Feedback Letter to US Fencing Board on Proposed Bylaw Changes
To: The Board of Directors of USA Fencing:
Email: bylawsfeedback@usafencing.org
I would like to thank the Board and the Governance Task Force (GTF) for the time and effort spent in trying to modernize and improve US Fencing’s governance practices.
I am a parent and have been involved with the sport of fencing for more than 12 years starting when my children embraced fencing as their sport of choice. I have been a Supporting/Access member of US Fencing for several years, and very much want to see US Fencing improve its governance practices and its transparency of interactions with its membership.
My professional background as an investment banker, and private equity and start-up investor has given me plenty of experience and insight into what works and what does not in business management and company governance practices. This background informs my review and feedback to you on the proposed bylaw changes.
I agree with many of the proposed changes as these are positive and very necessary, including the streamlining of the organizational structure and reporting lines for the numerous committees, resource teams and task forces that assist in the functioning of US Fencing. Extension of an at-large director’s term to four years from two is also necessary to enable more effective execution of responsibilities. The setting up of DEIB practices is also a big positive.
I do, however, have major concerns with some of the proposed changes that the GTF recommends:
Change from President to Chairman of the Board
This is a very substantial change that moves US Fencing from a President directly elected by the membership to a Chairman of the Board selected by a simple majority of the Board. This proposed change sweeps aside 100 years of tradition and should only be taken after very serious debate involving the Board and the membership.
I understand that the Governance Task Force (GTF) has based its recommendations for the change on the fact that a majority (68%) of National Governing Bodies (NGBs) have a Chairman of the Board and a minority (32%) of NGBs have a President. This statistic alone cannot be justification for recommending such a major change.
The Board needs to ask the GTF to explain the substantive benefits to US Fencing of having a Board selected Chairman instead of a membership elected President and to explain how the NGBs with a Chairman have improved their governance compared to NGBs with a President. This is an explanation that I believe both the Board and the GTF owes to the membership.
Re-designation of Peter Burchard as an At-Large Director and Chairman
The membership voted for Peter Burchard to be President of USA Fencing for four years and the Board should respect this vote. Re-designating the President as an at-large director and bestowing the title of Chairman of the Board on him part way through his elected term sidelines the will of the membership, and replaces it with the will of the Board.
Given that the entire transition process to re-structure is expected to take 5 years until 2026 to complete, it would be more respectful of the voting membership to change the designation of President to Chairman of the Board, if at all, in 2024 when the term Peter Burchard was elected for expires.
Vote on the Board for the President or Chairman
Every person elected to the Board by the membership must have a vote in Board decisions. This includes the President and if the proposed bylaws pass unchanged, it will include the at-large director selected by the Board to be Chairman. This is the only way for the President or Chairman to fulfill their fiduciary duty to the membership.
Despite the GTF recommendation that the Chairman be given a vote on the Board, Section 7.20 of the proposed bylaws is explicit in that the Chair/President can only vote in the event of a tie.
Section 7.20 must be changed to reflect the GTF’s recommendation.
No Extension of a Director’s Term
The Board should not extend the term of the at-large director elected in 2020 for two years by an additional year. Lorrie Marcil Holmes, the director elected in 2020, is both a GTF member and an at-large director. Her daughter, Kat Holmes, is co-chair of the GTF and an athlete director. In the light of these familial relationships and their positions on the GTF, the extension of term of the at-large director elected in 2022 by the Board without an election creates the appearance of conflict of interest. This is not good governance.
US Fencing must hold an election in 2022, and the membership can elect an at-large director for a 4-year term at that time. The expiry of term in 2026 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 even as US Fencing transitions to 4-year terms for at-large directors elected in 2-year intervals.
Further, the familial relationship and the potential for conflict requires that both Lorrie Marcil Holmes and Kat Holmes abstain from voting on any proposal to extend Lorrie’s term in office.
While the GTF did not address this issue, I recommend that the Board consider extending the term of Independent Directors to four years. There is a learning curve for new directors, and a longer term allows for more effective fulfillment of the role and responsibilities of the Independent Director. The exclusion of those “having an immediate family member who has participated in a fencing event” from being an Independent Director casts too wide of a net, and excludes many who know fencing well, have relevant skills to serve US Fencing and who can easily serve without any conflict of interest. I recommend that the Board re-define this exclusion to open the door to those who can make a positive impact in serving US Fencing.
Thank you again for the opportunity to give the Board feedback. I look forward to the US Fencing Board giving my concerns serious consideration.
Donna Meyer
August 24, 2021