Recently former PASS President Kevin Kline posted his thoughts on the current slate of officers. I encourage you to read it, but the crux of the post is that Kevin opposes having two members of the same company serve on the Executive Committee as a protection against undue influence. There’s some good discussion in the comments to the post, many from current Board members, that is worth reading as well.

Over the years one of the many concerns we have heard from members is that a company – especially a vendor – might gain multiple seats on the Board and start to tilt the direction in a way that would be good for the company, bad for the members. I can understand that concern, and I think it’s one of the places where having a rule makes sense. After much discussion earlier this year we amended the by-laws to set a limit of two Directors per company (see the by-laws for exact language). Note also there is a provision for the Board to override that clause by a majority vote.

I had hoped we would apply an even tougher standard to our officer selection/election process (officers are appointed by the Board), but the challenge of a relatively small Board is that having that kind of limit might well prevent us from filling a vacancy with the right person. I think we could survive that, but I understand the concern.

When we started the officer election process this year we again revisited if we were comfortable with having two members of the same company on the Exec, having a brief discussion about whether Douglas McDowell should be excluded because Rushabh Mehta (current President) worked for the same company. Rather than have a vote on that followed by another vote on candidates, we decided that putting all the candidates on the slate and that each of us voting was fair enough.

I think it was. I voted for candidates other than Douglas because I didn’t want two people from one company acting as officers. Others voted for Douglas and he was elected. I think that’s fair too. I had a chance to state my concerns and participate in the discussion, I cast my vote, and we decided – that’s how it should work.

I don’t see this as the end of the world. Maybe the public debate,in particular when led by Kevin,will encourage the Board to revisit the issue this year and consider another change to the by-laws. I would vote for that change. I don’t think it’s an urgently needed change.

My friend Steve Jones asked me what safeguards we had in place around this issue. I think that’s an interesting way to look at it, how we manage the risk, what risk are we managing? I think it comes down to two risks; trying to bias the Board towards a given company, and trying to benefit in some way (say reduced sponsorship rates). I can tell you that the Board is sensitive to that kind of thing, we expect people to serve without looking for that kind of benefit.

Is that enough? I believe we have to trust the Board to evaluate behavior, but the harder question is would the Board see the behavior? The only gap I see is things like sponsorship, it certainly wouldn’t be unusual or unethical for a company represented by someone on the Board to rent space at the Summit, but it is possible (but not likely in my view) that they could work out a deeply discounted price as a benefit that the Board would not normally see. I think the fix is simple, we ask PASS HQ to notify the Board (just a FYI, not a vote) any time any company represented on the Board does any kind of business with PASS.

I went back to look at the minutes, we covered the preparation for the vote in May 2011 and then the vote in June 2011, but we didn’t cover the discussion about two per company in the minutes. I wish I had caught that, because we had the discussion, and because it would have given the members a narrow window between May and June to raise the concern a bit louder.

The final line of defense is you, the member. If you see something that doesn’t look right, raise the issue, privately or publicly, or both. That’s good for PASS, and the reason I fight so hard for transparency, to give you as much detail as we can on the big decisions. The challenge of governance though, and of being a member, is that you hear about decisions after they are made. Those decisions may please you, upset you, even infuriate you, and if that drives you to help change the rules or the people making the decisions, that’s good – that’s how it should work!

What we shouldn’t do though is continually revisit each decision based on public polling. No organization can survive by doing that. Should we revisit any decision? I think there are times when it would be appropriate to do so, but they should be rare, once or twice a year. It’s the challenge of governing; we can’t govern by opinion poll, but we can’t ignore what our members care about either.

I feel like on many of these issues we have what feels like a negative conversation. It’s hard not to become defensive when a decision that was thought over is questioned. As Board members we have to continually work on not being defensive, something that requires almost inhuman strength at times! What I wish for is to reframe these discussions, to say “we don’t like the way this turned out because…”, and then say, “what can we do to get a better/different result next time?”. It may sound like words, but it’s a way to take something that could be negative and change it to a positive, to look for ways to continually improve what we do and how we do it. There is always room for improvement and many of the best ideas will come from you, the person who takes time to look, time to care.

As I reviewed this post I wanted to add one more thing – understand that the Board will not adopt every suggestion or idea, no matter how good or how valid. That doesn’t mean your opinion didn’t count or that the Board didn’t care, it’s no different than when you recommend something to your boss and he chooses a different course. It’s hard to not be frustrated if a suggestion isn’t acted on, but that’s not the same as thinking the Board doesn’t care. [And I wish I could still write this better!]

In my next post I’ll write about some changes that I think we need to make to the by-laws related to officers.