FAQs about the STC Board

News from the Board

By Paula Berger
STC President

An STC member recently posted a list of questions about the STC Board on the “Ask the Candidates” page. Both First Vice President Linda Oestreich and Treasurer W.C. Wiese are candidates and they each answered these questions. Since many of these questions are asked every year, we thought others might be interested in reading their responses. Here’s a condensed version of the answers to some frequently asked questions about the STC Board.

Q: Specifically, what would you do to ensure that I do not feel so much "in the dark" about all STC Board matters?

A: Paula: If you read each issue of News & Notes, that’s a good starting point. We try to provide an overview of the major board issues and actions in each issue. We are also now posting information about each board meeting and call on the STC website. We post the board slides that we use for the agenda and committee updates, and we post the meeting minutes. For some background about the legal issues surrounding this, see Transparency, Liability, and Communication.

Linda: You might also consider submitting your name for the Nominating Committee to evaluate next year as a potential candidate for the Board. If you’re nominated and you win, you’ll know all there is to know about all STC Board matters!

WC: I ask you to reflect on how STC has evolved in the past two years to better communicate with the membership regarding issues. We hired an interim Executive Director and, after a year of search, we hired our new Executive Director, Susan Burton. Both have encouraged an atmosphere of candor through their leadership.

Q. How do you as a Director know what views are held by the general membership, and specifically what are my own views as one member of our Society? What do you consider sufficient outreach to the general membership on the multitude of major issues facing the current Board

A. Linda: All Board members do our best to understand what is best for the profession and the Society by relying on our experience and our work, and by reading, talking, speaking, and connecting with as many people and their writings as possible within and outside of STC.

WC: We each participate in the presidents listserv, which is the source of many general membership concerns. The knowledge-based governance survey results have been helpful, too. During the past year, I personally held two strategic visioning sessions with chapters in Florida. I have also implemented a treasurers listserv to address issues more specific to those who manage chapter funds and to support them through the mutual mentorship it provides.

Q. Currently, the Board has initiated a very nice questionnaire prior to some Board meetings that asks the general membership question on one topic. Why do you do this? Do you consider this sufficient outreach?

A. Paula: These questionnaires stem from a best practice in associations known as “knowledge-based governance”. We now send questions to the members before every board meeting (not just some!) about the primary topic of the meeting. These surveys give the Board some sense of the "will of the members" with regard to one or two specific things that we plan to discuss at that particular Board meeting.

Linda: It’s true that thus far these have not been done as clearly and with enough context and lead time as they could be. This is a new process. We've only done it for the last four Board meetings, so we’re still working on getting it right. And, no, of course the knowledge-based governance surveys are not our only methods of outreach to the members. We don’t operate in a vacuum. We all communicate with many, many colleagues in and out of STC. And, by virtue of being elected to our positions, we are vested with the trust of the members and the health of the Society.

Q. Do the current operational processes of the STC Board support good decision-making by members of the Board on committee recommendations? When STC committees submit a recommendation to the STC Board before the Board meetings, do they provide the recommendations with background material? How do the Directors know how the recommendations were developed, or whether the final recommendations are in the best interest of the Society?

A. Linda: The STC Board is working to become more strategic, which means that we determine "what" and then get out of the way while others determine "how." The Board trusts its committees and the STC staff to do the research and come to us with recommendations. Quite often we ask for more information, discussion, research, return-on-investment analysis, more of whatever we need to make a knowledgeable decision. When we vote on something—especially if it costs money—we expect to see supporting materials and a business plan. We NEVER approach decisions casually.

If each Director had to review every piece of information and research that went into each recommendation, we truly would not get any work done. But reality is somewhere in the middle—a combination of trust, oversight, and common sense. When we need to ask questions and get more information, we surely do. All of us feel the weight of responsibility that being a Director of the Society brings with it.

WC: The Board is structured such that we manage the committees that report to us, and we report their status and progress during each meeting of the board. These status reports have been posted to the STC Web site to share with our membership. Further, the board’s workload has grown significantly. While we met face-to-face only three times in previous years, this year the board meets monthly, either in conference call or face-to-face. That means committee progress and recommendations can surface every month, and each board member has ample time to develop sufficient awareness to vote.

Q. Where is the representation of the general membership on the STC Board? Do the Directors represent the general members of STC? Do the Officers represent the general members of STC? If not the Directors or the Officers, who does represent the general membership of STC?

A. WC: We all do, since most of us are now elected at large. The difficult change has been to step away from the comfortable regional sponsor roles everyone remembers. So, it’s true that no single Director represents the membership of Region 3 anymore. Instead, the change of structure has been to unleash the potential of the board to affect the profession on behalf of our membership in a way that could not be done while administering chapters in a specific area. We were unable to concentrate on academic affairs, energetically engage in standards bodies, effectively market the profession to employers, or seek strength through partnership with other societies. Instead of a single elected officer charged with addressing the needs of a failing chapter, we now have the freedom to develop experience and expertise to help those that want it.

