PRSA News Thought Leadership

Leadership Means Looking Forward; Governance Means Making Sound Decisions

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Good governance takes leadership. Good leadership takes looking beyond the moment to make decisions that will have an impact long past the decision point.

This year, we have several governance initiatives coming before the Leadership Assembly on Oct. 7 that will require real leadership by our Chapter, District and Section delegates. I’m excited to say that these recommendations are being brought forth by the Governance Committee, newly formed this year and comprised of non-Board volunteers, aside from the Board liaison assigned to this committee.

This group — which comes from across the United States and includes current and past leaders — has delved into the Society’s bylaws to assess how the organization can remain sound and agile enough to adapt to our changing landscape while still delivering the very best member value. The Governance Committee is recommending four bylaw changes this year.

The recommendations:

  1. Clarify that the Board of Directors will approve PRSA District bylaws.
  2. Remove barriers to membership and better reflect our base by changing “public relations professional” to “communications professional.”
  3. Secure the best talent and improve diversity by electing all Board of Director members At-Large.
  4. Entrust the Board of Director to revise bylaws.

The Board has unanimously endorsed all of the recommended changes.

The first two are mostly housekeeping: Codifying our processes and bringing our language up-to-date to adequately reflect the work and membership of PRSA. In the first recommendation, the new language would codify our existing practices resulting in no change in process. If not passed, then this task would fall to the Leadership Assembly to annually review the bylaws, making the meeting cumbersome and delaying District bylaw approvals to once yearly.

By changing the wording from public relations to communications professional, we can greater reflect our membership base. In recent years, communications has taken over many of the titles held by our members. Do we plan to change PRSA’s name? No! We will remain steadfast in our history as we have for the last 70 years, but allow our membership ranks to expand as our roles in the companies we work for have expanded. This will reduce the number of members who leave as a result of “no longer performing traditional public relations,” as the Society will be able to still address their professional needs in spite of the title change. There is a very real opportunity to increase our membership ranks as a result of this recommended change.

Each year, our Nominating Committee struggles to reach a richly diverse and talented Board slate. In recent years, the At-Large seat, with the addition of two non-APR seats, has created an influx of candidates, averaging more than 20 individuals for the past two years. At-Large candidates have come from nine of 10 Districts. Yet, many of these qualified candidates had to be turned away. By not being able to move candidates from At-Large to other open Director seats, it limits the NomCom’s ability to select the best and most diverse Board of Directors.

The Governance Committee is recommending the geographical identifier be removed and all candidates be selected At-Large for Director positions. This doesn’t remove the non-APR seat, which would be open to one non-APR each year, but it would open the ability to select top candidates based on a broad and diverse spectrum that is balanced among geography, industry, experience, discipline, ethnicity, LGBTQ and other diverse traits to round out a comprehensive, diversely rich Board of leaders.

Is this a shift away from Districts? Absolutely not. PRSA has invested heavily in District programs this year and will continue to do so. Likewise, we are encouraging this tier within the organization to continue to assist in nurturing and recommending viable Board candidates. And, the composition of NomCom would remain the same with representation from Districts and Sections to ensure that all spectrums are considered as Board slates are selected. This change has been recommended to the Board for consideration by both the 2015 and 2016 Nominating Committees and is supported by past, current and future chairs (2015-2018) of that committee.

Finally, if the last recommendation sounds familiar, it’s because it came before the Leadership Assembly last year and failed by a mere five votes. Given that response, the Governance Committee felt some additional checks in place made this Amendment feasible for consideration again. This proposed Amendment now incorporates a 30-day comment period prior to Board action, and the Leadership Assembly will have the power to overturn bylaws enacted by the Board with a two-thirds vote.

This Amendment lets the Leadership Assembly focus on key issues and initiatives of importance to members and the profession, as the Board can take care of housekeeping items in a timely fashion. This will not mean that amendments won’t come before delegates. This will mean key items of consideration will have the attention they deserve by our full body of leadership. This will give delegates the chance to weigh in on critical issues in a way that is impactful to the Society.

