a clause allowing for the replacement of resigned members of the BG or AC (“casual vacancies”).  Currently, vacated or unfilled seats from an election remain vacant until the next election.

The Committee agreed to the proposal subject to:

1. Skills and talent requirements be specified and require that the SPC be consulted. The BG will consider SPC comments in making such appointments.
2. Limit the number of appointments to ensure predominance of elected leadership.
3. Ensure diversity of geographic and industry or service category.
4. Resigned positions need not see replacements from the same organization.
5. At all times, the composition of the BG must comply with Article 5, Section 2. 
6. At all times, the composition of the AC must comply with Article 6, Section 2. 
7. Appointments for vacancies are not obligatory (the seat could remain vacant).
8. Appointments are for a term ending at the next election. Where such appointment is to fill a seat whose term otherwise ends a year later, then the election for that seat is for one year to maintain 50% of seats elected at each election.

Action needed if accepted by the Board:  Amend Article V, section 9 & Article VI, section 8 and other sections as necessary to meet the above requirements.

____________________________________________________________________

Proposal 2:  See below.
____________________________________________________________________

Proposal 3:  Appointed Seats to the BG (Discussed during 8 August call)

Make allowance for a few BG appointed seats to BG.

The Committee agreed to the proposal subject to:

1. BG must define what talent is needed and consider person(s) to match in making an appointment to the BG. Such criteria must be available to the membership.
2. Up to two (2) appointments to the BG could be made in addition to the current 14 elected members for a total of 16 BG members.
3. Current distributions of member categories for the 14 elected seats to remain unchanged.
4. SPC consultation is required in making appointments to the BG.
5. Appointments limited to one (1) term or part thereof. (BG cannot renew an unelected appointment; Appointed members to be encouraged to run in the next election.)
6. Appointed term counts toward total maximum consecutive terms allowable per current bylaws.

 

Action needed if accepted by the Board:  Add a section to Article V to include up to two appointed BG members including specifications above.

 
____________________________________________________________________

Proposal 4:  Company based seats (Discussed during 8 August call)

Make BG/AC seats company-based as opposed to the current individually-based seats through election on a distribution of regions and membership categories.

The Committee did not agree to the proposal and concurred that it can be dropped in favour of incorporating such consideration as listed in Proposal 1 & 3 when making appointments to fill vacancies on the BG or AC as well as appointments to the BG for the two proposed unelected seats.

____________________________________________________________________

To be discussed during 22 Aug call:

Proposal  2: Appointed AC seats (Source: John Janowiak)

Increase the number of BG appointed seats on the AC to bring on well qualified individuals with the capacity to make significant contributions to PTC.

1. Why is the change necessary (purpose)?

 

The AC needs a renewed charter of specific roles and responsibilities
that add value to PTC and its programs. The BG appointed seats on the AC
can guide the AC in a positive direction to obtain useful input and
industry relations/ contacts.

BG appointed seats on the AC must be from leading corporations with a
significant financial stake in PTC.

1. What is specifically proposed?

 

Identify the current and potential top corporate supporting organizations for membership on the BG with a corresponding AC seat. Engage these important members in areas of future growth potential.

1. Arguments in favour:

 

Top corporate funding and involvement ads tremendous stability for PTC.

Larger corporate participation drives quality leadership into PTC.

Revitalization of current PTC programs and creation of new PTC programs.

Closer linkage between the BG and the AC. Keeping both organizations
focused on positive initiatives.

1. Arguments against:

 

Demands of serving on two boards for the corporate (volunteer) board member are more significant.

AC's direct access to BG members in a formal open setting / forum can
backfire if not managed.

Less stability during economic down turns.

PTC's agenda may sway towards larger corporate interests vs. being
industry neutral.

____________________________________________________________________

Proposal 5:  Best practices

Provide modifications related to current best practices and recommendations for accountability in not-for-profit organizations that may have acquired a greater profile in recent years as well as review for potential administrative revisions/clarifications.

To be recommended by our legal counsel.

____________________________________________________________________

Proposal 6:   AC terms (Summary by Mark Hukill)

Consider improving the staggering of AC terms so there's an election every year.  This gives a chance for ongoing renewal more regularly. The administration would be minimal since we have an election every year for our BG.  

A.  Why is the Change Necessary (purpose)?

Currently the AC is not seen by some as very effective and has a number of members that are generally not participatory.  The opportunity for more frequent renewal of a quarter of the seats each year instead of half every two years gives the chance for more dynamic participation by allowing some seats to change over annually.

B.  What is Specifically Proposed?

Divide the AC into four classes such that there is an election of 25% of the seats each
year.

C.  Arguments in favor:

Would have 25% of AC seats up for election each year and would coincide with the 50% BG seats up for election each year such that each election would have both BG and AC seats available.

            Would provide for more opportunities to be elected to the AC, possibly filling more seats
            and improving renewal to the body.

D.  Arguments against:

Secretariat: Disagree that the admin would be minimal. The election process is in fact far more time consuming than it may appear. 

The AC has few powers and is meant to be a group of consultative leaders of PTC providing wise counsel.  Two-year cycles for elections are sufficient and allows for stability across good times and down-turns.

There is no clear dysfunction of the current system that this proposal would remedy.  It mistakenly equates utility of the AC with the election cycle. Utility is more a function of the BG’s use of this body and the encouragement of AC members to participate in various aspects of PTC.
 
