New Bylaws Say Bye-Bye to the USWP as You Know It!

Richard Hunkler, Ph.D.
Slippery Rock University
01/01/06

All you naysayer's out there do not try to twist the meaning of the title into something negative because the title does not mean the new bylaws are bad nor does it mean they are good. It simply means that the bylaws are going to change the way the USWP has been doing its business for the last several decades. Changing the USWP from a volunteer-driven organization to a staff-driven organization is going to take not only an adjustment in the way we think of the USWP but also a leap of faith on the part of the volunteers who have been running the organization.

Those of you who can vote on the new bylaws and who have the rare opportunity to change the USWP as we know it should do your homework. Do it not by reading the pabulum summary version of the new bylaws but by reading the actual bylaws. Once the new bylaws are passed then "These Bylaws may be amended, repealed, or altered, in whole or in part, and new Bylaws may be adopted, by a majority of directors of the Board at any meeting duly called and at which a quorum is present", and this can be done by only three members of the Board of Directors.

Thus, this brings me to the reason for writing this article in the first place, and that is because there are several parts of the bylaws that really bother me. Hopefully, if the ugly head of the consequences of these parts is raised then it may cause those in the water polo community who are to vote on the new bylaws not only to take a very critical look at these parts but to take a critical look at all parts of the proposed bylaws?  I will start my protest with the way the proposed bylaws say how other bylaws can be changed.

How new bylaws can be changed?

ARTICLE 22. AMENDMENTS OF BYLAWS

Section 22.1 Amendments

These Bylaws may be amended, repealed, or altered, in whole or in part, and new Bylaws may be adopted, by a majority of directors of the Board at any meeting duly called and at which a quorum is present

In order to better understand my argument against this Article it will necessary to quote the following Article as well:

ARTICLE 7. BOARD OF DIRECTORS

Section 7.5 Number.

The Board of Directors shall consist of eight (8) total directors, at least twenty (20) percent of whom shall be independent directors, at least twenty (20) percent of whom shall be athlete directors, and the rest of whom shall be drawn from the United States water polo community.

Section 7.16 Quorum.

The presence of a majority of the directors of the Board of Directors at the time of any meeting shall constitute a quorum for the transaction of business, and the act of a majority of directors on the Board shall constitute the act of the Board.

Reading these two articles in tandem it essentially says that as few as three of the Board of Directors could do any damn thing they please with the existing bylaws or any future bylaws. Article 22 says all you need is a quorum either to change the bylaws or to adopt a new set of bylaws, and Article 7 says a quorum is a majority of the 8 Board of Directors which is 5. Article 22 also says all you need is a majority of the Directors present to change the bylaws, and this translates into as few as 3 people on the Board of Directors changing the Bylaws?

Even if the three people were Washington, Jefferson, and Lincoln; it would still be better to have the bylaws changed by a majority vote of the Assembly Members rather than just three people in the water polo community. Whoops, it wouldn't necessarily have to be three people from the water polo community because 2 of those 3 people could be the Independent Members on the Board of Directors.

The next Article that really bothers me has to do with the CEO's tenure.

New CEO can be fired without cause?

ARTICLE 14. CHIEF EXECUTIVE OFFICER

Section 14.2 Tenure.

The Chief Executive Officer shall be employed by the Board of Directors for whatever term the Board deems appropriate. The Chief Executive Officer may be removed by the Board at any time, with or without cause, but removal shall not affect the contract rights, if any, of the Chief Executive Officer. If the Chief Executive Officer has a contract of employment with USA Water Polo, the contract shall provide that the Chief Executive Officer's employment may be terminated by the Board with or without cause.

It is going to be hard enough already to find a person for this position without handicapping it with the notion that the person can be fired by the Board of Directors without cause. The last person who I thought could have actually done this job exceedingly well could walk on water and even this person was eventually crucified by the people he was trying to help.

 In a mega-corporation for profit it would be understandable to have the CEO to honor such a clause. Because in that CEO's contract there is also a healthy severance pay clause as well. Remember CEO's for mega-corporations are making mega-bucks.

What well qualified person in his or her right mind would sign a contract for a non-profit organization with such a clause in it? Please note that if you hire a person that wants this job so badly that he will sign such a contract then you have hired a person that wants the job so badly that he or she will do anything to keep it including being a sycophant to the Board of Directors. We don't need a person in this position who is more interested in pleasing the Board of Directors than he is in helping water polo grow and prosper in this country.

