July 14, 2021

(Guest Post) Chuck Howard Comments on the Proposed IOA Bylaws

The following commentary was submitted by Charles Howard, IOA Executive Director and author of The Organizational Ombudsman: Origins, Roles and Operations - A Legal Guide. Before becoming the IOA Executive Director, Howard was a long-time attorney for Ombuds and a regular speaker at IOA conferences. [Emphasis and links in original.]

I am not an ombuds, but I have been a member of IOA in whatever category I was allowed to be since its inception. I have represented and worked with ombuds for more than 30 years, and I hope that my advocacy and admiration for ombuds and the work that they do has been apparent.

For the past two years, I have been privileged to serve as the Executive Director of IOA, and I have worked very hard to expand awareness of the ombuds role externally; and also, within IOA, I have tried to help it become a more effective association for the ombuds profession. I am keenly aware of the strong history of voluntarism within IOA but also keenly aware of the need for more professionalism in how IOA operates. Over the years, since IOA was so small, much of its work and decision-making has been conducted much like a committee of the whole. As IOA has grown—and especially if it wants to continue to grow—as a profession, that model of collective decision-making does not always serve the organization well. There is a Board of Directors for a reason—to provide leadership and guidance on difficult questions. 

When issues were raised by the DEIB Task Force about the way directors have been selected, the IOA Board did precisely what I think a good Board should do. Rather than proceed with the pending election about which concerns had been expressed involving possible inconsistent interpretation and disparate impact of bylaws criteria for eligibility to serve as a director, the Board responded in accordance with the best practices for organizational management by promptly commissioning a review of the IOA Bylaws by independent counsel to evaluate the Bylaws and the merits of those claims. When the Board received the findings of that review, it undertook the task of recommending revisions to the Bylaws to address those concerns as well as several other issues that had previously been identified as needing to be addressed to make the Bylaws and the operations of IOA more effective. Those changes are what have been presented to members for a vote today. 

The Board did not rush to judgment on these issues. It labored in five long special meetings and consulted with IOA’s outside counsel, Mike Deese, who is experienced in representing IOA for many years, as well as many other professional associations. It sought to balance the need to recommend a resolution to the Bylaws issues with the need to put the director election process back on track. The boards of most other organizations with which I have been involved likely could have discussed and approved bylaws revisions in a single meeting or even part of a meeting. I understand that some believe that the process used is flawed because they have not had a chance to be heard on the issue, but I believe the Board did consider at some length the issues involved and has made its recommendation to you. This is, in my opinion, what a good board should do. Especially as IOA hopefully continues to grow, it needs to have different voices and greater diversity of all kinds represented on its Board. These revisions to the IOA Bylaws accomplish that. 

As the comments from the IOA Executive Committee clearly stated, the 28% of IOA members currently eligible for board service are not the only members who are committed to protecting and preserving the profession. A great deal of thought and work went into the recommendations before us, and the governance functions of the organization need to move forward. I think the Bylaws changes should be adopted. 

Voting members, please vote by proxy online or participate in the virtual Special Member Meeting being hosted on Thursday, 15 July. 

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