At present, the The administrative structure of the Society has not been clearly defined, prior to this wiki, which is in the process of being normalized by efforts of [[Consuls]]an attempt to do so. These efforts are The effort does not seem to be widely understood and are is therefore often somewhat unappreciatedand unsupported. They [[Consuls]] hope this Vision will articulate their aims more effectively.
# <ul><li>The members in [[Good Standing]] elect the members of the [[Board|Board of Directors]]</li># <li>The Board of Directors elects from its number the senior [[Elected Officers|Officers]], and from the membership elects the minor officers.</li># <li>The Board may enter into contracts with the Consuls for facilities and services.</li># <li>The [[President]] names the [[Committee Chairmen|Chairmen]] of all principal committees, whether of the Board or of the Membership, including [[Committee Chairmen|Deans]] of the [[Lineage Groups]], ''and the [[Dean of Studies]] (pending enactment)'', and the [[Dean of Fellows]].</li># <li>Committee Chairmen name the members of their committees, a minority of whom may be non-membersif certain conditions are met.</li># <li>Committee Chairmen name the Chairmen of any sub-committees assigned to them; ''the Dean of Studies names the [[Coordinators]] of [[Study Groups]] (pending enactment).''</li># <li>The [[Order of the Augustan Eagle]] is headed by the President, who names the officers from that group's membership, with Board confirmation.</li># <li>The [[Noble Company of the Rose]] is headed by the ''[[Magister Rosae]]'' (MR) who is elected from that groups group's members in Good Standing by those members, with Board confirmation, and the ''MR'' names the officers from that group's membership, also with Board confirmation.</li></ul>
As our membership has shrunkCareful study of the above shows that the President bears the greatest burden for appointments, it has become increasingly difficult to find candidates to stand and thus for Director. While it was not long ago ensuring that the size of Society works as intended — or indeed works at all. Weakness in the presidency is dangerous, as the only alternative is for the Board was reduced from fifteen to ninerise up and remove him from office. Even when this is obviously needed, it remains a difficult act that may soon be time to consider additional reductionshave lasting personal repercussions.
'''Proposal: The Society should consider linking Experience also shows that the number mood of [[Directors]] to the size of the membershipBoard itself is also critical, with as a maximum generally unwillingness of fifteen, the Board to address crucial issues creates a target leadership vacuum, into which any number of 10% of the membershipindividuals might insert themselves, for better or worse. Directors are well advised to remember that they are personally and a minimum severally liable for both the actions of fivethe Board and its inactions, save only when their actions (or inactions) pass the "reasonable man" test.'''Thus a lazy Board may find that laziness could become quite expensive!
This suggests that if the membership drops to 70, that the size of the Board might be reduced to seven members. Conversely, should the membership increase to 110, then the size might be increased to eleven. In either case, some amendment of the election cycle would be needed, and a neutral method for implementing the change will be needed.
The change in size can be implemented either through a [[By-Laws]] amendment, or by a 4/5 vote of the Board to change the number of [[Directors]].---
An interesting note comes from reviewing attendance. Attendance as a percentage of the Board generally increases as the number of Directors decreases. Even more interesting, the average attendance for a 15-member Board and a 9-member Board was the same: five. This suggests that changes in the number of Directors is unlikely to have much impact.
----As the number of members has remained stagnant since 2007, it has become increasingly difficult to find candidates to stand for Director. While it was not long ago that the size of the Board was reduced to seven, time and the size of the membership may show it constructive to make further adjustments.
As is explained in '''Proposal: The Society should consider linking the section number of [[Study Groups VisionDirectors]]to the size of the membership, it is proposed that many Society activities be organized with the number of Directors set to the odd number approximately equal to one tenth the number of regular and life members as Study Groups under of 1 January each year, with a Deanminimum of five and a maximum of fifteen.'''
