Proceedings And Addresses
January, 2005 (Volume 78, Issue 3)
Minutes of the 2004 Pacific Division Business Meeting
Pacific Ballroom C, Pasadena Hilton
THURSDAY, MARCH 25th, 2004
CALL TO ORDER: President Julia Annas called the meeting to order at 12:10 p.m.
APPROVAL OF AGENDA: The agenda was approved without dissent.
APPROVAL OF MINUTES OF MARCH 27, 2003: The Minutes were approved without dissent.
ANNOUNCEMENTS: President Annas read the names of members of the Association who had passed away since the last Business Meeting. Secretary-Treasurer Anita Silvers spoke about the contributions of Richard Wollheim, whose passing occurred while he was Immediate Past President of the division. A moment of silence was observed.
VERIFICATION OF VOTERS: Secretary-Treasurer Silvers asked Pacific Division voters to identify themselves for purposes of verifying their voting status. All those who raised their hands were on the Pacific Division list she had received from the APA National Office according to the usual procedures. She asked whether anyone wished to challenge any of the individuals who had raised their hands. No one asked that voters' credentials be checked further nor objected to their voting.
REPORT OF THE NOMINATING COMMITTEE: On behalf of the Nominating Committee, which he had chaired, Ken Kipnis put the names of Jeffrie Murphy (for Vice President) and Nicholas Smith (for a three-year term on the Executive Committee) in nomination.
ELECTION OF OFFICERS: The nominees were elected.
REPORT OF THE PACIFIC DIVISION EXECUTIVE COMMITTEE: Executive Committee Chair Sara Goering reported that Dom Lopes will chair the program committee for 2005, and she will chair the program committee for 2006. The Pacific Division's next annual meeting will take place in San Francisco at the St. Francis Hotel during the last full week of March 2005.
At its November 2003 meeting, the APA Board of Officers created a committee of two representatives from each of the three divisions to clarify the new APA Standardization Policy. Goering reported that Leslie Francis and Anita Silvers had been elected by the Executive Committee to represent the Pacific Division on this committee.
REPORT OF THE SECRETARY-TREASURER: Secretary-Treasurer Silvers reported on the financial state of the Pacific Division. She distributed a report showing the comparative incomes and expenses of the three APA divisions in 2002-03. By keeping expenses very low, the Pacific Division had operated in the black during the preceding fiscal year.
The Pacific Division Program Committee, chaired by Leslie Francis, faced many obstacles this year. Nevertheless, Silvers reported, there have been an unprecedented number of favorable comments from members about the richness of the 2004 program and the quality of the sessions. But the difficulties the Program Chair and Committee had to overcome to create the program raise serious questions about how supportive of their efforts the national organization should be.
In recent years, the APA has addressed the workload of the Board Chair (by creating the positions of Board Vice Chair and Treasurer), the Executive Director (by changing this position from part-time to full-time), and the APA National Office (by adding two staff positions paid for by the divisions from convention registration fees). But no attention has been paid to relief for the vastly increased workload of members who organize the divisional programs and do other divisional work. The Pacific Division Executive Committee will have to address this problem, and other matters affecting the division's future, during the next few years.
Silvers also reported that the Executive Committee continues to attempt to ascertain the future status of the Kavka Prize. The funds for this prize remain intact in an account at the University of California, Irvine. The Executive Committee remains committed to offering program space to a session on the prize-winning article or book chapter. Leslie Francis, who has been chairing the Kavka Prize Committee, is looking into this matter.
Silvers reported that the Executive Committee had provided the Program Committee Chair with $200 (in addition to the usual $500 honorarium) for extraordinary student assistant expenses.
Finally, Silvers reported that the Executive Committee had provided a seed money grant of $5,000 to the Philosophy Talk Public Radio Project. A subcommittee of the Executive Committee had listened to demonstration tapes of the show and reported to the full Executive Committee. Many colleges and universities house public radio stations, and the Executive Committee focused on the usefulness of this program in engaging undergraduates and others to learn more about philosophy. The program, with hosts John Perry and Ken Taylor, has been mentioned favorably in The NewYork Times Magazine.
Silvers added that any Pacific Division member may make a proposal to the Executive Committee for seed money for a project that contributes to the teaching of philosophy in the Pacific Division region, or improves the general public's understanding of philosophy, in the Pacific Division. Like the current project, past projects supported in this way have been projects of national scope that are headquartered in and serve the Pacific Division region. Offering support to such projects at their initial stages has helped to ensure that they remain responsive to Pacific Division members' interests and needs.
REPORT FROM THE APA BOARD OF OFFICERS: Executive Director Michael Kelly reported on the resignation of Board Chair Judith Thomson. He also reported on the APA's financial situation. Although there had been an initial fear of the Association's operating in the red during the past year, this worry proved unnecessary. The financial worries had been addressed by cost saving measures and a dues increase.
