How the US Fencing Bylaws bypass the membership, and create an unaccountable Board
This article was originally published on May 1, 2019 by Fencing Parents and has been revised on May 8, 2020 to reflect more precisely the Bylaw amendments that reduced the number of elected Directors to 5 from 11.
“Board members are the fiduciaries who steer the organization towards a sustainable future by adopting sound, ethical, and legal governance and financial management policies, as well as by making sure the nonprofit has adequate resources to advance its mission.”
Good governance starts with the bylaws of all non-profit organizations. According to The Balance, “a nonprofit's bylaws are both a legal document and a road map for an organization's actions. A required element when forming a corporation, bylaws are a form of agreement or a contract between the corporation and its owners (membership) to conduct itself in a certain way.”
See: The Fiduciary Responsibilities of a Non Profit Board of Directors
The US Fencing Bylaws are very unusual in facilitating the appointment of significant numbers of Officers and Board members without an open and fair election by the membership. These are positions of substantial influence and authority over the governance and management of US Fencing’s affairs, and should always be elected by the membership. Only 5 of 10 Board members and Officers are freely elected by the full membership of US Fencing, and 2 more are selected by the Athlete’s Council. The rest are appointed.
In comparable amateur sports governing bodies like the US Rowing Association and the US Curling Association, their Bylaws require that the majority, if not all Board and Officer positions are elected by the full membership of the organization. We will draw comparisons with the US Rowing Association and US Curling Association throughout this article to draw comparisons and make illustrations on how other niche amateur sports governing bodies conduct themselves.
US Fencing’s Bylaws do not to conform to the “best practices” of other niche sports governing bodies in material areas relating to Board composition, Board election and appointments, Board powers and responsibilities, the Chief Executive, amendments to the Bylaws and conflicts of interest.
US Fencing’s Bylaws grant a few specific Board positions substantial executive and managerial powers over the operations of US Fencing in a way that violate fundamental “best practices” for governance and management of non-profit organizations.
The elimination of elected Board positions at US Fencing
The Board of US Fencing amended the Bylaws on June 21, 2014 to bring the organization to its current state of being.
The Board eliminated 6 elected positions during that day:
Elite Coach Director
Club Director
Age Group Parent Director
Volunteer Staff Director
At-Large Director (reduced from 4 to 3)
Athlete Director (reduced from 3 to 2. Athlete Directors are not elected by the membership, they are selected by the Athlete Council and must meet competitive performance criteria to qualify as Athlete Directors)
As you can see, many of these positions represented specific constituencies within the US Fencing community. The Board eliminated their representation in a Bylaws’ amendment coup.
Over the course of the same period, the Board increased the number of “Independent Directors” from 2 to 3. These “Independent Directors” are handpicked by the President, but not elected by the membership .
The Bylaws provide for the Board to appoint an unlimited number of unelected Vice Presidents “to advise the Board and assist the President in the discharge of his duties”. The Vice Presidents have extraordinary influence but they are not elected by the membership, and not accountable to the membership.
Since September 1, 2016, the Bylaws limit the Board of Directors to 10 members when there were 15 before. There are no limits on the number of Officers who can be appointed by the President and the Board
Of the 10 Board members, only 5 are openly and freely elected by the membership. 2 members are Athlete Directors selected by the Athlete Council (as required by the Amateur Sports Act for sports governing bodies). And 3 “Independent Director” are nominated by the President, and serve as unelected members of the Board.
The Board currently has 3 unelected Vice Presidents appointed by the President and the Board.
Except for the Athlete Directors, there are more unelected positions, a total of 6, than there are elected positions, a total of 5, in the Board and Officer composition.
The Board and Officer composition at US Fencing looks like this today:
President (elected) - up for election in 2020
Treasurer (elected) - up for election in 2020
At-Large Director (elected) - up for election in May 2019
At-Large Director (elected) - up for election in May 2019
At Large Director (elected) - up for election in 2020
Athlete Director (appointed by Athlete Council)
Athlete Director (appointed by Athlete Council)
Independent Director (appointed by President and Board, not elected)
Independent Director (appointed by President and Board, not elected)
Independent Director (appointed by President and Board, not elected)
Vice President (Officer appointed by the Board, not elected)
Vice President (Officer appointed by the Board, not elected)
Vice President (Officer appointed by the Board, not elected)
Of the 13 people in leadership positions at US Fencing, only 5 (38%) are elected by the membership. The elected Board members together with the 2 Athlete Directors represent just about half of the total leadership of US Fencing.
