Assessing USA Fencing’s Proposed Governance Structure – From the Perspective of an Organizational Design Expert

Introduction:

On July 12, 2021, USA Fencing proposed the following changes to the bylaws in order to revolutionize the Board’s reporting structure and as stated by the Governance task force, “improve membership experience.”
These amendments will be voted on in the upcoming August 31 executive session with a membership feedback session to be held on August 26.

High-Level Summary of Proposed Bylaw Changes

• The role of President would be changed to “Chairman of the Board of Directors.” Most importantly, this would make it so the President is no longer elected by membership, but appointed by the Board. The Chair of the Board would also be selected from the current pool of At-Large Directors, not an outside party. Would begin after Burchard’s term ends in 2024.
• In the new model, the CEO (Currently Kris Ekeren) would oversee Operations, whereas the future Chairman of the Board of Directors (Burchard) would oversee Governance.
• The Board would add two additional At-Large Directors voted by the membership (bringing the total to 5). Terms would be extended to four years (instead of 2).
• Treasurer would no longer be an elected position, but a Board appointment as well.
• The Board would also establish a new Diversity, Equity, Inclusion, and Belonging Committee (DEIB) to “assist the Board in developing norms that favor open discussion and favor the presentation of different views” and “…further include gender identity, color, and disability status

Executive Summary of Findings and Recommendations

• Most of the proposed governance model changes would help advance overall Board maturity and align to NGB best practices.
• The decision to clearly demarcate Governance and Operations functions would allow for more clearly defined roles and responsibilities between the Executive Director and the proposed role of “Chairman of the Board of Directors.”
• The Diversity, Equity, Inclusion, and Belonging (DEIB) committee is a must-have to advance the organization’s mission, vision and values. However, the proposal falls short by not giving the DEIB Chairperson voting rights on Board decisions.
• USA Fencing should not make the President (or Chairman of the Board of Directors) a Board-appointed position without first polling the preferences of its membership
• Extending At-Large Director positions to four-year terms will help with continuity and absorption of institutional knowledge. 

Defining an Organizational Maturity Model

Let’s dive into the weeds a little bit. What would constitute a “well-oiled machine” for USA Fencing’s BoD? I’d like to share with you a high-level Board maturity model I previously developed for use among 501(c)3’s. A well-operating Board is going to excel in the following five areas:

1. Governance-  The means by which the Board directs the organization’s vision, mission and culture
2. Management- The means by which the organization’s staff and management implements the Board’s vision, and strategy
3. Program Delivery & Impact- The means by which the organization creates, delivers and adjusts its programs and measures their effect to address member issues
4. Relationships and Collaboration- The ability to build capacity, develop funding, communicate and share resources to deepen impact
5. Finance- The financial health, wellness, culture and stability of the organization and how it enables the delivery of the strategic goals

In the next section, to the best of my knowledge, I will evaluate the Board with the above criteria, while also discussing how the proposed bylaw changes advance (or hinder) the Board’s ability to operate under these criteria.

How to Read This:

I’ve typically created maturity models on a ten point scale with qualitative criteria and guidance articulated for each proposed level of organizational effectiveness. I’m not going to bore you with that level of minutiae. So instead, let’s break this down to three levels:

Maturity Level	Description
Ad-Hoc	In non-business speak, it means a Board is operating in guerilla-style arbitrary malarkey. A Board does not want to be here.   •Agreement on how to achieve consistent process/performance is not in place •Redundant activities and manual efforts are prevalent •Documentation is lacking, outdated, or non-existent
Defined	Most 501(c)3 Boards are going to operate here. It’s kind of the middling point. You can go uphill or downhill from here.   •Processes/performance is documented and standardized •Processes/procedures communicated and are pervasive throughout the organization •Some automation is in place for process-related activities
Mature/Optimized	Pie in the sky, this is where a Board wants to be.   •Process is pervasive, consistent, and meets all operating and service-level requirements •Continuous process improvement is enabled and is aligned with business objectives •High degree of automation exists within and between processes and/or member services

In the following sections, I’ll include a summary of how the proposed bylaws will help USA Fencing’s Board trend upward or downward, depending on the proposed bylaw, and provide recommendations based on the movement towards a Mature/Optimized Maturity Model.

