PRSA National and the Case of the Missing Minutes

 

This title sounds like a revival of “Nancy Drew” or “The Hardy Boys” (which shows my age), but it’s not.

Instead, it’s a real-life mystery on the national stage of the Public Relations Society of America (PRSA).

As a past national leader of PRSA shared with me just this week upon learning of recent news, it’s a situation wherein, “In the day, leaders like Pat Jackson and Jack Felton and others would have railed against this publicly.”

I’m talking about organizational transparency and ethics, and the news now circulating to PRSA leaders and members nationwide of the PRSA national board‘s decision to no longer post board meeting minutes online for member access / review – and the implications of this decision.

While the PRSA board minutes can hardly be considered every public relations professional’s must-have for light reading on a cross-continental flight, the issue matters.

Big time.

And here’s why . . .

PRSA’s ideal for ethics and professional excellence drives the core of why people choose membership affiliation — and that ideal is far larger and further rooted than the presence of any specific leader or group of leaders.

However, when the stewardship of PRSA’s brand identity/ideal falls into poor leadership decision-making, the impact is felt by all and poses danger to the foundation of the Society — particularly if left unchecked.

This disturbing development of the meeting minutes – to which the PRSA Executive Board has thus far stood silent in addressing beyond my last e-mail correspondence from the PRSA National Secretary on Aug. 4, 2017 (copied in full, below) – comes amid PRSA National’s roll-out of its proposed bylaw amendments, among which is a proposal to “Entrust the Board of Director(s) to revise bylaws” . . . which would allow the PRSA board virtual carte-blanche authority to change any and all PRSA national bylaws at-will.

And now, with no quarterly board meeting minutes posted throughout the course of a given year – and with all minutes of this calendar year now wiped off the PRSA website from view – the PRSA board is appearing to seek . . . quite unabashedly . . . a new role as the near-alpha and omega of Society bylaw creation, interpretation and enforcement, while the PRSA Assembly delegation and members at-large are left completely in the dark as to board goings-on, hidden from prying eyes that would otherwise stand equipped to demand accountability.

It merits reference to the PRSA Code of Ethics, that this maneuver – and, I fully believe this decision is nothing short of that word as an appropriate descriptor – flies in the face of multiple Code provisions:

FREE FLOW OF INFORMATION

Core Principle: Protecting and advancing the free flow of accurate and truthful information is essential to serving the public interest and contributing to informed decision making in a democratic society.

Intent:
• To maintain the integrity of relationships with the media, government officials, and the public
• To aid informed decision-making

COMPETITION

Core Principle: Promoting healthy and fair competition among professionals preserves an ethical climate while fostering a robust business environment.
Note: This provision is applicable in that by hiding board meeting minutes, the path for leadership on PRSA’s national board inherently favors current board members or those whom current board members would themselves hand-select, as the lack of meeting minutes disallows other candidates from seeing any glimpse as to the inner-workings of previous board business and the ability to challenge specifics of current decision-making.

Intent:
• To promote respect and fair competition among public relations professionals
• To serve the public interest by providing the widest choice of practitioner options

DISCLOSURE OF INFORMATION

Core Principle: Open communication fosters informed decision making in a democratic society.

Intent:
• To build trust with the public by revealing all information needed for responsible decision making

CONFLICTS OF INTEREST

Core Principle: Avoiding real, potential or perceived conflicts of interest builds the trust of clients, employers, and the publics.

Intent:
• To earn trust and mutual respect with clients or employers
• To build trust with the public by avoiding or ending situations that put one’s personal or professional interests in conflict with society’s interests

ENHANCING THE PROFESSION

Core Principle: Public relations professionals work constantly to strengthen the public’s trust in the profession.

Intent:
• To build respect and credibility with the public for the profession of public relations
• To improve, adapt and expand professional practices

I leave you with the correspondence, below, that I had with PRSA’s National Secretary this month, which I’ve shared with leadership groups within the Society, located across the country.

I challenge all 2017 PRSA National Assembly delegates to stay awake at the switch and reject any bylaw amendment that effectively surrenders Assembly delegates’ authority to serve as the last word on bylaw amendment approvals.

And, I challenge our larger membership to question seriously the intent and the judgment of any PRSA national leadership body that would engage in a manner of behavior to expand and leverage its own power at the expense of not only democracy within the Society’s governance structure but also our organizational transparency, credibility and brand reputation, both internally and externally.