____________________________________________________________________

Proposal 7: BG terms:  (Summary by Bruce Drake)

Lengthen BG terms to 3 or even 4 years with a term limit lessened from 3 to 2 (or 1?) accordingly.  Two years is short if the first year is spent learning about PTC Board issues.  Standing for election 3 times to do a standard 6 years of service may be excessive.  Perhaps 4 years per election and a 2 term limit?

A.  Why is the Change Necessary (purpose)?

With a two year term per election and half the 14 Board positions up for election each year there is the potential for significant changes in board composition and for relatively inexperienced membership which doesn't have the necessary time to become familiar with board issues.   Thus each year the board must effectively start with introductory discussions for half or more of its members.  At the same time those who have had one year's experience are in the final year of their elected term and may feel their mandate is limited.   In addition some may have only months in their board planning horizon. 

B.  What is Specifically Proposed?

Several options are possible as is evident in the initial proposal above.   For the purpose of discussion a specific subset of those options is presented.  Obviously others can also be considered:

Move to a three year term for BG members. Each annual election cycle would be for approximately 1/3 of the BG (4-5 seats) being elected each year rather than half of the BG (7 seats) currently.    

With 14 elected positions we could either stagger these as 5, 5, 4 or add a 15th board position so that we literally put at least 1/3 up to election each year. (Note: Would make a BG total of 17 if the “2 appointed members” proposal is also accepted. Is this too large to be effective?)

Since vacancies or resignations can present a problem it is proposed they automatically go to the members for election at the first opportunity but that the terms of those so elected be limited to the remaining time of the previous incumbent.   This would allow us to retain the 1/3 BG replacement per year pattern and avoid lengthy vacancies. 

A two consecutive term limit could be introduced so that a pair of 3 year terms ( ie 6 years ) would be the maximum uninterrupted elected cycle that an individual could serve as is the situation today with 3 sequential elections of 2 years each yielding the same 6 years maximum. 

C.  Arguments in favor:

The board would be more stable year by year with greater experience at the table and thus greater familiarity with issues.  

With additional time on the board would come continuity in seeing initiatives through to completion.

Somewhat less time and effort would need to be devoted to elections which as annual events involving half the Board are demanding for staff and volunteers involved .

Although less members would be elected annually a significant turnover would still be possible each year ensuring evolving members' interests or concerns are reflected in a timely manner. 

With lengthier terms BG members would be able to engage over a longer period and master areas where they could best contribute. 

D.  Arguments against:

Longer terms would mean the BG could become more insulated from members' immediate concerns.  

The potential for new members who would be a minority to exercise influence might be somewhat diminished since incumbents in their 2nd or 3rd years would likely continue in leadership roles (the flip side of this is, of course an advantage, new members could 'shadow' incumbents for a year thus being better prepared when they typically assumed more responsibilities in their own 2nd or 3rd years) .

The significant renewals that have occurred in some years would be less likely perhaps reducing creativity (once again the flip side is positive with the need to devote significant staff and board time to revisiting issues for a board that is half new being reduced ).

Where some elected members do not actively participate it could become more necessary to take the embarrassing position of declaring their position vacant.  Similar non participation is less of an issue where only 2 year terms are involved.  (In fairness this is quite limited as an issue).

If accepted, some conditions for proposals 1 & 3 above will need to be adjusted accordingly.

____________________________________________________________________

Proposal 8:  AC Appointments

For appointed AC seats, consider letting the BG appoint each year using the normal terms so that appointed seats are also staggered.   [e.g. If 4 yr terms, then BG could appoint 1 each year.  Purpose would be to draw in representation, expertise, skills, capabilities we don't have.]

Note: Appointed seats are currently entirely at the discretion of the BG.  The time appointments can be made and the length of terms are also not specified in the bylaws, although the practise has been for a standard 4-year term beginning from the date of appointment which has typically been at the annual conference.

Proposal is not in full view of the flexibility of the current bylaws which allows the BG to set the terms of appointment.  No clear argument in favour of the change which may only unnecessarily add restrictions to these appointments.

____________________________________________________________________

 

Proposal 9:  Election distribution/membership categories (proposed by David Lassner; summary by Mark Hukill)

Rethink exclusive use of regional constituencies.  As ICTs become more global, this seems a limiting sole basis for constituencies.  We want to be inclusive across many dimensions including geography but also across sector, role, gender, ethnicity, etc.  (This is also one of the values of allowing more appointments.)

Note:  Geographic election distribution is currently further divided by for-profit and non-profit entities for the North America and East Asia categories.  

A.  Why is the Change Necessary (purpose)?

Current membership categories used for elections may not be reflective of an evolving PTC membership structure and distribution making the BG and AC unreflective of membership interests and participation.

B.  What is Specifically Proposed?

No specific proposal has been suggested.  One suggested idea has been to split membership along the international dateline such that half of the BG & AC come from each side without any further delineation or segmentation.

C.  Arguments in favor:

Changes in the industry in the last several years including distribution of PTC membership may warrant a change in the election distribution process.

Placement of many members in a current distribution category is more ambiguous today due to the global nature of the industry, overlapping categories and in many cases members with no one clear geographic place (may depend more on interest in PTC rather than geography.)

