US Fencing proposes to make significant changes to its’ Bylaws based on the recommendations of the Governance Task Force (GTF) appointed by the Board back in December 2020. These proposed changes are apparently driven by a need to comply with requirements of the United States Olympic and Paralympic Committee (USOPC) for sports national governing bodies (NGBs) in order to bring their structures and governance into the 21st century. As such, the GTF included an USOPC advisor.

These proposed changes will be adopted by the Board at the August 31, 2021 Board meeting after a feedback period ending on August 26, 2021. Members can email their feedback to the Board at bylawsfeedback@usafencing.org.

See: Governance Task Force Presentation Proposed Bylaws

We are chagrined that neither the US Fencing Board nor the GTF has clarified which of the proposed changes to the bylaws are directly connected to USOPC requirements as some of the proposed changes and the manner in which they will be made strike us as rather imperial.

From President to Chairman of the Board in a rush

The GTF describes the change from President to Chairman of the Board as an innocuous retitling of the position. This is misleading. The proposed bylaw changes will eliminate the position of an elected President at US Fencing. This is a very substantive change.

Going forward under the proposed changes, Chairman of the Board will not be selected by the membership, but will instead be selected by a simple majority of the 12 Board members from amongst the 5 elected at-large directors. This is a material change.

Under Section 6.2a of the proposed bylaw changes, the Chairman of the Board can be removed at will by the Board members, a very drastic departure from the current situation where the Board cannot remove the President except for cause.

Under the proposed bylaws, the responsibilities of the Chairman of the Board remain pretty much the same as that of the President.

The GTF says that these proposed changes are in line with NGB “best practices” and has presented a comparative list of NGBs that have Chairman of the Board (68%) compared to NGBs that have Presidents (32%) as justification. The GTF has also indicated that the title of Chairman of the Board better reflects the responsibilities of the role than President. While these explanations are factually correct, the GTF has not explained how these changes make for better governance at US Fencing. Surely the board needs more in-depth analysis before acting on these recommendations.

Under the current US Fencing bylaws, the President is elected directly by the membership of US Fencing for a 4 year term. The current President, Peter Burchard, was elected by the membership in May 2020, and took office on September 1, 2020. His term as President expires on August 31, 2024.

If the proposed bylaw changes are accepted, Peter Burchard will be the last elected President of US Fencing.

The proposed bylaw changes based on the recommendations of the GTF will re-assign the President, Peter Burchard, as an at-large director immediately on the adoption of the new bylaws in August 2021, and Peter Burchard will be made Chairman of the Board for the remainder of his elected term (Proposed Section 6.6).

In our opinion, the rush to re-assign the President as an at-large director is unseemly and without apparent benefit to either US Fencing or the execution of the role of Chairman of the Board given that:

1. the membership elected Peter Burchard as President of US Fencing to represent their interests over a 4 year term, the membership did NOT elect him to be an at-large director or Chairman of the Board,

2. the rush to re-designate the President as an at-large director and bestow the title of Chairman of the Board on him sidelines the will of the membership, and replaces it with the will of the Board,

3. by its’ own admission, the GTF recommends and the Board plans for the entire transition process on Board re-structure to take 6 years until 2026 to complete, so why the rush?

Starting in 2024, after the expiry of the current President’s term, the newly designated Chairman of the Board will be selected from among 5 elected at-large directors by the 12 member Board of Directors (5 elected, at-large directors, 3 independent, unelected directors and 4 athlete directors appointed by the Athlete’s Council) under the proposed bylaw changes.

In our opinion, the right time to change the designation of President to Chairman of the Board is in 2024, when there will no longer be an elected President or Treasurer, and there will 2 new at-large director positions up for election instead.

Where’s the vote for the President or Chairman of the Board?

Disappointingly, the Board has not taken up the GTF “best practice” recommendation to give a vote on the Board to the proposed Chairman of the Board except to break a tie (Section 7.20 of proposed bylaws). We strongly believe that the vote must be given to the President or Chairman of the Board as the individual is elected to the Board and has a fiduciary duty to the membership which is best fulfilled with a vote in Board decisions.

Extending an Elected Director’s Term of Office by Fiat

We are generally in agreement with the extension of an at-large director’s term to four years from the current two as this facilitates longer term planning and execution capabilities for the role. We are also in agreement with holding Board elections every 2 years so as not to stretch staff resources at US Fencing.

To bring the election cycle to 2 year intervals, the GTF recommends extending the current term of the at-large director elected in 2020 by one year to 2023, so that the position comes up for re-election alongside the 2 at-large directors elected in 2021. The 3 at-large directors elected in 2023 will serve 3 year terms till 2026. The 3 at-large directors elected in 2026 will then serve 4 year terms.

The at-large director elected in 2020 is Lorrie Marcil Holmes, who is a member of the GTF, Chairman of the Ethics Committee in addition to being an at-large Board member.

To avoid all appearance of conflict of interest, Ms Holmes must abstain from voting on the provisions of the proposed Section 7.21 that would extend her term by one year. In addition, Kat Holmes, the co-chair of the GTF and an athlete director must also abstain from voting on Section 7.21 to avoid any appearance of conflict. The 2 Ms Holmes are mother and daughter, and Kat Holmes should not be voting on a provision that extends her mother’s term bypassing an election.

In our view, the election for at-large director should proceed in 2022, and the position should carry a 4 year term, expiring in 2026. The expiry of term would coincide with the 2 at-large director positions elected in 2023 for 3 year terms. At that point, the 3 at-large director positions would be elected for 4 year terms in 2026. This method allows the selection of at-large directors to remain entirely in the hands of the membership and avoids any appearance of conflict of interest.

is due process adequate in the removal of directors?

