Administration Vision
At present, the administrative structure of the Society is in the process of being normalized by efforts of Consuls. These efforts are not widely understood and are therefore often unappreciated. They 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 contracts with the Consuls and others 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, and the Dean of Studies.
- Committee Chairmen name the members of their committees, a minority of whom may be non-members.
- 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 groups 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.
As our membership has remained stagnant, 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 from fifteen to nine, it may soon be time to consider additional reductions.
Proposal: The Society should consider linking the number of Directors to the size of the membership, with a maximum of fifteen, a target of 10% of the membership, and a minimum of five.
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 staggered 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 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.
The By-Laws permit the creation of an Executive Committee as a smaller version of the Board, with very broad authority to act when the Board does not meet. The original motivation for this was two-fold: first, when meetings are held in person, it is difficult and expensive to bring Directors together on a frequent basis; second, the large Board had become unmanageable, with a majority being non-participants. Given that the meetings are now largely held via teleconference, and that the size of the Board has been cut, neither argument remains.
Proposal: The Society should discontinue the use of the Executive Committee, and consider removing the option from the By-Laws.
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 reduce the number of elected seats and provide for appointment of each Department Head to the Board.
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.
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 unstable, with responsibility and authority divided in uneasy ways even when carefully documented. It is normally unsustainable in the long term.
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.