There are currently 3 unelected Vice Presidents, and under the Bylaws, the President and the Board can add as many more Vice Presidents as they desire without any input whatsoever from the membership.
In an election, those seeking office must campaign and inform the membership why they are running for office and explain what they seek to accomplish on behalf of the membership while in office. The membership elects a candidate on the basis of whether the candidate’s manifesto resonates with what they want from the organization.
When a Board member or Vice President is appointed and not elected, that person never has to explain their motivations for being on the Board to the membership or lay out what they seek to accomplish on behalf of the membership. The nexus of accountability is missing.
In a member organization like US Fencing where the majority of funding comes from membership dues and NAC fees paid by members, it is only right and fair that the US Fencing leadership is chosen by the membership itself, and not by the President and the Board.
Such a large number of appointed positions violate the basic principles of good governance including transparency, accountability, inclusivity, participatory, and concensus oriented practices.
You can see the US Fencing leadership table HERE.
BIG QUESTION: Can the leadership at US Fencing, where only half the Board is selected through an electoral process, truly represent and be sensitive to the needs of its 35,000 strong membership (60% of whom are fencers under the age of 18)? Is this made worse by the fact that there are no term limits to any of these positions?
I think we all know the answer to these questions. It is not possible for a Board that is remote from the membership to have any idea what the membership wants or needs, and to take action in accordance with the best interests of the membership.
Let us compare US Fencing’s Board composition to that of the US Rowing Association and the US Curling Association, where the latter 2 organizations have Boards that are elected by their memberships.
At the US Rowing Association, all 14 Board members are elected by the membership under Article VI, Section 48 of the US Rowing Bylaws. US Rowing separates voting between organizational, and individual members by region, each group is represented on the US Rowing Board by someone they freely and independently elected.
The US Curling Association Bylaws provide for elected Board members (Section 7.6) as well as Board appointed Board members (Section 7.7). In the spirit of proper representation of its membership, The US Curling Board of Directors comprises 22 members, 21 of whom were elected by the membership, and one Board member was appointed by the Board itself. US Curling also engages the idea of regional representation that takes into account total membership dues paid by each region.
While the successes and failures of the US Rowing Association and the US Curling Association are outside the purview of this article, they do have leadership structures that are openly and freely elected by their memberships.
At the very least, US Fencing should be following the example set by US Rowing and US Curling instead of branching off into Board structures that lock out the voice of the membership.
As parents of fencers, we have all felt the failure of leadership at US Fencing first hand. These include:
“Milking” the NACs to cover funding shortfalls, with nasty outcomes for fencing families
The deliberate decision to pick inconvenient NAC locations with cheap venues without regard to the exclusionary impact on less well-off fencers, or the hardships and financial penalties imposed on fencers from the West and from smaller cities around the country is as obnoxious as it is incompetent. This totally violates the spirit of US Fencing’s mission to promote the sport of fencing in the US.
The nonsensical explanations given by US Fencing for the terrible locations and the fee raises have included illogicalities such as US Fencing’s need to curtail the number of fencers attending NACs because US Fencing can’t handle the large numbers anymore. First of all, as the governing body for the sport of fencing, US Fencing should be ecstatic that the sport is growing so rapidly, and should not be discouraging fencers by deliberately creating hardships. US Fencing should rise to the occasion, not be defeated by it!
There are far better and effective ways to reduce the number of fencers going to NACs and Summer Nationals than through the clumsy and insensitive mechanism of terrible NAC locations and increased NAC fees.
Despite years of survey feedback, emails and phone conversations about NAC locations, apparently no one is listening at US Fencing.
The 2019/2020 NAC schedule is an act of unaccountable arrogance towards the NAC-going membership.
FP acknowledges and appreciates that USA Fencing made some significant improvements in NAC locations for 2020/2021. The big question is whether we will be able to access these locations due to the disruptions from COVID-19.