APA CONSTITUTIONAL REVISION: At its November 2002 meeting, the APA Board of Officers approved a proposal for Bylaw revisions intended to repair unclarities, lacunae, and infelicities that were the result of earlier exercises in constitutional revision. Between this time and the close of its November 2003 meeting, the Board added several substantive changes to the revised text.
As specified in Article X of the APA constitution, the ratification of constitutional/bylaw changes is governed by the following provision:
ARTICLE X - AMENDMENTS: 1. Any proposed amendment to the constitution must be presented, for discussion or amendment only, at a regular business meeting of each of the three Divisions. After discussion, the proposed amendment must be submitted to a mail ballot in each division. Passage of a proposed amendment requires a majority of the votes cast in each of the three mail ballots.
The APA Executive Director introduced the item.
David Kaplan asked to be recognized and moved the following amendments to the proposed revised bylaws (to be taken ad seriatum):
1. Strike out the following sentence at Article 7.7.A of the proposed revised bylaws: The Executive Director shall be the Chief Executive Officer of the Association.
2. Add the following sentence at Article 7.4.B of the proposed revised bylaws: The Chair of the Board of Officers shall be the chief executive officer of the American Philosophical Association.
Calvin Normore seconded the motion.
The Executive Director informed the body that, as part of the proposed revised bylaws, the Board of Officers has proposed a constitutional change that brings constitutional amendments to divisional business meetings for discussion only, not for amendment at the business meeting. He reported that the Eastern Division business meeting acted in compliance with this change and did not amend the proposed text.
Kaplan asked for more information about this alteration because it had not been included in the published summaries of the revised bylaws.
Discussion ensued about whether this procedural change, which occurred in the revision of the bylaws now before the body, was binding on the current ratification process. There was no explanation about how a procedural change that had not been ratified could be binding. Deliberation therefore proceeded under the provisions of the existing constitution and bylaws.
The Executive Director reported that he had
spoken to Board Chairs going back 20 years. They had not wanted to do
the job of CEO and didn't do it. He
also said that the APA is the only American Council of Learned Societies
organization of its type and size where the Executive Director is not
the CEO.
Kaplan argued that the proposed revision does not specify the new powers of the Executive Director or give any information about the reduced role of the Board Chair. Further, the list of substantive changes published for voters does not even mention this proposed amendment. Unless each member had time to make a line by line comparison of the old and new texts, members were being asked to vote without full disclosure of the changes. Members should not be asked to vote on a constitutional change without full information on the substance of the change and without being fully informed about what the change means. His amendments gave voters the opportunity to be better informed if the proponents of the change decided to reintroduce it.
Kaplan also argued that the assignment of the CEO role to the Executive Director will result in centralization. Board Chairs are drawn from the different divisions and have experience with local differences. They appreciate the work of the divisional executive committees and program committees. Divisional executive committees and program committees bear the responsibility for raising the funds for divisional meetings and organizing the meetings. To do this work, they need local control rather than control from a far-away office.
When no one else sought recognition, the Chair put the matter to the body in an ad seriatum vote. The amendments each passed with no dissent and one abstention.
Kaplan moved (with Normore seconding) the following amendment:
3. Add the words "or amendment only" after "discussion" at Article 11.1.C of the proposed revised bylaws.
When no one else sough recognition, the Chair put the motion to amend to the body. The amendment passed with no dissent and one abstention.
COMMENDATION OF PROGRAM CHAIR: Leslie Francis's excellent work as program chair, and the work of her program committee, were commended. Executive Committee members reported that they have received many enthusiastic comments from members about the quality and depth of the program. The Secretary-Treasurer noted that the Program Chair and the Program Committee members donate a vast amount of time and expertise to make the annual meeting successful.
NEW BUSINESS: A motion to thank Julia Yearian and her staff for their work at the Pacific Division Meeting was passed unanimously.
ADJOURNMENT: Vice President Annas adjourned the meeting at 12:57 p.m.
Respectfully submitted,
Anita Silvers
Secretary-Treasurer
N.B.: After the Business Meeting, the Pacific Division Executive Committee received a request from the APA Executive Director to place both the unamended version of the revised bylaws, and the amended version adopted at the Business Meeting, on the mail ballot sent to divisional voters. Several expert parliamentarians well versed in the current APA constitutional provisions, as well as various members of the APA Board of Officers, provided advice. After extensive and thorough examination of this matter, the Executive Committee concluded that the secure constitutional and parliamentary foundation lay in placing the proposal as amended by the Business Meeting before voters.