D.  Arguments against:

No specific proposal for a better system has emerged.

Current bylaws have been in effect for only 4 years (although the principle of the current distribution pre-dates this) and a further analysis of membership distributions and changes over time should be preliminary to determine if a specific proposal is warranted.

A change in the distribution would require that the entire make-up of the BG and AC to be revisited and therefore requires much more deliberate consideration as a major change.

If such a proposal were accepted, a vote by the membership would be required including formal announcements in advance and establishment of a quorum of members at an annual meeting.

____________________________________________________________________

 

Proposal 10:  Composition of SPC (proposed by David Lassner; Summary by Mark Hukill)

Make the succession planning committee (SPC) a combination of BG and AC members (who are not up for election).

A.  Why is the Change Necessary (purpose)?

            The purpose is to add insight to the SPC process from members of the BG that are closer
 to the working needs of the board and to assure that all members of the SPC are not up
for election themselves causing conflicts of interest.

 

B.  What is Specifically Proposed?

            Modify the composition of the SPC is include to 2 members of the BG, and to not include
            Members of either the BG or AC up for election in that cycle.

C.  Arguments in favor: 

Provides BG insight to the process.

Prevents conflict of interest in the SPC process or appearance for potential abuse/meddling in the election by those up for election.

D.  Arguments against:

Will be seen by some as meddling by the BG in the election process.  The SPC was established as an independent committee of the AC for the purpose of operating as autonomous an election process as possible.

There are already ways in which the BG can provide insight to the process including nominating specific people themselves for the election.

Dis-allowing members up for election to serve on the SPC is unnecessarily limiting. Election balloting is handled by the secretariat and the count is handled and certified by an independent accounting firm outside PTC thus mitigating any direct influence on the process by those being elected.

May be difficult to maintain process continuity if SPC members are constantly changing due to ineligibility in an election cycle.  How many people are there really on the BG and AC who are willing put in their volunteer time for this activity? 

____________________________________________________________________

Proposal 11:   ED as President (Summary by David Lassner and Mark Hukill)

Make the ED the President and/or CEO rather than assign this role to the volunteer BG Chair. 

Note: It may not be appropriate however to further make the ED a BG member as has also been suggested as the BG is the ‘boss’ of the ED.  Would also then need to amend BG membership from 14 to 15 including the unelected ED.   Additionally, this would mean a BG of 17 members if Proposal 2 is incorporated. 18 if part of proposal 7 is also accepted.  This may be too big to be effective as a governing Board.

Discussion: Hawaii State law requires an incorporated entity to have officers as President, Vice President, Secretary and Treasurer.  Under the structure of an elected BG (with the Chair decided by the BG), the current bylaws assigns the required officer title of President to the BG Chair for convenience.

A.  Why is the Change Necessary (purpose)?

To indicated clearly that the ED is the responsible operating executive of the organization.  Clearly shifts the Board’s role to that only specified in the bylaws of oversight and strategy and gives the management role responsibility to the ED.

B.  What is Specifically Proposed?

Change the title of the ED to President. (Amend Article VII & Article VIII)  Alternatively, change the title of the ED to CEO (with the additional assigned officer title of President as required by law.) Provide for specific criteria as to the assigned responsibilities as separate from the BG.

C.  Arguments in favor:

            Recognizes more modern organizational practice.  

            BG Chair is an elected, yet volunteer position. The paid ED as an employee of the Board
            and should have the executive role and responsibility subject to BG oversight.

            Selection of ED gets much more scrutiny than the election of the BG Chair.
             An ED as President with BG oversight is far less risky than an abusive Pres/BG Chair.

It is too much to ask the volunteer BG Chair to also serve as the executive officer and handle substantial operating responsibilities directly.  May be a disincentive to get good people valuable to the organization to take on this role.

There are a number of examples in industry that have had a CEO/Chair combined position that have resulted in melt-downs.

D.  Arguments against:

Current responsibilities of the ED would increase and would require additional clear mechanisms for oversight by the BG and drawing of lines of authority which have yet to be proposed.
____________________________________________________________________

 

Proposal 12:  BG and AC Meeting Proxies

Add a clause specifying proxies to Article V, Section 10 to make clear the use of proxies in BG meetings.  Should also add a similar clause for AC meetings in Article VI, Section 9. 

In practise, we have allowed use of proxies in AC meetings although such has not been done to-date in BG meetings.

To be recommended by our legal counsel.

Note:  There is already a specific clause for member proxies at the annual or special members’ meetings (Article 2, Section 8.F.)

PTC Bylaws Review
Proposals
For Committee Discussion
(as of 06 August 2007)

 

Proposal  1 (Source:  Chris Vonwiller)

Add a clause allowing for the replacement of resigned members of the BG or AC (“casual vacancies”).  Currently, vacated or unfilled seats from an election remain vacant until the next election.

Why is the change necessary (purpose)?

The Board has been diminished by some resignations of Governors mid-term, and the proposed change is intended to improve the performance of the Board by maintaining the number of Governors at or near full strength.

What is specifically proposed?

Amend Article V, Section 9 (Board of Governors) to provide for:

• The Board can decide to fill a vacancy except where such a vacancy has resulted in the number of Governors dropping to less than nine, in which case a special election shall be held (as currently provided)
• The Governor appointed to fill the vacancy shall serve out the remainder of the term of the departing Governor [alternatively, the appointee shall only remain until the next election for the BG].

