Reorganized BSA Directors and Officers (from Plan Supplement)

[RememberSchiff 3683]

12/1/2021:
Directors and Officers of Reorganized BSA
The Debtors’ current National Executive Board members that served prior to the Effective
Date will retain their positions as board members of Reorganized BSA and continue to serve in such positions on the Effective Date, with the addition of one member. In particular, pursuant to the Amended BSA Bylaws, following the Effective Date Reorganized BSA shall appoint a qualified survivor of abuse in Scouting to the National Executive Board, who shall be recommended for appointment by the Settlement Trust Advisory Committee. This individual will be identified at a later date following the establishment of the Settlement Trust.

The National Executive Board members include:

1. Tanya Acker
2. Glenn Adams
3. David Alexander
4. Lisa Argyros
5. Bray Barnes
6. Scott Beckett
7. David Biegler
8. Howard Bulloch
9. Dan Cabela
10. Ray Capp
11. Dennis Chookaszian
12. David Clark
13. Keith Clark
14. Ron Coleman
15. Wes Coleman
16. Phil Condit
17. Joe Crafton
18. Rick Cronk
19. John Cushman
20. Charles Dahlquist
21. Devang Desai -Eagle Scout, attorney, NEC and NEB member, NEB’s Audit and Risk Management Committee, NEC’s Bankruptcy Task Force (BTF) casedoc link , https://scoutingalumni.org/leadership-staff/
22. Douglas Dittrick
23. John Donnell
24. L. B. Eckelkamp Jr.
25. Craig Fenneman
26. Jack Furst
27. Robert Gates
28. Gordon Gee
29. John Gottschalk
30. Jenn Hancock
31. Brett Harvey
32. Aubrey Harwell
33. Janice Bryant Howroyd
34. Ray Johns
35. Ron Kirk
36. Lyle Knight
37. Frank McAllister
38. Drayton McLane
39. Dave Moody
40. Ellie Morrison
41. Jose Nino
42. Skip Oppenheimer
43. Dan Ownby
44. Doyle Parrish
45. Lou Paulson
46. Tico Perez
47. Wayne Perry
48. Jeanette Prenger
49. Frank Ramirez
50. Steve Rendle
51. Bob Reynolds
52. Jim Rogers
53. Nathan Rosenberg
54. Bill Rosner
55. Jim Ryffel
56. Alison Schuler
57. Michael Sears
58. Wes Smith
59. Scott Sorrels
60. Bill Stark
61. Randall Stephenson
62. David Steward
63. Thear Suzuki
64. Brad Tilden
65. Rex Tillerson
66. Frank Tsuru
67. Jim Turley
68. Steve Weekes
69. Gary Wendlandt
70. Jim Wilson
71. Tom Yarboro
72. Dr. Steve Zachow
73. Survivor of abuse in Scouting

Note: Changes since July, 2021 EB member listing in casedocs. Kent Clayburn replaced by Lou Paulson and Abuse Survivor added.

The Debtors’ current officers that served prior to the Effective Date will retain their positions as officers of Reorganized BSA and continue to serve in such positions after the Effective Date.
1. Chief Executive Officer and President, Roger C. Mosby
2. Chief Financial Officer, Michael Ashline
3. General Counsel and Secretary, Steven P. McGowan
4. Assistant Secretary and Deputy General Counsel, Joseph Zirkma

Note: Corporate Officers is described in BSA Charter and Bylaws (Nov 30,2021 version) on page 7,

National Executive Committee (12 members)

1. Dan Ownby
2. Scott Sorrels
3. Roger Mosby
4. Jim Turley
5. Michael Sears
6. Nathan Rosenberg
7. Skip Oppenheimer
8. Devang Desai
9. Alison Schuler
10. Thear Suzuki
11. Jack Furst
12. Brad Tilden

Source link: page 24

https://casedocs.omniagentsolutions.com/cmsvol2/pub_47373/7fa16e42-d9c3-4214-84ce-569e998048f9_5763.pdf

You may access a full and complete copy of the Reorganized BSA Directors and Officers, free of charge, at

https://omniagentsolutions.com/bsa-plansupplement.   Exhibit F

Edited December 15, 2021 by RememberSchiff
add NEB member info

[Eagle1993 2161]

This board is far too large to be effective.   It is an audience not a board.  BSA has been dying for 30 years…. I think I see one major reason here.  

[Jameson76 1485]

32 minutes ago, Eagle1993 said:

This board is far too large to be effective.   It is an audience not a board.  BSA has been dying for 30 years…. I think I see one major reason here.  

