[This was circulated to the AGA Chapters email list; reposted here for convenient reference.]
Dear Chapter Representatives,The Governance and Policy Committee has submitted the attached report to the Board on the conflict-of-interest issue. The Board will be discussing the report in upcoming meetings. The Board seeks comments on the report and the conflict-of-interest issue from the membership. Please feel free to contact your regional directors or other Board members if you wish to express an opinion.
Sincerely,
Dave Weimer
[Chair of AGA Board of Directors]
Initial discussion took place regarding the general principles involved. After positions were staked out, and some give and take took place, we tested our principles with some 'hypotheticals'. The result is good news and bad news. The good news is substantial consensus regarding the principles we should adopt in this area. The bad news is, given the nature of the task, and the pressure to create a report, our recommendations are quite general in nature, and not in each detail unanimous.
I am delighted with the Committee. All participated fully, and all views will be represented in this report. As Chairman, and as a member of the majority view on most issues, I am responsible for this document. It has been circulated and approved by the group. To preserve the candor of our working relationships, I will indicate the strength of consensus on these issues, without revealing the positions of particular board members. For the record, there are 6 of us, and this is problematic in a few instances, however, I would not part with any of them, and another voice would complicate matters. Also, I use the term 'dissenter(s)' below as a lawyer. It is a term of respect, of strongly held view, and is not a derogatory term.
The unanimous consensus is that the original conflict policy approved by the original group was too strict, particularly in its breadth, encompassing virtually all AGA positions. Similarly, consensus was reached that the current policy as stated in the bylaws is too weak, insufficient, and unacceptable, particularly at the Director level.
The plan proposed by us can be summed up in three parts ' Disclosure, Independence and Enforcement. The group is in complete consensus that the AGA needs to maximize three ideals. First, remain independent. Second, encourage, not discourage our volunteers. Third, make use of the enthusiasm and expertise of all elements of the Go community. Some of these ideals do come into tension.
All prospective AGA volunteers, or officer candidates will be required to disclose any financial interest in Go activities, and any membership or offices held in other Go organizations. This disclosure should be as complete as possible in scope, from the problematic to minor. The disclosure need only generally describe the issue; precise information regarding specific dollar amounts is not necessary. The information will be collected by the Nomination Committee for director candidates, the Board for Presidential applicants, and the President for lower positions. This information is sensitive, and should only be shared with others after the election or selection of the individual. This information is vital for the nominations committee to clear candidates for the Board of Directors and for the organization at large to properly investigate any complaints of improper decision making later on.
The nomination committee will review the information to determine if the individual is eligible to run for director. If the disclosure affects a Director, but does not render him ineligible, and that Director is allowed to run and serve, then it will be released to the President and the rest of the Board. For the President, or perhaps a few other key posts, the Board will review the material in making the selection. If it is a lower position, the President will inform the board and the appropriate vice-president after the individual is selected. .
The AGA must be independent of outside influences. To best preserve this independence, 5 of us agree that the members of the Board of Directors must be free of any financial interest in any Go activity, and free from significant affiliation with non-AGA Go organizations. The dissenting view agrees with the principle, but would not disqualify a candidate for a potential problem, only for a real one.
The main point of the dissenter above is the problem of being so picky on this issue that only those completely uninterested in Go would qualify for the Board. It was necessary to examine what we meant by a 'zero tolerance' policy in this instance. We tossed around 5 'hypotheticals' to see where we stand. You may recognize some of these people, though they were not referred to by name.
There are many other possibilities, but we hope these examples provide guidance.
These rules should certainly apply to the President as well, although the focus of our discussion was on the Board of Directors. Treasurer might be appropriate too, although an audit committee could provide protection against abuse in that instance. There was no interest in the strict examples outlined above being applied across the board at lower levels, the distinction being that potential conflict would not prohibit people from taking lower positions because the independent Board provides a check against such conflicts, and lower level positions are not in a position to bind the AGA in financial areas. Actual behavior exhibiting a conflict remains prohibited.
The committee, after some discussion, agreed that potential conflict of interest should play no role in selecting individuals for other positions. Therefore, while the President is mandated to collect the disclosure information, it is not to be a basis for the decision to place an individual in a given position, nor is it to play a role in the Board's approval of that decision. Once in office, the individual's disclosure information should be distributed to the Board and appropriate Vice-President.
This mechanism is designed to protect AGA independence, while not alienating key volunteers, many of whom have crucial expertise, abundant energy and common interests. Immediate hostility to individuals who devote substantial energy to spreading Go ' as publishers, teachers or in other capacities ' is counterproductive to the success of this organization.
Armed with the disclosure information, however, the Board, President and appropriate Vice President can be vigilant to actual abuses or decisions tainted by conflict of interest. Officers are mandated to deal with such situations when they occur. Minor and correctable issues can be resolved internally. If a complaint is made against an individual, or an individual refuses to act in accordance with this policy, an investigation and determination should be made. We did not discuss this aspect in detail, but one solution would be to form an investigative committee consisting of the President, the appropriate Vice President and a randomly selected Director, or a Director selected by the 'accused' They would recommend appropriate action to the Board.
These are our views. We hope they are helpful. We are less than satisfied with their completeness, but substantially satisfied that we made substantial progress in a limited time. I am prepared to defend this report, and to respond to any questions. I would request that the independence of the Committee be respected, and inquiries as to who voted for what specifically not occur.