Dominion director of
travel and corporate services Donna Kelliher took her first steps as Global
Business Travel Association president in the summer of 2013, as debate about
the organization’s bylaws fired tempers. Two years later, on June 27, 2015, Kelliher has notified
members of a new bylaws proposal.
Led by co-chairs
Eric Norberg, who’s also director of business development for Carlson Wagonlit
Travel and New York City Business Travel Association president, and Bhart
Sarin, who heads global procurement for travel and fleet for Ingredion, a
coalition recommended multitudes of changes, most of which are “cleanup,” according to Kelliher, “to get things more
in line with the global organization we are today.” Mission critical, according
to the June 27 notification to members, are:
- Retain legal
counsel who specializes in association bylaws to review and update the bylaws
for compliance with New York state law and best practices
- Create an
“indirect member” status that allows industry-specific consultants and travel
management company outsourced buyers to retain direct member benefits but no
voting privileges
- Clarify that
members have equal rights consistent with their statuses (e.g., direct member,
allied member) regardless of where, globally, each person works
- Remove term limits
for elected board members and officers
- Remove “C-level”
title from any volunteer positions
The document also
maintains the composition of the board of directors and makes no changes to the
voting rights of allied (supplier) or direct (buyer) members. Kelliher hopes
the conservative approach will appeal broadly to members as they vote at the
annual convention in Orlando. A handful of changes remain at issue.
For some, the
proposal to eliminate term limits for elected board members and officers
enables leadership to become entrenched. The problem, according to Corporate
Travel Buyer Resources director and senior project manager Kelly Christner, who
is running for an allied seat on the board, is about the proposal’s failure to
constrain the terms of appointed officers. The president and vice president of
the Allied Leadership Council, for example, are appointed by the GBTA president and enjoy “by right” seats on the board of directors. Each is subject
to a two-year term, but the number of terms is not limited.
Dav El president and
CEO Scott Solombrino has been ALC president for 13 years. Seven GBTA presidents
have appointed him to the position. “Either I am the world’s greatest magician
and can keep making myself reappear or, based on the metrics and the success
and the growth, I have done something well,” he told BTN in 2013.
That was the
rationale behind the proposal to remove term limits, according to Norberg. “Eliminating
term limits was actually one of the easier decisions to come to. It was mostly
about preserving talent,” he said. “Who are we to write in limitations if
someone can do an outstanding job and is willing to give the time that it
takes? We want to preserve the people who are making great contributions.”
According to
Christner, “What we really need to do is enforce term limits on appointed positions. Otherwise, the leadership just keeps appointing each other
and we never see change at the top level.”
Also at issue is the
interpretation of current Article XVII:
These Bylaws may
be altered, amended or repealed, or new Bylaws may be adopted by two-thirds
vote of a quorum of Direct Members at the Direct Member business meeting at the
Annual Convention or at a special meeting called for that purpose in accordance
with Article III, Section 5(b).
If the new bylaws
are adopted, the language would change to the following under Article XI:
These Bylaws may
be altered, amended or repealed and new Bylaws may be adopted, by the
affirmative vote of a majority of all Directors then in office at a meeting of
the Board called for that purpose and by approval of the Direct Members by
two-thirds of a quorum.
Eliminated is
Article XVII’s language on rules and timelines for initiating change:
For changes to
the Bylaws to be placed in order for a vote, a Direct Member in good standing
must submit a written amendment(s) to the Executive Director at least ninety
(90) days in advance of the Annual Convention or special meeting called to
consider changes. The submission must contain the amendatory language to be
considered and an explanation of the proposed amendment(s). The Executive
Director shall notify Direct Members that a proposed amendment(s) has been
submitted, and shall, not less than thirty (30) days prior to the Annual
Convention or special meeting, submit the proposed amendment(s) and explanation
to the Direct Members.
“There are a few
things in the current bylaws that cause concern,” said Suzanne Fletcher-Juneau,
a former president and CEO of GBTA predecessor the National Business Travel
Association. “By imposing board of director approval over whether bylaw change
proposals will be placed on the ballot and removing the notification period,
the board could conceivably have total control over bylaw change.”
Kelliher responded,
“If we want to take it back through 2010 and 2013, the same bylaw submission
process was followed but it was not spelled out as specifically as maybe it
should have been. The board’s vetting process is meant to ensure we are meeting
legal and governance compliance, and it was written into the proposed bylaws
... to add clarity and transparency and make sure the requirements are there
that have been going on for years.”
Fletcher-Juneau
denied this process has previously been followed. She helped forward a proposal
in 2013, she said, precisely following the bylaws to get the proposal directly
to GBTA executive director Mike McCormick. “We paid a summons server and had an
attorney and made sure everything was on the up and up. All we were required to
do was to send it to McCormick. The board never had the right to touch it.”
Additionally, by
removing the timeline and rules, the proposal also does not specify when and
where a vote would take place if divorced from the customary convention.
Fletcher-Juneau
pointed to 2006, when two elected allied seats were added to the board. “We had
a special election, sent out ballots to the membership and traveled to
Washington, DC, to count the returned ballots. It was all very public,” she
said about following the current bylaws.
Kelliher indicated
removing the timeline actually provides more leeway. Under the proposed bylaws,
she said, proposals may be submitted to the association until the last board
meeting prior to the annual meeting, though this is not specifically written.
She and the coalition were advised by their legal team and those familiar with
writing bylaws that timelines are generally not part of bylaws documents, she
said.
Kelliher, Norberg, the coalition members and board of directors are prepared for such discussion at the convention. “We want members to completely understand [because] it’s very easy to misinterpret, but this proposal is designed to move the organization forward in a positive direction,” Kelliher said. “We really hope they see it as we do and that it passes.”