The PDGA's conflict of interest policy is supposed to guard against Board members directing PDGA policy in order to make a profit for themselves, for their relatives and/or for their business associates. To avoid COI concerns they should (at least) abstain from voting on issues where such profits are involved. On the Disclosure and Compliance Form, Board members must list publically "all actual or potential conflicts of interest".

On October 28 those forms were posted for all current Board members except Avery Jenkins. But Bob Decker was the only one of the six who attached a list of business connections that might constitute a conflict of interest. Bob's list, in my opinion, goes the extra mile, as he includes associations that have no direct connection to disc golf, and also includes tournaments for which he sometimes acts as TD.

We are asked to believe that none of the others have any business connections that could possibly lead to a conflict of interest. At the same time we know, at the very least, that some of these Board members have sponsorships with companies that are directly involved in the business of disc golf. Such sponsorships certainly constitute potential conflicts of interest, and should be included on the lists.

Board members should reconsider their business associations and update their disclosure forms. Bob Decker's list could serve as a good example.

This is a very valid point. IMO this is overlooked
because nobody wants to rock the boat with
two or three biggest sponsors in disc golf.

I agree with you that all sponsored pros on the Board should be listing their sponsors as potential conflicts of interest. Also, all disc golf vendors on the Board should be listing their suppliers as potential conflicts of interest.

If the creation of the NT schedule involves the Board in any substantive manner, that is an area where these kinds of conflicts would be actual rather than merely potential. Can you think of other decisions the Board regularly makes which would give rise to actual conflicts of interest on the part of sponsored pros and vendors?

Perhaps the Technical Standards area. They approve discs and targets.

Perhaps the awarding of contracts (web development, video production, print, membership discs & minis, consulting, etc.).

Perhaps the Technical Standards area. They approve discs and targets.Typically the Board just rubber stamps the decision of the Technical Standards "committee" which itself is based on objective standards. However, the adoption of the standards, particularly the newly adopted standards which were aimed at the products of one particular company, are an area where several board members may have voted in spite of an actual conflict of interest.

Having observed the Board in action, if there's even a hint of COI on a motion to be voted on, a board member brings it up to vote whether the COI is relevant. If so, then the affected members recuse themselves from the vote.

to Chuck:

All Board members except Avery Jenkins have agreed to comply with our Conflict of Interest Policy, and to attach a list of any potential COI's. Bob Decker was the only one to attach a list. By not doing so, the others are saying, in effect, "I don't have any potential COI's".

So that trusting picture you paint, of Board members diligently calling each other on their COI's, is just not credible. If they aren't disclosed, it's impossible. You can't question a COI if you don't have any idea what it might be.

I'm not disagreeing with proper COI statements being filed by all Board members. I'm just letting others know that COI seems to be dealt with properly during the meetings regarding votes where a COI might be relevant.

The disclosure clause of the PDGA Conflict of Interest policy (http://www.pdga.com/documents/conflict-of-interest-policy)states that ... "completed Conflict of Interest Disclosure and Compliance forms shall be retained by the PDGA, not that they be published on the website or anywhere else. Additionally it states ... "All such information shall be held in confidence unless the best interests of the PDGA dictates otherwise."

The Board discussed our COI policy in detail shortly after taking office in September and had intended to publish the COI disclosures but following the advice of the PDGA's attorney, made the decision not to make them public and that each board member would be tasked with oversight over themselves and their fellow board members.

Conflicts of Interest are something that the PDGA board and the office takes very seriously and the members can rest assured that any conflicts, perceived or real, are watched for, called, and enforced by each and every board member and the executive director.

Bob Decker's COI disclosures, which were mistakenly published on the website along with his signed compliance form which we do publish, has since been removed.

V. ANNUAL DISCLOSURE
A. All Directors and Officers annually must complete a "Conflict of Interest Disclosure and Compliance" form. This disclosure form includes information on all actual or potential Conflicts of Interest involving a Director or Officer.
B. As new Directors join the Board and new Officers are elected, he/she must complete the "Conflict of Interest Disclosure and Compliance" form.
C. Completed "Conflict of Interest Disclosure and Compliance" forms shall be retained by the PDGA. All such information shall be held in confidence unless the best interests of the PDGA dictates otherwise. Any disclosure of such form or the information therein shall take place only upon the majority vote of the Board or as may be required by valid legal order.

According to Brian, COI protocols have recently been changed; he and the Board members have listed their business connections, but now this information is for circulation only among themselves, not to be seen by the membership. That means that I was wrong to suggest that they have been negligent, and I hereby apologize for the inference. I had no way of knowing that the COI procedures had been changed. If I had known I would not have raised that issue so boldly.

