Understanding the Relationship between USA Fencing Operations (CEO) and Governance (Chair)

Intro

If you’ve ever approached Peter Burchard and told him: “I want NAC’s to be exclusively in Richmond, VA,” chances are, you’re talking to the wrong person.

If you’ve ever approached Kris Ekeren and said: “I want you to put Justin Meehan in the USA Fencing Hall of Fame,” you’re also talking to the wrong person (never mind that he wouldn’t fit in there).

So what is the role of the USA Fencing CEO (Kris Ekeren)? What is the role of the Chairman of the Board of Directors (Peter Burchard)? This article seeks to clear up some of their responsibilities in layman’s terms.

Although the recently enacted bylaw changes generated some passionate discussion surrounding the topic of a member-elected President versus a board-appointed Chair, perhaps the new bylaws’ biggest strength was in their strong definitions of roles and responsibilities between the CEO and the Chairman of the Board.

Historically, the line was blurred, and it often worked to the detriment of the organization.

Imagine for a second that you’re a player on a football team. Suppose, the Head Coach of the team is named Beater Purchard, and the Quarterback is named Swiss Kekeren.

It’s natural for you to expect Beater to develop a gameplan for the team and to strategize putting them in the best position to win. Swiss is going to serve as the field general, relaying play calls to her fellow teammates, leading the team to victory, and making sure the plays are run before the play clock counts down to zero.

Suppose for a moment though, that Beater says to Swiss: “I’m going to quarterback this team instead,” or Swiss says to Beater “I’m going to make the gameplan, not you.”

The likely outcome here, is that Beater is going to throw a lot of interceptions and Swiss is going to call for a QB sneak at 4^th and 20, resulting in a turnover on downs.

If this dysfunction continues, however, then the football team is likely to lose games, the Coach is likely to lose the locker room, and that’s where ownership (the Board) steps in and says “sayonara” to both.

Good governance, and a demarcation between Governance and Operations is not so different from the analogy used above, and when these two entities work symbiotically, an organization works at its best.

Executive Summary

This is a long article. So let’s break it down in simplest terms for an executive summary:

• What is Governance? It is the area of the organization responsible for strategic oversight and execution, financial stewardship of the organization, ensuring ethical compliance across all areas of the sport, and holding the CEO accountable for tracking to our strategic plan objectives.
  • It is the responsibility of the Board of Directors under the leadership of the Chair of the Board.
  • Governance org. is comprised of the Board of Directors (we break down who is a part of the Board, their term lengths/limits, and how they get into office)
  • The Committees of the Board fall under the Governance organization (we break down the committees and what each of them does)
• What is Operations? It is the area of the organization responsible for day-to-day functioning of USA Fencing (the national office staff)
  • It is owned by the CEO (who is appointed by the Board)
  • Operations is comprised of the National Office staff (we give a high-level overview of who does what in the national office)
  • Operational Resource Groups fall under the Operations organization (we break down what these ORG’s are and their functions)
• These two wings have a symbiotic relationship but must remain separated in roles and responsibilities to ensure accountability. Further, they must remain distinct to ensure effective and economical functioning of the organization as a whole.
• We answer questions from the community with regards to what all of this means for them.

What is USA Fencing Operations?

The recent Governance Task Force (GTF) report defined Operations as the “day-to-day functioning of the organization.” Think of it like the National Staff office, including (but not limited to) marketing and communications, tournament coordination, development, and athlete development.

Operations are run almost exclusively by the CEO, with some grey areas including but not limited to the Referees Commission (RC). The CEO will also oversee Operational Resource Groups.

The Operations Org. (Select Roles Defined)

The Job	Responsibilities
CEO	Manages entire national office staff and day to day operations of USA Fencing; serves as the organizational spokesperson. The CEO, unlike the Chair is a paid position by USA Fencing. This position is appointed by the Board of Directors (and may be removed by them as well).
Events Manager	Coordinates logistics for events, including venue booking, travel agreements, etc.
Director of Development	Works with the Board of Directors and trustees to strategize and execute development plan.
National Team Coordinator	Manages logistics for traveling athletes to ensure they get from point A to point B without getting lost in the shadow realm.
SafeSport Coordinator	Ensures member compliance with training, member compliance with SafeSport background checks, provides educational resources to clubs/members/coaches/parents, and helps coordinate SafeSport complaints that do not fall under the exclusive or discretionary jurisdiction of the US Center for SafeSport (USCSS). More on this role and the relationship with USA Fencing can be found here.
Membership Services	Processes club/membership renewals, makes changes/corrections to member profiles, and manages the club insurance program.
Sports Performance	Responsible for performance enhancement (not the drug variety, mind you) in the sport of fencing, including mental health, strength and conditioning, sports medicine, and nutrition.
Marketing and Communications	Liaises with membership and executes strategic communications, informs membership of important policy/tournament-related issues, updates the USA Fencing website, and live streams ceilings.
Finance	Manages accounting and finance, creates and manages budgets. Serves as de-facto HR representative as well.

