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#Post#: 578--------------------------------------------------
Bylaw Changes
DIR By: Bagehot
Date: August 7, 2015, 12:46 pm
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--- Quote ---
> Section 22.2. Proposed Amendments.
> The Board shall post a notice of any proposed Bylaw amendments
on its website not fewer than 30 days prior to the Board meeting
at which Bylaw amendments will be considered for those
amendments proposed by the Board or its committees. This posting
may be waived or the timing of such posting may be reduced by a
vote of the Directors sufficient to pass Bylaw Amendments in the
event of exigent circumstances that require immediate action by
the Board. The posting shall notify all USAT members that they
may submit written comments regarding the proposed amendments to
USAT (in care of the CEO) not less than ten days prior to the
Board meeting at which Bylaws will be conducted or within such
time as the Board may otherwise direct.
--- End Quote ---
But ...
--- Quote ---
> Aug. 05, 2015, 6:27 p.m. (ET)
> Press Release
>
> USA Taekwondo Reorganizes; Bruce Harris Named Secretary
General, John Long Named Interim Executive Director
>
> COLORADO SPRINGS, Colo., Mon., Aug. 3, 2015—The USA Taekwondo
(USAT) board of directors voted last week to reorganize the
leadership structure to better position the organization for
future success. As part of the reorganization, the CEO position
was eliminated, and those responsibilities were divided into a
Secretary General role and an Executive Director role.
>
> “USAT’s board thoughtfully weighed all the options to
determine the best structure for the organization,” said Devin
Johnson, USAT board chairman. “We believe this dual-role
structure strategically positions us to build an organization
that is representative of the popularity of taekwondo in the
U.S.”
--- End Quote ---
The Board has violated its own bylaws. It did not give written
notice to the membership 30 days prior to voting to change the
bylaws to "reorganize" the USAT. No governance study appears to
have been done recommending the change. Organizations generally
move carefully and deliberately when making major structural
changes.
As noted by the USOC February 27, 2012:
--- Quote ---
> Its leadership under the Board and the previous CEO has been
lacking and it has lost the trust of many of its members
>
> 95. Section 220524 of the Act provides that an NGB shall be
responsible to the persons and amateur sports organizations it
represents. Further, Section 8.7(1) provides that an NGB shall
be financially and operationally transparent and accountable to
its members.
>
> 96. USAT was lacking in communicating with its members.
>
> 98. In general, the Board and USAT management became insular
in its activities and failed to adequately communicate its
agendas, decisions and activities with those it served.
>
> 141. USAT shall take immediate steps to effectively
communicate with its members and be transparent regarding its
actions.
>
> 142. USAT shall post complete and accurate minutes on its
website within fifteen (15) days of Board meetings.
>
> 147. USAT indicates in its January 24, 2012, submission that
it will adopt a number of mechanisms to improve communications
with its members and provide important and relevant information
concerning its activities. These mechanisms include posting
monthly newsletters and biweekly Board reports, hosting "town
hall" meetings at USAT's National Championships, publishing an
annual State of the Sport report, and creating a "members only"
page and discussion board on its website. To the extent that
these mechanisms prove useful and serve to foster better
communications and a more transparent organization, USAT should
move forward with these endeavors.
--- End Quote ---
To undertake a significant "reorganization" of the NGB, without
a supporting study, and to vote on it without the required
comment period as though the membership doesn't count, is a
clear violation of the bylaws and of the USOC order resulting
from the Section 10 Complaints.
It is an extraordinary disregard for the membership.
-- Bagehot
#Post#: 579--------------------------------------------------
Re: Bylaw Changes
DIR By: Bagehot
Date: August 7, 2015, 1:17 pm
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It gets worse.
--- Quote ---
> July 27, 2015 Board meeting:
>
> 1., Call To Order – Devin, Johnson, Teleconference meeting was
called! to order at 7:05pm. This meeting was conducted in
Executive Session and was not open to the Membership.
>
> 4. Presentation of the USA Taekwondo Organizational Transition
Proposal, Mr. John Ensminger presented the Leadership Ad Hoc
Committee’s proposal.
>
> The USAT Board of Directors received the USAT Organizational
Transition Proposal prior to the meeting, discussed the proposal
in some detail during the meeting, each Director provided
comments, and the proposal was adjusted as identified below.
>
> [quote]BOARD, MOTION, at 7:35pmET: To accept the July 2015
USAT Organizational Transition Proposal – with one addition to
the key steps –incorporating the necessary Bylaw adjustments to
the implementation timeline. RESOLUTION: By voting “yes” to this
proposal, you are agreeing to the key steps and timeline
outlined in this plan. You also authorize members of the
transition committee or the chairman to begin engaging in
discussion with key stakeholders.
>
> MOTION PASSED by majority vote. 13 YES; and,1 NO; and 1 NOT
PRESENT.
--- End Quote ---
[/quote]
There is no basis in governance for an organizational plan or a
plan of reorganization to be discussed in Executive Session.
None.
Pursuant to the Order of the USOC, February 27, 2012:
--- Quote ---
> 97. Board meetings were conducted for the most part in
executive session, shielding members from minutes that explained
the Board's activities. Board members were warned not to discuss
Board activities with other members of the organization. This
conduct engendered a feeling of secrecy by the Board among
USAT's membership.
>
> 143. Further, Board meetings should only be conducted in
executive session when there is good cause for doing so. The
Board should not adjourn to executive session when discussing
non-confidential topics as a way to shield information from its
members. When the Board adjourns to executive session, it shall
note the reason for doing so in its minutes.
--- End Quote ---
#Post#: 580--------------------------------------------------
Re: Bylaw Changes
DIR By: Bagehot
Date: August 7, 2015, 1:34 pm
---------------------------------------------------------
--- Quote ---
> 4. Presentation of the USA Taekwondo Organizational Transition
Proposal, Mr. John Ensminger presented the Leadership Ad Hoc
Committee’s proposal.
>
> The USAT Board of Directors received the USAT Organizational
Transition Proposal prior to the meeting, discussed the proposal
in some detail during the meeting, each Director provided
comments, and the proposal was adjusted as identified below.
--- End Quote ---
There is no record of the "Leadership Ad Hoc Committee" ever
having been created by the Board of Directors. There is no
record of its creation, its makeup, it's charge, or, as required
by the Bylaws, its deliberations and meetings.
Ordinarily, in corporate governance, changes in management
structure is a function of the Governance Committee. Ordinarily,
major changes in management positions comes after careful
consideration by qualified individuals, and based on comparisons
of structures with other, similar organizations as well as the
institutional history of the enterprise.
Ordinarily, such proposals are made after due study and
consideration, a formal proposal made, and submitted to the BOD
for review, as well as to the Membership for review. The
underlying study is made available so that the Membership can
examine the proposal, assess the alternatives, and understand
the rationale for the changes made, and the potential
ramifications of the proposal.
If accepted, in a situation like this, where key management
positions are created, the positions are advertised so that the
organization may obtain the best qualified available applicants,
which includes current office holders.
The creation of the "Ad Hoc Committee" without any record of it
being created in the Minutes of the BOD is suggestive that the
Board is conducting the business of the USAT "off the record" so
as to keep important organizational information from the
Membership, Donors, the regulatory body (USOC), and the General
Public.
John Long was apparently hired, or the process underway, before
the BOD even took a vote. The USAT appears to have made a
binding employment contract for a key position without a proper
national search, and in complete disregard of the Bylaw
requirement that the Membership be consulted in advance of such
decisions.
This Board, like the one that led USAT into Section 10
proceedings, is proving itself incapable of following the USAT
Bylaws, and the direct orders of the USOC.
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