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DAMA Needs Your Help, Part 2

Karen Lopez

Senior Project Manager and Architect | Data Management Expert | MVP | MCT

发布日期: 2018年1月30日

Update: I have put some important information in the comments below, along with a link to the proposed set of Bylaws. Note that right now, Chapters have only two weeks (update: about one week) to comment on these complete re-organization of the association. I personally do not believe this time is sufficient and I recommend Chapters immediately ask for more time to review, potentially with legal experts, the impact of these changes.

Update 2: I am told the PEG, during the Presidents Council meeting on 31 Jan 2018, clarified their belief that all governance continues to be done under the published Bylaws (2015). This is in conflict with numerous emails and chat logs I have that show that some members of the Board have been operating under different, unpublished Bylaws. But it's good we know now that the PEG believes strongly that the Board should be held accountable by not invoking unpublished bylaws as they conduct buisness. It also clarifies how Chapters and members should expect them to act going forward.

In my earlier article this week, I asked all of you to help get DAMA-I back on track. There has been some great discussion about how to help. I wanted to share my personal recommendation on a strong, transparent, and not-too-painless course correction.

DAMA Should Publish Board Minutes, Retroactively Where Missing

It has been several years since DAMA-I published minutes from Board meetings. I know that the Board has been cautious about sharing minutes with members and the general public, but DAMA has organizational challenges sharing anything with just paid members. DAMA-I's structure is that there is as an international body with chapters. Chapters have individual members and some chapters have corporate memberships where all employees of a corporation have a membership in their local DAMA chapter.

DAMA-I also has direct memberships, where individuals are members of the international organization and may or may not have membership in a chapter. DAMA-I has contact information for those members, but does not have contact information (not even names) of chapter members. This structure means that DAMA-I has no way of restricting access to any documents to all types of DAMA members. So they effectively have only an option to publish their minutes in a publicly accessible way if members are to have access to critical communications.

Of course there are some types of business that needs to be kept confidential: employee issues, ethics cases until they are resolved, legal issues, etc. But that does not mean all minutes should be secret.

The lack of access to minutes by members is an issue with governance because members have no way of knowing what is happening with sufficient detail. They have no idea how their fees are being used to advance the profession. They don't know what DAMA is expending resources on. They don't know how the organization is working towards member goals. Chapters also have no insight into how the Board they vote for and the bylaws they are governed by apply. I'm not implying that anything wrong has happened; just that the lack of visibility will continue to be a problem for members. This complete blackout on Board business is a problem. It is a grave governance failure.

This recommendation is a no-brainer: professional associations share their governance documents with their members. They aren't secret. The analogy I would use is a data architect preparing a data model and only allowing other data architect to see it. It just doesn't work that way.

DAMA-I Should Publish the Bylaws the Board Believes They are Governed Under

I was informed several times that the Board was acting under the unpublished Bylaws that the Ethics Officer was preparing. I was only allowed to see these Bylaws once, but my access to them was cut off once I started providing feedback on them. This access also took away my ability to read the unpublished minutes or comment on them.

There has been a lot of confusion about which bylaws are the true bylaws over the years. When I was the Elections Committee Chair, I was sent unpublished bylaws to run the process with. I followed the published bylaws, though, because in my experience, those are the only ones that apply. Eventually these draft Bylaws were officially approved in late 2015, but the Board had been governing themselves for months under the draft version that was not available to all Board members, let alone members. In my opinion, this is not how governance and bylaws work.

This recommendation is straight-forward: Bylaws should not be secret. Draft bylaws are just that. They aren't in effect until they are voted upon. The analogy here is creating a set of data standards and procedures, but restricting access to those standards to just other data architects.

DAMA-I Should Follow Common, Open and Transparent Processes

The Bylaws themselves only call for the Board to vote on changes to make amendments. But I believe good professional association consults with members before making non-trivial changes to their Bylaws. They may come back and say the Bylaws forbid them for consulting with the membership. The Bylaws do not do so. In most organizations I've been a leader in, consultation often takes place for at least 30 days, if not more. After all, bylaws are a contract between stakeholders in an organization. They are the rules of governance that everyone agrees to work under.

When bylaws are modified without disclosure and used while unpublished, this is a grave problem within the organization. If the bylaws are changing who can vote, who is a recognized member, who elects board members or who gets paid to be a board member, even more transparency and openness is called for, in my opinion.

I am confused by the Board's need to make these changes without consulting their members and stakeholders; especially so when they are not consulting their Advisor. I suspect they believe that keeping all this work as a Board-only document they think they will be able to get their work done faster. Update: due to community feedback, the draft bylaws have been published at https://dama.org/content/draft-bylaws-document-comment - Note that Chapters have only until 15 February to provide feedback or ask for changes. What is missing from this release is any sort of strategic plan to explain why this brand new set of bylaws are needed, nor a detailed explanation of the changes and why they are needed. This is like releasing DDL to end users and asking them to validate that all their business requirements have been met. We don't do that.

Transparency doesn't mean every little detail or transcriptions of every conversation. It means conducting business in the open. They current approach is more akin to Agile Blocking (go look it up; I'm not going to link to it). That's exactly what "we won't tell people what's actually happening so that we can work faster." It doesn't really work that way.

DAMA-I Should Hold Open Elections Under the Published Bylaws ASAP

Right now there is confusion about which bylaws the Board believes they are working under and which Board seats are filled by which people. John Zachman's letter is mostly focused on this issue, as the Board continues to conduct business with this cloud of uncertainty. This uncertainty is compounded by the fact that terms have already expired. Half these "Board Members" are, in fact, no longer Board members. Including the president.

In my opinion, the suspension of elections last year, with no rationale and no notification to Chapters and members, is significant issue for transparency and governance. In the absence of some sort of financial or organizational emergency, this isn't something that happens in effective organizations. There is no provision in the published bylaws to suspend elections and certainly no provision to do so in secret. Nor to formalize it after the terms have expired.

I'm guessing that my interpretation of the bylaws is going to be different from the Board's interpretation. I read the bylaws, see that terms expire on 31 December of each year (half the board is up for election each year). There's no provision for changing this date except by voting on a bylaw change.

We are left in a governance limbo. And the deed is already done. Also, any votes by people whose term has expired, in my opinion, is not acceptable. Votes that extend terms can't be voted on by those who are voting to extend their own terms, in my opinion. It's not good governance to have ex-Board members continue to vote on association business, incur expenses, nor to enter into contracts or remain agents of the organization.

Even if the Board were to have taken care of this confusion before the end of the year, there was no valid reason to totally suspend elections. This is not a case of the elections process running late (which has happened before). This is a case of a sitting Board instructing the Elections Chair to not hold elections. And since we don't have access to Board minutes, we don't have any record of why they did this. If we find out that the Board did this without a vote, then we have yet another significant governance issue.

The only solution that can fix this is holding open, transparent elections that follow the published bylaws. Then, as I said in my original article, the newly elected Board members should commit to following their Bylaws and conducting business in an openly. In fact, I believe candidates should be screened based on their knowledge of association governance processes and standards. Update: None of my observations or recommendations should be seen as personal attacks on people sitting in these positions. I believe that most people taking these actions have no access to the full set of information about what has happened and what is planned.

This recommendation is the main focus of John, Chris, and Peter's letter. I can't think of any other valid or ethical solution. If you have some ideas, post in the comments.

Again, I'm happy to update any incorrect facts in this article. I'd also love to hear if you are willing to step up and help DAMA get back on track.

Karen Lopez