Katarina Harju 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?

I firmly believe there should be clear policies governing the Board; however, approving amendments to the bylaws has to ultimately be the Board’s responsibility. The applicable Delaware state law (where the OTW is incorporated) says that the members will always have the right to amend the bylaws, and that that right can also be given to the governing body, which in the OTW’s case is the Board. The fact is that we have to have a reasonable way to amend the bylaws when it is necessary and in our case calling a vote of the membership is simply not practical, because we have a huge number of members, and wouldn’t be able to ensure that we’ll ever get enough people to vote to approve any amendment. Giving the power to amend the bylaws to the Board is the only practical option we have, though I do strongly support the creation of a policy that says that any proposed changes to the bylaws go through a rigorous review by some entity outside the Board before coming to Board for approval. Additionally, I also believe that the Board should conduct discussions on matters like these openly instead of simply taking a vote, unlike what has happened in the most recent amendments.

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?

Historically I believe the OTW has only had one appointed Officer who was not a Board member, so, thus far, this has not really been a prominent issue, and I do not believe we are currently in a situation where this would be likely to happen very often. If it does, however, it would not be practical to call for a vote of the membership every time an Officer were to be appointed. I believe every Officer role to be fulfilled should have a clear description of the position and the duties thereof before anyone is elected into the position, which would make it easier to evaluate the qualifications of a potential Officer. As a Board member, I would ensure that these descriptions are made available, and would see to it that the qualifications of a potential Officers were thoroughly evaluated and compared, so that the most qualified applicant would be chosen for the post.

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?

There should be a reasonable way of removing a Director if the need does arise, other than waiting for their term to end, and as I have mentioned in previous answers, a vote of the membership is simply not practical for the purpose. I believe we should have strict policies on what kind of circumstances would warrant such a vote to be called, and there should be some mechanism by which people outside the Board could call for that vote if there was sufficient cause. Something like this should never occur lightly, but to protect our volunteers and the organization, it has to be possible. There has to be policies ensuring that no one will be voted out of the Board because of personal grudges or because the Board wants to silence a minority within it.