Related suggestions:

Allow vacancies to be filled at the next election even if the full term for the now vacant position would not be completed by then.  In that case I would propose the election be for the remaining 1 year only thus maintaining the pattern of half the BG (plus vacancies) coming up each year. 

Give the SPC the ability to go back to the most recent election results and use those to recommend an appointment that could be made by the BG?

• At all times, the composition of the Board must comply with Article 5, Section 2. 

 

Amend Article VI, Section 8 (Advisory Council) to provide for:

• In addition to its power to appoint up to 12 Advisors, the Board of Governors can decide to fill a vacancy which may arise from time to time on the Advisory Council.
• The Advisor appointed to fill the vacancy shall serve out the remainder of the term of the departing Advisor [alternatively, the appointee shall only remain until the next annual meeting of the Members].
• At all times, the composition of the Advisory Council must comply with Article 5, Section 2. 

3. Arguments in favor:

• It is important for the Board in particular to maintain its strength at or near the total of 14 Governors specified in the bylaws in order to achieve the diversity of views and contributions necessary for good decision making.  This is especially so for a non-profit organization such as PTC where the Governors are unpaid and sometimes cannot attend Board meetings due to work conflicts.

 

• Appointment to fill a casual vacancy on the Board or Advisory Council allows the selection of fresh talent which otherwise may not be available through a formal election process.

• Direct appointment as a result of a casual vacancy can also be used to improve the regional balance on the Board or AC.

 

• Arguments against:
  
• Since PTC elections for the Board of Governors are held every year, a casual vacancy occurring in the Board can readily be filled in a relatively short period of time.

• The Advisory Council is a large body and already allows the appointment of up to 12 Advisors by the Board and therefore there is less justification to bypass the scheduled election cycle by filling casual vacancies.

 

• Some boards (both corporate and not-for-profit) tend to distort the election process by routinely arranging for board members to stand down before their full terms have expired and then appointing their cronies to the resulting vacancies.  The appointees then have the privileged position of being an incumbent board member when they subsequently offer themselves for election.

• It needs to be clearly demonstrated that the current bylaws are sufficiently dysfunctional in this area.

 

____________________________________________________________________

Proposal   2 (Source:  John Janowiak)

Increase the number of BG appointed seats on the AC to bring on well qualified individuals with the capacity to make significant contributions to PTC.

• Why is the change necessary (purpose)?

 

The AC needs a renewed charter of specific roles and responsibilities
that add value to PTC and its programs. The BG appointed seats on the AC
can guide the AC in a positive direction to obtain useful input and
industry relations/ contacts.

BG appointed seats on the AC must be from leading corporations with a
significant financial stake in PTC.

• What is specifically proposed?

 

Identify the current and potential top corporate supporting organizations for membership on the BG with a corresponding AC seat. Engage these important members in areas of future growth potential.

• Arguments in favour:

 

Top corporate funding and involvement ads tremendous stability for PTC.

Larger corporate participation drives quality leadership into PTC.

Revitalization of current PTC programs and creation of new PTC programs.

Closer linkage between the BG and the AC. Keeping both organizations
focused on positive initiatives.

• Arguments against:

 

Demands of serving on two boards for the corporate (volunteer) board member are more significant.

AC's direct access to BG members in a formal open setting / forum can
backfire if not managed.

Less stability during economic down turns.

PTC's agenda may sway towards larger corporate interests vs. being
industry neutral.

____________________________________________________________________

 

Proposal 3 (Source:  Bruce Drake)

Make allowance for a few BG appointed seats to BG.

   A.  Why is the change necessary (purpose)?

PTC has managed a difficult period since the introduction of its all elected Board of Governors.   However, since our election process is designed to ensure for-profit and not-for-profit as well geographic diversity on the Board it can also limit access to important leadership talent.  Some potential Board members who could make a major contribution are not going to go through an election process.

     B.  What is specifically proposed?

Just as the BG is able to appoint a limited number of seats to the largely elected Advisory Council, our Bylaws should allow the BG to appoint up to 2 members to the BG for a total of 16 members (14 elected as now + 2 appointed).  Such appointments would require a 2/3 majority vote of the BG and possibly carry other criteria for appointment.  Appointments may be for a period of one year or two years at the Board's discretion.   Term limits would apply just as for elected members.

C.  Arguments in favour:

The Board will be able to recruit specific important skills and respond to unique opportunities to PTC's advantage.

Talented leaders who would not be prepared to run for election will be available.  After experience with the Board and PTC some will likely be prepared to run.

Where exceptional talent happens to co-exist within one geographic region and/or category of candidate the Board will be able to appoint candidates who are effectively prevented from being elected due to this.

The Board membership would remain, as a minimum, 87 % elected and the benefits of diversity would be retained.

D.   Arguments against:

The credibility of the BG would be reduced by adding non elected members

The openness sought by members would be compromised.

The potential for abuse of power within the BG would be increased.

There is no convincing case to be made that the elected BG has not been fully capable of fulfilling its role.  Where special advise is required it can always be invited without appointing anyone.