There’s much to digest here and many decisions to be made so that PRSA can remain relevant, flexible and agile in our evolving world today. Just like the last 70 years, we’ve come a long way, yet we have a long way to go as well. I hope that as members of the largest communications association, our leaders will see that these amendments are necessary to ensure our future stability.

Jane Dvorak, APR, Fellow PRSA, is the 2017 PRSA National Chair. Leadership is at the heart of her year as she chairs the Society in a time of change and opportunity. The formation of the Governance Committee was a strategic move to ensure that PRSA remains relevant and member needs continue to be met as the organization strives to be nimble in its 70th year and beyond.  

About the author

Jane Dvorak, APR, Fellow PRSA


  • With regard to the fourth bylaw change, this comes up every few years – in fact, it came up last year — and has been voted down every time. What has changed over the past year that makes this any better of an idea now than it was then? What makes you think that the members are going to be willing to cede any more of the responsibilities of the national assembly now than before? The fact that the board continues to try to remove the authority of the national assembly to approve the bylaws is either reflective of ineffective communication by the board, or a lack of understanding that this is an issue the assembly is not willing to agree on.

  • Thank you for allowing PRSA members to weigh in on the proposed PRSA National Assembly bylaw amendments.

    I’m writing as a 20-plus-year PRSA member and a past national board member to register my opposition to the PRSA national bylaw proposal entitled, “Entrust the Board of Director(s) to revise bylaws,” which appears aimed at giving the board carte blanche authority to change PRSA national bylaws at-will, without our Assembly delegation having the right of final approval (noting that a 30-day “comment period,” as proposed, is meaningless and — please forgive me — laughable as a presumed fail-safe mechanism that would avoid a governance misstep, with potential for lasting, negative impact to PRSA as an organization).

    It should be noted that the amendment that the board is proposing seeks to stack the deck against the delegation being able to vote down a misguided bylaw change that the board already approved and enacted by itself (requiring 2/3 majority to vote down an already-enacted bylaw change, after the fact).

    I strongly urge that our delegate representatives understand fully what they are being asked to support — and to vote down this proposal handily. It’s unprecedented, and to be candid, it’s chilling to think of the possible outcomes, if it’s approved. Referencing the board’s rationale for approval, there is no “housekeeping” task so urgent and pressing during the course of any calendar year that merits usurping the rightful authority of the Assembly delegation to vote final approval of bylaw changes.

    Since the national board is seeking expeditious completion of housekeeping items, it would be helpful if national board meeting minutes could be added back to the PRSA website for easy access and review, since they all were removed (unannounced) earlier this month.

    Thank you for receiving my concerns.

    Mary Beth West, APR, Fellow PRSA

  • Deb (and Mary Beth),

    Thanks for your comments and interest in this important topic. You bring up some very good points and some points that are worthy of further explanation.

    As PRSA continues to evolve and focus on providing the best value to its members, it is essential that the Society focus staff and volunteer resources on the strategic areas and discussions needed to move us forward and deliver value. Currently, all amendments to bylaws, regardless of size or scope, must be voted on by the Leadership Assembly. This is not a good use of the Assembly’s time. That is why the Governance Committee, the Board and I am recommending that our Leadership Assembly support the proposed bylaw revision that enables the Board to amend bylaws with the input of the Assembly.

    I can say with some authority, that this topic was brought up for the first time last year. (I was the driving force) and it failed by five votes. The 2016 proposal was a good idea, but it had significant flaws that led to its defeat.

    Why did we bring it up?

    This proposal was an outgrowth of a number of factors.

    • Many delegates commented in the open-ended section of the 2015 AND 2016 survey that PRSA should better utilize delegates’ time by focusing on our core issues rather than the nuts and bolts of running the Society (They said it before then as well, I am just keeping it current).
    • Association best practices have evolved over the years and it is now common for the Board to deal with bylaws and the governance of the Association (one of the main duties of any Association Board).
    • We spend considerable staff and volunteer time on many housekeeping items that can be better spent focusing on delivering member value.

    So what is different?