We are rather concerned with the rush to change the procedures to remove a director from office.

While a director (at-large, independent and athlete) can only be removed for cause, the proposed bylaw changes to Section 10 allow the Board to initiate the removal process by simply passing a resolution stating the grounds for removal without specificity and by providing notice to the affected director of the resolution.

While the affected director will have a minimum of 30 days to prepare a defense and make presentations to the Board, the assumption in the proposed Section 10 is guilty until proven innocent. The Board apparently does not have to make its case or present evidence, it simply needs to accuse.

These changes to Section 10 seem to violate the basic rules of fairness and justice. A re-drafting of the proposed Section 10 to provide due process is essential.

The proposed changes to Section 10 are not part of the recommendations made by the GTF, and presumably are not being done to align US Fencing better with USOPC requirements. We wonder why this short circuiting of due process is necessary?

Selection Criteria for At-Large Directors

Under the proposed bylaw changes, the position of elected President and elected Treasurer will be eliminated and two elected at-large director positions will be added in their place.

THE GTF has not recommended any eligibility criteria for at-large director candidates.

The Nominating Committee continues to have the responsibility under Section 9.3 of the proposed bylaws to nominate candidates to run for election as at-large directors. The Nominating Committee sets criteria as it sees fit for each election.

In the 2020 and 2021 elections, the Nominating Committee rejected three eligible candidates, each of whom then successfully petitioned to run for election. Two of the three candidates went on to win their Board elections, Peter Burchard as President in 2020 and Abdel Salem as at-large director in 2021.

There is clearly a disconnect between who the membership thinks should represent their interests on the Board, and who the Nominating Committee thinks is suitable to run.

Perhaps the Nominating Committee should stop acting as gatekeeper to applications and instead focus on actively identifying and soliciting candidates with skills sets needed on the Board to run for election. In many organizations, the CEO actively works with the Board to identify suitable candidates year round, and courts these candidates to run for election. Because name recognition matters in US Fencing elections, suitable candidates can be given unelected positions, such as Vice Chair, to demonstrate their value and gain name recognition with the membership before actually running for election.

accountability and Separation of operations and governance

We like this very much. Well run organizations delineate responsibilities very clearly, reward people for success and hold people accountable for failures.

The current structure is a jumble with inadequate accountability and confused reporting lines.

The proposed Section 7.2 of the bylaws clearly defines the functions of the Board and clarifies that the Board holds ultimate accountability. One of the biggest responsibilities of the Board is to appoint a well qualified CEO and to oversee that CEO in the operation of US Fencing.

The devil is now in the details of implementation. US Fencing currently lists 13 staff members including the CEO. But under the operations structure proposed by the GTF, the CEO also oversees 10 Resource Teams with anywhere between 6 and 10 volunteer members each. These 60 or so volunteers are vital to the operations of US Fencing . With the bylaw changes, the CEO will be solely responsible for the success of these Resource Teams, setting clear guidelines, expectations and accountability.

For the membership, understanding the nature of work undertaken by the Resource Teams, and knowing who their members are including bios would be helpful in recognizing the value of their contribution to the smooth operation of US Fencing.

DEIB

Diversity, Equity, Inclusion and Belonging - we totally agree that these are important and powerful values for US Fencing to adopt.

As the DEIB Committee goes about its work, we have two major suggestions for them:

1. the US Fencing Board is small with only 12 members - it is imperative that the Board carries a plurality of identities and backgrounds as per the GTF recommendation. Having 2 directors on the Board who are family members, no matter how talented, not only crowds out plurality, it creates an appearance of conflict. The DEIB Committee should recommend that the Board adopt a policy of not allowing family members to serve on the Board simultaneously.

2. we strongly believe that the leadership of US Fencing should reflect the demographics of its membership. Asian American

fencers form an important core of fencers at all levels from Olympians to Junior and Cadet fencers representing the United States to teenage and youth fencers including the 10 year old just starting out, but there are no Asian Americans in leadership roles at US Fencing. The Board must correct this omission and make a pro-active effort to identify Asian American leaders for the Board, Committees and Resource Groups.

Amateur fencing organization director

What is an “amateur fencing organization”? Is there one in existence? Are there plans to create one or more of them? Isn’t US Fencing itself an amateur fencing organization? The language used in the proposed Section 7.4(d) is very difficult to understand. An explanation in plain English would be helpful.

Following the principles of ESG

ESG stands for Environmental, Social and Governance.

The corporate world has embraced the principles of ESG as essential to sound management, sustainable operations and long term profitability. Investors now frequently use ESG filters when assessing potential investments. With the current set of proposed bylaw changes, US Fencing is addressing social concerns with the establishment of a DEIB Committee, and it is also trying to improve governance with changes to the Board and organizational structure.

With climate change a major threat to our world, US Fencing must take action to do its part as well for the environment. The carbon footprint left by a few thousand people flying to a NAC 8 times a year can and should be reduced.

With so much energy going into expanding fencing to less financially privileged groups, a re-think of the current tournament structure is in order. An additional layer of high quality regional championships will lessen the urgency to go to a NAC for some fencers, and regional fencing championships will open up a world of competitive fencing to fencers whose parents cannot spend the thousands of dollars necessary to attend NACs and earn national points.

Helping the environment while increasing inclusion would be a win-win for all.

Feedback to US Fencing

The Board is taking feedback from the membership on the proposed bylaw changes, and can be reached at bylawsfeedback@usafencing.org. The feedback must reach the Board no later than August 26, 2021. The Board will meet to pass the new bylaws on August 31, 2021.

FP gives permission to readers to copy and paste parts or all of this article in support of their feedback to the US Fencing Board.