We have not taken many steps along this road yet, and the need to revamp bylaws and hire Executive Directors has slowed our pace. Ultimately, our membership will be better served by the board’s work to hire externally focused professionals and to give energy to effective campaigns that enrich the value of our profession. I expect that is representation of greater importance than boardroom discussions about membership changes in a particular state.

Linda: As Board members of a 501(c)(3) organization, our first priority and strategic responsibility is to lead a business enterprise with a educational / charitable purpose. We do not represent individual members, but we work to strengthen the profession and the organization. If we can do that, our members, who are within that profession, will benefit. There is a large body of literature about the responsibilities of boards of directors. Most states define not-for-profit board responsibilities under three main “duties”: duty of care, loyalty and obedience. As you read the descriptions below, note that these responsibilities do not include a single word about representing members.

Duty of care is a standard that requires a board member to exercise the same care that an ordinary, prudent person would exercise in a like position or under similar circumstances. It means that board members should attend board meetings and be informed about the activities of the organization in order to be able to make informed and independent decisions when voting.
Duty of loyalty is a standard that requires a board member to act in good faith, be faithful to the organization, and pursue the organization’s best interests. It means that board members must be dedicated to the organization’s mission and put the interests of the organization above self-interest.
Duty of obedience requires the board to act in accordance with the organization’s rules and policies, and to further its goals as stated in the mission statement, articles of incorporation, and bylaws. In addition, the board must comply with state and federal laws.

Q: Do you believe that the Society's leadership needs to be more transparent? For instance, the agenda and the agenda's support materials presented to each Director before a Board meeting are distributed to each Director electronically; would you vote to open these support materials to examination by the interested general membership of STC at the same time as the Directors receive the materials?

A. Paula: This is not a simple question or one with an easy answer. Please read the article on Transparency, Liability, and Communication, which deals with this question in detail.

Linda: Most people on the Board would not choose to send the agenda and the support materials to the membership at the same time as they are sent to the Directors. Each of us on the Board is a volunteer with limited time to do all the things we need to do. If only 1% of our 15,000 members chose to read those materials and offer their opinions, the Board would be bogged down for months over every little action that was needed. We have been elected to serve the organization. We do so with care, loyalty, and obedience. You have to learn to trust us to do what you put us here to do.

WC: I think we’re at a good compromise already. If everyone in the world (including competing societies and disappointed former members) wished us well, we could do more. But within the comfort zone that allows board members to freely express their thoughts and concerns and exercise their duty of care for STC, I think we do what is reasonable. The power, as always, remains with the membership who elected us. If we fail to represent them to their satisfaction, they will find other candidates to vote for.

Q. The STC Bylaws are ready for a major revision in 2007. Why?

A. Paula: STC is incorporated in the state of New York, thus our bylaws must comply with New York State law. Over the years, New York State law has changed a great deal, and our bylaws have never been modified to comply with those changes. With the change in Executive Director, STC hired Jackie Henson of McKenna Long as our new legal counsel last year. Jackie quickly informed us that our bylaws are no longer in compliance with New York State law. Since then, the Bylaws Committee, chaired by Director Bob Dianetti, has worked diligently with Jackie Henson, our legal counsel, and Susan Burton to prepare a new bylaws draft.

Q. Will the general membership know in advance what the proposed changes to the bylaws are going to be? Has the Bylaws Committee developed a draft of the revised bylaws for the general membership or the Directors? If the bylaws are changed by the Board, will the general membership of our Society only hear about it as a done deal?

A. Linda: A draft of the revised bylaws was sent to the Board for review in early March. We have already had one 2-hour Board conference call to discuss the draft, and another is scheduled. After that call, Jackie and the Bylaws Committee will incorporate all agreed-upon changes and prepare a draft for distribution to the members.

At the Technical Communication Summit in May (aka the annual conference), we have scheduled a special Bylaws Forum to discuss the draft with the members and explain why we have made the changes we are recommending. The Board will be listening to the members' comments and concerns at that time.

The Board definitely does not plan to deliver the bylaws to the membership as a "done deal," nor can it do that according to those bylaws! After the conference, the Bylaws Committee will incorporate all changes agreed on at the Bylaws Forum. Then a special ballot will be sent out to all members so they can vote on the new bylaws. The Board cannot change the bylaws and put them into practice without approval by the members. We hope that the ballot will be completed during the summer so that the Board can use them as a guiding document starting in the fall of 2007.

WC: Your question implies that the Board may be tinkering with the STC Bylaws. This is not true. New York corporate law requires us to modify our bylaws to remain incorporated. This is one of the things the board has been elected to do—respond to the legal requirements placed on STC and determine a path forward. In fact, the challenge has been to leave the content and character of STC alone while meeting our legal obligations. Think of it as restating what you already know to a slightly different outline and some standardized procedures. The membership will vote to approve how successfully we have done this.