A revolt against the leadership of PR Society CEO Rhoda Weiss got two setbacks at the Jan. 25 board meeting in New York.
Details of the meeting have come out only after months of efforts by members to find out what went on. This included giving power of attorney to Jack O’Dwyer of this website and citing sections of New York State law that give members of a group access to its records.
Directors rebelling against the leadership of Weiss were defeated twice — first when they moved to let the entire board, and not just the immediate past chair, give opinions on candidates, and second when they made a specific motion to bar Weiss from the nomination process. [download PDF of '08 board meeting minutes]
Acrimonious debate has marked the past few board meetings, according to sources. At one point, one of the directors rapidly left the room and appeared to be crying, it was said.
Excessive Secrecy Is Claimed
Rhoda Weiss |
Some veteran members are concerned with what they feel is “excessive secrecy” in PRS governance.
The shift of h.q. to downtown New York for 13 years, the suspension of the printed directory of members after more than 50 years, and the threatened defamation action in 2004 against a staffer who criticized h.q. management, were all done without the knowledge or approval of members, they said.
Directors Tom Eppes of Eric Mower and Assocs. and Dave Imre of Imre Communications moved that the immediate past chair (Weiss) be “prohibited from actively campaigning for or against any candidate and may not participate in the deliberations for any candidate.”
'Close' Vote Reported
This motion failed although no vote total is given in the “minutes.” Reports are the votes were “close.”
The motion was made after there was an initial move to let all the directors, and not just the immediate past chair, lobby for board and officer candidates.
Following complaints about undue board influence on nominations in 2004, the board adopted a policy in 2005 of barring comment on nominees by directors. However, the immediate past chair continued to serve on the nominating committee and make comments.
Backers of new rules felt that past chairs were having too much influence on nominations and and that either all board members should be able to comment or the immediate past chair should be blocked from any lobbying or the “deliberations for any candidate.”
Both moves failed. The initial motion was made by Christopher Veronda of Kodak and Prof. Dennis Gaschen of California State University (Fullerton).
Members Want More Info
Bill Murray |
Members who gave O’Dwyer the right to inspect PRS documents at its h.q. say they are not satisfied that the actual full minutes are being supplied and want the physical minutes to be inspected in person by O’Dwyer including the 2008 board and EC meetings and the minutes of all such meetings in 2007.
Members may view the 2008 board meeting “minutes” as supplied by PRS president/CEO Biill Murray at http://auth.iweb.prsa.org/xmembernet/main/resources.cfm. Member access codes are needed.
The main part of the PRS website does not highlight the existence of this link.
Board Input to Nomcom Blocked
The 2008 board meeting, which started at 1:05 p.m. on Friday, Jan. 25, was told that there is “a desire by the 2008 nominating committee (headed by 2006 president Cheryl Procter-Rogers) to be able to receive additional factual information from board members about candidates.”
It was argued that “incumbent board members are certainly qualified to evaluate and assess the needs of the board and the leadership qualities of incumbents. They should actively identify and recruit to run for leadership positions and communicate the names of these individuals to the nominating committee.”
Board members would be allowed to “lobby” for candidates until deliberations begin by the nomcom.
It was further stated that the immediate past chair could attend nomcom meetings but must withhold any comment about candidates.
Directors Christopher Lynch and Mary Barber called the question and the motion was defeated.
Eppes and Imre then motioned that the immediate past chair (Weiss) be barred from campaigning for or against any candidate and from taking part in any discussions about candidates.
The motion failed.
Board Influence on Nominees Attacked
A special 2000 PRS committee on the nominating process, headed by 1987 president Jack Felton, charged that a “little elite group” had taken over command of the Society and was electing its own members to key posts.
The bylaws indicate that “the board is not to elect its own officers,” he said.
The Assembly had expanded the nomcom to 20 members to increase input by chapters and districts, he noted, saying the board is to be separate from the nomcom.
No discussion of Delaware Charter
The report of the board meeting provided by Murray does not show any discussion of moving the charter from New York, which does not allow meetings of representatives by teleconference, to Delaware, which does.