DOCUMENTATION OF CORRESPONDENCE / #PRSAmissingMinutes

From: Mary Beth West
Sent: Monday, August 14, 2017 11:27 AM
To: ‘Garland Stansell’
Subject: RE: board minutes

Hi Garland:

Please forgive my late reply. Thanks again for having been so responsive to my questions in our last correspondence about the board meeting minutes.

If I may, I’d like to share some resulting concerns that I have, to the news you’ve shared of the PRSA national board meeting minutes no longer being accessible online via the PRSA website, or, to my understanding here, no longer being accessible by PRSA members in any manner or form.

  • First, I acknowledge that PRSA has the right to create policies/procedures as it meets the needs of the organization, as long as they are in compliance with the bylaws and with applicable government laws/regulations, I presume. And, there is no stipulation in the PRSA bylaws that requires public posting of national board meeting minutes, as far as I can tell (it may have never dawned on past Assemblies that such a bylaw would be required, given the long-standing tradition of minutes being accessible). Further, the deadline to propose a bylaw change in order to prevent this decision is now past, correct (as of the first week of August, as timing would have it, interestingly), so any such matter relative to a bylaw change would need to be revisited in 2018.
  • Secondly, I strongly urge PRSA leadership to consider the negative optics of what it’s doing here as a policy position, versus what it’s been advocating for decades to all of organizational, governmental and corporate America (and beyond).
  • There is certainly a perceived hypocrisy issue at hand. Out of one side of its mouth, PRSA has always urged transparency as both a professional-conduct and organizational-management imperative. But now, out of the other side of its mouth, PRSA now defends its withholding basic information from the membership as to the goings-on in its own leadership and governance, 11 months out of the year (minus the Assembly minutes, which you say is the only document of PRSA governance that is to be made available to members going forward).

 This decision just doesn’t square with the expectation that PRSA has set in complying with its own transparency ethic, and I fear that current leadership is setting PRSA up for reputational damage and loss of trust among its most vested and engaged members nationwide, through this decision.
 Incidentally, when I search on PRSA’s new website for “Assembly minutes” I can’t seem to locate any actual Assembly minutes documents. When/where are the Assembly minutes on the website (link, please?), and from how many years back is PRSA planning to post them?

o Clearly, the board is utilizing Executive Sessions to discuss matters of a true confidential nature – and those details are not reflected in the minutes, which is proper. But it seems a massive overstep to throw out member access entirely to see and understand what’s going on with our organization, including committee reports (which are really some of the most needed and valuable parts of the board minutes, since the new website offers zero insight as to what various PRSA committees are doing and how PRSA members can become engaged with these national volunteer activities).

  • In addition, I’m deeply troubled that this action is being taken by the board “under the radar,” with no notification to the membership – or, in the very least, to the Assembly delegation, only a few months prior to the Assembly itself. Nothing about this omission seems proper and, to the contrary, it seems rather premeditated in seeking to hide something (which surely isn’t the case, although it would be most helpful to understand how this appearance should not be construed as such).
  • To that point, I have the January and April 2017 national board meeting minutes (attached); in full disclosure, I downloaded them back in June when they were posted by PRSA online (before they were then abruptly taken down in July).

o Per these meeting minutes, what exactly is the board trying to avoid disclosing under a “confidentiality” premise?

That membership is down? . . . (board meeting minutes from Feb. 6, 2016, reported that “Membership at year-end 2015 was 21,905,” while the April 2017 minutes indicated that as of March 31 of this year membership was 21,201, reflecting a loss of 704 members over 15 months, which, if counting those memberships at normal dues rates and not counting any additional ancillary income such as initiation fee or professional development spends, reflects a loss of roughly $179,520 in dues revenue alone to the organization).
That the website is posing problems? . . . (I have yet to speak to a PRSA colleague who has had any form of positive user experience with the new website).
That there is no discernible movement on Advocacy strategies that were promised some six months ago? . . . (My concerns on this topic have been covered in past memos to national board leadership, as you know).
That the PRSA Governance Committee, in its April 2017 board report (as reflected in attached minutes), recommended some seven items including elimination of geographic representation for board directors, and, regarding PRSA bylaw amendments recommended by the PRSA board itself, that the board supports a new requirement of a two-thirds majority by the Assembly to overturn a recommended bylaw amendment by the board? (as opposed to requiring a two-thirds vote by Assembly delegates to vote for adoption of an amendment, which is how the bylaws read now) . . . These governance proposals appear more than a bit alarming, particularly in light of how these board minutes are now being withheld from Assembly delegate or general membership view.

