Governance Update

On April 17, 2013, ASEA announced via broadcast e-mail to all members the imminent creation of a Task Force to review its governance structure.  The need for this review was first suggested by the East, Rocky Mountain, Intermountain and Northwest Divisions in their October, 2012 Joint Resolution to the ASEA Board.

During the period since the initial request for formation of such a Task Force and today, the Divisions signing the Joint Resolution have not been idle.  While the other Divisions voted to act independently and separately in developing their relationship with ASEA, East, Rocky Mountain, Intermountain and Northwest pooled their collective effort in an attempt to ferret out the reasons for the current conflict between the Divisions and ASEA.  On April 19-20, 2013, the presidents of the four divisions met in Salt Lake City to continue discussions regarding the need for governance reform and to develop a proposed restructuring plan to be presented to the ASEA Governance Task Force, ASEA leadership and the volunteer leadership of all nine divisions.

The plan is limited in scope, simple to understand and addresses the issues that we believe are directly causing the current conflict.

  • While several issues have been identified as contributing to the conflict, the most basic one is a lack of clarity in defining the role of ASEA.  Most people we spoke with believe that ASEA’s historical and current role has been, and should continue to be, that of a service entity supporting the educational and certification efforts of the Divisions.  It is our belief that ASEA was never intended to be, nor should it be, a governing body of the Divisions.   The bylaws of ASEA need to be changed to clarify that the purpose of the organization is that of a support organization to the Divisions, not as a national governing body.  All rights and functions not specifically delegated to ASEA, remain with the Divisions.
  • Currently, there is no direct link between the members of ASEA and its governing officers and directors, meaning the members do not elect the directors of ASEA.  Compare the PSIA-NW process where regional members directly elect their representative(s) to the Board.  Therefore, there is no direct accountability of the ASEA Board to the members.  Accountability can be achieved by making the nine (9) Divisions members of ASEA with the power to appoint a representative to the nine (9) member ASEA Board.  This will achieve accountability because the directors of the Divisions are directly elected by the members of the Divisions.
  • Under the current system, Divisions do not elect or appoint a representative to the ASEA Board, they can only nominate a potential candidate.  ASEA has the exclusive right to determine who sits on its Board.  Prior to 2008, the Divisions had the power to appoint their representative to the ASEA Board and could remove or replace their representative at any time, with or without cause.  The 2008 amendments to the ASEA bylaws upset that preexisting balance which has led to the current conflict.
  • Currently, the ASEA bylaws require a supermajority of seven (7) votes in order to adopt any matter coming before the Board.  This requirement is undemocratic, ignores the discrepancy in size that exists amongst the Divisions and vests the smaller Divisions with the power to effectively veto any matter coming before the Board even though a vast majority of the membership endorses the issue.  For example, based on the most recent membership numbers, the three (3) smallest Divisions have a total of 1,651 members or approximately 5.3% of the total membership of 31,093.  Those three (3) divisions could veto any proposition supported by 94.7% of the ASEA membership.  That result is unfair, undemocratic and needs to be changed.  The restructuring plan we have offered provides for a combination of majority and proportional voting that attempts to fairly redress the inequities of the current system.
  • In the recent discussions concerning the Affiliation Agreement, ASEA threatened to withdraw permission for the Rocky Mountain Division to use the logos and trademarks if they refused to sign the Affiliation Agreement.  In our view, this is an abuse of the trust and stewardship we have vested with ASEA to protect and promote the intellectual property created by the collective effort of all the Divisions.  The bylaws of ASEA need to be amended to prevent this from happening in the future to any Division.


What follows is a simple and straightforward “Q & A” discussion to help you understand our collective efforts and to discount any misperceptions or misrepresentations that may be circulating.

Q:           Why haven’t the Eastern, Intermountain, Northwest and Rocky Mountain Divisions signed the Affiliation Agreement with ASEA as have the five other PSIA-AASI Divisions (Alaska, Central, Northern Intermountain, Northern Rocky Mountain and Western)?