PRS’ bylaws are being re-written but the only notice of this in the report provided by Murray is that “a number of options and approaches” are being considered” and that “key issues” are being identified. Comment is to be solicited in a special web address ([email protected]).
The Murray report quotes chair-elect Mike Cherenson as saying that the board itself is the Strategic Planning Committee. The initial SPC in 1999, headed by president-elect Steve Pisinski, was mostly comprised of non-board members. The plan, it was said, was to have non-board members set longterm goals and monitor progress on reaching them instead of letting each board set its own short-term goals.
Directors Are Muzzled
Jeff Julin |
Under the heading, “Documents Requiring Board Signature,” it was reported that chair Jeff Julin “asked board members to sign and return disclosure, confidentiality and conflict of interest statements” to executive assistant Donna Jonas.
Past board members have said they had to sign promises to allow the elected chair and certain others to be the only spokespersons for the Society and also promise to keep board matters confidential.
Under what is actually a “non-disclosure” contract, district directors are not allowed to say anything publicly to their districts or chapters about board policy or actions.
Fran Donofrio, Tri-State district director based in Bethany, Conn., has not made any report to New York chapter members since his election to the board on Jan. 1, 2007.
If there are any such reports by any of the directors to their districts or chapters they are not on the PRS website or otherwise published.
Minutes Are Available (Via a Lawsuit)
Murray, in an e-mail to members seeking access to the minutes of the board and EC meetings for 2008 and 2007, said that Section 621 of New York State law only allows members to see the minutes of the “proceedings of members” and this means only the Assembly of PRS and not its board and EC.
Subsection (g) of 621 provides that the minutes of any board and EC meetings would become “evidence” in the case of legal action against the board or any of its members and would thus be open to public inspection unless sealed by the court.
A lawyer practicing in non-profit corporate law said that the minutes of non-profit board and EC meetings are “not privileged” and are therefore “discoverable” in a lawsuit.
He said some non-profit boards feel that they should not be keeping secrets and allow inspection of minutes by members while others do not.
The EC of the PRS board (top four officers and immediate past president) met the morning of Jan. 25 by themselves. The 2005 Assembly, at the behest of the board, had passed a motion establishing the EC as the “efficient and flexible extension of the full board.”
EC Bylaw Made Board 'Enuchs'
PRS/Miami said passage of the bylaw would turn the rest of the board into “enuchs.”
Two directors quit in early 2006—Ronald Owens of Kaiser Permanente and Gary McCormick of Scripps Emerging Networks.
Only one other director in the history of the Society had quit mid-term—Sherry Treco-Jones in 2003.
Some veteran PRS members thought the EC bylaw was meant to give the EC power to act quickly in an emergency in case a quorum of the board could not be obtained.
However, with the Jan. 25-26 board meeting, the five EC members met all morning Jan. 25 by themselves while the other 12 directors occupied themselves with other matters.
What the EC told the full board about its deliberations is not known. Also not known if whether the full board is able to see the minutes of the EC.
When the full board met at 1 p.m. that day, also present were ten PRS staffers—Murray; CFO Phil Bonaventura; PR staffers Janet Troy and Joe DeRupo; VPs Jennifer Ian, Barbara McDonald, John Robinson and Karla Voth; Christina Darnowski, research, and executive assistant Donna Jonas.
Board Spent Day on Board Theory
After meeting for an afternoon, the full board then spent the entire next day learning how to be a “strategic board” that focuses on outcomes.
The instruction was given by Glenn Tecker, introduced as “an expert in nonprofit organizations.” He is the author of Will to Govern Well: Knowledge, Trust & Nimbleness.
Julin said in an e-mail to leaders that directors “participated in a full-day workshop focusing on building a knowledge-based board.”
Some veteran members wondered why the full board was spending a day on theory of board participation when it could have been creating plans for celebration of the 60th anniversary of PRS this year, creating a “PR for PR” program, discussing what might go into the new bylaws including switching the corporate charter to Delaware, whose laws recognize the existence of the internet and which are more attuned than New York laws to the needs of members of associations rather than their boards, bringing back the printed directory of members or at least asking members for their opinions on this, or many other matters. |