What are the SJCCs and IRCs for?
If US Fencing genuinely wanted to reduce NAC and Summer Nationals sizes, why on earth did they introduce the SJCC and the IRCs, both of which have inflated the number of fencers qualified for NACs and Summer Nationals.
The IRCs are very problematic. These are events organized outside the United States to help qualify foreign fencers for NACs and Summer Nationals. They are an outrage given that US Fencing cannot even manage the organization of NACs in a fair and reasonable way before venturing overseas to host tournaments.
Why bid to host Grand Prix, World Cup and World Championships when they lose money?
These events are not self-funding, they lack sufficient sponsorship and they lack a ticket-buying audience. See: NACs will generate an estimated $1.9 million surplus, so why did US Fencing raise event fees? for an in-depth examination of the finances at US Fencing.
Hosting these high prestige, but money losing tournaments does not in any way serve the best interests of the US Fencing membership. They are frequently hosted in cities where few fencers actually live, so there is little benefit to local fencers since there are few to none available to attend.
These international tournaments do not make our fencers more competitive, the data does not show that US fencers win more medals when competing on home turf. The only benefit is that as the host country, the US can send a larger team of competitors than usual.
Why use NAC surpluses to fund these money losers, when there is a crying need to fund referee training, and provide better financial support to our fencers when they compete internationally for the United States.
Unless US Fencing finds ways to make these tournaments self-funding, the responsible thing for the leadership to do is to stop bidding for them.
Failing to allocate funds to implement a formal and systematic referee training program
This is a grave injustice to both the referees and to the fencers. It is a real shame when a fencer loses not because he/she lacks skills, but because the referee lacks the skills due to lack of good training.
See: Water Shortages and Bad Calls at the Denver Junior Olympics
Referees are expected to display leadership, not only in making the right calls, but in keeping the fencers and spectators calm and under control. Effective leadership takes training, it does not come naturally.
The referees themselves feel betrayed by US Fencing in its dealings for the enhancement of referee support. See change.org petition by referees to US Fencing Board from a few years back.
Chronically failing to raise money to pay for mission related activities, hence the need to ‘milk” the NACs
This failure is inexcusable! There are fencing clubs and fencing foundations in the US that raise millions of dollars annually to fund their missions. The leadership at these clubs and foundations have inspiring messages and missions that enable them to tap into fencing alumni, the fencing community in general and wealthy individuals to support their causes and to donate generously. What’s stopping the US Fencing leadership from doing the same? Is supporting the cause of fencing not an inspiring one?
The inability to raise money curtails US Fencing’s ability to fulfill its mission. It cannot fund a formal and systematic referee training program, it provides woefully poor financial support to Cadet and Junior fencers who represent the United States, and even to Senior fencers who are not part of the 24 members of Senior Team USA, and it provides inadequate support to fencing clubs and coaches.
The ever expanding roster of staffing at US Fencing
Without a strategic plan that clearly maps out a direction for US Fencing, expanding staffing looks haphazard and wasteful.
Here’s an ad for a Regional Events Manager. What is this position for? Don’t the clubs organize and run regional events?
These are major failings for the governing body of the sport of fencing in the United States.
“Best practices” in the exercise of powers and functions of the Board
It is a generally accepted “best practice” in both the non-profit and for profit world that the Board’s primary job is to:
set the strategic vision,
draw up a strategic plan with the Chief Executive,
hire a strong and competent Chief Executive to execute the strategic plan,
hold the Chief Executive accountable for performance and delivery of objectives, and
establish budgets and perform oversight of financial operations.
A good Board does not get involved in the day to day operations of the organization, it delegates that function to the Chief Executive, who is a full time paid employee of the organization, the Board sets performance standards and goals for that Chief Executive and the Board fires a Chief Executive who under-performs.
what us rowing does
At the US Rowing Association, the Board’s powers laid out Article III, Section 27 of its Bylaws generally adhere to these “best practices” by granting the Board powers to set policies, establish budgets and monitor financial operations, hire, evaluate and dismiss the Chief Executive, and exercise such other powers as vested by law.
