To the Board of Directors of USA Fencing:

(Sent to bylawsfeedback@usafencing.org and all Board members with email addresses disclosed on the US Fencing website)

Proposed Bylaw Changes Need Improvement

The proposed changes to the bylaws are deeply flawed in many respects. The Governance Task Force (GTF) has much work left to do to to convince the membership of US Fencing that the proposed changes are for the better and that they will improve the membership experience of US Fencing. Our editor’s feedback letter to the Board spells out the main issues with the proposed changes as they stand very clearly.

The Membership Wants a Membership Elected President

Secondly, the membership has spoken loudly that they want to a member elected President and are opposed to a Board selected Chairman. The petition circulating since Saturday afternoon “Tell the USA Fencing Board of Directors: Keep President a Member-Elected Position” has 729 signatures (as at 8.02 am PDT), a remarkable number given that the total number of members who pay any attention to Board and bylaw issues is very small.

To put the significance of 726 signatures in perspective for you - this number is equivalent to 54.5% of the total number of people (1,332 voters) who voted in the May 2021 Board election just a short 3 months ago. This 726 number is almost three times (3X) the margin of victory in the election for US Fencing President in 2020. This number speaks for the most engaged individuals in the fencing community, the Board cannot ignore them.

The Board Has 2 Masters

The Board must recognize that it has 2 masters, both the USOPC and the US Fencing membership. The Board cannot trade-off the membership for the demands of the USOPC. To do its job well, and genuinely improve the membership experience and transparency, the US Fencing Board must find a way to accommodate both.

Please do the Right Thing

The Board must do the right thing and send the GTF back to the drawing Board to improve on their proposal. For the sake of good governance and for the sake of its own legacy, individually and collectively, the Board should not pass the proposals as they stand today. Pushing the bylaw changes through on the last day of the current Board’s term is also a bad look given the membership response to the proposed changes. These proposed changes are for the long term better governance of US Fencing, they do not need to be passed today!

Major Issues with the Proposed Changes

We reiterate below the major points raised by our FP editor in her feedback letter to the Board on August 24, 2021:

1. “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.

2. 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.

3. 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.

4. 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.”