Of course I find the change disappointing. It adds one more layer of insulation between the Board and the membership. And it suggests that there is something bad about having conflicts of interest, that they must be hidden away and legally protected from full disclosure.

There is nothing wrong or shameful about having COI's, as long as they are disclosed and handled properly when they arise. It would be hard to find any PDGA member willing to serve on the Board who did not have conflicts of interest. For example, as a Board member I had two serious conflict of interest issues. The first placed very uncomfortable constraints on how I could act in certain areas. The second led, ultimately, to my resignation a year before my term was up.

I did not say or infer that COI protocols had recently been changed.

The current PDGA conflict of interest policy was first proposed by board member Peter Shive in May 2008 and it was voted on and unanimously approved by the board of directors at the May 2008 board summit.

http://www.pdga.com/documents/minutes-for-may-2008-bod-teleconference

It has not been altered, amended or changed since that time and the board is in compliance with the May 2008 policy as proposed and voted on by Peter. To the best of my knowledge, board disclosures have not been made public since that time, with the exception of Bob Decker's, which was not our intention.

According to the policy, the board can choose to make the disclosures public but are not required to do so. In fact the policy clearly states, "All such information shall be held in confidence unless the best interests of the PDGA dictates otherwise." As I posted earlier, the inclination of the present board was to publish the disclosures on the website, but they yielded to legal advice from our attorney who advised against making them public.

PDGA Conflict of Interest Policy - Adopted May 2008 (http://www.pdga.com/documents/conflict-of-interest-policy)

As a former Board member who always had a multitude of potential conflicts of interest, I always was in favor of as much transparency as possible, especially in this area. I find it regrettable that this BOD has decided against full disclosure.

What rational did the PDGA lawyer give when advising the Board not to disclose this information publicly?


I did not say or infer that COI protocols had recently been changed.

The current PDGA conflict of interest policy was first proposed by board member Peter Shive in May 2008 and it was voted on and unanimously approved by the board of directors at the May 2008 board summit.

http://www.pdga.com/documents/minutes-for-may-2008-bod-teleconference

It has not been altered, amended or changed since that time and the board is in compliance with the May 2008 policy as proposed and voted on by Peter. To the best of my knowledge, board disclosures have not been made public since that time, with the exception of Bob Decker's, which was not our intention.

According to the policy, the board can choose to make the disclosures public but are not required to do so. In fact the policy clearly states, "All such information shall be held in confidence unless the best interests of the PDGA dictates otherwise." As I posted earlier, the inclination of the present board was to publish the disclosures on the website, but they yielded to legal advice from our attorney who advised against making them public.

PDGA Conflict of Interest Policy - Adopted May 2008 (http://www.pdga.com/documents/conflict-of-interest-policy)

Among other reasons including potential liability issues, our attorney advised that publishing more information than is legally required more often times than not causes more trouble and consternation than it is worth for an organization like ours.

At the very first face to face meeting of the board at the fall summit, our COI policy was discussed in detail and every board member was educated on how to recuse themselves from discussions and voting on topics in which they were conflicted. At one point during the summit, I questioned whether a sitting board member had a potential conflict on a certain topic, and later a board member questioned whether I had a potential conflict in decisions related to another issue being discussed. More recently a board member questioned whether I had a conflict in regards to decisions related to the USDGC due to my past relationship and association with the tournament prior to working for the PDGA. COI has been brought up more by the current board members, than all of the other boards I have worked under combined.

My point in relaying these happenings is that the executive director and current board are very aware of each others disclosures and are all very diligent in pointing out potential, perceived, and real conflicts to fellow board members and staff. The process is working as it was designed despite the fact that the disclosures are not public.

I am through posting on this topic as I have lots of work to do. Please feel free to drop me an e-mail or phone call if anyone has any questions or concerns. Thanks!

I'm certainly on record, with Rick Rothstein, as regretting the loss of transparency in the course Brian and the Board are taking here. The stated reason, not to reveal any more than the bare minimum legally required, seems very defensive and is trivial compared to what is being lost.

Simplest would be for the Board to vote that disclosure is "in the best interest of the PDGA", because it is. Best in the long run would be to amend the COI Policy to insure that disclosure is the default.

The whole point of the Pozzy constitution was to eliminate transparency, accountability and membership recourse. You elect a board and they do whatever the heck they want until the next election.

You ex-BOD guys ought to employ employ fewer innuendoes in your criticism. Be specific. Be direct.