    This year, the PRSA Board created a governance committee – and one of its tasks was to review the bylaws and to see if this proposal was something that should be discussed again. The governance committee is comprised entirely of non-board members (with one Board liaison – me – like every committee). They felt that with a few changes that this was worthwhile and should be enacted. They unanimously voted to bring this forward. One of the members who was one of the strongest opponents last year, now supports it this year.

    So what is different this year?

    There are a number of key, significant changes to the proposal this year.

    1) Before the board considers any bylaw change it will notify the Assembly (which includes all Chapter presidents) and have a 30 day comment period. This ensures member input. While the Board would have done this for significant issues anyway, it is now codified. This was the single biggest objection last year.

    2) The Assembly will retain the power to propose bylaw amendments – something that was left off of last year’s proposal. People that know me know there is no great proponent of the Assembly than me. We want to make the time more effective and strategic.

    3) There is a new addition which explicitly states the Board cannot abolish the Assembly. This was something our parliamentarian pointed out and we wanted to make extremely clear. The society needs the Leadership Assembly.

    With these issues addressed, we believe the bylaw proposal is much better than last years and hope the Assembly will vote in favor.

    There are a few other points I want to address:

    1) Why does the proposal require 2/3rd vote to overturn a Board decision? Why not a majority plus 1? Although the Board would have been fine with this change even though it goes against Robert’s Rules (and actually supported it last year), there is one reason we can’t make this change. According to New York State Law and how we were incorporated, our counsel let us know it has to be that way. We found this out at the Assembly last year and it was reinforced this year. (It’s a bit more complex than that, but I wanted to keep it in plain language)

    2) Can you give me an example of the types of changes the Board would do without bringing them to the annual Leadership Assembly?

    There are two I want to call out. The first is the housekeeping revision that is bylaw proposal #1. We could have reduced the time and costs we spent on that proposal significantly with this change and it is not a good use of staff or Assembly delegate’s time.

    For another great example – our parliamentarian pointed out another change we need to make to the bylaws. Last year the Assembly entrusted the Board to interview and recommend officers. We need to add a section that the Board needs to determine their eligibility. The parliamentarian noticed this this summer, AFTER the bylaws deadline. As it stands right now, to make this most pedestrian of housekeeping changes we could incur the costs of calling a special meeting, or sit on this until the 2018 assembly to go into effect in 2019. It’s the difference of 30-60 days vs. 1.5 years.

    It’s for these reasons the proposal is back this year, and I am asking you for your support in moving it forward.

    I also expect that the minutes concerns will be addressed at the next regular board meeting on August 29 which is when it has been scheduled to be discussed.

    Thanks and I look forward to seeing people at the Assembly.

    Mark W. McClennan, APR

  • Mark — Thanks for posting a response here and for shedding a great deal of light on the background of how this proposal evolved. It’s helpful to understand this background. I know that you and all members of the Governance Committee are operating with PRSA’s interests in mind, and I appreciate everyone’s volunteer service.

    However, my concerns remain unchanged and, in fact, they may have only intensified here.

    I’m particularly puzzled by your comment above and quoted here:

    “Currently, all amendments to bylaws, regardless of size or scope, must be voted on by the Leadership Assembly. This is not a good use of the Assembly’s time.”

    Mark, with due respect . . . fielding, reviewing and deciding amendments to bylaws are what governance Assembly delegations DO. That’s their unique function and charge. No other body within PRSA has this task (despite the attempt of giving the board of directors that unique authority independently, which I believe is categorically wrong).

    If specific PRSA volunteers don’t want to do that unique work of the Assembly, then they shouldn’t serve as Assembly delegates.

    Despite the fact that not every bylaw amendment is necessarily a “strategic issue,” per se, many such amendments do indeed have highly strategic (or, conversely, ill-advised / detrimental) potential for the organization — and as such, they deserve attention, input and vetting via democratic process, to help ensure the most strategic and helpful measures can move forward and those with the opposite potential do not move forward.

    While some Assembly bylaw amendments are more in-the-weeds than others — and yes, sometimes onerous or inconvenient — these occasional qualities should not negate the PRSA Assembly delegation from being able to fulfill its duty, and it should not pose some caveat or loophole for the PRSA national board to overstep its boundaries.