Seriously.  73 folks on the board??  You need a good sized table just to meet at, one that would be larger than the one at Biltmore Estate, that only seats 38

 

 

[RememberSchiff 3683]

73 members is beyond what Bylaws states which IMHO are still too high.

 

12/01/2021 proposed ByLaws of BSA

Article III. The Executive Board, Section 2 Membership 

The Executive Board of the Corporation shall consist of:
Regular Members
Clause 1. Beginning at the first national annual meeting following the effective date of this provision, the Board shall consist of not more than 48 members who shall be elected at the annual meeting of the Corporation for 3-year terms, except as provided in Section 3, Clause 1. Ex officio members shall not be included in the regular member total.

 

On 10/18/2021 at 3:45 PM, RememberSchiff said:

Charter and ByLaws of BSA as amended through May, 2021

https://www.scouting.org/wp-content/uploads/2021/09/Charter_Bylaws_May2021.pdf

Article III. The Executive Board, Section 2 Membership  will drop from 64 to 40 members. Adding a single survivor is similar to having a single, token scout member on the National Executive Board. 

Zero impact.

 

[Eagle1993 2161]

https://www.sumptionandwyland.com/resources/sumption-wyland-articles/what-is-the-right-size-for-your-nonprofits-board

 

Quote

When a board is too large, the board’s business is difficult to conduct as a single group. In such situations, the executive committee is often used as the deliberative and decision-making group, and the remaining board members (the "full board") become a passive, rubber-stamping body seldom asked for input prior to important decision-making. Sometimes, the power positions on the large board may include other committees, such as finance or governance, as well as the executive committee. I remember speaking with a board member for a community health center who had served on the 22-member board for more than 25 years, including three non-consecutive terms on the executive committee, which he referred to as "the real board."

Quote

The simple answer is that most authors agree that a typical nonprofit board of directors should comprise not less than 8-9 members and not more than 11-14 members. Some authors focusing on healthcare organizations indicate a board size up to 19 members is acceptable, though not optimal. [NOTE: the National Association of Corporate Directors (NACD) surveyed their members in 2001. In for-profit corporations, almost 60% of respondents said corporate boards should have 8-11 members. For larger companies, boards typically fall in the 9-12 member range (Biggs, The Governance Factor).]

I am an employee of a formally large organization that nearly went bankruptcy.  Nearly every article written blamed our board as one of the key factors.  Our board size was too large ... we had 18 members.

 

[SSScout 1616]

Waaaay too big. Are these good folks all "volunteer", paid expenses (as many governing boards are), or are any  (if not all) paid a stipend or  a "retainer", etc.? 

I imagine some ( I recognize names) are named "Board Member"  as sort of a reward/recognition for service, donation, etc.? 

[RememberSchiff 3683]

...and IMHO, seemingly wearing too many hats within BSA.

[MattR 2659]

"Clause 5. Membership. The Executive Committee shall be comprised of 12 members including: National Chair, National Chair-
elect, National Commissioner, Immediate Past National Chair, Standing Committee Chairs, Chief Executive Officer, and two  
members-at-large recommended to the Nominating Committee by the National Chair or National Chair-elect. A board member  
serving on the Executive Committee for three consecutive four-year terms may be nominated to an additional four-year term on  
the Board if nominated to serve as the National Chair or National Chair-Elect or if serving as Immediate Past National Chair.  
(This provision still under review)"

I'm not really sure what that means other than the executive committee includes the CEO (Mosby?) and is made up mostly of people with big titles that have likely been around a very long time. So, don't expect any change.

[DuctTape 1231]

My guess is most of them are "honorary" and serve no real purpose except to "vote".  The executive board is where all the decions are truly made and their recommendations are rubber stamped by the full board (those actually in attendance). 

I could be totally wrong here having not read the actual bylaws, nor witnessed any E-Comm or Board meetings. But my guess tracks with how other (large) Boards with an Exec-Comm operate.

[ThenNow 1373]

4 hours ago, Eagle1993 said:

Nearly every article written blamed our board as one of the key factors.  Our board size was too large ... we had 18 members.

I know little about BSA’s boards or the functions of them. I can say I’ve been on 5 boards and advised another. Four non-profit, one for-profit and the advisory role was a non-profit. Among them, the greatest number of members on an executive board was 192, give or take. The next largest was an non-profit advisory board made up of big donors and political types. It had about 13 and they were titular, but looked swell on the letterhead. Guess which entity had the whopper? 