As someone far on the outside, am I to be concerned that this specific COI setup will likely lead to real abuses? Brian gave a reason based around legal advice. While one may reasonably argue that public perception/confidence should outweigh the legal concerns, is there actually something about the new arrangement that should cause concern beyond perception/confidence?

What is the Pozzi constitution? What were the specific changes made that lead to this criticism? How is the BOD less transparent than they were 10 years ago? or less accountable?

Well, James, I feel that I have been direct. I'll try to do even better.

There are only two ways in which the Board is accountable to the membership. One is COI disclosure. The other is the minutes.

Now the Board tells us, "We used to disclose COI, but we aren't going to any longer". Brian explains the justification, which I'll call the Principal of Legalized Noncommunication. If there is no law that forces the Board to inform the membership, then they won't.

I don't like the Principal, for two reasons. First, a Board that looks for legal strategies to sidestep COI disclosure is a Board with a fortress mentality, and seems to me to be a Board that is more concerned with serving itself than serving the membership. Secondly, it sets a bad precedent.

Think about how this Principal might be extended. Tomorrow we may find Brian telling us, "Our lawyer has discovered that there is no law requiring us to release minutes to the membership. So from now on we're only going to circulate them among Board members."

Bruce is right, that the Board can do almost anything it wants. Accountability is the only moderating influence given to the membership. That is why I object to its removal.

Sorry I can't help you with the "Pozzy Constitution". Whatever it might be, it was before my time.

as a member id like to see the disclosure.

Bravo:

You are not alone. I'm sure that most PDGA members would feel more comfortable if the Board had not refused to disclose COI information.

Apparently the Board does not want to disclose minutes either. The last minutes posted were for the September 7 meeting, in which no business was transacted except divvying up offices and committee assignments. There have been several meetings since then, including the important Fall Summit meeting later in September, but the membership has no idea what transpired.

I have always argued for more communication between the Board and the membership. I even believe that agendas should be released before the meetings, so that members could provide input. As a Board member I learned as much from member input as from Boardroom discussions.

Unfortunately, this Board moves in a different direction, towards increased isolation from the membership. I wondered almost whimsically above if Brian's Principle of Legalized Noncommunication might be extended to the minutes. It will be interesting and instructive to see.

Fall Summit Meeting Agenda posted about a week before meeting:
http://www.pdga.com/pdga-spring-summit

I have always argued for more communication between the Board and the membership.
How many Boards in any business regularly communicate with Stockholders/members? That's not to say they shouldn't at all. Minutes do need to be posted. But, you want to know what's going on, pay attention to what's posted by PDGA HQ and the Committees. You get almost weekly updates in your email now which links to the stories that are regularly posted on the Home page.

Chuck,

I missed that Fall Summit agenda, for sure. But that's just one meeting. And it's Thanksgiving week and we're still waiting for those September Summit minutes.

Now you are a great communicator, and I probably learn more about what's going on from you than from any other source. I have come to trust your comments because you are thoughtful and because you give fair play to both sides of issues. You and I do disagree on important recent issues -- you weren't concerned about the Board's stance on COI disclosure, and the sense of your posts above is that I'm being too hard on the Board. Still, I feel that the communication issue is disturbing, and I'd welcome your opinion on two questions.

Whenever a response is deemed prudent to questions about Board policy (like COI disclosure, for example), the Board is mute. What happens is that Brian tells us what the Board was thinking, what they did, and why they did it. This seems wierd to me. It's backwards. Brian works for the Board, but he acts like the Chairman of the Board, as though the Board works for him. Does that seem wierd to you?

A month ago Brian (speaking for the Board) outlined a policy that was applied to COI disclosure. If there is no law that absolutely compels information to be shared with the membership, then it will not be released. I objected because it locks individual Board members into a conspiracy of silence, and it can be easily extended to other information (like minutes). Do you agree with that policy?

I'm not sure it matters whether any of us agrees or disagrees with the COI openness policy. I don't believe Brian and the Board were looking for a shield by contacting the lawyer regarding it but were simply finding out how much COI information was appropriate to be made public. If the lawyer provides advice along the lines of, "Make the COI docs public at your own peril," I believe I'm going to listen. I guess I'm interested why the public secrecy is warranted. But I'm assuming that people and companies are allowed a certain amount of privacy regarding agreements they may have but I really don't know the foundations for the legal advice.

Chuck:

Thanks for the opinion. You seem to be pretty comfortable with the status quo. Fair enough. Now please consider these two scenarios:

1) The lawyer says, "Make minutes public at your own peril", and the Board stops making them public.