A:            The Executive Committees of our four divisions believe that there are fundamental concerns and issues regarding the operation and governance of ASEA that need to be addressed and resolved before we are prepared to sign any long-term affiliation agreement with ASEA.

Q:           Are there any plans or interest by these four divisions to separate from ASEA?

A:            No. Our interest is to reaffirm the mission of the organization to be member-centric, member-driven and to revise the governance structure to enable and enforce that mission.

Q:           What are the key concerns and issues?

A:            There are three primary overarching issues:

  1. Clarity of mission
  2. Equitable representation of divisions in national governance
  3. Accountability to members


Currently we believe that there is a deficiency in all three of these issues that needs to be addressed and resolved.

Q:           What is the concern about “mission”?

A:            We believe there is a lack of clarity and consensus in defining the role of ASEA.  We believe that ASEA should be a service entity supporting the educational and certification efforts of the Divisions and the members that the Divisions attract, educate, evaluate and serve. We believe that ASEA is operating too much like an industry trade association and not enough like what it truly is – an association of individual members. We also believe that ASEA was never intended to be, nor should it be, a governing body of the Divisions.  As such, our proposed restructuring plan recommends that the bylaws of ASEA need to be changed to clarify that the purpose of the organization is that of a support organization to the Divisions, not as a national governing body.  All rights and functions not specifically delegated to ASEA, remain with the Divisions.

Q:           What are the concerns with “equitable representation” and “accountability”?

A:            We believe that the ASEA volunteer leadership (the Board of Directors) should be equitably and directly represented by the Divisions and directly accountable to the members. We also believe that the Divisions should have representation on the ASEA Board of Directors that is tied in part to the relative size of the Divisions (that is, for a Division with 10,000 members to have the same voting power and allotment in national decision making on policies and procedures as a Division with 500 or less members is not an equitable arrangement). This form of representation and accountability does not currently exist.

Q:           Can you demonstrate how there are problems with mission, equitable representation and accountability with ASEA as it currently exists?

A:            A good example of how these issues transfer to real world impact on members is what we believe to be unchecked spending and budget growth by ASEA during the past ten years.  In the ten years between 2002 and 2012:

  • ASEA dues more than doubled from $30 to $61. (Note: In the Spring 2013 Eastern Division Membership Survey 39% (594 of 1,523) responded that “dues are too expensive for what is offered.”  The September 2012 national membership survey conducted by ASEA indicated that 28% felt that the value of membership was less than the dues cost.
  • The ASEA operating budget doubled from $1.7 million to $3.5 million.
  • The amount of money ASEA spends on personnel expenses have doubled from $700,000 to almost $1.4 million.
  • ASEA expenses have increased by $725,000 in the last four years.


These figures dramatically outpace those of our division in all categories. For example, in the seven years the Rocky Mountain Division operating income has increased 28% while ASEA’s has increased 71.5%. Rocky Mountain Division expenses have decreased 2% while ASEA expenses have increased 79%.  Finally, ASEA spending on personnel during the seven (7) year period has almost doubled from $801,370 to just under $1,400,000 while Rocky Mountain increased 25% respectively.  Essentially, while the divisions have taken significant steps to limit expenses and therefore costs to members, we believe there has not been a similar effort at ASEA.  We strongly believe that such spending practices by ASEA would not be taking place if the governing leadership was directly accountable to the divisions and the members. As it is now, they are only accountable to themselves.

Two things have happened since our return from Salt Lake City.  First, we sent an email to the other five (5) Divisions inviting them to a meeting in June 2013. It is our hope to discuss with them the need for the changes our plan seeks, demonstrate how the changes work to everyone’s benefit and put to rest the misunderstanding and apprehension evidenced in some of the communications from ASEA and others.

It was decided at Salt Lake City to continue our participation in the task force pending its final make-up and its initial response to our new governance proposals before taking our case directly to the membership.  In the meantime, we will continue to reach out to the other Divisions hoping to find a basis for realigning with them.

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