At the March 2015 membership meeting, a discussion on a proposed change to Bylaw V.A.3. related to the Operations Director position on the Board of Directors occurred. During the discussion, a number of considerations were raised among those present. The change was proposed by one of our members, Jim Robinson, and he has responded to the membership on those considerations. Because of the length of the response, it could not be incorporated into the membership newsletter; it is presented here for reference as noted in the August 2015 edition of News and Cues. The proposed Bylaw change is also repeated below, for convenience.
Article V.A.3.
Add:
Insert between current (c) and (d):
(d) The Operations Director, who is nominated by the President and approved by a majority vote of the Board of Directors and, upon approval, is vested with full voting privileges for a two-year (2) term. Due to the requirements of this position and to allow this director to successfully maintain government, community, and vendor relationships unique to facility management:
(1) there are no specific consecutive term limits imposed on this Director position; a qualified candidate may be reappointed to serve the Corporation for as many terms as they are willing and able to complete.
(2) candidates nominated for appointment to this position must submit a resume for review by the Board of Directors detailing their qualifications.
(3) occupants of this position are required to fulfill the director substitution option described in Article V, Section C.3.(a) by nominating an assistant by the first full board meeting following appointment.
If adopted:
- The existing section A would be modified to read “The Board of Directors consists of the Executive Officers of the Corporation and six additional members of the Corporation who, with the exception of the Treasurer and Operations Director, are elected…”.
- The existing section A.3.(d) would be modified to change "six (6)" to "five (5)" and remove "Operations Director".
- Paragraphs would be renumbered as appropriate.
Reason: As explained in Bylaw.
Pros and Cons of Amending the Corporation’s Bylaw V.A.3
By Jim Robinson
Last year, I proposed that our Corporation’s Bylaw V.A.3, pertaining to the selection and retention of our organization’s officers and directors be amended to empower the President to nominate and with the approval of a majority vote of the Board of Directors, appoint our Operations Director. This is the same manner by which we currently select our Treasurer. However, where the Treasurer is limited to two terms (as are all the other members of the Board), the future Operations Directors would not be term limited but would continue to serve “for as many terms as they are willing and able to complete.” In addition, any candidate nominated for Operations Director would have to submit a resume detailing his/her qualifications for review by the Board.
Pro: When presenting the suggested language to the Board, I gave the following justification: The duties and responsibilities of the Operations Director cover a wide-ranging area including facilities management, capital asset management and information technology. The ideal candidate would have knowledge and experience in those areas, as well as the contracting processes, and must have the ability to foster and maintain working relationships with government, community and vendor representatives. Success in the execution of Corporate Operations would be optimized by a consistent presence in this position.
Con: The other Directors likewise have extensive duties and responsibilities, whether for Artistic, Marketing, Education, Human Resources or Production administration. To elevate the status of the Operations Director above these other directors is insulting and undemocratic. All of the Directors, no matter their areas of responsibility, should have to present their credentials to the full membership and be subject to election rather than selection.
Pro: My proposal is in no way intended to slight the important duties and responsibilities required of the other Directors. Our organization is almost unique among local community theaters in owning our own physical plants, both on East Street and Renard Court. These facilities have been vastly improved and upgraded over the past decade. These improvements, whether to the structures themselves or to their HVAC, information technology, light and sound systems, box office operations, as well as safety/emergency systems, are increasingly sophisticated and require constant maintenance and oversight. The learning curve will be substantially reduced by the continuity of an appointed Operations Director who serves at the pleasure the Board, and subject to the same removal procedures as the other members in the event of the dissatisfaction of the Board.
Con: Even if the Operations Director is appointed in the same manner as the Treasurer, the proposed amendment fails to limit him/her to two terms (subject to reappointment in the absence of any other candidate for the position). The Treasurer, although initially appointed, is nevertheless subject to the two term limit as are the other Directors. Why should the Operations Director be treated any differently?
Pro: This absence of term limits does not create some sort of “Operations Czar.” This Director serves at the pleasure of the Board. Nothing prevents the Board, at the conclusion of any two year term, from seeking resumes from other seemingly qualified individuals. This provision simply gives the Board maximum flexibility in managing the unique physical plant entrusted to its oversight.
