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Proposed Bylaws Now Available

04/19/2010, 12:54pm CDT
By No Author

The proposed bylaws are posted for members to review in advance of the election to be held at the membership meeting to be held at Summer Nationals on July 10. 
Please see the Q/A below for information about the proposed changes and the next steps to be taken regarding the adoption of the revised bylaws.

US Fencing Bylaws

What's the process for changing the bylaws?

At their meeting in February the Board of Directors passed the following resolution:

"To refer to the Membership for its consideration, with a recommendation for approval, the Bylaws as proposed by the Bylaw Review Task Force."

The process is specified in our current bylaws (see below).    The text of the proposed bylaws is available on the website.  Members eligible to vote will do so at the Annual Membership Meeting, to be held at Summer Nationals in Atlanta on July 10, 2010   A proxy form will be sent to all voting members so that those members who are not able to attend the meeting or who do not want to attend will be able to vote via proxy.





Section 1.  Manner of Making Amendments. These Bylaws may be amended at any Annual

Membership Meeting of the USFA, or at any Special Membership Meeting of the USFA called

for that purpose, by a vote of the majority of those present in person or by proxy. Voting at such meetings is subject to the provisions of Section 3 of Article XII of these Bylaws. Notice of any proposed amendment shall be given to all voting members of the USFA at least 45 days in

advance of the meeting. Such notice shall be given by publication in an official publication of the USFA or by mailing to all voting members: a summary of the general tenor of the amendments; the text of the amendments; or a notice of where on a website on the internet the text of the proposed amendments may be viewed, provided, however, that if the text of the proposed amendments is not included with the notice, the notice shall include a statement that a copy of such text may be obtained by mail on submission of a written request.

The Board may adopt, repeal, or amend any Bylaws, provided however that such adoption, repeal, or amendment must be approved at the next Annual Membership Meeting or Special Membership Meeting that is held at least 60 days after such adoption, repeal, or amendment, or it shall be automatically revoked.

Why do we need to change our bylaws?

Our current bylaws are now 13 years old, and while they have served us well, the organization has in many ways moved beyond them.  Moreover, the USOC has put considerable pressure on the USFA to update our bylaws to better reflect modern governance practice and the current needs of the organization.

Four of the current officers consider adoption of the proposed bylaws so important that they support approval even though it will remove them from office.

What will happen if we don't adopt the new bylaws?

As noted above, our organization has grown and changed since the current bylaws were put in place, and retaining them will keep us from functioning as effectively and efficiently as we will be able to do with the proposed changes.  In addition, the USOC has been firm in stating its expectations that we must bring our bylaws into compliance with their governance guidelines.  The specific consequences of our not doing so have not been made explicit, but we know that NGBs for other sports have been taken over by the USOC, and that we, and our athletes, are vulnerable to possible cuts in USOC funding.

What are the biggest changes in the proposed bylaws?  Why are they good for the organization?

Board accountability

  • The new bylaws provide for members of the Board of Directors to be elected directly by the voting members of the association, not through intermediate governance units, such as Sections or the Congress, as is now true.
  • Most Board members will be elected to staggered two-year terms; Board members' activity will be subject to frequent review so USFA voting members have more information for the annual election of approximately one-third of the Board.
  • Elections will include at least two candidates put forward by the nominating committee for each position on the Board; additional candidates can be nominated by petition.
  • Use of an electronic election process will facilitate greater voting member participation.

Diverse perspectives

  • Board members will bring specific expertise and experience in the deliberations of the Board of Directors: The diverse composition of the Board allows for multi-faceted expertise and experience in its deliberations.






--Independent perspectives

-- Four "at large" members

--Officers (President and Treasurer)

  • BUT-all members must, as is explicit in the bylaws and in the statement they must sign before taking office, serve in the interest of the association as a whole, not as representatives of any particular group.

Board size

  • A smaller board will permit in-person Board meetings at least quarterly; conference calls and on-line discussions will occur between quarterly, in-person Board meetings
  • The Board will be able to make all major decisions without relying on an Executive Committee to act between meetings
  • Travel and accommodation costs for a smaller board can be assumed by the Association at no additional cost to the organization, similar to our current practice in covering costs for national officers, athlete representatives, independent members and two committee chairs.
  • Board members will take on greater responsibilities regarding committees, including possibly chairing them.
  • Smaller boards are consistent with not-for-profit best practice and USOC guidelines.

Little or no change in many aspects of the organization

  • The proposed bylaws do not mandate any change in the system of Divisions and Sections, and that system cannot be changed without formally amending the bylaws
  • The Athletes Council will be only slightly modified, as requested by the athletes.
  • Most committees will remain as currently constituted.
  • Members retain the authority to nominate candidates and initiate bylaw amendments.
  • Procedures for removal from office will be essentially the same as are currently in place.