____________________________________________________________________

Proposal  4 (Source:  Gene Spinelli)

Make BG/AC seats company-based as opposed to the current individually-based seats through election on a distribution of regions and membership categories.

Note: This would in effect reverse the principle that established the current by-laws and revert to the practise prior to the 2003 change.  For further background and discussion, see the White Paper.

• Why is the change necessary (purpose)?

 

The purpose of the change is to ensure continuity of a seat on the BG/AC
by an individual that remains in a function within his or her company that would allow that person to continue in their capacity. With mergers, corporate re-organizations, etc. situations could arise where the individual on the BG/AC might no longer be in position within his/her company that would offer that person the opportunity to continue serving. 

• What is specifically proposed?

 

The specific proposal would be to ask members to nominate companies in various segments of the telecommunications and related industries. It would seem the bylaws would have to stipulate certain criteria pertaining to the company, for example, that the company be a member of PTC. To ensure that an individual from that company would be made available to serve on the BG/AC, it would further seem that the election process would require contact made to a person in authority to speak on behalf of the company to ensure that the company has and would maintain a person ready, willing and able to serve.

• Arguments in favour:

 

The key argument in favour of this proposal is to maintain continuity of an individual serving. 

• Arguments against:

 

Individuals selected within a company to serve on the BG/AC could wind up being changed even more frequently than individuals, which would lead to service on the BG/AC by those less familiar with the structure of PTC and its key goals and objectives.

When an individual is elected to the BG/AC, there is a certain level of confidence that that individual is known within the PTC community and has demonstrated a level of commitment to PTC and or the area of expertise that individual would bring to the BG/AC. Even in the case where a company is of the highest calibre within its industry or the broader telecom community, there would be no real assurance that that
company would continue to have staff in a position to hold the seat on the BG/AC and continue to contribute.

____________________________________________________________________

 

Additional Proposals/Issues:

5.   Best practices:

Provide modifications related to current best practices and recommendations for accountability in not-for-profit organizations that may have acquired a greater profile in recent years as well as review for potential administrative revisions/clarifications. (To be recommended by our legal counsel.)

6.   AC terms:

Consider improving the staggering of AC terms so there's an election every year.  This gives a chance for ongoing renewal more regularly. The administration would be minimal since we have an election every year for our BG.  [Secretariat note: The process of the election is in fact far more time consuming than it may appear.]
 
7.   BG terms:

Lengthen BG terms to 3 or even 4 yrs with a term limit lessened from 3 to 2 (or 1?) accordingly.  Two years is short if the first year is spent learning about PTC Board issues.  Standing for election 3 times to do a standard 6 years of service may be excessive.  Perhaps 4 years per election and a 2 term limit?.

8.  AC Appointments:

For appointed AC seats, consider letting the BG appoint each year using the normal terms so that appointed seats are also staggered.   [e.g. If 4 yr terms, then BG could appoint 1 each year.  Purpose would be to draw in representation, expertise, skills, capabilities we don't have.]

Note: Appointed seats are currently entirely at the discretion of the BG.  The time appointments can be made and the length of terms are also not specified in the bylaws, although the practise has been for a standard 4-year term beginning from the date of appointment which has typically been at the annual conference.

9.   Election distribution/membership categories:

Rethink exclusive use of regional constituencies.  As ICTs become more global, this seems a limiting sole basis for constituencies.  We want to be inclusive across many dimensions including geography but also across sector, role, gender, ethnicity, etc.  (This is also one of the values of allowing more appointments.)

Note:  Geographic election distribution is currently further divided by for-profit and non-profit entities for the North America and East Asia categories.  

10.  Composition of SPC:

Make the succession planning committee (SPC) a combination of BG and AC members (who are not up for election).  Provides BG insight without going all the way to an IEC-like self-perpetuating Board.

11.   ED as President:

Make the ED the President and/or CEO rather than assign this role to the volunteer BG Chair.  Recognizes more modern organizational practice.  

It may not be appropriate however to further make the ED a BG member as has also been suggested as the BG is the ‘boss’ of the ED.  Would also then need to amend BG membership from 14 to 15 including the unelected ED.   Some corporations do this but it is not recommended as best practise for non-profits. There have also been spectacular corporate disasters with this kind of arrangement, i.e. Enron, Worldcom, Qwest, etc., though not entirely attributable as this particular cause.

12.  BG Proxies:

Add a clause specifying proxies to Article V, Section 10 to make clear the use of proxies in BG meetings.  Might also add a similar clause for AC meetings in Article VI, Section 9.  In practise, we have allowed use of proxies in AC meetings although such has not been done to-date in BG meetings.

There is a specific clause for member proxies at the annual or special members’ meetings (Article 2, Section 8.F.)

_________________________________________

Bylaw Review Committee - Information to members:
The Board of Governors approved the establishment of a Bylaw Review Committee to recommend changes with the purpose of improving operational efficacy and to re-visit various aspects of the leadership structure of the organization since the implementation of the current bylaws in 2003. With four years of experience operating under these bylaws, a number of suggestions have been made for improvement.