Article IV, Section 43 of US Rowing’s Bylaws provides for a Executive Officer who serves at the pleasure of the Board of Directors. Their Chief Executive Officer has full and general power and authority to conduct the affairs of the Association, subject to such policies and limitations as may be adopted by the Board of Directors.
US Rowing’s leadership not only engages in strategic planning, it also shares its plans with its membership.
US Rowing regularly conducts membership surveys on general membership satisfaction, and openly and transparently shares the results of the survey with its membership.
what us curling does
In the US Curling Association Bylaws at Article 7, Section 7.2, the Board must represent the interests of the curling community and its athletes in the United States by providing policy, guidance and strategic direction to the association. The Board provides oversight and direction to the management of the association and its affairs. The day to day operational responsibilities are the responsibility of the CEO.
As a paramount duty, the Board of US Curling will select a well-qualified and ethical Chief Executive Officer and diligently oversee the Chief Executive Officer in the operation of the association. The Board will focus on long-term objectives and impacts rather than on day-to-day management. The Board will empower the Chief Executive Officer to manage a staff-driven organization supported by volunteers with effective Board oversight.
It looks like both the US Rowing Association and the US Curling Association adhere to “best practices” for what a Board’s responsibilities and functions are.
Now let us take a look at what goes on at US Fencing
It looks like “best practices” took a walk.
The President
Under Article Vi Section 1b, the President of US Fencing, an elected officer, is responsible for:
fostering the formulation of policy
developing financial and membership support
conducting relations with USOC, FIE and other authorities
executing the decisions and directives of the Board and Executive Committee (if there is one)
While the 1st responsibility of fostering the formulation of policy is well within the purview of the President and the Board. the 2nd, 3rd and 4th responsibilities look a lot like the responsibilities of a full time, paid Chief Executive.
The US Fencing Bylaws make no provision for a Chief Executive who must be responsible for policy implementation and day to day operations. In an organization following “best practices”, the Board oversees and holds the Chief Executive accountable for performance and delivery of objectives.
In the US Fencing Bylaws, there are NO provisions for holding the President accountable for delivering on policies and objectives, but yet, the President is vested with these responsibilities. Under Article X. Section 3 of the Bylaws, a Director can be removed for cause, but not for failing to meet policy and operational objectives.
The position of President at US Fencing is typically held by someone who has a full time job elsewhere. In the current President’s case, he is the Head Coach of Ohio State University’s Fencing team, the owner of a production business, Swordsports, the owner of the Warrior group, a consultancy, and a Vice President of the FIE . Since the job of Head Coach is a full time one, as is the ownership of a small business, how is it possible to simultaneously carry out the full time responsibilities of a Chief Executive of US Fencing?
Is it done by delegating these responsibilities to one or more unelected Vice Presidents as allowed under Article VI, Section 1d of the Bylaws? Under the Bylaws, there are NO provisions for holding the Vice Presidents accountable for performance and delivery of objectives either.
The Bylaws also make it difficult to inject new talent and vision into the office of the President. According to Article VI, Section 1c, only citizens of the United States who have previously served the USFA as an officer, member of the Board of Directors or chair or member of a Principal Committee who have served for a minimum of 4 years (increased from 2 years in February 2017) may hold office of the President.
This sounds a lot like a deliberate entrenchment of vested interests to keep out “fresh blood”. There are no comparable provisions at US Rowing or at US Curling restricting who can be Board President or Board Chair.
The Treasurer
Under Article VI, Section 1c, the Treasurer, an elected officer is responsible for:
overseeing the accounting for all moneys and assets of US Fencing
submit reports of financial transactions of US Fencing to the Board and at the Annual Members’ Meeting
conferring with independent auditors and report their findings
submitting quarterly sets of financial statements
assisting the Board and the President in the formulation of budgets
chairing the budget committee
Except for the role of assisting in the formulation of Budgets, the other responsibilities described are really the job of a Finance Director reporting to the Chief Executive in an organization following “best practices”.
Unlike a structure where the Finance Director works for the Chief Executive, there are no performance objectives for the Treasurer at US Fencing either.
At US Fencing, the role of the Chief Executive has been split between the President, the Vice Presidents and the Treasurer.