Truthfully, I don’t see any matters in the minutes that should not be subject to member and Assembly delegate review and inquiry. Yes, PRSA may be encountering challenges of various sorts, but seeking to conceal them from our larger leadership body (if that’s the intent here, which surely it isn’t) is not the answer toward resolving them. It also seems that – given the exceptional level of activity being undertaken (apparently) by the Governance Committee, that those reports should be available for leader / member review at incremental points during each calendar year.

In short, this decision to withhold board meeting minutes is unprecedented, to my knowledge (or, perhaps I should contact past national officers to get that verified), but either way, it’s unacceptable to me as a career-long PRSA member and past national board member of this organization, and I can’t believe it will be roundly acceptable to this year’s Assembly delegation.

Thanks for hearing my concerns.

Please know that I will be sharing these concerns with other PRSA leaders to gather feedback / guidance; please alert me today by 6 p.m. Eastern, if you have any issues with my forwarding this correspondence to others for consideration and review. If there is any new information that can be shared later with me on this topic as matters hopefully evolve in a different direction, I would welcome it.

Best, MB

From: Garland Stansell 
Sent: Friday, August 04, 2017 3:11 PM
To: Mary Beth West
Cc: Garland Stansell
Subject: RE: board minutes

Hi Mary Beth,

I did double check and the PnPs do contain a section regarding the confidentiality of board meetings and associated information. This is not new to the PnPs. The minutes from the Delegate/Leadership Assembly however are to be posted to the website. I am in the process of insuring that those are posted and available. However, due to the confidentiality of much of the discussion during the board meetings, those minutes are not to be posted publicly. The PnPs are also not shared since they are relating to Operating Procedures for the Board and PRSA staff. I am not sure why they were posted publicly before but those postings were in violation of our Policies and Procedures. To answer your question regarding wider notification to the membership, changes to the PnPs are not communicated to the broader membership for the same reasons they are not shared or posted.

Regards,
Garland

From: Mary Beth West 
Sent: Thursday, August 03, 2017 4:25 PM
To: Garland Stansell
Subject: RE: board minutes

Thanks, Garland. Would it be possible for me to see the full written document on policies and procedures on that topic?

This is really new information, and it’s rather concerning that this new observation is being done without wider notification to the membership, since it’s a vast departure from earlier common practice. Will there be any notification to the membership, or would a member just need to inquire as I’m doing?

As you know, PRSA has been a most vocal proponent of organizational transparency for many years . . . in fact, decades. This action doesn’t sit well.

Any further background information or guidance you can provide would be most helpful, and I do appreciate your time and responsiveness.

Thanks again, MB

From: Garland Stansell 
Sent: Thursday, August 03, 2017 4:58 PM
To: Mary Beth West
Cc: Garland Stansell
Subject: RE: board minutes

Hi Mary Beth,

Thank you for your message. The minutes beyond the January 2017 meeting will not be posted publicly. Posting the minutes to viewed by anyone beyond the PRSA Board of Directors was in violation of our Policies and Procedures (PnPs). This is covered in the PnPs under the section relating to the confidentiality of meetings which states that all discussions held at meetings of the Board of Directors shall be confidential. In posting previous minutes to the website we were out of compliance with our own PnPs.

All the best,
Garland

From: Mary Beth West 
Sent: Thursday, August 03, 2017 9:44 AM
To: Garland Stansell
Subject: board minutes

Hi Garland:

Do we know when the board meeting minutes from this year (beyond the January meeting) will be posted?

http://apps.prsa.org/AboutPRSA/Governance/BoardMinutes/

Thanks so much. -MB

An excerpt of the April 2017 board meeting minutes, which were posted in the public domain on PRSA’s website in spring 2017 but were since taken down by order of the PRSA board

Mary Beth West on EmailMary Beth West on FacebookMary Beth West on Twitter
Mary Beth West
Principal
Mary Beth West, APR, has more than 20 years’ experience in strategic communications. Mary Beth’s award-winning work has included creation and implementation of national media relations campaigns, employee communications programs, consumer and business-to-business marketing initiatives and crisis preparedness systems.

Leave a Reply

Your email address will not be published. Required fields are marked *