The members of the committee are:

Bruce Drake (BG) - Chair
Yoshikazu Kobayashi (BG)
Richard Nickelson (BG)
John Janowiak (AC)
Robert Mao (AC)
Gene Spinelli (AC)
Chris Vonwiller (AC)
Tara Giunta (Legal Counsel)
Mark Hukill (Secretariat)

As members of PTC, it is important that you are kept apprised of the work of the PTC Bylaw Review Committee.  Any recommended changes will be subject to both Board of Governors and Advisory Council consultation as well as input from all members.  The process schedule proposes that any recommended changes requiring a vote of the membership are targeted for the January 2008 members meeting in Honolulu with interim steps for input and feedback as well as requisite notification.

The committee welcomes all views and suggestions that you may have regarding potential changes and will be providing updates during the process to keep you abreast of modifications as they are proposed.

To date, the following have been suggested for the committee to consider.  Please note that these suggestions do not constitute an arrived opinion or an endorsement for change, but, are simply ideas to-date that are being considered.

AC appointed seats:
Increase the number of BG appointed seats on the AC to bring on well qualified individuals with the capacity to make significant contributions to PTC.

BG appointed seats:
Make allowances for a few appointed seats to the BG, perhaps 3-4 of the 14 seats.

Return to a version of company seats:
Make BG/AC seats company-based as opposed to the current individually based seats through election on a distribution of regions and membership categories.

Vacancies:
 Add a clause allowing for the replacement of resigned members of the BG or AC rather than waiting to the next election cycle.

Best practices:
Provide modifications related to current best practices and recommendations for accountability in not-for-profit organizations that may have acquired a greater profile in recent years as well as review for potential administrative revisions/clarifications.

In addition, PTC President and Board of Governors Chair, David Lassner has made the following suggestions:

AC terms:
Improve the stagger of AC terms so there's an election every year.  This gives a chance for ongoing renewal and refresh more regularly. No downside since we have an election every year anyway.  

BG terms:
Lengthen BG terms to 3 or even 4 yrs with a term limit lessened from 3 to 2 (or 1?) accordingly.  2 years is pretty short if the 1st is spent figuring things out.  And standing for election 3 times to do a standard 6 yrs of service is a lot.  My inclination would be 4 and 2, but almost any change would be an improvement.

AC Appointments:
For appointed AC seats, consider letting the BG appoint each year using the normal terms so that appointed seats are also staggered.   E.g. if 4 yr terms, then BG could appoint 1 each year.  Purpose would be to draw in representation, expertise, skills, capabilities we don't have.

Election distribution/membership categories:
Rethink exclusive use of regional constituencies.  As ICTs become more global, this seems a limiting sole basis for constituencies.  We want to be inclusive across many dimensions including geography but also across sector, role, gender, ethnicity, etc.  (This is also one of the values of allowing more appointments.)

Composition of SPC:
Make the succession planning group a combination of BG and AC members (who are not up for election).  Provides BG insight without going all the way to an IEC-like self-perpetuating Board.

ED as President
Make the ED the President and/or CEO rather than assign this role to the volunteer Board Chair.  Recognizes more modern organizational practice. 

All further suggestions will be added for the committee’s consideration.  Please forward any suggestions you may have to Mark Hukill.

Report to the Board of Governors- July 07
Bruce Drake - Bylaws Review Committee Chair

Recently the Board of Governors approved the establishment of a Bylaw Review Committee to consider whether any changes in our current bylaws could improve our operational efficacy and to re-visit various aspects of the leadership structure of our organization.   Our current bylaws introduced significant changes when they were adopted in 2003.   The structure and approach they introduced has proven successful in addressing the concerns that led to their adoption four years ago.   Nonetheless, experience in the recent challenging years have led to a number of suggested amendments intended to improve our effectiveness.

The members of the committee are:
Bruce Drake (BG) - Chair
Yoshikazu Kobayashi (BG)
Richard Nickelson (BG)
John Janowiak (AC)
Robert Mao (AC)
Gene Spinelli (AC)
Chris Vonwiller (AC)
Tara Giunta (Legal Counsel)
Mark Hukill (AC & Secretariat)

As PTC leaders, we want to ensure you are kept apprised of the work of the Committee as we proceed.  All amendments that are recommended will be subject to both BG and AC consultation as well as input from all members.   Our process schedule proposes that recommendations that result from our work and which fall under the authority of the BG will be considered and voted upon there.    Any changes which require membership approval we hope to see voted upon at our membership meeting at the time of our January 2008 conference in Honolulu. 

The committee welcomes all views and suggestions that you may have regarding potential changes and will be providing updates during the process to keep you abreast of modifications as they are proposed.

To date, the following suggestions have been received.  Please note that these are only suggestions at this stage.  The committee has not considered them nor made any recommendations with respect to any of them at this time :


1. - AC appointed seats:
Increase the number of BG appointed seats on the AC to bring on well qualified individuals with the capacity to make significant contributions to PTC.

2. - BG appointed seats:
Make allowances for a few appointed seats to the BG, perhaps 3-4 of the 14 seats.

3. - Return to a version of company seats:
Make BG/AC seats company-based as opposed to the current individually based seats through election on a distribution of regions and membership categories.

4.  - Vacancies:
 Add a clause allowing for the replacement of resigned members of the BG or AC rather than waiting to the next election cycle.

5.- Best practices:
Provide modifications related to current best practices and recommendations for accountability in not-for-profit organizations that may have acquired a greater profile in recent years as well as review for potential administrative revisions/clarifications.
(To be recommended by our legal counsel)

6. - AC terms:
Consider improving the staggering of AC terms so there's an election every year.  This gives a chance for ongoing renewal more regularly. The administrative would be minimal since we have an election every year for our BG.  