The permanent survivor seats need to be set at 1/10th of the board, IMNSHO. They should be competent and serious board members and there are many, many who would fit the bill and do an excellent job.

Edited December 1, 2021 by ThenNow

[RememberSchiff 3683]

2 hours ago, MattR said:

"Clause 5. Membership. The Executive Committee shall be comprised of 12 members including: National Chair, National Chair-
elect, National Commissioner, Immediate Past National Chair, Standing Committee Chairs, Chief Executive Officer, and two  
members-at-large recommended to the Nominating Committee by the National Chair or National Chair-elect. A board member  
serving on the Executive Committee for three consecutive four-year terms may be nominated to an additional four-year term on  
the Board if nominated to serve as the National Chair or National Chair-Elect or if serving as Immediate Past National Chair.  
(This provision still under review)"

I'm not really sure what that means other than the executive committee includes the CEO (Mosby?) and is made up mostly of people with big titles that have likely been around a very long time. So, don't expect any change.

Assuming unique Chairs, the math is suspect as there are 7 Standing Committees

Governance Standing Committees Clause

7. The governance standing committees shall be: Audit and Enterprise Risk Management Committee; BSA Mission, Reputation, and Strategy Committee; Development Committee; Diversity Committee; Finance Committee; Governance and Nominating Committee; and Human Resources Committee.

12 members including: National Chair , National Chair-elect, National Commissioner, Immediate Past National Chair, Standing Committee Chairs (7), Chief Executive Officer, and two members-at-large = 14?

[vol_scouter 365]

6 hours ago, SSScout said:

Waaaay too big. Are these good folks all "volunteer", paid expenses (as many governing boards are), or are any  (if not all) paid a stipend or  a "retainer", etc.? 

I imagine some ( I recognize names) are named "Board Member"  as sort of a reward/recognition for service, donation, etc.? 

They are all volunteers and pay for their travel to go to board meetings (though. since covid, the meetings have been video conferences).  Meetings are often at breakfast that the BSA has supplied in the past.  

[MattR 2659]

4 hours ago, RememberSchiff said:

Governance Standing Committees Clause

7. The governance standing committees shall be: Audit and Enterprise Risk Management Committee; BSA Mission, Reputation, and Strategy Committee; Development Committee; Diversity Committee; Finance Committee; Governance and Nominating Committee; and Human Resources Committee.

These are the silos. Aren't they missing the "program committee" or the "fun with a purpose committee?" Shouldn't that be half of those slots?

I was always under the impression that a board was people from the outside with the ability to make changes and see the big picture of how the organization fit in to the world. And yet this board sounds like it reflects the silos in the BSA. Everyone wants to feel important so it seems these silos are set in stone.

[RememberSchiff 3683]

Of CEO's, CSE's,   From the Charter and Bylaws of the BSA as proposed Nov 30, 2021 in the Plan Supplement link below

https://casedocs.omniagentsolutions.com/cmsvol2/pub_47373/9e63149b-24cd-4cf1-b209-74d0d9854bbd_7515.pdf

Corporate Officers

Section 2,  Clause 2

"The President and Chief Executive Officer shall be appointed by and shall serve at the pleasure of the Executive Board. The Chief Executive Officer shall be a voting member of the Executive Committee, oversee the National Operations Leadership Committee, and be an ex-officio nonvoting member of all other committees except the Governance and Nominating Committee, where the Chief Executive Officer shall serve as staff advisor. If the Chief Executive Officer is a commissioned professional, he or she may also hold the title of Chief Scout Executive. If the Chief Executive Officer is not a commissioned professional, the Chief Executive Officer shall have the authority, rights, privileges of the Chief Scout Executive. However, the Executive Board may commission the Chief Executive Officer and thereafter the Chief Executive Officer shall also hold the title of Chief Scout Executive."

 

What is the point of a "Chief Scout Executive"? Isn't the Chief Scout traditionally a volunteer commissioned professional and an Executive a paid employee? I found no job description for CSE in ByLaws only that as stated above the Executive Board may decide to add this title to CEO regardless of background.

Can we drop the meaningless title of Chief Scout Executive and bring back Chief Scout?

Similarly, I don't understand the need for "President", "Chief Executive Officer" seems sufficient and is specified in the Bylaws. The Bylaws have no specification regarding the position of President.

The Index is not in sync with the update. For example, the Index lists Vice presidents , 13. There is no mention of any Vice, presidents or otherwise, in the Nov 30, Bylaws.

My $0.01,

Edited December 3, 2021 by RememberSchiff
typos

[MattR 2659]

Not a good look if they can't even get the titles correct.