    Those in PRSA who want to focus solely on the Society’s strategic planning, thought leadership, etc., should seek to join national committees that are in place or to run for the national board, to serve in helping set PRSA’s strategic voice and agenda, which are THOSE entities’ roles.

    I’m so glad you mentioned the national board meeting minutes, albeit as something of an after-thought, as they currently remain pulled off the PRSA website and not view-able. I will stand by with great interest on Aug. 30 or later this week to hear the latest of what was decided by the board on allowing them to be re-posted.

    The reason for my intense interest in the minutes is that I’ve been trying to follow PRSA’s advocacy efforts, given my past role on the Advocacy Advisory Board, and my decades-long interest in seeing PRSA put forth its leadership voice in compelling (but appropriate) ways to represent the best of our profession.

    Because the new PRSA website offers practically no insights as to what Advocacy has been doing or seeks to do this year, I tried to follow the quarterly national board meeting minutes in order to track the Advocacy status reports. The January and April board minutes that I earlier downloaded (while they were available on the PRSA website back in June) indicated that Advocacy was a major priority area this year. The minutes also reported numerous Advocacy plans and deliverables slated for 2017.

    However, in just the past week, I heard from a third party (a past national leader) that the Advocacy Advisory Board has been disbanded. Not sure if this is the case. Surely the July / summer 2017 national board meeting minutes would shed light on what’s going on here. But of course, I’m not allowed to see them under the newly discovered policies about board minutes being confidential.

    So yes, I’m sure the Assembly this year will need to tackle strategic issues, not the least of which is debating the matter of transparency in PRSA’s governance systems, information disclosures and policies / procedures.

    For these (and other) reasons that I’ve enumerated, my trust has been deeply shaken, which doesn’t lend confidence in future carte blanche authority being “entrusted” to any other single entity within PRSA apart from the Assembly delegation to make bylaw changes. The beauty of the Assembly is that everyone has to be accountable for what they say and how they vote. We should recognize that 30-day comment windows have no authority and no vote.

    Perhaps someone should make a bylaw amendment proposal for national board meeting minutes to be posted online within 30 days of each board meeting. I’m sure it never dawned on a previous Assembly that such a bylaw would be required, but clearly, it is.

    Thanks again for your time in reviewing the concerns that have been voiced, Mark.

    -Mary Beth West, APR, Fellow PRSA

    • I agree with Mary Beth on several of the issues she raises, including the need to have board minutes posted in a timely manner. Candidates for the national board are urged to review board minutes as part of their preparation for interviews, which they cannot do if the minutes are not posted. This most recent nominations cycle was missing the most recent board minutes from more than a month prior to the candidate interviews.

      I don’t believe that the bylaws change that allowed the board to select and recommend officers of the association was a good idea, and would be supportive of a bylaws amendment to repeal that change. It puts too much power in the hands of a few officers, at the expense of the organization as a whole. I have been a delegate to the assembly for over 10 years now, representing various chapters, districts and sections, and I have witnessed a gradual whittling away of the mission and responsibilities of the assembly as a governing body. I, too, agree that better use of members time needs to be made, but that time is better spent on governance and less on a seemingly endless parade of consultants leading the assembly through assorted exercises and surveys that seem to come up year after year. I have hear this same complaint from delegates year after year. All you have to do is go to the staff tables around 3 pm on Saturday and look to see how many voting machines have been deposited there by delegates who have left early.

      I see a serious disconnect between the board and the members that is troubling, and needs to be addressed. I don’t believe that continuing to push to put more governance in the hands of the board and eventually eliminating the national assembly is the answer.

      • Debra — I agree with you. I can attest that I have felt a serious disconnect this year, the likes of which I have not experienced in all my prior years of PRSA membership. I do hope that this year’s Assembly dialogue will help re-calibrate the relationship between leadership and the members, with trust built on shared information, transparency and a level of responsiveness by leaders to members’ valid concerns driving that dialogue.

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