Explanatory Notes

EXPLANATORY NOTES

 

1.         Historical Perspective

Looking back to the formation of PSIA, the current statement of purpose is probably very close to the reasons why the organization was founded in the early 60’s by the then existing regional certification committees.  Most will agree that that purpose remains, i.e., ASEA is a service center for the Divisions.  However, the nature and face of the organization has changed.  There is a need to revise the statement of purpose to unambiguously state that the primary purpose of ASEA is to service and support the Divisions.

Historically, PSIA/AASI was a “bottom up” organization.  By that we mean that the Divisions enlisted, serviced and retained our individual members while the National office fostered cooperation and coordination among the Divisions and provided support services to the Divisions.  Indeed, Divisions existed and functioned well before a national organization came into being.   It is our view that in recent years ASEA has been working hard to change our historic relationship and move to a “top down” model in which the National office largely controls much of our operations, greatly diminishing the historic role of the Divisions.  We resist that change.

There is a lack of trust between the regional instructor associations (now the “Divisions”) and ASEA that is eating at the core of their relationship.  It is now perceived by many that ASEA is an organization attempting to assert control and dominance over its Divisional sponsors rather than simply providing the services to them enumerated in the bylaws.  It seems certain that for any restructuring plan to succeed, ASEA’s role must be clearly defined and limited to that of a service provider supporting the Divisions, not as a national entity directing all snow sports industry activity.  ASEA should only perform those duties and activities that are clearly and specifically delegated to it by the Divisions.

From our perspective, the critical change leading to the top down model was the 2008 change in the ASEA bylaws that took away all ASEA accountability to the Divisions.  That change made the ASEA Board responsible for selecting its membership, rather than the Divisions, and took away from the Divisions the ability to recall or remove “its” appointed director to the ASEA Board.  We note that since that change in the ASEA bylaws, ASEA spending has risen dramatically, and we believe ASEA’s responsiveness to the concerns of Divisions has decreased substantially.

Our governance proposal primarily is intended to do two things: one, restore the historic relationship between the national office and the Divisions, and two, provide a system for governance and decision making that is equitable for all Divisions and provides a modicum of equality for all our individual members.

 

2.         Membership

Originally membership in ASEA was voluntary and was comprised of individual Fully Certified instructors.  Over time, membership was expanded to include Associated Certified and Registered instructors and, more recently, a category called Affiliate Members, i.e., “persons interested in promoting snow sports” and the profession of snow sports teacher.  At some point, membership in ASEA became mandatory for all Divisional members, regardless of certification or membership category.

One of the anomalies of current ASEA membership provisions is that the Divisions dictate the qualifications for membership.  For example, Article II, Section 2.3(B) of the ASEA bylaws provides that a Certified Member of ASEA is “any individual who has been certified by a PSIA-AASI divisional association as Certified Level I, Certified Level II, or Certified Level III and who is in good standing in such divisional association . . .”  Similarly, Registered Members are individuals who are members in good standing of both ASEA and the divisional association but are not certified by the division.  Only Certified and Registered Members are ASEA voting members.  ASEA does not recruit, train or otherwise qualify its voting members.

Under the current structure, the Divisions are not members of ASEA and have no direct input into its operations or strategic decisions other than through the Divisions’ right to nominate (not elect) a director to represent the Division.

Further, the members have little right to meaningfully participate in ASEA.  While ASEA’s bylaws provide that it may hold member meetings, there have been none in the recent past other than a mail ballot to vote on a proposal that allowed the Directors to amend the Bylaws without the consent of the members.  Members have no right to run independently for the position of Director or as an officer of the corporation.  A member’s only practical representation comes from their Division which nominates a representative to the ASEA Board of Directors.  This representation may be illusory inasmuch as ASEA actually elects a Division’s representative.  The Division only has the right to remove its representative “for cause.”  Prior to recent bylaw amendments, a Division could remove its representative “with or without cause.”

Given the realities of how the organization has operated for the past 5 decades, an alternative structure that is more functional, more representative and provides more accountability to the membership through their directly elected representatives at the divisional level would seem preferable.  In one model, which we endorse, the Divisions would become the members of ASEA.  The Division Presidents, or the Divisions designees, would become directors of ASEA and would be in a position to give direct input on strategic decisions and policies.

There would no longer be a need for the costly and largely ineffective Presidents’ Council.  No longer would ASEA be operating in a vacuum of accountability.  ASEA would be accountable to the Divisions, and through the Divisions it would be accountable to the general members.  As consumers of the services ASEA was established to provide, the Divisions would be able to direct what services were needed and develop delivery methods that were practicable and financially efficient.  Essentially, the Divisions would have budget oversight over the organization created to service them.