Maturity Model: Governance

Board Governance effectiveness should be measured via the following criteria:

Vision, Mission, & Values: The means by which the Board directs the organization’s vision, mission and culture, via member management. Define and embody the mission, vision, and goals; articulate desired impact of organization; organizational culture (shared values and practices, behavior norms and performance).

Ad-Hoc	Defined	Mature/Optimized
• The organization’s mission includes some reference to its reason for existence with little linkage to its values and purpose and links to the community; • Has little shared understanding across the organization, and is rarely used to direct actions or set priorities; • The organization’s values do not define a common set of basic beliefs (e.g., social, cultural, etc.) to guide the organization.	• The organization’s mission describes its reason for existence with some linkage to its values and purpose and links to the community • Is shared by some within the organization, and is  often used to direct actions and set priorities • The organization’s values are generally aligned with organizational purpose and are often harnessed to produce impact	• The organization’s mission describes an enduring reality that reflects its values and purpose and links to the community need  • Is universally shared in the organization, and is always used to direct actions and set priorities • The organization’s values are aligned with the organization’s purpose, are stable across leadership change, and are used by the organization to guide its operations and enhance their impact

Assessment: USA Fencing is currently operating in a “Defined” manner with its Vision, Mission, and Values. Among the articulated purposes of the organization listed in Article II of the Bylaws, USFA serves able bodied, Paralympic fencers, and also promotes “anti-discrimination on the grounds of race, disability status, gender, gender identity, color, ethnicity, religion, political opinions, family status or other innate attribute is respected.”

The formulation of a DEIB committee and establishment of an Amateur Fencing Director (two new Bylaw proposals) will help to advance USA Fencing’s stated purposes and move the Board in the direction of Mature/Optimized. Recommendation: The Board should vote in favor of a DEIB committee and to institute a new Amateur Fencing Director.

Board Maturity & Compliance: Breadth of representation; participation; frequency & regularity of meetings; type of board (working, governing, strategy, etc.); adherence to bylaws; complying with industry standards.

Ad-Hoc	Defined	Mature/Optimized
• Membership with limited diversity in fields of practice and expertise; drawn from a narrow spectrum of constituencies; Few board members contributing financially and actively participating • Meetings are held infrequently and without a structured schedule in place. • Working board in place and does not have defined bylaws and very limited industry compliance.	• Board membership is diverse across fields of practice and expertise; representing key constituencies relevant to the organization • Meetings are held with a frequency that meets organizational needs and have a defined scheduling structure. • Bylaws are in place and complied with; the board’s primary functions are in policy-making and fundraising.	• Board membership is diverse across fields of practice and expertise; all providing active leadership, engagement •  Meetings are at a frequency appropriate to the organization’s needs with nearly unanimous attendance from members • Repeatable processes are in place to modify bylaws as necessary; board type is appropriate for lifecycle stage, validated through self-assessment. Board leverages industry best practices to manage organization.

Assessment: USA Fencing has fluctuated between Ad-Hoc and Defined when it comes to Board representation—mostly due to the “diversity across all fields of practice” criteria. The Board previously eliminated the Parent representative, which advocated for an important stakeholder constituency. Also missing is a referee-specific representative on the Board, which is even more important given the referee commission’s grey area of operating between Operations and Governance.

The proposed bylaws would help in some regards, but fall short of advancing Board maturity. They propose that “two parafencing representatives, one from each gender” (previously only one) which would be a nice expansion of para representation.  

Absent from the proposed bylaws is minority representation as a voting member of the Board. The formulation of a DEIB is a step in the right direction, but a close reading of the proposed bylaws does not seem to provide a codified voting seat on the Board for the DEIB chair.

Oddly, the proposed bylaws state that candidates “shall disclose any felony convictions and any other period of ineligibility” or any “anti-doping violations.”

Lastly, the work and efforts of Holmes and Anthony to align governance structure to industry best-practices was much needed work in getting the organization aligned with other NGB’s.

Recommendation: The Chair of the DEIB committee should have voting rights on the Board as an Athlete Director to provide representation. In the future, the Board should reconsider the decision to remove the Parents Director, and consider instituting a Referee/Volunteer representative.