Take this clause out of Article 14 and I would be willing to bet you ten Tom Seitz's to one Bruce Wigo that the competency level of your candidate pool would go up two levels. Remember that old Jim Croce's lyrics of the song, "You Don't Mess Around With Jim". It goes something like this "You don't tug on Superman's cape; You don't spit into the wind; You don't pull the mask of the old Lone Ranger; You don't make a CEO of a non-profit organization sign a contract with the clause "can be fired without cause" in it; Or you won't be able to hire a well qualified her or him."

The next Article that really bothers me has to do with the suspension and termination of a person's membership in the USWP.

Members can be suspended and terminated without cause?

ARTICLE 5. MEMBERS

Section 5.4 Suspension and Termination of Membership.

The membership of any member may be terminated at any time with or without cause by the Board of Directors. A member shall have the right to a hearing prior to termination. A member may only resign if the member has paid all dues then payable.

How can an organization such as the USWP suspend or terminate a person's membership without cause? Especially when a part their mission is defined as follows:"The Mission of USA Water Polo shall be to increase the respect and recognition of the sport of water polo throughout the United States and the world by developing and promoting the sport to increase participation by players, coaches, referees, and volunteers;." How are we going to attract more people to the playing, coaching, refereeing, and volunteering aspect of our organization if the people know in advance that their memberships could be suspended and terminated without cause?

If you can suspend or terminate a member without cause then what good is a hearing going to do? If a person in the organization is suspended or terminated without cause then how is this person going to defend his or herself in a hearing if he or she has no idea why he or she is being suspended or terminated. Isn't that similar to a Catch 22 "where one bureaucratic regulation is dependent on another, which in turn is dependent on the first"?

I have saved the worst for last, and it has to do with the election or selection of the initial Board Members.

Executive Committee selects initial Board Members?

ARTICLE 7. BOARD OF DIRECTORS

Section 7.6 Election/Selection.

The USA Water Polo Board of Directors shall be elected/selected as follows:

a. The initial Board shall be selected as follows:

  1. The Executive Council elected in January 2005 shall select a slate of candidates for the initial Board.

  2. Directors shall be selected according to the following:

(i) Independent Directors.Two (2) independent directors shall be selected from among individuals considered to be independent, as that term is defined below. One of these directors shall be designated a director serving a three> (3) year term; the other of these directors shall be designated a director serving a five (5) year term.

(ii) Athlete Directors.The Athletes' Advisory Council shall elect from among its members, by majority vote, pursuant to Sections 11.6 and 11.7 of these Bylaws, an individual who shall be an athlete director. The other athlete director shall be USA Water Polo's representative to the USOC Athletes' Advisory Council, elected pursuant to Section 12.3 of these Bylaws.

(iii) Other Directors. Four (4) additional directors with skills and experience that are required for the Board to function effectively shall be selected. Two (2) of these directors shall be designated as directors serving a three (3) year term; the other two (2) of these directors shall be designated directors serving five (5) year terms.

3. This director slate shall be presented to the existing House of Delegates for ratification in conjunction with the adoption of these Bylaws.

4. Subsequent USA Water Polo Board directors shall be elected/selected prior to the expiration of director terms.

It is not fair to the members of the USWP to have the Executive Committee select the 2 Independent Members and the 4 other members of the initial Board of Directors. What is to keep them from selecting themselves for the Board of Directors? This could be the start of good old boys club that could last in perpetuity.

The House of Delegates should be able to elect the initial Board of Directors but instead the bylaws have them ratifying the members selected by the Executive Committee. This means that the members of the Executive Committee are to have a slam dunk or a major role in determining who will be on the initial Board of Directors, and the rank and file, the House of Delegates, are to have a bench warming or a minor role of legitimizing and placing their blessing to an Executive Committees' done deal.

 It should be the other way around with the selection of the Board of Directors left to members of the USWP, the House of Delegates, and the conformation of the Board of Directors left to the Executive Committee. Or a compromise would be to let the Executive Committee nominate 4 Independent members and 8 other members for the Board of Directors, and then let the House of Delegates elect the 2 Independent members and the 4 other members. The newly elected members of the Board of Directory could then draw for who will have the 3 or 5 year terms.

Again the volunteers should have the major role in electing the individuals to the initial Board of Directors because if the new bylaws are passed then many of the volunteers will have a nonexistent role in the governance of the new USAWP.

More discussion of Bylaws?

If there are some Articles or Sections that bother you as much as they bother me then let us start a constructive dialogue about them on the Message Board, and let this discussion be one of the first for registered users only on the Message Board. What a joy it will be to follow a thread without a plethora of people named "Guest" - isn't easy lines of communication going to be grand?

Email Coach Hunkler at rhunkler@waterpoloplanet.com