Why is this bad? Because there is no one overseeing them, evaluating them and standing ready to fire them if they do not meet performance objectives.
Remember that the US Fencing Board and Officers is made up of 5 elected members (including the President and the Treasurer), 2 Athlete Directors and 6 members appointed by the President and the Board. It is unlikely that this Board composition will be effective in holding the President, Vice Presidents and Treasurer accountable for meeting performance objectives, assuming these objectives even exist. There is certainly no power to fire them for not meeting objectives.
The Board’s functions at US Fencing
The US Fencing Board under Article VII, Section 1 of the Bylaws is vested with the full powers and responsibility for the management and policies of US Fencing.
Take note that not only is the Board responsible for policy making, it is also in charge of the management of US Fencing. This really violates ”best practices” for the proper running of an organization.
US Fencing lacks professional management under an empowered and accountable Chief Executive, but instead has various Board members set up under the Bylaws to manage US Fencing while holding full time jobs somewhere else.
This sounds like quite a disaster. Unlike a Chief Executive, the Board has no performance benchmarks for itself, and cannot be fired for under-performance.
Changing the Bylaws
easy for the board of US Fencing to change the bylaws
It is very easy for the Board to change the Bylaws of US Fencing. They have enormous power to do so at any time. Remember the 6 amendments over 6 years to reduce the number of elected Board positions.
Any Board member, elected or not, can propose amendments to the Bylaws pursuant to Article XIV, Section 2a, and after following some formal procedures at the Board level, the Bylaws can be changed by an affirmative vote from 2/3 of the Board. The changes then take effect immediately.
by petition and voting for the membership of us fencing
The membership can also petition to change the bylaws through a substantially more cumbersome process pursuant to Article XIV Section 3 of the Bylaws. A petition signed 2% of the eligible voting membership from at least 50 clubs can propose changes to the Bylaws. 2% of the eligible voting membership roughly translates to about 200 members from 50 different clubs. The Election Committee decides whether the petition is procedurally compliant before allowing the petition to be put on the ballot.
The petition will pass if approved by the majority of members casting votes. Any changes that are approved only take effect on August 1 the year they are adopted.
what they do at us rowing
At US Rowing, the membership controls changes to their bylaws on the most important issues. Their bylaws can only be changed with approval of 2/3 members at a Special Meeting on the following important issues:
The powers of the board of directors (Section 27)
The procedures established for the selection of directors (Section 48)
The removal of directors by the members or by the board (Section 53)
The voting rights of directors (Section 32)
The classes and qualifications of membership (Sections 7-11)
The definition of the membership regions (Section 26(c))
The annual and special meetings of the members (Sections 16 and 17)
The requirements of a quorum for members (Section 21)
Any actions taken by members (Section 20)
The voting rights or procedures of members (Sections 16-23, 48-52, 60)
The termination and transfer of membership (Section 12)
Any other matter for which the power to alter, amend, or suspend any Bylaw concerning such matter is reserved to the members under Section 5504 of the Pennsylvania Nonprofit Corporation Statute
The Board is able change the other Bylaws at US Rowing by a 2/3 vote of the Board.
What they do at us curling
At US Curling, changes of the Bylaws are governed by Article 22.
Their by-laws may be repealed or amended, in whole or in part, by a two-thirds (2/3rd) vote of the Board of Directors or the Members.
If there is a conflict between the votes of the Board of Directors and the Members as to amendments or repeal of any of these by-laws, the Members vote will control. The Members may initiate an amendment or repeal, in whole or in part, of any of the by-laws.
conclusion
Until the Bylaws are changed to return power to the membership, we do not expect that much will change at US Fencing. Under the current structure, the membership has very little ability to influence decisions and outcomes. It’s feedback can be ignored with impunity.
Changing the Bylaws requires a petition from 2% of the eligible voting membership from 50 clubs. Drafting a new set of Bylaws that create a transparent and accountable organization responsive to its members is surely motivation for us to move for positive change.
Note: Fencing Parents recognizes that the issues covered here barely begin to scratch the surface. We will continue to cover these issues to help bring parents up to speed on what’s going on in the Bylaws.
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