Eliminate Role of PRSA Board in Officer Nominations

Rationales for PRSA national bylaw change to eliminate PRSA National Board role in preparing its own officer slate and reverting that role back to the PRSA National Nominating Committee:

• In violation of New York State law, the 2016, 2017 and 2018 National Boards failed to codify into PRSA’s new Nominating Policies & Procedures provisions as mandated to support the 2016 bylaw change, relative to the National Board’s new role to prepare its own officer slate. New York law requires establishing a legal quorum for each year’s board-based Nominating Committee, including a formal recusal vote of all board members who themselves were running for PRSA national offices or other National Board seats. Only in 2019 did the National Board comply with New York State Law to conduct the necessary recusal vote (See May 2019 national board minutes). No such vote occurred in 2017 or 2018, in violation of law. This oversight presented potential conflicts-of-interest and now calls into question the validity of officer slates presented in 2017 and 2018 to the PRSA National Leadership Assemblies in Boston and Austin, respectively, which accepted both slates from the National Board in good faith, that each had been developed in full accordance with state law.

• In violation of New York State law, PRSA national leadership provided no online-posted / member-accessible Whistleblower Policy that would have allowed a process for any member to register a whistleblower complaint against PRSA leadership for breaches of federal or state law, PRSA bylaws, policies / procedures or the PRSA Code of Ethics – including whistleblower reports tied to Nominating-process violations and policy or legal breaches. On May 23, 2019, a request was made by a PRSA officer candidate for the current Whistleblower Policy. On May 29, 2019, a response indicated that a whistleblower policy existed, but it access was not provided. Only on June 7, 2019 (the day prior to 2019 officer-candidate interviews) did the National Board pass a formal Whistleblower Policy in compliance with New York State law, and only on June 18, 2019, did PRSA post the policy online for members to access.
o A candidate Whistleblower Complaint submitted in June 2019 to the Nominating Committee was acknowledged by PRSA’s then-CEO, who informed the complainant in writing on June 17, 2019 that, “Your letter will be evaluated in accordance with PRSA’s Whistleblower Policy, which is under the purview of the Audit Committee of the PRSA Board of Directors, to determine the appropriate actions in response.” Six weeks thereafter and to date ongoing (and until events merit revision of this rationale point), the complainant has still received no due-process / adjudication by PRSA of their Whistleblower action, nor has any transparency been afforded relative to the process to be engaged by the Audit Committee (or what individuals, by name, even comprise the Audit Committee).

• In violation of written PRSA Nominating Committee policy in both 2019 and 2018, the National Board withheld full board candidate applications from online member view. In 2018, this withholding included the entirety of the Nominating Committee timeline. In 2019, this withholding continued for nearly a month into the nominations process, until intervention transpired by PRSA’s Board of Ethics & Professional Standards (BEPS), at which time, the National Board finally opted to comply.

• On March 20, 2019, the 2019 PRSA National Immediate Past Chair (who served as Nominating Committee Chair for the board-based officer slate process), PRSA National Nominating Committee Chair and PRSA staff all asserted to national officer candidates on a PRSA-recorded candidate call erroneous information about policies / procedures for the 2019 NomCom process, including how many 2019 board members would be entitled to vote and falsely asserting – in violation of stated P&Ps – that the PRSA National Nominating Committee Chair would be entitled to place tie-breaking votes for the board-based NomCom (pre-existing written P&Ps stated otherwise). Other unconfirmed or false information provided on the March 20, 2019 call included:
o Assertions that candidate campaigning rules existed (later information provided by PRSA’s paid Parliamentarian stated no such rules exist);
o Discrepancies about whether tie-breaking votes would be determined by majority or plurality vote;
o Assertions that tie-breaking votes could potentially be resolved by games of “chance,” such as drawing straws or flipping a coin (for which there is no mention in any standing rules).

• Earlier board rationales in favor of the 2016 bylaw change as provided by the national board included incomplete and misleading commentary that did not provide an accurate, complete picture as to the politicized and damaging conflicts of interest of the board selecting its own officer slate. Their rationales stated that members should simply “trust” the National Board to complete this function.

• The board’s desire to choose officer candidates is all about power-consolidation, politicized control and stacking the deck against other democratic bodies and processes within PRSA, placing them at a disadvantage. . . most notably, marginalizing independent officer candidates who have not served most recently in current board or officer positions (some 100+ PRSA members have served on the national board in recent decades and are therefore qualified to apply for officer positions).