Proposal for an Oversight Board
of the Hoofers Sailing Club

Geoff Sobering
December 28, 1995

Overview:

In the present Sailing Club goverance structure the Commodore (and to a lesser extent, the vice-commodore and Board of Captains) have complete control over all aspects of the operation of the sailing club during their term of office. One deficincy in this system is that there is no enforced long-range planning. Any given Commodore and Board of Captains (referred to collectively as the BOC) have complete control over all assets of the club.

The sole purpose of the Board of Directors (BOD) proposed in this document is to ensure the Commodore and Board of Captains (BOC) attend to the club's long-range plan (LRP). The BOC's responsibility to the LRP is twofold. First, current year capital expenditures must adhere to the LRP. Second, an additional year must be appended to the LRP.

The BOD's responsibility would be similar. First, they would ensure that the current FY budget (and subsequently, actual expenditures and transfers to retained earnings) are consistent with the current year of the LRP. Second, the BOD would ensure the BOC creates an appropriate and realistic addition to the LRP.

One critical point of this plan is that responsibility for all aspects of the club's operation remains vested in the BOC.

Implementation Choices:

The most obvious item left "to be determined" in the above paragraphs is the method by which the BOD exerts its oversight of the BOC. On one end of the control spectrum, one could give the BOD veto power over a subset of BOC actions (i.e. capital expenditures, retained earnings transfers, and the LRP addition).

At the other extreme, the BOD could be integrated into the existing set of checks and balances present in Hoofers and the Union. One possible implementation would give the BOD no direct power over the BOC's decisions, but would mandate that the BOD append a commentary to every BOC action affecting the club's long-range plan. In this scheme, the established veto authority of Hoofer Council and the Union would remain unchanged, but those bodies would be provided with additional information upon which to base their decisions about the club's budget and capital expenditures.

Between these two extremes lie almost an infinity of possible implementations.

Misc. Details TBD:

Straw Man Proposal:

Scope of authority: The BOD is charged with evaluating and reporting to Hoofers Council and the Union on the following BOC actions:
  1. Capital Expenditures and Retained Earnings Transfers in the Budget.
  2. The BOC addition to the LRP.
  3. Each capital expenditure (report on faithfulness to budget).
In the case when the sense of the BOD is not unanamous, the report shall consist of a majority and dissenting opinion. In the case of the budget (or other action where the BOC is required to make an oral presentation) a BOD representative shall present an oral synopsis of its opinion(s) at the same time.

The BOD shall be presented with a copy of the final version of any item it is required to review at least two weeks before action on the item is required (ex. budget presentation, purchase order requested, etc.). In addition, the BOD shall be given at least on month's notice of the completion of an item it is required to review (i.e at least six weeks before the item requires action). In exceptional cases, the board may consent to review items more rapidly, provided the entire BOD can participate.

Board Operation:

The BOD shall consist of five members. The term shall be five years. Terms will be staggered so that normally one new member is selected each year. In the event a member is unable to complete their term, a replacement shall be selected to fill the remainder of the term. Membership of the BOD is open to any current or past member of the sailing club who is not currently a member of the BOC (voting or non-voting) or paid employee of the Sailing Club or the Memorial Union.

The selection process shall consist of:
  1. Advertisement of the opening via normal HSC methods and solicitation of nominations by any general member of the club. Nominations shall be closed at the end of the club meeting which elects the club officers.
  2. A selection committee composed of the BOD, Commodore, and Vice-Commodore (or two representatives of the BOC) shall select the best qualified candidate(s) by a simple majority vote for confirmation by Hoofer Council and the Union.
Each term the BOD shall select a chair, and other officers they deem necessary, by a simple majority vote. Officers shall have responsibilites as assigned by the BOD. Under no circumstances can the BOD delegate its responsibilies for review of the BOC to a subset of its members.

The BOD shall hold meetings as required to discharge its responsibilities. In addition, at least one meeting of the selection committee must be held as soon as practical after the close of nominations to select new members. Any two BOD members may call a meeting. Meetings shall be posted on the HSC notice board and shall be open to any current member of the Wisconsin Union and any past member of the Sailing Club.

Quorum for the BOD shall be four members. All votes shall require a simple majority of the total membership of the BOD (i.e. three of five in the case of the BOD and five of seven in the case of the selection committee), irrespective of the number present at any given meeting.

Ethics Rules:

In order to preserve the independence of the BOD and help prevent the apperence of conflict of interest, the following rules shall govern the participation of BOD members in the sailing club administration:

  1. No BOD member may hold a paid position in the sailing club (with the exception of seasonal instructors with no oversight responsibilites) for a period of two years after they leave the BOD.
  2. No BOD member may be a voting member of the BOC for a period of three years after they leave the BOD.