While you’re reading this, a post should be going up on the PASS blog on the plans to change our bylaws.  You should be able to find our old bylaws, our proposed bylaws and a red-lined version of the changes.  We plan to listen to feedback until March 31st.  At that point we’ll decide whether to vote on these changes or take other action.

The executive summary is that we’re adding a restriction to prevent more than two people from the same company on the Board and eliminating the Board’s Officer Appointment Committee to have Officers directly elected by the Board.  This second change better matches how officer elections have been conducted in the past.

The Gritty Details

Our scope was to change bylaws to match how PASS actually works and tackle a limited set of issues.  Changing the bylaws is hard.  We’ve been working on these changes since the March board meeting last year.  At that meeting we met and talked through the issues we wanted to address.  In years past the Board has tried to come up with language and then we’ve discussed and negotiated to get to the result.  In March, we gave HQ guidance on what we wanted and asked them to come up with a starting point.  Hannes worked on building us an initial set of changes that we could work our way through.  Discussing changes like this over email is difficult wasn’t very productive.  We do a much better job on this at the in-person Board meetings.  Unfortunately there are only 2 or 3 of those a year.

In August we met in Nashville and spent time discussing the changes.  That was also the day after we released the slate for the 2010 election. The discussion around that colored what we talked about in terms of these changes.  We talked very briefly at the Summit and again reviewed and revised the changes at the Board meeting in January.  This is the result of those changes and discussions.

We made numerous small changes to clean up language and make wording more clear.  We also made two big changes.

Director Employment Restrictions

The first is that only two people from the same company can serve on the Board at the same time.  The actual language in section VI.3 reads:

A maximum of two (2) Directors who are employed by, or who are joint owners or partners in, the same for-profit venture, company, organization, or other legal entity, may concurrently serve on the PASS Board of Directors at any time. The definition of “employed” is at the sole discretion of the Board.

And what a mess this turns out to be in practice.  Our membership is a hodgepodge of interlocking relationships.  Let’s say three Board members get together and start a blog service for SQL Server bloggers.  It’s technically for-profit.  Let’s assume it makes $8 in the first year.  Does that trigger this clause?  (Technically yes.)  We had a horrible time trying to write language that covered everything.  All the sample bylaws that we found were just as vague as this.

That led to the third clause in this section.  The first sentence reads:

The Board of Directors reserves the right, strictly on a case-by-case basis, to overrule the requirements of Section VI.3 by majority decision for any single Director’s conflict of employment.

We needed some way to handle the trivial issues and exercise some judgment.  It seems like a public vote is the best way.  This discloses the relationship and gets each Board member on record on the issue.   In practice I think this clause will rarely be used.  I think this entire section will only be invoked for actual employment issues and not for small side projects.  In either case we have the mechanisms in place to handle it in a public, transparent way.

That’s the first and third clauses.  The second clause says that if your situation changes and you fall afoul of this restriction you need to notify the Board.  The clause further states that if this new job means a Board members violates the “two-per-company” rule the Board may request their resignation.  The Board can also  allow the person to continue serving with a majority vote.  I think this will also take some judgment.  Consider a person switching jobs that leads to three people from the same company.  I’m very likely to ask for someone to resign if all three are two weeks into a two year term.  I’m unlikely to ask anyone to resign if one is two weeks away from ending their term.  In either case, the decision will be a public vote that we can be held accountable for.

One concern that was raised was whether this would affect someone choosing to accept a job.  I think that’s a choice for them to make.  PASS is clearly stating its intent that only two directors from any one organization should serve at any time.  Once these bylaws are approved, this policy should not come as a surprise to any potential or current Board members considering a job change. 

This clause isn’t perfect.  The biggest hole is business relationships that aren’t defined above.  Let’s say that two employees from company “X” serve on the Board.  What happens if I accept a full-time consulting contract with that company?  Let’s assume I’m working directly for one of the two existing Board members.  That doesn’t violate section VI.3.  But I think it’s clearly the kind of relationship we’d like to prevent.  Unfortunately that was even harder to write than what we have now.  I fully expect that in the next revision of the bylaws we’ll address this.  It just didn’t make it into this one.

Officer Elections

The officer election process received a slightly different rewrite.  Our goal was to codify in the bylaws the actual process we used to elect the officers.  The officers are the President, Executive Vice-President (EVP) and Vice-President of Marketing.  The Immediate Past President (IPP) is also an officer but isn’t elected.  The IPP serves in that role for two years after completing their term as President.  We do that for continuity’s sake.  Some organizations have a President-elect that serves for one or two years.  The group that founded PASS chose to have an IPP.

When I started on the Board, the Nominating Committee (NomCom) selected the slate for the at-large directors and the slate for the officers.  There was always one candidate for each officer position.  It wasn’t really an election so much as the NomCom decided who the next person would be for each officer position.  Behind the scenes the Board worked to select the best people for the role.

