This is long. Governance geeks sit up!


Folks, IBLCE sent via e-mail a few weeks ago to IBCLC certificants (and
others?) an invitation to review and make comment on their proposed by-laws
changes for the organization. Look for an email from either 26 Jul or 3 Aug
2017. You gotta dig up the email if you want to comment; there is a direct
link within the email. The email also summarizes the reasons for the
proposed changes suggested.


The deadline is today (9 Aug 2017) to make comment and I have only just
been able to immerse in a complete a line-by-line comparison of the
old-and-new bylaws versions. Because I just do things that way. I have
submitted comments to IBLCE, and offer my observations for anyone’s
interest.


(1) It is nice that IBLCE has sought public comment (2,000 character
limit). That is what transparency of government is all about. Given the
structure of the organization, no one has the right or power to make
changes to these bylaws beyond the sitting Directors. The IBLCE Board of
Directors (BOD) doesn’t have to accept or even prove they read any of the
public comments or proposed edits. It is the Directors who will vote on the
final, revised bylaws. Which means if you didn’t get a chance to comment,
don’t be too hard on yourself. It technically doesn’t matter.


(2) There are laudable amendments to use inclusive and gender-neutral
language, to identify the goal of a diverse Board (by “geography, culture,
language, lactation practice setting, discipline and expertise relevant to
the Board’s needs”), to require a “public member” (which is something
NCCA/ICE really looks for, who represents those who might use the services
of an IBCLC without being one themselves), and assure that the majority of
the BOD is comprised of IBCLCs.


(3) One element I found interesting was the new V.4., re: Terms for
Directors. The old bylaws had the fairly standard requirement that
Directors who had served a second 3-year term (for a total of 6 years) had
to rotate OFF the Board for at least one year before being eligible to
serve again. The new bylaws removed that sentence altogether. Sounds like
they want Directors to serve, and then LEAVE. I actually like that. Boards
should have new voices, new perspectives, fresh ideas. We tend to recycle
folks in leadership in Lactation Land, which is not good.


(4) One area gave me great pause, however. It concerns the powers of the
Executive Committee. Walk through the background with me first….


The IBLCE cover letter explains the proposed amendments endeavor to give
IBLCE the “ability to govern nimbly in an increasingly complex and rapidly
changing environment.” Fair ‘nuff. IBLCE has for years used an Executive
Committee (as do many non-profits) to do the homework and “cut to the
chase” on matters that ultimately require full Board approval. IBLCE has a
13-person BOD. The Exec Cmte in the past has been 4 people. The new
iteration has 5 people.


The old IBLCE Executive Committee (VIII.1.) was made up of “the Officers of
IBLCE [Chair, Chair-Elect, Secretary and Treasurer].” The new Executive
Committee composition (VII.) is five Officers, who are the following
Directors: Chair, Chair-Elect, Immediate Past Chair, Senior Board Director,
and Treasurer.


(Note: the Secretary post has been eliminated, because the Chief Executive
Officer [the new title for the head staff person, formerly called the
Executive Director, and not to be confused with an Officer of the Board ….]
performs the fairly mundane reporting requirements usually under the
purview of the Secy, such as minutes preparation and timely tax filings.)


An Executive Committee often operates like something of a “cool kids club.”
A handful of powerful leaders and insiders investigate/discuss/do
whatever-needs-doing, and customarily bring their recommendations to the
full BOD for motions and approval to act. In some organizations this is
called the rubber-stamp phase of BOD action.


The amendments at VII. say, however, that “The Executive Committee
*****shall have all the powers and authority of the Board***** in the
intervals between Board meetings.” (Emphasis mine.)


Further, the proposed amendments, at VI.7. read: “Action at a Meeting. The
act of a majority of the Board Directors, or Executive Committee, present
and eligible to vote at any session at which a quorum of the Board or
Executive Committee is present *****shall be the act of the Board*****
unless the act of a greater number is required by law, the Articles of
Incorporation or these Bylaws.” (Emphasis mine.)


The vests a HUGE amount of power in the Executive Committee. Written as
they are, these new bylaws envision that the Executive Committee can do a
whole boatload of stuff without even getting a rubber-stamp from the full
BOD. Read it again: If there is a quorum of the Exec Cmte present (4 of the
5, per VII.5.) then any action they take is the same as having the FULL
Board that that action.


That means the intentionally inclusive, diverse BOD may not be able to
offer much of its insight and wisdom, if the Executive Committee is being
excessively “nimble in an increasingly complex and rapidly changing
environment.” If an Executive Cmte quorum is 4 out of 5, then any vote they
take means just 3 Directors can make decisions that affect the entire
organization, and all certificants. And regardless of the opinions of the
rest of the full BOD.


The IBLCE Board is already “one step removed” from certificants. It is a
self-perpetuating BOD, meaning one is elected TO the Board BY a majority of
the sitting Board. And re-elected by the same majority vote for a second
term. Putting SO much power in the hands of the Executive Committee sets up
a scenario for a power vacuum. If 3 folks on the Executive Committee have
divergent views from the rest of the full Board, they are vested with the
power and authority to charge ahead with their plans regardless of the
opinions of the rest of Board.


I urged IBLCE to reconsider that language. At the very least, the full BOD
ought to be able to hear and ratify the proposed decisions of the Executive
Committee.


-- 
Liz Brooks, JD, IBCLC, FILCA
Wyndmoor, PA, USA

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