Administration Vision
The administrative structure of the Society has not been clearly defined, prior to this wiki, which is an attempt to do so. The effort does not seem to be widely understood and is therefore somewhat unappreciated and unsupported. Consuls hope this Vision will articulate their aims more effectively.
- The members in Good Standing elect the members of the Board of Directors
- The Board of Directors elects from its number the senior Officers, and from the membership the minor officers.
- The Board may enter into contracts for facilities and services.
- The President names the Chairmen of all principal committees, whether of the Board or of the Membership, including Deans of the Lineage Groups, the Dean of Studies, and the Dean of Fellows.
- Committee Chairmen name the members of their committees, a minority of whom may be non-members if certain conditions are met.
- Committee Chairmen name the Chairmen of any sub-committees assigned to them; the Dean of Studies names the Coordinators of Study Groups.
- The Order of the Augustan Eagle is headed by the President, who names the officers from that group's membership, with Board confirmation.
- The Noble Company of the Rose is headed by the Magister Rosae (MR) who is elected from that 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.
Careful study of the above shows that the President bears the greatest burden for appointments, and thus for ensuring that the Society works as intended — or indeed works at all. Weakness in the presidency is dangerous, as the only alternative is for the Board to rise up and remove him from office. Even when this is obviously needed, it remains a difficult act that may have lasting personal repercussions.
Experience also shows that the mood of the Board itself is also critical, as a generally unwillingness of the Board to address crucial issues creates a leadership vacuum, into which any number of individuals might insert themselves, for better or worse. Directors are well advised to remember that they are personally and severally liable for both the actions of the 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!
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.
Proposal: The Society should consider linking the number of Directors to the size of the membership, with the number of Directors set to the odd number approximately equal to one tenth the number of regular and life members as of 1 January each year, with a minimum of five and a maximum of fifteen.
This suggests that if the membership (presently in the 70s) drops to 50, that the size of the Board might be reduced to five members. Conversely, should the membership increase to 90, then the size might be increased to nine. In either case, some amendment of the staggered election cycle would be needed, and a neutral method for implementing the change will be needed, as has been done in the 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.
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 increasing the number of Directors is unlikely to have much impact on the size of the working Board. It also suggests that vacancies on the Board are not a significant challenge, so long as a quorum can be obtained from the remaining Directors.
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:
- Directors who are not elected Officers are each assigned an area of responsibility; or
- 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 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 provide that a Director shall head each Department.
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.
There exist a variety of ways for a non-profit to be managed:
- Strong Executive Director, with a weak Board whose duties are reduced to contracting with the Executive Director.
- Strong Board of Directors, with a weak staff, headed perhaps by an Office Manager.
- 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 trauma from 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 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 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.
