Did you all see the request IBLCE made, in May, for members of the public
to submit comments on their proposed by-laws?  Go to
http://iblce.org/news-from-the-board#IBLCE
Outreach and scroll down to "Bylaws public comment."  I am grateful that
IBLCE is allowing public comments to be made.  The survey link (to submit
your comments) is at  http://www.surveymonkey.com/s/BylawsComments

The deadline is TODAY June 7, and I suspect that, if you aren't a
governance wonk, you may have let this opportunity pass.  I was
disappointed that IBLCE did not provide a link to their current by-laws, so
folks could compare the old and the new.  But happily  I have a copy of the
IBLCE March 2009 bylaws.  So my response to the survey was as follows:


1.  Thank you for making these important organizational documents available
for comment to the public at large.  It would have been useful to everyone
else, outside IBLCE, to have a copy of the OLD by-laws (with which to make
comparison).  Luckily I have the March 21 2009 version of the IBLCE
by-laws, which I believe is the current version.





2.  I applaud -- in concept -- removing the old system whereby other
professional assns offered up a candidate for IBLCE BOD acceptance.  It
made sense when there were no IBCLCs from which to seek board members, but
now there are 25,000+ of us in the world.  Professional background is only
ONE component for a competent non-profit board with fiduciary
responsibilities.



3. However, I am concerned because the new by-laws use the old system of
IBLCE BOD self-perpetuation:  members elected by, and answerable to,
sitting IBLCE BOD members only.  That means 9-16 people determine who will
be in charge of the governance for a non-profit organization responsible
for an international certification exam. With no electorate to answer to,
9-16 people will be making decisions that affect 25,000+ certificants
throughout the world.  The risks of "ivory tower" insulation are huge, with
myopic decision-making ... especially when you also propose to eliminate,
entirely, the by-laws section prohibiting conflicts of interest.



4.  Article II has to go back to the drawing board.  The language from the
March 2009 by-laws is much better.  It is critical that you put back IN the
word "protect" [the public] or you've just talked yourself out of an
essential requirement by the Natl Cmsn for Certifying Agencies for
accrediting your certification examination.  That won't go over so well
when you try to renew.



5.  Your "composition" section is sloppily drafted -- there is reference
here to "category" that is nowhere else defined.  With all due respect --
IBLCE has done this many times.  You need MANY more eyes just flat-out
proof-reading documents as important as the Code of Professional Conduct,
and the by-laws.



6.  Your "election" section indicates new BODers will be solicited from
"certificants, organizations and groups."  Why not the public at large?
Since that is whom you are charged with protecting by virtue of the
certification exam which you have been accredited to give?



7.  I applaud the requirement that the Chair and Chair-Elect be IBCLCs.



8.  I wonder why the Chair-Elect is allowed far-ranging powers (ex officio
member of every committee...) and the Chair is NOT.  Seems odd that the
next-one-in-charge in fact has all the power.



9.  It is confusing, duplicative and sloppy drafting to separate out
procedures to remove officers, from procedures to remove directors (section
VII-4 and V-7).  The process is the same -- and every officer is a
director.  Just pick one or the other, and re-title it "Removal or
Resignation of Officers and Directors."



10.  All the work seems to be done by a handful of committees, of which
only 3 of the 9-16 BODers need be members.  That self-perpetuation of ivory
tower myopia scenario is looking more and more real.



11.  Use of Task Forces is smart, and calling them that rather than Ad Hoc
Cmtes is easier to understand by outsiders.  However, are they only to be
made up of IBLCE BOD members, or are outside experts allowed?  Need to say
so, if that is allowed.



12.  I am rather shocked that you would remove, entirely and in toto, the
old Section IX against Conflicts of Interest.  For what possible reason
would IBLCE NOT want to require its BODers and staff to disclose in writing
any possible COI, recuse themselves from decision-making involving a COI,
and to have minutes reflect the same?



13.  Nothing on dissolution of the entity?  No section at all like the old
Article XIII?  I believe both federal IRS non-profit designation, and
Commonwealth of Virginia corporation law, require corporations to contain
within their by-laws a description of dissolution of the entity, should
such a matter come to pass.



14.  I'm willing to bet Virginia also still requires a corporate seal, a la
old Article XV, but I'm willing to be apprised of a change in that portion
of Virginia corporation law.








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

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