'''Proposal: The Society should create a [[Dean This suggests that if the membership (presently in the 70s) drops to 50, that the size of Studies]]the Board might be reduced to five members. Conversely, appointed by and serving at should the pleasure membership increase to 90, then the size might be increased to nine. In either case, some amendment of the [[President]]staggered election cycle would be needed, who and a neutral method for implementing the change will administer be needed, as has been done in the [[Study Groups]] and name their [[Coordinators]]past.'''
The change in size can be implemented either through a [[By----Laws]] amendment voted by the membership, or by a 4/5 vote of the Board to change the number of [[Directors]].
The [[By-Laws]] permit the creation of an [[Executive Committee]] An interesting note comes from reviewing attendance. Attendance as a smaller version percentage of the Board, with very broad authority to act when generally increases as the Board does not meetnumber of Directors decreases. The original motivation Even more interesting, the average attendance for this was twoa 15-fold: first, when meetings are held in person, it is difficult member Board and expensive to bring Directors together on a frequent basis; second, the large Board had become unmanageable, with a majority being non9-participantsmember Board was the same: five. Given This suggests that increasing the meetings are now largely held via teleconference, and that number of Directors is unlikely to have much impact on the size of the working Board has been cut. It also suggests that vacancies on the Board are not a significant challenge, neither argument remainsso long as a quorum can be obtained from the remaining Directors.
'''Proposal: The Society should discontinue the use of the [[Executive Committee]], and consider removing the option from the [[By-Laws]].'''
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At one time in Society history, all Directors who were not elected officers were named Vice-Presidents in charge of one of the major activities of the Society (the five major categories of study, publications, facilities, etc.) If this is felt desirable, there are two ways to achieve this:
# The Chairmen of each major department are elected to the Board either by nomination and election, or by deliberate appointment.
'''Proposal: The Society should consider how important it is that each department be represented on the [[Board]] by a dedicated [[Directors|Director]], and if this is felt important, then steps should be taken to ensure that this is the case, possibly by amending the [[By-Laws]] to reduce the number of elected seats and provide for appointment of that a Director shall head each Department Head.''' Experience in other organizations teaches that the responsible Director and the Chairman must be the same individual. One organization that assigned a Director (who was not necessarily expert in the subject) to oversee the Chairmen (who were subject experts) quickly devolved into conflict between each pair, and the result was a flurry of resignations and subsequent stagnation of the various programs. The Society is admonished to avoid setting up such a formula for failure. Before the By-Laws are so amended, it would be wise to make such assignments by Presidential appointment for a few years to confirm that the benefits outweigh the costs.
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There exist a variety of ways for a non-profit to be managed:
# Shared power between the Board of Directors and an Executive Director (similar to the present situation).
The first of these is ideal when the perfect Executive Director is available. This was the structure of the Society under our [[Founder]]. It suffers from major trauma and interruption of services when an Executive Director leaves (or dies) and a suitable replacement is not available (or affordable). We are today continuing to experience such traumafrom the transition from our Founder.
The second of these is best when it's desired to have paid staff, but to keep expenses low. The keys to making this form work are excellent documentation of procedures (which this Wiki is an attempt to address) and gentle but attentive oversight.
The third of these—the present situation—is often inherently unstable, with responsibility and authority divided in uneasy ways even when carefully documented. It is normally unsustainable in the long term, if only because each party will perform only the duties they feel comfortable with, often leaving difficult or unpleasant — but essential — tasks undone. '''Proposal: The Society should pursue conversion of the administration from the present "shared power" arrangement to having either a strong [[Board]] overseeing a largely clerical staff, or having a strong Executive Director and a token Board.''' This proposal isn't entirely optional, as the office of [[Consuls|Consul]] is discontinued at the end of 2017. Circumstances will fall to option 2, whether the Board is ready to take up the reigns or not.
'''Proposal: The Society should pursue conversion of the administration from the present "shared power" arrangement to having a strong [[Board]] overseeing a largely clerical staff.'''
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:*[[Staff Vision|forward to Staff Vision]]