In June 2009 that process was changed to bring it line with what actually happens.  An Officer Appointment Committee was created that was a subset of the Board.  That committee would take time to interview the candidates and present a slate to the Board for approval.  The majority vote of the Board would determine the officers for the next two years.  In practice the Board itself interviewed the candidates and conducted the elections.  That means it was time to change the bylaws again.

Section VII.2 and VII.3 spell out the process used to select the officers.  We use the phrase “Officer Appointment” to separate it from the Director election but the end result is that the Board elects the officers. 

Section VII.3 starts:

Officers shall be appointed bi-annually by a majority of all the voting members of the Board of Directors.

Everything else revolves around that sentence.  We use the word appoint but they truly are elected.  There are details in the bylaws for term limits, minimum requirements for President (1 prior term as an officer), tie breakers and filling vacancies.

In practice we will have an election for President, then an election for EVP and then an election for VP Marketing.  That means that losing candidates will be able to fall down the ladder and run for the next open position.  Another point to note is that officers aren’t at-large directors.  That means if a current sitting officer loses all three elections they are off the Board.  Having Board member votes public will help with the transparency of this approach.

This process has a number of positive and negatives.  The biggest concern I expect to hear is that our members don’t directly choose the officers.  I’m going to try and list all the positives and negatives of this approach.

Many non-profits value continuity and are slower to change than a business.  On the plus side this promotes that.  On the negative side this promotes that.  If we change too slowly the members complain that we aren’t responsive.  If we change too quickly we make mistakes and fail at various things.  We’ve been criticized for both of those lately so I’m not entirely sure where to draw the line.  My rough assumption to this point is that we’re going too slow on governance and too quickly on becoming “more than a Summit.” 

This approach creates competition in the officer elections.  If you are an at-large director there is no consequence to losing an election.  If you are an officer the only way to stay on the Board is to win an officer election or an at-large election.  If you are an officer and lose an election you can always run for the next office down.  This makes it very easy for multiple people to contest an election.

There is value in a person moving through the officer positions up to the Presidency.  Having the Board select the officers promotes this.  The down side is that it takes a LOT of time to get to the Presidency.  We’ve had good people struggle with burnout.  We’ve had lots of discussion around this.  The process as we’ve described it here makes it possible for someone to move quickly through the ranks but doesn’t prevent people from working their way up through each role.

We talked long and hard about having the officers elected by the members.  We had a self-imposed deadline to complete these changes prior to elections this summer. The other challenge was that our original goal was to make the bylaws reflect our actual process rather than create a new one.  I believe we accomplished this goal. We ran out of time to consider this option in the detail it needs.  Having member elections for officers needs a number of problems solved. 

We would need a way for candidates to fall through the election.  This is what promotes competition.  Without this few people would risk an election and we’ll be back to one candidate per slot.  We need to do this without having multiple elections.  We may be able to copy what other organizations are doing but I was surprised at how little I could find on other organizations.  We also need a way for people that lose an officer election to win an at-large election.  Otherwise we’ll have very little competition for officers.

This brings me to an area that I think we as a Board haven’t done a good job.  We haven’t built a strong process to tell you who is doing a good job and who isn’t.  This is a double-edged sword.  I don’t want to highlight Board members that are failing.  That’s not a good way to get people to volunteer and run for the Board.  But I also need a way let the members make an informed choice about who is doing a good job and would make a good officer.  Encouraging Board members to blog, publishing minutes and making votes public helps in that regard but isn’t the final answer.  I don’t know what the final answer is yet.  I do know that the Board members themselves are uniquely positioned to know which other Board members are doing good work.  They know who speaks up in meetings, who works to build consensus, who has good ideas and who works with the members. 

What I Could Do Better

I’ve learned a lot writing this about how we communicated with our members.  The next time we revise the bylaws I’d do a few things differently.  The biggest change would be to provide better documentation.  The March 2009 minutes provide a very detailed look into what changes we wanted to make to the bylaws.  Looking back, I’m a little surprised at how closely they matched our final changes and covered the various arguments.  If you just read those you’d get 90% of what we eventually changed.  Nearly everything else was just details around implementation.  I’d also consider publishing a scope document defining exactly what we were doing any why.  I think it really helped that we had a limited, defined goal in mind.  I don’t think we did a good job communicating that goal outside the meeting minutes though.

That said, I wish I’d blogged more after the August and January meeting.  I think it would have helped more people to know that this change was coming and to be ready for it.

Conclusion

These changes address two big concerns that the Board had.  First, it prevents a single organization from dominating the Board.  Second, it codifies and clearly spells out how officers are elected.  This is the process that was previously followed but it was somewhat murky.  These changes bring clarity to this and clearly explain the process the Board will follow.

We’re going to listen to feedback until March 31st.  At that time we’ll decide whether to approve these changes.  I’m also assuming that we’ll start another round of changes in the next year or two.  Are there other issues in the bylaws that we should tackle in the future?