As a next-phase of Holmes and Anthony’s governance work, it is recommended to evaluate the Athlete Director model, and instead consider representation from Parents, Coaches, Referees and athletes. Restrictions imposed by the Ted Stevens Amateur Act require 33.3% athlete representation, but the current criteria are somewhat restrictive, limiting the athletes to those who have represented the “United States in the Olympic Games, Paralympic Games, Pan American Games, Parapan American Games, or other Operation Gold designated competition within the preceding ten years as measured from the start ofthe quadrennium (Jan 1, 2017) to be a member of the AAC.”

Further clarification should be provided as to the types of felonies or anti-doping violations that would prevent a member from Board service. For example, convictions for say, marijuana possession ought not to preclude someone from serving.

Board Roles & Summary: Setting & reviewing strategy; board member role definition; succession planning & process for selecting members (including term limits); committee usage (committee roles, committee staff roles).

Ad-Hoc	Defined	Mature/Optimized
• No limits to board size, no or very informal nomination process, no transparency of decision making or term limits, • No formal committees. • Strategy is either non-existent, unclear, or incoherent (largely a set of scattered initiatives); no specific goals; has no influence over day-to-day behavior • Board does not set performance targets for organization and ED • No term limits/poorly defined term lengths	• Size of board is loosely set with a defined nomination process and term limits, some succession planning occurs; • Roles of key board members and committees are defined. • A strategy has been developed and is linked to mission and vision but is not fully ready to be acted upon; and influences day-to-day behavior • Board defines some performance targets for organization and ED. • Term limits and term lengths are ill-defined and/or constantly shifting	• Size of board set for maximum effectiveness with rigorous and transparent nomination process term limits and integral succession planning • Roles of each board member and committees clearly defined and periodically reviewed. • There is a medium- to long-term strategy, that is both actionable and linked to overall mission, vision, and measurable goals; consistently driving day-to-day behavior and actions • Board actively defines performance targets and holds ED fully accountable. • Term limits and term lengths are clearly defined

Assessment: USA Fencing is operating in a “Defined” maturity, and the proposed committee structure under the new bylaws would help advance the Board to a “Mature/Optimized” state.

The proposed shift to align Operations under the CEO and Governance under the Chairman of the Board of Directors will allow for more defined oversight and more specific demarcation of responsibilities.

The Governance committee states that these shifts are occurring to “comply with USOPC requirements for NGB’s,” however, I was unable to find a public-facing document that confirmed such requirements existed.

A 2010 survey found that 70% of Boards impose term limits, and a Board will typically have 3-6 year terms. Last year, the Board imposed a term limit of two terms (eight years maximum) for At-Large Director, checking that box from a governance perspective. The increase in term length to four years for At-Large Directors will align the Board more to industry standards while also allowing for more time to understand the nuances of the organization without having to worry their next election the moment they take office. However, this term limit, combined with the proposal to only select the Chairman of the Board of Directors from the current crop of At-Large Director in theory would mean that the Chairman would only have 0-4 years of experience (either a 1^st term At-Large Director or a re-elected one would be eligible, if I read this correctly).

Recommendation: Let’s start with term lengths: the Board should pass the measure increasing term limits to four years. A common complaint I hear from friends who have served on the Board is that learning the complexities of the organization takes time. Two years is simply not enough time for an At-Large Director to get his/her sea legs and be effective. Increasing to four years puts the USA Fencing Board in line with the industry and allows At-Large Directors to make their mark, and with term limits now capped at 8 years (two terms), this places the Board in line with industry Governance standards.

The next part of this is where things get more complex. I suspect, if one were to poll USA Fencing’s membership to determine if it preferred a member-elected President or two additional member-elected At Large Directors, I would guess membership would prefer the former. If USA Fencing’s purpose in evaluating Governance was to “improve the member experience” as stated in the Guiding Principles section of the proposed changes, then perhaps a formal survey of membership should be conducted to determine the future of the elected USA Fencing President. The recommendations of the Governance Committee may not be aligned with member preferences. Data should be collected before making a determination by the voting members of the Board.  

In terms of incorporation of member feedback, the Board has guaranteed under the proposed transition plan that Burchard will automatically remain Chairman of the Board of Directors until the expiration of his current term in 2024.