Operations: Operational Resource Groups

Under the old governance structure, all committees and resource groups fell under the jurisdiction of the President (Governance). This was an insane amount of work for one executive to have in his/her scope! The GTF Task Force changed the scope in a way that allowed the CEO to assume jurisdiction of day to day fencing related resource groups, and the Chair of the Board to focus on strategic committees.

So below is a description of the operational resource groups falling under the purview of the CEO. The Chairman of the Board is generally not involved in these areas under the new Governance model, though the staffing of these ORG’s is the decision of the Board, and the ORG’s are expected to provide reports to the Board.

A complete list of charters can be found here.

Resource Group	Responsibilities
SEMI (Equipment Technology)	In charge of all competition equipment and technology needed to run fencing events. So when it comes to things like uniform regulations and armory-related things, it’s coming through SEMI.
Tournament	Oversees USA Fencing domestic tournament structure, coordinating national/regional calendars, event staffing, tournament complaint resolution, and evaluates potential new tournament formats. The scope of this one is big!
Veterans	Fosters continued fencing/development for Veteran fencers (those aged 40+).
Division Resource Group	Advises the BoD and National office on division related issue and concerns.
Marketing & Communications	Advises Operations team on marketing/comms issues, revises marketing/comms plans as needed, and assists with sponsorship needs.
Safe Sport	Assists USA Fencing SafeSport coordinator by providing feedback on proposed policy changes, educational programs, and serves on SafeSport panels when necessary.
Member Services	Provides feedback on benefits, member fees, programs to build membership, and club support/growth.
Sports Medicine	Provides guidance on sports science/technology, ensures optimal medical support is provided to athletes at domestic and international events.
Sports Performance	Establishes selection procedures, program evaluations, and education programs for referees and coaches.
Paralympic Development	Responsible for building and enhancing the wheelchair fencing program in the US.
Youth Development Resource Team	Discovers ways to make little kids kick ass at Fencing and grow the sport in that are group (14 and younger).

What is USA Fencing Governance?

The Chairman of the Board of Directors (manager of Governance) is focused on setting the Board’s strategic priorities, managing committees of the Board, task forces, and working with the CEO to fulfill Board objectives. Governance also focuses on financial oversight and ensuring the organization remains in legal/ethical compliance.

With few exceptions, the Chair is not expected to provide direction to the national office staff, and instead operates with a laser-focus on all things governance and the Board of Directors.

The Governance Org. (Board Roles Defined)

Under the new bylaws, Board now comprises of 12 voting members (5 Member-Elected At-Large Directors including the Chair, 3 Independent Directors, and 4 Athlete Directors) 

The Chairman of the Board shall be elected via his her At-Large Director peers.

The Job	Term Length and Limits/Voting Member?	How Many?	Responsibilities
Chairman of the Board of Directors (Previously President)	Four-year term (two consecutive term max). Voting member.	1	The “captain of the Board,” manager of all committees of the Board and task forces. Responsible for policy-making, financial stewardship, fostering relationships with the US Olympic and Paralympic Committee (USOPC) and FIE. The Chair (unlike the CEO) is a volunteer position elected by the sitting pool of At-Large Directors. The Chair is now a voting member of the Board.
At-Large Director (Board of Directors)	Four-year term (two consecutive term max). Voting member.	5 (Includes Chair)	At-Large Directors are member-elected Board positions, serving four-year terms (two term limit). Per the bylaws, there are five At-Large Directors, each with a vote in all Board matters.
Athlete Directors (Board of Directors)	Four-year term (two consecutive term max). Voting member.	4 (Will become 5 if Amateur Fencing Director is Appointed)	The Ted Stephens Amateur Sports Act stipulates that no less than 33.3% of a National Governing Body’s (NGB) Board shall comprise of athlete directors (four, in the current structure). Athlete Directors are elected by their peers on the Athlete Advisory Council and serve to represent the interest of all athletes. Athlete Directors are voting members of the Board, and serve four year terms (capped at eight consecutive years). More on the criteria for selection can be found here.
Independent Directors (Board of Directors)	Four-year term (two consecutive term max). Voting member.	3	Independent Directors are individuals brought in from outside the organization who have not been affiliated with USA Fencing for the previous two years via membership or nepotistic relationship with a member of the organization (more criteria can be found in the bylaws, Section 7.4). Independent Directors are nominated by the Chair and voted in by the Board of Directors, serving four-year terms (capped at eight consecutive years).
Treasurer (Board of Directors)	Treasurer does not appear to have a defined term/limit under new bylaws. Non-Voting member.	1	Previously a member-elected position, the Treasurer is now an advisory role appointed by the At-Large Directors. Treasurer is responsible for financial stewardship of the organization. The Current Treasurer (David Arias) is also serving as an At-Large Director until his term expires in 2024.
Amateur Fencing Organization Director	Four-year term. Does not appear to have a term limit. Voting member.	0 (At this time. There is no limit to # of AFOD’s in the bylaws)	Newly established position under the recently enacted bylaws, the Amateur Fencing Organization Director oversees high-performance management and Paralympic fencing. No individual currently sits in this role.
Vice-Chair	Serve from appointment until the next annual meeting. Non-Voting member.	No limit.	The Vice-Chair is an advisory member of the Board who may be nominated by the Chair of the Board of Directors. Vice-Chairs operate in a non-voting capacity and provide strategic direction to the Board and the organization. There is no limit to the number of Vice-Chairs that may be appointed, though the organization has typically had 1-2 at a time.
Secretary	Serves “at the pleasure” of the BoD.	No limit.	Prepares and distributes agendas/minutes. Advisory, non-voting role that is appointed by the Chair or the BoD. Can be a member of the national office staff.

