Bylaw change proposal for Section 5.6

[Jim Brewer]

Submitted by a current MRA member ...


Current wording:
5.6 President. The President shall be in the chief executive officer of the Corporation and, subject to the control of the Board of Directors, shall in general, supervise and control all of the business and affairs of the Corporation. He or she shall, when present and in the absence of a chairman of the board, preside at all meetings of the members and of the Board of Directors…….

Proposed Wording:
5.6 President. The president shall be the chief executive officer of the Corporation. He or she shall supervise and control all of the business and affairs of the Corporation. The President shall provide and delegate, as needed, to the board of directors.

[Yeeker]

I don't have any background on why this was proposed, but it scares me a bit. Wouldn't this essentially allow a single individual to take full control of the club? What would be the remaining checks and balances? How would we deal with a "rogue" president?

[Ice]

I'm also confused on why this proposal is helpful. Can someone chime in as to how this would hell the club?

Thanks!

[jplracing]

I was the one that proposed this.

in typical non profit structure (and structure of other non profit race clubs) there is an “executive board” and a “operational” board. Essentially a ceo, cfo, coo that supervise the “operational board”. In short managers and workers. The MRA is not structured as a typical none profit. As such the BOD is both supervisory and operational.

currently the by laws allow the board members to supervise the president, not the president supervising the board, the wording basically contradicts itself by saying the president has responsibly while answering to the board...can’t work both ways, Effectively this structure is like letting the insane run the mental asylum...pun intended.

unfortunaly I believe that all organizations need an ultimate leader who is responsible for the overall health and well being. What I have suggested allows the president to set the direction of the club and have overall responsibility of the club.

hopefully that provides clarity

[Jim Brewer]

I'll give my view of this - it's a difficult decision for me since I can see both sides pretty easily.

Pros

• Straightforward accountability
• Better decision ownership
• Clearer leadership
• Clearer interface to the AMA, other roadrace clubs, racetrack management, sponsors, vendors

Cons

• High level of ethics required by the president
• Candidates for President would have to be VERY carefully examined by the voting club members
• Creates a single point of failure for decisions (the downside to decision ownership)
• Entices tyrannical individuals to seek the position

Other thoughts?

[jplracing]

Cons

• High level of ethics required by the president
• Candidates for President would have to be VERY carefully examined by the voting club members
• Creates a single point of failure for decisions (the downside to decision ownership)
• Entices tyrannical individuals to seek the position

Other thoughts?

Jim very good points. As for points 1 and 2 in your “Con “ list. Shouldn’t we be doing this with all board member elections/positions already? There is a large amount of revenue created with a high level of liability.I personally think all board members should operate with a high level of ethical responsibility making decisions based on what is right for the entire club. As such we need to be vetting the nominees with that in mind regardless of this bylaw change or not.

[Fastt Racing]

The original current bylaw wording appears to specify the spirit of the leadership of the BoD. I read the "subject to the control of the Board of Directors" to be clarifying that the MRA BoD is a cooperative group of directors, that the president also answers to. This is common in club membership non profits, because it prevents President dictatorship, as he or she always also answers to the rest of the board. The rider representatives also play an important role of infusing the will of the membership into the decisions that are formed with the President, and other BoD members.
If we were to pass this proposal to eliminate that wording, and spirit of leadership, the President would have much less motivation to work cooperatively with the rest of the BoD. The President could then start treating the MRA as His or Her club, and treating the rest of the BoD as more or less employees he or she delegates duties to. The bylaw language actually encourages that. This could prove terrible for a club that is already suffering from turmoil, and inconsistent service from it's appointed BoD members. We have a duty as a club to strengthen the BoD with competent officer directors, and competent rider rep directors that can not only work very well together, but understand how to work for and with the membership as well. This bylaw proposal doesn't improve anything for the operation of the MRA.

A "traditional business" non profit could have a President with more executive power because that president is typically the founder/owner of the non profit business. The MRA is not a non profit entity of a mattress company that is giving mattresses to the needy in cooperation with the for profit mattress company owned by the same President.

I recommend the membership votes No on this proposal.

[Yeeker]

Thanks for the clarification, Joe. From what I've seen, the single person in charge of a non-profit is often an acting director. This person is employed by the board and answers to the board. It may vary from org to org, but the board typically gives the acting director a large degree of freedom for day-to-day operations, but chimes in on how to handle larger issues. It would be nice if this were a structure we could afford.


I agree that we should be vetting candidates for all board positions thoroughly, but I don't think that's enough. Even those with good intentions, when left without enough oversight, often go bad. There are some positives that may come from this change, but without more oversight it seems awfully risky to centralize power further. "Nearly all men can stand adversity, but if you want too test a man’s character, give him power." – Abraham Lincoln