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Issues: SNU Governance Document Review 2007

There are a number of issues to be considered in this SNU governance document review. Any such review is a teaching moment and a feedback mechanism that can be used to promote better governance and better resonance between prescription and practice. Since the SNU is a part of the WBCCI it also has to consider its instructions from the WBCCI and the impact that WBCCI governance documents has on its affairs.

One key factor is the primary means to determine the quality of any governance document. Poorly written documents will be ignored. Provisions that run contrary to practice will be violated. It is not healthy for an organization to be guided by incomprehensible documents nor is it healthy to have selective enforcement of its governance guidance. The goals of a governance review should be to create well written and comprehensible documents that do reflect the behavior of the organization and its members.

Conformity

The Blue Book Appendix includes sample documents to be used by WBCCI Units. There are several sections that are are marked for verbatim inclusion. The stated reason for this is to facilitate the WBCCI Constitution and Bylaws Committee review of the unit documents or provide feedback for improvement by suggesting a different wording.

There are several issues to note about this approach. One is that there is no clear connection to testing compliance with bylaws requirements in VI.2 in this request. Another is that the requested wording is redundant. A third involves the poor organization of material in the sample documents.

As a means to give meaning to bylaws provisions would be to present the six items cited in the WBCCI Bylaws as a test and illustrate how the samples meet this test. The test could help educate members about the reasons why these items are important and why they should be in either the Constitution or the Bylaws of the Unit.

Using a sample only invites empty adherence and not educated use. Empty adherence was one of the barriers SNU encountered when many of the inappropriate sections were deleted in 2002. Having several vice presidents, for instance, was a sticking point for some as a necessity even though the Unit did not have the manpower to fill the offices or the need for the offices to be filled. That created dissension.

Redundancy is seldom a benefit in governance documents. That is because they tend to diverge over time and that can create ambiguity. The primary culprit of concern here involves qualifications for membership. The WBCCI Constitution was changed at the Salem I'rally and that means that each and every Unit that followed the quotation request found it necessary to make changes in their Constitution in order to not violate the new amendments. That would not be necessary if each Unit simply stated that the WBCCI membership requirements were prerequisite for Unit membership.

The need to change Unit Constitutions in this case also highlights the poor organization of material in the samples offered. Constitutions should be much more difficult to change than bylaws and should only contain requirements that should define and guide rather than specify. For instance, a specification for membership qualification is appropriate for bylaws but the Constitution should state that the WBCCI is a nonprofit association of Airstream brand RV owners and no more. See Structure Considerations for more about classification of governance provisions.

Membership

The relevant sections of the Constitution, Bylaws and Policies apply to the Unit no matter what its documents say. Therefore, there is no need to repeat any of this in the Unit documents. The issues involved include the qualifications for membership, membership types, clarification of voting with shared memberships, and membership privileges. The WBCCI provides rather extensive regulation of Units in these matters including provisions in both the Bylaws (e.g. IV.7) and the Constitution (e.g. VI.2.E) prohibiting Units from any variance to these documents.

The concept of a voting membership is ambiguous. Bylaws IV.2 states one vote per regular member after such membership is defined in IV.1 as being a property of individual adults. The key is probably the number of dues payments. How the link between dues payments and a shared membership and organization participation is to be determined is not specified and Units are proscribed from doing so. See Bylaws IV.5 where a lifetime membership is shared.

It should also be noted that there is a presumption that shared memberships are spousal in nature. This presumption should probably be clarified. There are reasons why WBCCI may want to honor only certain types of shared memberships but it should do this explicitly if that is the case. There are currently brother and sister shared memberships and probably some unmarried couples as well. There are also issues of a single membership sharing multiple Airstream RV's. This a many to many problem and the WBCCI membership, voting, and position eligibility needs to be more clearly defined to avoid ambiguities that have created difficulties.

The “Affiliate” membership class in a Unit is restrictive. It is not clear that a lifetime member is considered a 'Regular' member. 'Members at Large' cannot be affiliate members of a Unit as only 'Regular' members are allowed that status. Affiliate members are referenced in the Bylaws but not defined until Policy. The regulation appears to be that Units are not allowed to have any members that are not WBCCI voting members in either their own or another Unit and this may not include special memberships in the WBCCI.

Also see the page on WBCCI related membership issues, which quotes these sections of the WBCCI governance documents.

Voting

From WBCCI Bylaws VI.4

“Mail ballot procedures are authorized for all votes to be taken by units provided the unit Constitution or Bylaws permits such a ballot. When a mail ballot is used to obtain a unit vote on any proposal, no other method of voting on such proposal shall be utilized. (6/22/91)”

WBCCI Bylaws VI.4 indicate that when a mail ballot is used no other method of voting can be used. This implies that, if a mail ballot is not used, then other methods such as telephone, email, web form, or meeting vote may be used as a mix. Perhaps the SNU should float a motion that WBCCI bylaws be changed to reflect not the method but rather the veracity of the vote.

There is also some discussion about the distinction between votes on a “proposal” and “election” votes. There is an entire chapter in Robert's Rules on Voting. The key issues in voting are not the subject of the vote but (1) the threshold used to determine success which involves topics such as quorum, majority, and plurality; (2) whether the vote is public or secret; and (3) the veracity of the tally. Various methods can be used by a body depending upon how important it determines the issue to be to all of the members. Routine matters are often simple public voice vote at a meeting. Important votes such as for Constitution change may be by secret mail ballot.

As the SNU currently operates, any distinctions in voting for particular issues are minimized. While the voting for elections was specified separately from other voting, the methods described were not different. This implies that voting be consolidated into one section or article of the bylaws. That was done in this suggested reorganization.

Structure

This is discussed on a separate page. See – Structure Considerations.