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Proposed Changes to Gotham’s Governance Structure

Resources For Understanding The Proposed Bylaw Changes

Overview of the Proposed Changes
Text of the Proposed Bylaws

Summary of the Proposed Changes

Over the past 2 years, as part of our Strategic Planning Process, Gotham’s Board has worked on a revised governance structure that will allow Gotham to continue to grow as an organization, facilitate our transition to a charitable 501(c)(3) organization, allow more opportunities for leadership and leadership development for our membership, and improve the way we run our everyday programming.  The results of this process are these proposed Bylaws.  The Board of Directors has already approved these proposed Bylaws, subject to your member feedback.

The biggest changes are:

  • The creation of Leadership Groups to work on areas of essential programming.  There are 4 such groups:  Division Play, Training (Power), Tournaments and Open Play, and Activities and Outreach.  Each of these groups will essentially function as mini-Boards, focused on implementing and improving the program within their area.  This will both improve the accountability and focus of the leadership in each of these groups, and provide lots more opportunity for members to get involved in leadership positions.
  • The Board of Directors is reduced in size to allow it to focus on guiding the overall organization, and making decisions that affect multiple areas of Gotham’s activities.  The revised Board is composed of the President (currently the Commissioner), Secretary, and Treasurer, and 5 Directors, all elected by the membership of Gotham.  The Board also includes 3 appointed Vice Presidents (Division Play, Training/Power, and Activities and Outreach) who will oversee the leadership groups and be the connection between the Board and the leadership groups.  Since the Board is so much smaller, there is no longer an “Executive Board” within the Board.
  • Past Presidents who remain active in Gotham will be part of the Board.  We got this idea from an examination of successful non-profit Boards with organizations who want to maintain a steady mission and institutional character.  We believe the Past Presidents will bring institutional knowledge to the Board, bring their experience to decision making, and allow for consistency through the years.  While we value this group as described above, we also want to ensure a diversity of opinion in decision making, so in order to make sure there is a limit of influence by this group, only up to 4 of them can vote, so their total vote will never exceed 25% of the Board.
  • Appointed positions are currently made by the Commissioner.  Under the new structure, they will be made by a committee instructed to consider the merit of each applicant for appointed positions.  We believe this will increase opportunity and transparency in appointments.

What Is The Member’s Role In This Process?

Ultimately, the Membership will be asked to approve these proposed changes in a referendum run on December 13.  But, before that happens, we want as much feedback as possible.  Please look over the materials on this page and, if you have any thoughts, suggestions, and/or concerns, e-mail Seth at [email protected].  All proposals will be considered and subjective changes will be brought to the Board of Directors at its November meeting for further consideration.

Members’ Frequently Asked Questions

Q:        I didn’t know that we had appointed members of the Board. Aren’t they all elected?

A:        Gotham has always had a mix of elected and appointed members of the Board, and this does not change under the new proposal. In fact, like the current Board, elected positions always make up a majority of the Board. However, looking at Gotham governance overall, we have expanded the number of elected positions on the Board/Governance Groups from 17 under the old system to 26 under the new system. This, we hope, we will create a lot of opportunities for members looking to get involved. Maybe starting with you – the person reading this… 🙂

Q:        I see in the new system that a committee recommends who should fill appointed positions. Didn’t the President (Commissioner) used to do that, and why has it changed?

A:        Under our current system, the President (Commissioner) appoints most positions, usually with the Board giving the final ok. This system has worked well for us, but as a Board, we occasionally get feedback that the Board seems too closed – possibly even cliquish. We hope that by having a committee (with a diversity of views and opinions) recommend people to appointed seats, the process is more open and transparent. We also hope, when this happens, more members will be encouraged to step forward and apply to leadership positions. Just like above… hint, hint! 🙂

Q:        Why are Division Representatives now on the Board but under the proposal are in a Leadership Group?

A:        The duties of the Division Representatives do not really change under the new system; their jobs are just focused on implementing Division Play and are relieved of organization wide planning responsibilities. In our current system, the Board does the job of both the proposed Board and the proposed Leadership Groups. In this system, the Board members have become overwhelmed by their responsibilities. Part of the solution to address this issue is to separate the roles of the Board into different groups. The Board itself is responsible for planning the path of the organization, and coordinating between all activities. The Leadership Groups are responsible for the rules and implementation of the activities they focus on.

Q:        We noticed there is a way for up to 4 active Past Presidents to on the Board. Why are Past Presidents on the Board? Why do they get a vote?

A:        The idea of putting Past Presidents on the Board originated from an examination of successful non-profit Boards. Many of the non-profit Boards we looked at to model ourselves after used this as a technique to keep leadership talent engaged and have a base of institutional knowledge as part of the decision making. The Board wanted to ensure that the majority of the Board is recently elected directors and that a group of Past Presidents don’t overwhelm the Board. That’s why the Past Presidents are only entitled up to 4 votes on the Board. This ensures they will never be more than 25% of the vote on the Board, while keeping their vote (and by extension their opinion) a welcomed part of decision making, but only part of the decision making. Also, we don’t want just any person to be able to participate in the Board just because they were at one time a president. That’s why the Bylaws also contains requirements that the Past Presidents who serve on the Board be active members who are participating in the activities of Gotham. Like any other member of the Board, they can be removed by the Board (or the membership) if they are freeloading or not being responsive to the needs of the organization and the membership.

Q:        I heard that if these Bylaws pass that will mean the Board will be paid a salary, and that Gotham won’t be about volleyball anymore, and that the members will have to pay a fee, etc. Is any of this true?

A:        None of that is true. Substantively, Gotham’s mission is exactly the same in these Bylaws, and will not change. Also, the Bylaws do not specify or change the membership structure in any way. While the Bylaws are designed to help us transition our legal status from a Social Organization to a Charitable Organization, this is more of a legal distinction than a substantive one, and is a separate process from the Bylaws change. One of the reasons we want to make the legal change is because it will help Gotham, but also that we have been operating with a charitable purpose anyway and should get the benefits from it. If we do make the change, it will not change our activities. Similarly, the Board and other leadership will remain all-volunteer. That being said, one of our long term goals to help improve the member experience is to hire a part time administrator, but that’s a totally separate issue that has nothing to do with the Bylaws change. As for membership, we are considering a change in the membership structure as a separate proposal, but that is also unrelated to this Bylaws change and the Bylaws are specifically written to work regardless of what we do with that piece. If you have more feedback about any of these non-related issues, please contact Seth at [email protected].

Q:        This is a big change. Aren’t you being hasty?

A:        These Bylaws are the result of over two years of research, meetings, work with consultants, and outreach. Also, we have now spent over a month engaging you, the membership, and got lots of great feedback and great ideas. Usually these kinds of changes are made by notifying the membership and asking for a vote. We are excited to have taken months to solicit your feedback, get your input, and incorporate it into the final product. So we’re confident, after all of that, these new Bylaws is right for Gotham and will improve the experience for you, the membership. That being said, Bylaws can always be changed, so if something doesn’t work, we can always fix it!

E-mail [email protected] with questions.

Return to the Strategic Planning Page