7. - BG terms:
Lengthen BG terms to 3 or even 4 yrs with a term limit lessened from 3 to 2 (or 1?) accordingly.  2 years is pretty short if the 1st year is spent learning about PTC Board issues.  Standing for election 3 times to do a standard 6 years of service may be excessive.  My inclination would be 4 years per election and a 2 term limit, but almost any change would be an improvement.

8. -AC Appointments:
For appointed AC seats, consider letting the BG appoint each year using the normal terms so that appointed seats are also staggered.   [e.g. If 4 yr terms, then BG could appoint 1 each year.  Purpose would be to draw in representation, expertise, skills, capabilities we don't have.]

9. -Election distribution/membership categories:
Rethink exclusive use of regional constituencies.  As ICTs become more global, this seems a limiting sole basis for constituencies.  We want to be inclusive across many dimensions including geography but also across sector, role, gender, ethnicity, etc.  (This is also one of the values of allowing more appointments.)

10. - Composition of SPC:
Make the succession planning group a combination of BG and AC members (who are not up for election).  Provides BG insight without going all the way to an IEC-like self-perpetuating Board.

11. - ED as President
Make the ED the President and/or CEO rather than assign this role to the volunteer Board Chair.  Recognizes more modern organizational practice. 

 With BG approval we will have a page set up shortly on the PTC website (under the members section) that lists all of the suggestions that the committee is undertaking to review including the original white paper prepared for this purpose.  All further suggestions will be added for the committee's consideration.   We also propose using the members bulletin to keep members aware of our work.   For AC and BG members email will be employed. 

Please forward any suggestions you may have for our committee to Mark Hukill mark@ptc.org

Thank you.

 Bruce Drake

PTC Bylaw Review Committee
Conference Call
Wednesday 11 July 2007
2:30-3:15pm (HST)
Summary of Discussion

Members:  Bruce Drake (Chair), Yoshikazu Kobayashi, Richard Nickelson, Bob Mao, Gene Spinelli, John Janowiak, Chris Vonwiller, Tara Giunta, Mark Hukill

All were present on the call except for apologies from John Janowiak and Tara Giunta.

Bruce welcomed members of the committee and thanked them for agreeing to serve.

Chris Vonwiller gave a brief account of how we got to the present bylaws that have been in effect since Jan 2003 emphasizing that they were developed with overarching principles of openness, transparency, and accountability as well as providing for the fair and open election of the Board of Governors and Advisory Council based on the representation and distribution of membership categories.

It was agreed that the bylaws have worked substantially well to-date but that consideration for changes and improvements based on the experiences since 2003 were now warranted.

Mark Hukill provided a brief overview to the issues in the white paper that outlined suggestions of four potential areas of change.  Bruce highlighted that a fifth item “Other” should be included such that that any other suggested areas of potential change are welcome as part of the discussions.

It was emphasized that the committee will need to communicate and consult with the BG, AC and members throughout the process. A target of Jan ’08 was indicated as the time to take final proposed changes to members for a vote as necessary with the needed interim steps to reach that goal/date.

To organize the work of the committee, it was agreed that one member of the committee will specifically address each of the suggested changes to facilitate discussion:

John Janowiak (agreed by email following the call) -  #1 “Increase the number of BG appointed seats on the AC to bring on well qualified individuals with the capacity to make significant contributions to PTC. “

Bruce Drake - #2  “Make allowances for a few appointed seats to the BG, perhaps 3-4 of the 14 seats.”

Gene Spinelli - #3  “Make BG/AC seats company-based as opposed to the current individually based seats through election on a distribution of regions and membership categories.”

Chris Vonwiller - #4  “Add a clause allowing for the replacement of resigned members of the BG or AC.”

The following template will be used to provide a brief to the committee on each issue:

1. Why is the change necessary (purpose)
2. What specifically is proposed
3. Arguments in favor
4. Arguments opposed

Tara Giunta will be asked to consider the structure and content of the current bylaws in terms of best practices and any proposed changes especially in view of some issues (eg accountability) that may have acquired a greater profile in recent years.

The committee agreed to use email to exchange documents and continue some of the discussions.  Conference calls will be held on the second Wednesday of each month starting at 2:30pm (Hawaii time).  Next call will therefore be August 8, 2007.

[Note: this summary is not intended as official minutes, however please let Mark know if there are any additions or modifications of key points for record.]
_________________________________

Potential Revisions to PTC By-Laws

White Paper

Mark Hukill, Senior Advisor
2 March 2007

 

Background:

Over the last several years, some ‘back-burner’ discussions have occurred amongst various BG and AC members concerning potential revisions to the PTC By-laws.

The current By-laws came into effect in January 2003 and represented a major shift toward more open and democratic governance of the organization.  The previous Board of Trustees and Executive Board were dissolved in favor of a smaller directly elected governing body, the Board of Governors (BG) and a separate, mostly directly elected Advisory Council (AC).  The BG may also make limited appointments to the AC.