To ensure that Pacific Division members be informed, the Pacific Division Executive Committee asked both Kaplan and Kelly for edited and thereby perfected versions of the arguments they offered to the Business Meeting. These accompanied the ballot and are reprinted here:
FOR AMENDING THE BOARD OF OFFICERS' PROPOSAL
(arguments by David Kaplan, Pacific Division Past President, former Pacific Division Board Representative, and former Chair of the APA Committee on Lectures, Publication, and Research )
I think it quite improper that the Board should present an omnibus revision of our Constitution, with no accurate, detailed analysis of the many substantive changes. (For example, in a website analysis posted before our meeting, which was also mailed to members of the Eastern Division, the Executive Director neglected to mention that the title "CEO" was being removed from the Chair of the Board _ by statute, a former Divisional President _ and transferred to himself.)
The proposed wholesale amendment to our Constitution does not specify the new powers of the Executive Director or give any information about the reduced role of the Board Chair. Since the entire Constitution has been reformatted, with analogous sections no longer similarly titled, it is virtually impossible to understand the changes without a line by line comparison of the 25 pages of old and new text. Members should not be asked to vote on a Constitutional change without full information on the substance of the changes and without being fully informed about what the changes mean.
Although I favor defeating any version of this package, I have proposed amendments to return the Constitution to its original form in regard to the most important matters: (1) the "CEO" title and (2) the process of amending the Constitution itself. (There are other substantive issues, such as giving graduate students the vote, that we probably will not have time to address at this Business Meeting.)
The two most important continuing positions
in the national organization are those of the Chair of the Board, who
speaks with the authority and experience of recognized scholarly and
administrative achievement, and the Executive Director, who must manage
the staff, ensure the efficient implementation of the Board's directions,
and pursue Association goals that relate to educational institutions,
foundations, and public policy makers. These are both very important
positions and must both be made sufficiently rewarding (in human terms)
for us to attract capable people to hold them.
The Board has had difficulty in attracting and holding high quality
people for both positions, in part because they must forge a good working
relationship with each other. But stripping the title of Chief Executive
Officer from the Chair and giving it to the Executive Director is not
the right way to solve the relationship problem. Board Chairs must have
been elected to the Board by the membership, and then be elected by
the Board to be Chair. This is a governing position, not an honorary
one. The current constitution permits the Board Chair to delegate to
the Executive Director whatever specific executive authority is required
to do the Director's job. We do not need to make the Director our Chief
Executive Officer.
It also troubles me greatly that the Board proposed a Constitutional amendment to make it harder for Divisional meetings to object to the Board's proposals, and then did not have the courtesy even to provide an honest analysis of the change, as would be required for fruitful discussion. (The website analysis says only that there is now just one procedure for amendments. It does not mention stripping Divisional meetings of the ability to determine the content of their own ballot.)
If the Board still wishes to amend our Constitution, it should start over and present its amendments one-by-one, accompanied by a full discussion and analysis. Thus, I would urge a vote of NO on the mail ballot.
AGAINST AMENDING THE BOARD OF OFFICERS' PROPOSAL
(arguments by APA Executive Director Michael Kelly)
I. In November 2003, the APA Board of Officers approved (by a vote of 20 to 3) an amendment to the APA ByLaws (specifically the APA Constitution) shifting the Chief Executive Officer title from the Chair to the Executive Director. There were a number of reasons (governance, financial, and ethical) introduced at the Board meeting in support of this shift, but the main governance issues are the following.
(a) The current APA ByLaws are unclear on the CEO issue. For the paragraph in which the Chair is designated as the CEO includes a description of duties not typically associated with a CEO, and nowhere else in the ByLaws is there mention of any Chair duty that is consistent with what is expected of a CEO. At the same time, the itemized duties of the Executive Director are ones typically associated with a CEO, and nowhere else in the ByLaws is there any mention of Executive Director duties inconsistent with the CEO position. In short, while the Chair is explicitly designated as the CEO of the APA, the ByLaws implicitly designate the Executive Director as the CEO.
(b) Without the CEO title, the APA Executive Director does not have authority commensurate with the responsibilities of his position, which make it difficult for the Executive Director to carry out his responsibilities in an effective manner. Largely as a result of this problem, there have been four different Executive Directors in the National Office since 2000, which has caused considerable disruption in the National Office and made it difficult for the APA to be responsive to the needs of its members.
(c) The CEO shift would make the Chair's position
more desirable and manageable (less burdensome) since the Chair would
no longer be
expected to take on the responsibilities of the CEO. Several recent
APA Chairs have endorsed this view.
(d) Other ACLS member associations of the same size and type as the APA have designated their Executive Directors as their CEOs, if they have a CEO title.
II. The APA Board also approved (by a similarly strong vote) a revision of Article X.1 (deleting the words `and amendment') which would still allow Divisions to discuss proposed amendments to the APA ByLaws before sending them to their members for a mail ballot, but would no longer allow Divisions to amend such proposed amendments before sending them on to a mail ballot. Such a change would ensure that members of all three Divisions vote on the same amendment whenever one is proposed.