Other changes contained in the proposed bylaws

  • Four "standing" committees designed to assure accountability are mandated by the proposed bylaws: the Audit Committee (to assure timely and accurate financial reporting), the Budget Committee (to assure proper considerations inform the formulation of the annual budget and variances from it), the Nominating Committee (itself removed from the political process, the committee is required to propose at least two candidates for each elected position, assure candidates are qualified and provide that expertise important to the USFA is reflected on the Board) and the Election Committee (which functions much like the current Election Committee).
  • The number of officers is reduced from the current six to two, giving the Board the ability to select a non-voting secretary and, if it chooses, vice-presidents, to fill administrative functions.
  • Two candidates for each elected Board position will be put forward by the Nominating Committee; additional candidates may be nominated by petition.
  • Elections will increasingly be conducted electronically.
  • Restated corporate purposes that better reflect the current needs of the members and legal requirement of the USFA.
  • Increased Board transparency through the mandated use of accessible technology.

When will they go into effect? What kind of transition process is planned to go from the old to the new Board structure?

The proposed bylaws specify a transition process that begins at the July 2010 meetings of the current Congress and Board of Directors. 

The Congress, as it has in the past, will elect four at-large members of the new Board.  The Board of Directors will select the Elite Coach, Club, Age Group Parent, and Volunteer Staff directors.

By September 1, 2010 the Athlete Council will select individuals to fill the Athlete Council positions on the Board.

At the annual meeting of the new Board of Directors in the Fall of 2010, the Board will fill the position of secretary and determine whether to appoint vice presidents.

What process was used to draft the proposed bylaws?  Who was involved?

The Board of Directors appointed a Bylaws Review Task Force at their September 2008 meeting.  Jane Carter chaired the group; Donald Alperstein, Greg Dilworth, Alan Kuver, Ivan Lee, and Kalle Weeks served as members.  Their deliberations have taken place for more than a year, with member comment meetings, conference calls, face-to-face meetings, open working sessions, individual conversations, email exchanges and countless drafts. 

During the process of preparing the proposed bylaws, the Task Force had to balance many interests and address many different visions for the USFA.  It was simply impossible to make everyone happy, because not everyone has the same goals, interests or expectations about the organization.  Realizing this, the Task Force prepared a document that incorporated policies on which there was general consensus among USFA constituencies, and where there were irreconcilable differences, the Task Force used its judgment to take the wisest approach.  This doesn't mean that the document is perfect or that alterations won't be needed as times change and experiences shows better ways of doing things.  Mindful of these facts, the proposed bylaws allow maximum flexibility and evolution through streamlined amendment procedures.

What happens to the current officers?  The current Board members?

To ensure continuity through the remainder of the quad, the president and treasurer remain in office until elections are held in 2012.  At their annual meeting in the Fall of 2010 the new Board of Directors will fill the position of secretary and determine whether to appoint vice presidents.  Independent Board members will continue to serve, one for a one-year term, one for a two-year term.  Other members of the new Board will be elected by the Congress and selected by the current Board of Directors at their meeting in July. 

What about Divisions and Sections?

Divisions and Sections remain in place.  Many of our Divisions and Sections function well, their volunteer leaders serving the needs of our fencers with dedication and skill; other Divisions and Sections are not now working in the best interests of our members, clubs, or fencing as a whole.  The Bylaws Task Force heard from USFA members and recognized their deep concern regarding how best to ensure that the needs of our fencers, clubs and volunteers are addressed.  The Task Force concluded that doing so requires a broad discussion across all elements of the USFA and should not be accomplished through the bylaws revisions.  That discussion will require input from our members-fencers at all levels, club owners, coaches, parents, and others, before any changes are made that affect Divisions and Sections. Thus, Divisions and Sections will remain in place, as under the current bylaws, and changes in the Division and Section system can only be made by a formal bylaw amendment.

What are the financial implications of changing the bylaws?

The costs will be those associated with mailing the proxy information to voting members and ensuring that members of the Election Committee are present in Atlanta for the counting of the votes.  The smaller Board and reduction in the number of officers will save money, both immediately and over time.  The implementation of electronic voting will considerably reduce the costs of elections.  Additionally, many of the proposed changes, such as implementation of the Budget and Audit Committees, are intended to assure financial responsibility.

How will the new bylaws ensure that our international interests are represented on the Board?

It is likely that those who are selected to serve in the various designated Board positions will have international experience, as will the athletes who are selected by the Athletes Advisory Group.  In addition, the Nominating Committee is specifically charged with considering such interests as they develop the list of those who will run for the at-large positions.

Why do we need to adopt the new bylaws now?  What's the rush?

There is no rush!  The Task Force has been working for almost a year and a half, during which it has posted drafts on the USFA website and has conduced numerous open meetings and working sessions at national tournaments over the last year.  This process has been deliberate and carefully considered.  And by adopting the bylaws now the Nominating Committee will have ample time to put forward strong Board candidates to guide our federation through the remainder of this quad and into the next. 

As our organization grows our governance grow must with it.  These bylaw changes will allow a more nimble and responsive Board that can provide better oversight of the organization and the National Office.  The Board needs to first repair our organization and return it to fiscal solvency.  The Board also needs to create the policies, procedures and infrastructure that will carry our organization forward for the coming quads.  These bylaw changes will permit the Board to carry out these crucial tasks.



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