|August 28, 2012|
|$405K in PR Society Legal Bills Need Airing|
|By Jack O'Dwyer|
|Gerry Corbett, 2012 chair of the PR Society, will conduct his first teleconferences Wednesday, Aug. 29 at 11 a.m. and 4 p.m., EDT. One of the topics should be legal costs that have soared to $405,571 in the five years ended Dec. 31, 2010.|
Legal costs for 2011 are not available because PRS is withholding its 2011 IRS Form 990, a filing originally due May 15. Faxed requests to VP-PR Arthur Yann by this website have been ignored. The 990 has been withheld from the last two Assemblies. Also not available so far is the second quarter financial report, which is overdue.
The teleconferences are open to any member. Codes are available from staffer Eileen Lintao. Specifically invited to it are Assembly delegates.
Legal costs of the International Assn. of Business Communicators, which is about two-thirds the size of PRS ($6M in revenues vs. $10M for PRS) totaled $149,892 in the five years ended Dec. 31, 2010. Average annual legal costs at PRS for the five years are $81,114 vs. $29,978 for IABC.
2009 Bylaws Re-Write Was Costly
The biggest annual legal bill came in 2009 from the D.C. law firm of Venable -- $140,862. This was the year that the Society re-wrote its bylaws.
Several major rules of Robert’s Rules were broken in doing so, including the ban against use of proxies in a deliberative body. RR has a section in it that says adoption of RR satisfies any state demand for a specific bylaw against the use of proxies. Ignoring that rule, the Assembly used 56 proxies to vote in the use of proxies.
Another major rule that was broken was the demand in RR that all articles of a bylaws revision must be taken up one-by-one. Only a few of the 15 articles in the new bylaws were discussed.
Another violation was in the minutes for the meeting which only reported a few of the scores of votes that were taken during the meeting. All “actions” of a governing body must be reported in the minutes, according to RR.
Hiring of Law Grad Needs Discussion
Another topic that should be discussed is the hiring in June of 2006 University of Denver law school grad Stephanie Cegielski as associate director of PR. She replaced Keith Trivitt, a career PR person.
A question that should be raised is why wasn’t a PR or communications grad hired for this job?
Below is coverage of the 2009 Assembly that took up the bylaws revision. It was done at a regular meeting of the Assembly although RR advises that a revision is too important and too time-consuming to be taken up at a regular meeting. It advises a series of meetings and involvement by a committee appointed by the leadership. The PRS bylaws committee was comprised of volunteers. Ten of the 11 members were APR although only 18% of PRS’s members are APR.
Assembly Rejects Bylaws Proposals
An aroused PRSA Assembly rejected (175-103) the board's attempt to turn it into an advisory body and also rejected just about every other major plank in the bylaws revision. The revised bylaws were then accepted overwhelmingly.
With 56 voted being cast by proxies, the Assembly voted 187-71 to allow proxy voting in the Assembly.
Voted down were attempts to make all national directors "at large"; sprinkle "communications" throughout the bylaws and in the Preamble; place a sitting board member as nominating committee chair; let the board expel any member at its "sole discretion"; allow non-APRs as directors or officers; allow 25+ national committee heads to vote in the Assembly, and let the national board create additional classes of Assembly delegates.
Not only were such initiatives blocked, but the Assembly removed from the national board any power or say over whom a chapter may send as a delegate or how long such a person may serve
Chair Mike Cherenson and bylaws chair Dave Rickey, asked to comment on the rejection of so many of the bylaw recommendations, refused to do so.
Cherenson, asked what he would say about the near total rejection of the bylaw committee recommendations, "If that's the way you want to characterize it, that's your opinion." He would not comment further. Rickey, asked the same question, said he had no comment and added that he did not want to be quoted saying no comment. He turned away.
The directors, in a switch, sat on the Assembly floor with their own districts while seats on the stage were occupied by COO Bill Murray, parliamentarian Colette Trohan, lawyer Ann Thomas, and bylaws chair Rickey.
Leaders Hog Mikes
As usual and despite annual pleas by delegates to shorten or omit speeches, leaders, staff and advisors took up the first hour and a half of the meeting that started at 8:30 a.m. It was not until 9:58 that Northeast District delegate Mark McClennan got to speak on the bylaw proposals.
Worst offender was chair-elect Gary McCormick who spoke for 17 minutes (9:23-9:40 about plans for 2010. Rickey talked for ten minutes on the need to pass the bylaws or throw away two years of work. Murray talked for ten minutes on how well staff and leaders are managing in a difficult economy. Treasurer Tom Eppes spoke for five on the same topic, predicting a $30,000 surplus for 2009. Cherenson, Thomas and Trohan gave instructions of various types.
The 1.5 hours could have been boiled down to about ten minutes and the bylaws debate started no later than 8:45 a.m.
Because of the lengthy speeches, there was no coffee break that had been scheduled for min-morning. An elaborate set-up of pastries, bagels, fruit and coffee went virtually untouched as delegates waded into the complicated task of re-writing the entire bylaws.
Delegates in Rebellious Mood
McClennan, who has fought against the Assembly losing its election powers for more than eight months, reiterated his objections including the lack of any plans for direct elections. Rickey has repeatedly refused to supply any such specifics until the Assembly accepted the principle of "one member/one vote."
Electronic voting pads were brought into play after six minutes of the McClennan comments since there was no one opposing his amendment. The vote was 175-103, a resounding defeat for what was probably the main plank in the bylaws revision. The Assembly decided not to virtually vote itself out of existence.
At-Large Proposal Defeated
Also defeated (180-98), after about 20 minutes of debate, was the proposal to make all national directors "at large," eliminating the requirement that each district have at least one director on the board.Next in importance, was the move by leadership to have the Preamble to the new bylaws only mention "communications" and to link "public relations" with "communications" throughout the bylaws.After lengthy debate, in which delegates told of their "fight" to maintain PR as the description of what they do in spite of inroads by "communications," "marketing" and other titles, the Assembly voted 151 to 117 to remove the references to communications.
After much debate and several changes in the text of the amendment which was display on the giant screens, the delegates voted 242-26 to remove any power of national to tell chapters who they can or cannot send as delegates to the Assembly.
The move by leadership to allow non-APRs on the board (although at the same time demanding 20 more years in PR posts with ever increasing responsibilities) was defeated 142-111.
Kept "Leadership Assembly"
Toward the end of the meeting, which went past 5:30 p.m., a delegate said that since almost all bylaws committee recommendations had been rejected, including the removal of election power from the Assembly, the Assembly should henceforth be called the "National Assembly" rather than the "Leadership Assembly." When Cherenson called for a vote on this, he suddenly found that the electronic voting devices were not working and called for a standing vote.
Only one delegate was in favor of dropping the term "Leadership Assembly."
A big time waster was the two hours from noon to 2 p.m. Delegates could have had box lunches at their tables. The 1.5-hour lunch break allowed leaders to announce a number of Student Society awards and other awards. Delegates returned about 1:35 and the time until 2 p.m. was taken up with elections and the dissolution of the Rio Grande chapter.
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