2) An individual Board member, feeling ethically obligated, releases his/her own COI docs to the membership, and is discliplined for acting contrary to Board policy.

Would you still be comfortable?

(1) Personally not concerned. Philosophically, not sure it matters. There are hundreds of other undocumented communications among the hundreds of movers and shakers in our sport that have had and will continue to have more influence on what has and will happen in the sport than what you see in the Board minutes. I see the minutes as primarily for the Board to keep track of what they have agreed upon so they stay on track and provide guidance for PDGA Staff.

(2) If the legal implications of a Board member revealing their COI has to do with potential repercussions against the PDGA from the companies that person has agreements with, then disciplining would seem proper. But again, I'm not familiar with the legal reasons why the lawyer advised against the COIs being revealed.

To those who have inquired regarding the delay in Board meeting minutes:

When the new board elected officers, we as a new board had difficulty filling the secretarial roll, as J. Korver moved into the VP role. D. Feldberg volunteered to take the Secretary position, with an understanding that he was not a very good typist and that C. Leiviska would assist with these typing duties. Draft minutes of the summit were presented for approval in the October Board teleconference, however they were not of sufficient quality for the board to approve. We are working to resolve this issue, and expect to be back on track for posting board minutes shortly after the teleconferences following the December meeting, along with back-minutes overdue for the Fall summit and Oct-Nov teleconferences.

Board minutes are usually presented for approval at the next meeting, normally the next Board teleconference. We will get this issue resolved and endevour to post future minutes more promptly.


Regards,



Dave �Nez� Nesbitt
PDGA Commissioner and Board President

Thanks for the clarification, Nez. Much appreciated.

wow....Why would a board ask a person that cannot type to be the communication link to its members?

Wow.....Just started to read this thread. I completely understand the need to honor legal boundaries, and as such feel that the board did a good job in seeking what makes sense.

Not having someone to take legible and acceptable notes though in our leadership is concerning to this member.

Just let us know what happened, keep the minutes updated, and generally yes all minutes must be approved prior to sharing with the membership body, so realistically they may be like a month behind. We waited longer than that (still waiting.....for issue 6 I think.... :-) ) for our magazine a few years ago.

Its a new board, they will haev hiccups, there are many new members on the board, and as such lets give them some time to sort out the issues.

COI, man c'mon really most of them now are sponsored players. They of course have a jaded viewpoint to help the companies that helped them to be great players. It is a reality, you need a COI to know this? I don't think that is needed to understand that there are competing forces that make this a concern. Obviously as Brian indicated its more of a concern now than it has in the past, why is that........because the board is now loaded with players more so than TD/supportors.

The general membership voted this in, its what they wanted. It is going to have more growing pains than any board that our sport has seen I bet to date. It in my mind also has the best chance to impact the sport from a competition standard than any other, but will it alienate the average 1-disc wanger in the process?

Only time will tell.

Please remember that we all represent the PDGA. If you are a member, but don't do anything to help the sport grow, you still support the efforts that others make. You make the difference, not a few selected people that agree to meet and keep (or don't keep) notes about the meeting. You want to do something good for disc golf and the PDGA, run an event, and promote the sport to the youth in your area! (I know many of you reading this do, and I thank you!)

Status quo is a funny term in disc golf. We are not the quo, and we never really know our status.

My thoughts are simple. Lets give this "players" board a shot. Lets see what they come up with, and lets give them some space to make mistakes. I'd rather see that than see nothing done.

Minutes are required, so I am confident that Nez will ensure that they get done. I am even a little more comfy knowing that people are concerned about the COI, as it is a big concern from this outside member. I trust the people sitting on the board, I voted for a few of them, and I am more comforted with the realization that at this point our sport is still a new energy growing. Lets see some growing pains. Lets plan for it, and lets see what chances the new board takes to help our sport reach the recreational players that our organization is missing.
*"Planning the Worlds event on my B-Day party weekend though......bad idea, so I will not be participating.....but then thats my selfish way!"

It is the year 2011, the Board does not need a lady with horn-rimmed glasses in front of a typewriter to yield effective minutes.

http://www.nch.com.au/software/dictation.html


With this, all dues paying members could view/ listen to the board meeting in real-time...talk about transparency.




PS. Ethically, I must officially announce a COI, as I am a share holder in NCH software. ;>

Just kidding... I actually just googled voice transcription software and found this site in ~3 seconds.

In fact, it looks like the KeyBlaze typing tutor could soon have Dave and Cale banging out phrases like: 'The quick brown fox jumps over the lazy dog' as easily as they bang those 30 footers.