Governance: Committees of the Board

Committee	Responsibilities
Audit	Reviews and oversees financial procedures, controls, reports, and regulatory filings of USA Fencing.
Budget	Works with operations staff to develop USA Fencing’s annual budget, presents budget to the Board for review and approval.
Election	Administers election of National officers, Hall of Fame votes, ensures fair elections (with candidates in compliance with election rules), validates candidates who submit nominations via petition.
Nominating Committee	Nominates candidates for elected office, who membership then responds to by saying “no thanks, that won’t do” and elect someone else instead.
Ethics	Promotes a culture of ethical conduct at all levels of the organization. Reviews Codes of Conduct, conflict of interest regulations, and addresses any reports that may violate ethical standards.
Hall of Fame	Reviews qualifications of candidates nominated for USA Fencing’s Hall of Fame and oversees membership election of said candidates.
Diversity, Inclusion, Equity, and Belonging	Ensures diverse representation across USA Fencing, including its Board, Committees, and Resource Groups. Promotes anti-discrimination policy at all levels of fencing.

Questions From the Fencing Coach Community:

What happens when both governance and operations claim jurisdiction over an area? One of the greatest benefits of the new bylaws is that they help to deconflict who is responsible for what areas between Governance (Chair) and Operations (CEO). The Chair now has very clearly defined “Committees of the Board” for which s/he is responsible, and the CEO has Operational Resource Groups for which s/he is responsible.

The outputs of a Committee of the Board have direct influence on the strategic oversight and financial management of the organization, whereas the Operational Resource Groups have a focus on matters directly relating to day-to-day operations of USA Fencing and the national office staff.

The line is very clearly drawn at this point regarding which areas the CEO and President are responsible for. Of course, unforeseen grey areas are bound to arise, and failure to address these may result in a rift between the Board and Operations, the Board and the Chair, or the Chair and the CEO (or a combination of all those things) which you never want. The Board should be expected to help deconflict these situations as they arise.

What role does Governance have in oversight of Operations? It starts with the CEO role. The CEO is appointed by the Board of Directors (it’s not just a random hire), and in situations where the CEO may not be fulfilling his/her objectives as set by the Board, then the Board may remove him/her from the position.

The more clearly defined the Board makes their strategic plan and performance metrics upfront, the easier it is for a CEO to manage expectations. And the good news is, all of this is in plain sight for membership to see via the 2021-2024 Strategic Plan. Not only does the plan have qualitative measures defined e.g. “grow the sport of fencing,” but proposed metrics to support these individual objectives.

The Board should be expected to define these objectives, but you never want to be in a situation where the Board is micromanaging the CEO, because then it makes it difficult to define who’s accountable for each outcome. Mutual skepticism is healthy between the CEO and the Board, and a culture of candor in which each challenges the other produces positive results. 

In what ways can members hold both sides accountable? Two ways come to mind. Number one: Elections. Our At-Large Directors comprise the largest chunk of our Board (5). They are the only member-elected positions. If you feel any of these individuals are not representing your best interest as a member, find candidates who will. To get on a soapbox for a moment—our biggest election to date was Burchard’s Presidential election. ~1,700 or so members voted. But according to the member list I just pulled, we have close to 8,000 members who are 18 and older and eligible to vote. Voting is easy and can be done in a few clicks. We need to get our membership more involved! Number two: stay informed. As I’ve highlighted in this article, the structure of this organization isn’t super simple stuff. Try to read minutes, listen to roll-calls, see how your elected officers vote. Know who’s responsible for what area between operations and governance, and provide feedback where necessary. The Operations side of things, our national office staff is amazing. Just top notch customer service top to bottom. They’re willing to help, they’re willing to listen, and despite working with reduced staff due to pandemic, it’s remarkable what they’re able to get done.

How does any of this affect me, amateur fencer who occasionally ventures to NACs? Broadly, not a ton. Even when the organization was in the financial pits, NAC’s were still happening, and Fencing as we know it continued on. It’s going to impact you in more subtle ways. For example: the Board is currently considering a safety measure that will require some safety amendments to masks. Those include reducing bibs to have cloth resistance of 350 Newtons (instead of 1,600 Newtons) and requiring two safety systems to the rear of the mask. In the pandemic, it may impact some safety measures like vaccine requirements, proving negative tests, requirement of N95 masks, etc. But even if you’re a casual fencer, remember—we’re a community-based sport. It’s important to stay informed, because while the subtle things may impact you, we have an ongoing crisis with systemic sexual abuse in our sport that has been insufficiently addressed. That may not impact you directly, but it’s something we must collectively address as a community.