 

3.         Trademarks and Logos

The Divisions that have signed the Joint Resolution are concerned that the right to future use of the Logos and Trademarks of ASEA may be used as leverage to compel the Divisions to give in to ASEA’s demand for dominance in the relationship.  In fact, ASEA has threatened to withhold the use of the logos and trademarks from the Rocky Mountain Division if they did not sign the Affiliation Agreement.  These real and perceived threats have led to mistrust and a fractured relationship.  This issue is at the core of the current problems and must be reconciled with a written understanding that use of the logos and trademarks is for the benefit of all and may not be used as a weapon to gain dominance of one over the other or compel compliance with policies or procedures of one party that are not acceptable to other party.

We believe that this could be accomplished even if ASEA continues to own the Logos and Trademarks if the bylaws specifically provide that they will be held for the benefit of all the divisions.  The right of a Division to use the logos and trademarks could not be terminated except for an intentional and serious act or omission detrimental to the marks and logos.  The specific acts or omissions that might lead to termination would need to be specifically spelled out in a written agreement.  Any Division would have the right and a reasonable time to cure an alleged act or omission that gave rise to a possible termination.

 

4.         National Standards

The National Standards were developed and created collaboratively by the Divisions.  ASEA provided logistical support for their creation but the standards are not owned by ASEA.  ASEA is simply a warehouse for the National Standards that were created by the Divisions.  It holds them in furtherance of its role as a provider of services to the Divisions for member education.  A separate statement could be added to the bylaws to provide that in order to be a member of ASEA, a Division must adopt and support the evolution of the National Standards for all snow related disciplines.

 

5.         Access To Information

If restructuring of the membership occurs as suggested, access to the kind and amount of information available to the “members” should be expanded.  Currently, Division leaders often have little or no access to the financial or other records of ASEA.  Under a revised structure, the bylaws should contain a clear statement of transparency.  At a minimum the President and Executive Committee of each division should have access to all the information provided to the directors of ASEA.  This will allow the Divisions to have full and complete information in order to develop advice and give direction to their Board Representative.

 

6.         Alternative To Super Majority Voting

The Divisions vary in size from a couple of hundred members to many thousands of members.  It is not representative and it is unfair for a small division with a couple of hundred members to have the same voting power as one with several thousand members.  Currently, because proportionality and the number of members of a Division are not considered in the voting process, a minority of the members can defeat any proposal favored by an overwhelming majority of the membership.  For example, 3 of the smaller divisions, representing less than 10% of the total membership, could defeat a proposal favored by 6 divisions representing over 90% of the total membership.  On the other hand, the smaller divisions should have some meaningful input into the decision making process.

We cannot explain the origins of the current 7 of 9 vote supermajority voting scheme used by the ASEA Board, although we do understand that it arose from the 1986-87 negotiations leading to the current logo licensing agreements. Under the current voting system ASEA directors representing only 5.5% of our total membership can stop any initiative, no matter how beneficial it might be for the membership in its entirety.   We say without hesitation or qualification that the current voting scheme is profoundly undemocratic, unrepresentative, and must be changed.

As an alternative to the current system and structure of governance we propose a system that we believe serves and protects the interests of all individual members and all Divisions, large or small.  First, we believe that ASEA needs to return to its roots as an organization that derives from and is designed to serve the Divisions, the nine organizations that recruit, enlist, and train each and every one of the 31,000 plus members of our organization.  To accomplish this, we propose that all nine Divisions be recognized, formally, as members of ASEA, and tasked with electing the Board of Directors, one from each Division.  This is the way it was done for roughly 45 of our 50 years in existence, and no one has provided a creditable rationale for changing that model.  With the Divisions as members selecting the Directors, and with a change to the ASEA bylaws making clear that an essential purpose of ASEA is serving, supporting and enhancing the Divisions, we are confident ASEA can look forward to at least another 50 years of excellence.

Beyond reestablishing the traditional relationship between the Divisions and ASEA, it is critical to correct the fundamentally undemocratic voting procedures now used by our national Board.  After much analysis and evaluation, we recommend a two part voting system based first and foremost on the principle of majority rule.  But we see two majorities that should agree.  First we propose that we use the existing Board structure of one vote per Division, with only 5 Divisions, not 7, needed to prevail.  However, we believe strongly that given the dramatically different sizes of our Divisions simply counting one vote per Division is unfair; the vote representing roughly 247 members in Alaska is equal to the vote of nearly 10,650 members in the East.  Therefore, we propose that in addition to requiring a majority of the Divisions to approve any initiative, it is also necessary to include proportionality in ASEA decision making.

We propose that when the ASEA Board votes, each Director’s vote shall be counted two ways, one, as the single vote of the Division, and two, as a vote proportional or perhaps roughly proportional  to the percentage of the individual membership represented by each Division.  This “two stage” voting could be accomplished in various ways, but the simplest and lease expensive is simply to keep the current 9 member board, but count votes two ways, requiring two separate majorities for a proposal to pass.  What we are proposing is akin to the way our national government works (recent gridlock not withstanding) where one vote would be modeled on the Senate, one vote per divisions irrespective of size, and a second vote based on “population” as with the House of Representatives.  Examples of how such voting could proceed are included with our proposal.

 

Click here for the Exhibits to Proposal Document: Exhibits to Proposal