Put simply, the Renew Board of Directors is a great idea!
As Victoria Bjorklund, our non-profit corporation attorney and expert, explained to the Executive Council:
Clearly, the size of a board of directors has tremendous impact on an organization. [She described a huge board with affiliated organizations (like our societies), so large it was dysfunctional.] Therefore, what is happening is that actual functioning of the organization is operating largely through the executive committee of the organization. We do see some organizations, especially large fundraising organizations—[she named one]—where a large board is desired because it is a placement program for donors. Those boards are not meant to be real governing boards; they are meant to be fundraising boards….
Another reason that you sometimes see larger than typical boards would be that you are trying to amass a certain body of skill sets. For example, [our firm] works with Doctors Without Borders. It is very important that they have practicing physicians as well as nurses, mid-wives, logisticians, and then lawyer and banker type people on the board as well as representatives of the international affiliates. So they have gone to composite board structures that are based on the attributes that a person brings….
Another problem with large boards, behavioral psychologists (and psychoanalysts, I imagine) would tell you, is that when you have a large board, people do not have the same investment in the organization that they may have when there is a smaller board or when they are on a committee of the board where direct responsibility is assigned to them. So, the newer models favor smaller boards. Even for large public charities, smaller boards are being favored. In fact, the attorney general in New York State has proposed legislation that would limit the size of the board at the outside to 25 members. That legislation has not gone forward because the public charities that have the fundraising boards have criticized it….But, clearly the former head of the Charities Bureau took the very strong view that there is a breakdown of behavior of board members through this lack of ownership, lack of responsibility, if boards are too large. In that case, boards get too passive or you get rump groups that start taking over the boards, etc. So therefore, the view is that the ideal sized board is somewhere between 7 and 15 people.
Our 58-member Executive Council is simply too large to be the board of directors of a modern corporation. Under the Renew Plan, this group of representatives of societies will be relieved of the contentious issue of governance and permitted to turn its attention to the actual areas where society representation, deliberation, and input is most urgently needed. Societies need what institutes have abundantly received from the Board on Professional Standards—a representative council focused on nurturing functions, assistance with society problems, and shared solutions to shared professional problems. This model has worked exquisitely well for the institutes. Why not for societies? Because the societies have eschewed those sorts of functions in favor of running the corporation—a role for which the Council is simply unsuited.
Why is it unsuited? Here are a few of the answers:
58 members cannot be a work group. No amount of time will allow this many persons to be known and heard out on every subject.
We have no term limits—thus, “lifers” (many have served as councilor for decades) become attached to the power that accretes to them from sheer tenure and resist replacement by their societies (which often care little) or run multiple times for councilor-at-large.
Large boards of this kind frequently fall under the sway of small highly organized political parties—Webster calls them “rump groups.” If such happened in our Council, for instance, a small group with a particular internal political agenda could promote it at the expense of the interests of the membership, the Association, and psychoanalysis in the world—even at the risk of fragmenting the Association. The duty of care, of course, is owed to the corporation by every director under New York law.
“Freshman” councilors cannot be expected to understand the complex histories, players, politics, and covert agendas in play when they try to absorb the enormous stack of action papers on which they are required to vote. Even their very conscientiousness puts them at risk of falling prey to power brokers.
Because an individual is selected by his or her society, there is no special reason to think that this person was chosen for, or has a special talent for, running a corporation.
These individuals, however, would be invaluable in the different role they would have under the Renew Plan's Society Council—to bring the local problems that need addressing, to share solutions and failed attempted solutions, to bring to bear all their creativity to
Lynne Moritz, M.D., is president of the American Psychoanalytic Association.
work together toward solutions for psychoanalysis both locally and in the world. We desperately need a forum that accepts this charge and that brings forward initiatives for the Board of Directors to bring to action. Here is where representation of each society can play an urgently needed role.
Even the much touted demand for equal “representation” from each society on our board of directors is not the virtue that some pretend:
Our councilors have always been chosen according to idiosyncratic and ad hoc local practices. Some are elected. Some are appointed. Some are assigned the job as a favor to friends. Some councilors are known to participate solely by rushing into Executive Session for the casting of one vote, and then will leave, having heard not a single word of Council discussion.
Some local groups allow candidates to vote for councilors, some do not. (Candidates are about 20 percent of our members.)
Members who do not belong to societies are not represented on Council at all—this includes all members from Canada, CIPS (Confederation of Independent Psychoanalytic Societies), the Freudian Society, IPA-trained members, members who live where there are no local societies to join, and soon, members who will be brought into the Association through the Membership Requirements and Review Committee (MRRC) bylaws.
Thus, whole sections of our membership have no representation at all in this “equal” representation.
Even “representation” of societies themselves is highly problematic. Oregon with 9 members had one vote (in the last year of our printed roster), and Boston with nearly 400 members also had one vote on this “representative” body. Furthermore, the smallest 21 societies (with 19 percent of the membership) wielded 51 percent of Council votes. The 11 largest societies (with 2258 members) had 11 votes on Council.
Finally, a personal example. In my own society, a meeting was arranged to discuss and vote on a subject specifically to inform our councilor of the views of our society members. The vote was 3:1 in favor of the motion—yet our councilor abstained when the vote was called at Council, thus, specifically denying any voice at all to our medium-sized society.
Representation is a tricky business. This idealization of the Executive Council as a necessary “representative body” for governance is both reactionary and anti-democratic in my view. Despite arguments to the contrary, by law, we have not been a confederation of societies in more than 60 years—and even as a membership organization, 60 years is too long for one creaky and unwieldy set of bylaws. Our current bylaws are restrictive and prescriptive—an old-fashioned and rigid set of bylaws. The Renew Plan provides a different kind of plan—balanced structures within which our problems can be contained, addressed, and resolved. New York laws are satisfied, and the members ourselves will be empowered within these structures to work through to new solutions to old questions.
Our Association deserves to have the efficiencies and working possibilities of a modern board of directors—one member, one vote. And the societies deserve a forum where their own needs, the needs of members, and the needs of psychoanalysis can be addressed and framed in action initiatives. If only members could understand the true possibilities of this unique moment—when both BOPS and Council are ready to change—and also what is at stake if the moment is lost. We can only await the vote.