The By-laws came into effect exactly at the point in Jan 03 when the organization faced its greatest financial crisis and separation with the Executive Director.  While it was the role of the BG to have managerial and fiduciary oversight, the situation required a number of Board members to become directly involved in the management of the organization including day-to-day affairs of the secretariat.   The Board has not been entirely able to return to more of an oversight role since and has had to manage a number of areas directly through yet another Executive Director departure in 2006.

The model in the by-laws has worked substantially well despite the turmoil in finances and the ED position however with the need for substantial managerial contributions of volunteer Board members.

Nonetheless, there is concern that the direct election process may not be serving PTC well in terms of identifying and electing qualified individuals who may be in a good position to substantially contribute to the organization as volunteer leaders.

Part of this may be due, in the view of some, of by-law requirements for the regional/membership category distribution of seats.  This was an historical feature of PTC since its inception and was carried into the Jan 03 by-laws of elected seats.  It is open to question therefore if this is effective especially in an era of globalized interests of member organizations and individuals in PTC.

In addition, the AC has never been completely filled.  There are a potential 38 elected seats and 12 appointed seats for a total of 50.  Currently, there are 25 elected and 9 appointed members of the AC for a total of 34.  Again, there is a question whether the regional distributions for elected seats are effective for the AC and whether additional seats should be filled through appointment by the BG.

Currently, most of the By-laws can be amended by the BG directly.  However, any change to regional/membership category allocations for seat distribution on the BG and AC can only be amended by the Members.

The specific clause, Article XVIII , relating to amendments reads:

These bylaws may be altered, amended, added to or repealed by an affirmative vote of not less than two-thirds (2/3) of the Board of Governors present at any valid meeting; provided, however, that the regional/membership category allocations set forth in Article V, Section 2 and Article VI, Section 2 shall only be modified the Members. Notice of any proposed amendments shall have been given in writing in the call for such meeting, subject to repeal or change by action of the Members. Written notice of any effective amendment(s) to these bylaws shall be provided to the Members.

The By-laws are available on the PTC website at http://www.ptc.org/aboutus/bylaws.html

Potential Changes:

Several ideas for changes have been suggested (others may be added) to address issues that have arisen since the By-laws were first implemented:

1. Increase the number of BG appointed seats on the AC to bring on well-qualified individuals with the capacity to make significant contributions to PTC.

2. Make allowance for a few appointed seats to the BG, perhaps 3-4 of the 14 seats.

3. Make BG/AC seats company-based as opposed to the current individually based seats through election on a distribution of regions and membership categories.

4. Add a clause allowing for the replacement of resigned members of the BG or AC.  (Currently, vacated or unfilled seats from an election remain vacant until the next election.)

Discussion:

By-law changes are substantive changes to the structure and organizational governance of PTC and should be carefully considered through a consultative process.

Amendments ideally should be designed that specifically address strategic organizational needs in-line with the mission and objectives of PTC as well as be designed for best practices in good governance.

The historical distribution of seats on the AC and BG stems from the original nature of PTC as an international organization desiring good representation from all areas of the Pacific hemisphere.

Specific to a potential change represented in item 1 above, the previous rationale for elected seats was to engender greater openness and access by members to the governing bodies. A process whereby more seats are appointed to take advantage of specific contributions by qualified members should therefore be done along an agreed set of guidelines and open for comment and possibly repeal by the members to retain openness.  It is likely that any such change would also change the regional/membership category distribution and will therefore require a membership vote to approve such an amendment.

Specific to potential changes in 2 & 3 above, it must be noted that Company-based seats were eliminated to avoid the often abused situation in the past of elected or appointed individuals resigning early to allow a company colleague to take the seat and incumbency going forward to the next election/appointment cycle.  This situation was often the subject of the most vocal criticism of members toward the Board of Trustees and Executive Board of the old structure as it perpetuated certain organizations dominating PTC without the ability of others to be given the opportunity to participate. 

Specific to a potential change in 4 above, discussions that lead to the current wording in the by-laws (that vacated seats should remain vacant until the next election) revolved around the need to eliminate abuse of secretive appointments.  There was also the difficulty of continuing membership on the Board should a person no longer be employed by the company that occupies the seat.  Currently, a Board member who changes employers may remain on the Board.  In addition, to mitigate against too many vacancies, a provision for a special election was included in the current by-laws should the number of seats on the BG fall below 9. Otherwise it was assumed that a BG of 9-13 members was adequate for functioning in any one-year cycle without the need to fill vacancies. 

Should appointments be desired to fill vacancies, a view toward an open process subject to repeal might be considered.  Such amendments would also likely require a Member vote if such appointments change the current specified region/membership category distributions.
 
Recommendations:

1.  Form a Task Force consisting of at least one BG member and two AC members plus Legal Counsel with the mandate to gather, evaluate and propose specific recommended changes to the By-laws, including the specific language of the amended clauses.  Include with the proposals an enumeration of the pros and cons of the changes.  The task force shall also recommend a time-line for the entire process.

2.  The recommendations shall be presented in the first instance to the BG and for comment and advice of the AC as well as for Member information and comment.  Amendments requiring only a vote of the BG may then be considered for placement on the agenda at a regularly scheduled BG meeting. 

3. Amendments involving changes to distribution, if accepted by the BG, with consensus concurrence of the AC, including modifications, shall then be presented to the membership with a vote scheduled per required procedures for such amendments.