Theatre Design & Technology - Fall 2021 - 48

CHANGEOVER
COMMUNITY POINTS OF VIEW
USITT Governance Changes
By Paul Brunner, Secretary, USITT Board of Directors
E
arlier in 2021, the USITT Board of Directors
charged the Bylaws Committee with
proposing updates to the USITT's leadership
structure. This process started in 2010
when we began transitioning from a large, service-oriented,
" doing " Board to a strategic governance
Board that monitors operations and
puts its focus on long-range planning, resource
development, and the vision needed to move
the Institute further toward a 21st century planning
and initiatives Board. Many changes have
already been implemented, including the hiring
of an Executive Director, and most of the operational
tasks that used to be carried out by the
Board and our volunteers have been absorbed
into office staff positions. These were intentional
moves to focus full-time professional attention
to our members and our organizational
vision and the implementation of our strategic
initiatives. But the process is not complete in
terms of the Board structure and governance.
In order to implement the directive of the
Board, the Bylaws Committee researched the
structure of comparable organizations, best
practices of highly functional boards, and other
association management methods. They held
broad range discussions with various focus
groups and reviewed recommendations from
leadership organizations like BoardSource.
From this, it was determined that major changes
were still needed to complete the move to the
desired fully governance Board.
It may be helpful to define the terms Governance
and Operations, as they apply to notfor-profit
organizations.
Governance is a collection of responsibilities
and duties that must be undertaken to fulfill
an organization's purpose. A governance Board
should manage affairs, determine strategic objectives
and policies, and monitor progress toward
achieving the objectives. Much of these
duties currently exist in our bylaws, but the
Board has been continually hampered by operational
responsibilities in making a full transition.
Operations is defined as the performance
48 | THEATRE DESIGN & TECHNOLOGY | FALL 2021
With the help of our legal team,
the Bylaws Committee has
been re-drafting our bylaws to
be legally compliant
and to ensure that USITT
remains a viable charitable
non-profit corporation under
New York State law.
of work and the practical application of principles
or processes that achieve predetermined
goals. To put it another way, the governance
Board sets goals, direction, and vision, and operations
carries out the activities to meet these
goals and vision.
The Committee sought the assistance of
legal counsel, Barclay Damon LLP, to review
our bylaws -the last legal review having been
conducted over 10 years ago. Our bylaws were
found to be out of compliance with the New
York State Not-for-Profit Corporation Law
(NPCL) and the New York Non-Profit Revitalization
Act of 2013 (NPRA), the first overhaul of
NPCL in more than 40 years. These new revisions
restructured governance and optimized
fiduciary oversight of non-profits. With the help
of our legal team, the Bylaws Committee has
been re-drafting our bylaws to be legally compliant
and to ensure that USITT remains a viable
charitable non-profit corporation under New
York State law.
Bringing USITT into compliance aligns with
our Board restructuring agenda begun in 2010.
One large change occurred in August 2021 when
the Board voted unanimously to eliminate VicePresidents
from the Board. New York law recognizes
vice-presidents as executive employees
who are not operations-based. Our application
of vice-presidents as elected volunteer positions
with significant operational duties violates this
definition. This change will eliminate operational
positions from our elected leadership, thereby
putting us in compliance. It will also serve to reduce
the size of the overall Board, making the
Governance structure more closely allied with
other non-profit Board operations. Current VicePresidents
will serve out their terms, but there will
not be an election to replace them. Their operational
responsibilities will transition to member
volunteers, committees, and staff.
The Board will review the Bylaws Committee's
recommended bylaws changes in November
2021 to bring our governing document into
better compliance with New York law. Another
important distinction will be made once these
changes are adopted: New York does not recognize
our existing committee structure. New
committee definitions must be adopted and our
committees realigned to ensure compliance.
Under New York law, Committees of the Board
may only be composed of current Board members
and have the authority to bind the Board.
This means that this type of committee may
be authorized to make decisions on behalf the
Board in some cases. Typically, these committees
assist the Board in carrying out their primary
legal duties of care, loyalty, and obedience,
including fiduciary responsibilities, devotion to
the membership, and subservience to the goals
of the Institute above personal ambitions. Committees
that do not directly address one of these
primary duties are now defined as Committees
of the Corporation. These committees may
contain both Board and non-Board members,
including staff and volunteers, and these committees
may only serve an advisory capacity to
the Board and bring proposals to the Board for
approval. It's safe to say that very few committees
in USITT will meet the criteria to be a Committee
of the Board. Once the Board approves
these bylaws changes, the Bylaws Committee
will thoroughly evaluate our committee policies
to ensure compliance.
Please look for additional information in
TD&T, USITT Weekly News, and other member
communications, as the Board reorganizes our
governance structure to position the Institute
for a bright future.
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