Andrea Horbinski 2015 Q&A: Powers of the Board

Currently, there are no checks on the power of the Board outside the Board itself, since the Board can change the OTW’s bylaws without approval from anyone else. If elected, would you support adding non-Board checks on the Board’s power to the bylaws? If so, what types of checks would you support? If not, why would you not support any checks?

This is technically not completely correct: under the current bylaws, the Board cannot revise the bylaws in such a way that diminishes the powers and privileges of the OTW membership without an affirmative vote of the membership itself. So the Board currently does have non-Board checks on its power to revise the bylaws, and I certainly support maintaining those existing checks. Moreover, the Board is responsible to (and this list is not meant to imply any order of importance!) the OTW membership, itself, the OTW’s mission, and all applicable state, local, and federal laws, so saying that there are no checks on the power of the Board at all is somewhat hyperbolic. That said, since the directors are the people who are legally responsible for the OTW’s governance and the bylaws are the OTW’s fundamental governing document, adding any additional checks to the existing setup would potentially interfere with the Board’s ability to carry out its responsibilities in a way that could potentially harm the OTW and/or its mission. I would be very leery of any such suggestion for that reason, and also for the reason that the OTW has been going strong for more than eight years under the current setup.

In accordance with Article VI, Section 1 of the By-laws, the President (and any other Officers) can be appointed at majority will of the Board without being Board members themselves. What are you thoughts on major players and representatives of the Org being chosen without the approval and confidence of the general Org electorate? Do you believe this leaves those roles vulnerable to being filled by unqualified persons? How would you as a Board member work to ensure Officers were qualified for the positions they held?

The Board of Directors are the people who are legally responsible for the OTW, and officers serve at the pleasure of the Board and can be removed at any time, with or without cause. In electing directors, OTW members are electing the people who they think are best qualified to run the organization, and appointing officers is part of running the organization. Appointing someone unqualified to an officer position would not be in the organization’s best interests, and since directors are required to consider the organization’s best interests when making decisions, I don’t believe that the OTW Board exercising the power to appoint officers–which is totally normal for non-profit boards–leaves the OTW unusually vulnerable in this respect. That said, everyone makes mistakes and it is certainly possible even for a group of people to appoint an officer who turns out to have been a bad choice even if they were qualified for the position on paper, so there’s no way to make this process completely error-free! And that’s also why removing officers at any time is clearly provided for in the bylaws. All that said, the Board are emphatically the people who are most qualified to appoint officers or, as the case may be, fire them, since directors are privy to information and a global view of the organization that no one else has. In terms of making sure officers are qualified, developing position descriptions that list explicit qualifications and making sure that potential officers possess the requisite skills and/or experience is probably the simplest way to address this issue, and it’s part of Board’s outstanding tasks under the draft strategic plan. It’s also why I pushed to approve the Secretary position description as soon as I was elected to the position in 2014.

The Board approved in August 2015 a change in the OTW bylaws that would allow Board to remove any Board member, with or without reason. Under what, if any, circumstances do you believe this should occur?

I want to clarify that the exact revision was “…with or without cause,” which is a legal term that does not mean the same thing as a reason; removing a member of the Board is a decision that no responsible Board would or should undertake lightly, much less without a reason! “With or without cause” means that the Board could remove a director for some reason other than legal wrongdoing on the part of that director. I’m familiar with examples of directors being removed under provisions like this in other organizations for such reasons as a total refusal to do the work and/or a long-term total lack of communication (particularly devastating if that director is also an officer like the Treasurer or Secretary), or for unsolvable interpersonal conflicts with other directors that raised questions about their commitment to the organization’s best interests or that made the board a toxic environment. Ultimately, as I said, removing a director is a serious step that would never be undertaken lightly, and would hopefully never be undertaken at all. But the revision gives the Board the power to police itself and makes directors accountable to one another in a way that we weren’t before, which we believe will result in a healthier organization overall.