IAC Governance FAQs

Originally written for distribution to IAC members.

Board Operations

Q: Which Governance Document does what?

Listed in order of authority:

1. The Articles of Incorporation establish the legal entity and its purpose.

2. The Bylaws explain how the legal entity functions in a broad sense. This is where we find out how Directors are elected, how meetings are to be called, how memberships work, and even how to amend the Bylaws.

3. The Policy and Procedure (P&P) documents are the policies the board has adopted, many of which provide guidelines in running its committees.

The Articles and the Bylaws are the actual legal documents. The board is created by the Bylaws and must operate according to the Bylaws. It is not possible for the board to (legally) do anything that violates the Bylaws. The Bylaws cannot be changed except by a vote of the membership (not the board).

The board has chosen to create Policy and Procedure documents to outline how the IAC functions. These P&P documents are the ones that create all the IAC programs (the judge program, the rule program, the safety program, etc.), and how things like our National Championships are to be run. Since the board created the P&Ps, they can also edit them and delete them as they see fit. They are entirely under the board’s control. I always say that we can think of the P&Ps as “the board’s advice to itself”. The board tries to follow its own advice and in fact almost always does, but technically it doesn’t have to!

The Policy and Procedure documents are constantly evolving because the composition of the board changes. Every year we have new Directors with different ideas. The IAC board has a lot of leeway in how they run things. But the board is always bound by the Bylaws that as they’ve been adopted by the membership.

Q: What do you do as President of the IAC?

My job is spelled out in the IAC Bylaws. I am responsible for the general operation of the IAC, subject to the advice and control of the Board of Directors.

Essentially, my job is to take care of all the IAC’s business. We have board meetings twice a year. In between those, someone has to make sure the plans we’ve adopted get implemented. I also manage the IAC’s employees. I sign documents. I talk to chapter leaders and contest directors. I communicate with our program chairs. I write an article for each issue of Sport Aerobatics. I work with the NAA and CIVA on aerosports issues and I keep in touch with the EAA.

I preside over all IAC Board meetings, which means I set the agenda for the meetings and manage the flow of the meetings with the assistance of the Secretary.

Q: What do board members do?

The board has control over IAC policy. As a body it can do whatever it wants with the IAC, subject only to the Articles of Incorporation, the Bylaws, and of course legal statute.

Individual board members have no authority. Only the board as a body can make decisions, through orderly motions.

Functionally, a board member shows up to meetings, brings forward motions, debates, and votes. Some board members also volunteer, which is always appreciated, but is not part of the job. Some board members are active in the sport, some aren’t. Some speak up a lot, some very little. The only requirement is that they attend at least half the meetings.

Q: How does the board make decisions?

The board makes decisions by majority vote at a meeting, either in person or by video conference. The board can also make decisions by unanimous resolution by signature.

That’s all the Bylaws allow. The board cannot make decisions by email vote.

Q: What legal obligations do board members have?

Board members have fiduciary responsibility to the IAC, meaning that they must exercise care, they must be loyal, they must act in good faith, they must obey the law, they must exercise oversight, and they must exercise candor by disclosing all their personal interests.

Board members could be subject to legal action, for example if the IAC does something illegal while under their care, if they damage the IAC’s reputation, or if they disclose confidential information. When a person serves on a board of directors they must not do things to undermine the organization they serve.

Note that board members owe their allegiance to the legal entity that is the IAC, not the members of the organization. This seems like a weird distinction, but it’s an important one in a courtroom.

Q: What are meetings like?

Board meetings generally follow Robert’s Rules of Order, though I allow some flexibility there at times because we are a smallish body and our Bylaws don’t specify which parliamentary rule set we must use (they should).

At the beginning of each meeting I call the meeting to order. The secretary then takes attendance. We then work through the agenda item by item under the Secretary’s guidance.

In a regular meeting, motions can come from the floor. Board members say “I move that…” or “I think that we should…” and then we look to see if there is at least one other person who agrees this is good business. That person is called the “second”. Note that the “second” may not agree with the motion, they are simply stating it should be debated. Sometimes it is good strategy to get something debated so that it can fail.

If the Chair finds the motion to be orderly it is repeated so everyone understands what it says. Then debate begins.

Because there is always a lot of business to go through, we often set a limit of two minutes per person with no person speaking more than twice on any given issue. This might not seem like a lot of time but with 15 people it’s usually all we can afford.

Board members who want to speak request permission then are given the floor. They are expected to address the Chair and speak about the issue without addressing anyone else by name. Board members cannot impugn the motives of other board members or they could be named by the Chair or even censured, so debate is cordial. Everyone simply states whether they are for or against the motion on the floor and gives reasons why. Board members sometimes ask for amendments to the motion, in which case debate on the main motion is suspended until the motion to amend is taken care of.

Activity proceeds like this until the agenda is exhausted, at which point a motion is made to adjourn.

Q: What is a Special Meeting?

The IAC holds two regular meetings each year, one in the Spring and one in the Fall.

All other meetings are called Special meetings. They can take place any time with 5 days’ notice. Special meetings are called whenever the President opts to call them or by majority vote of the board.

The rules of a special meeting aren’t much different, except that the agenda is more tightly controlled.

I’ve been criticized for refusing to call Special Meetings in the past, but there is no wisdom in making 15 people set aside time when there is no hope to pass a motion. Meanwhile, if it looks like the motion is likely to pass there is no point in me stopping a special meeting. So you should see that I have no agenda here except efficiency.

Q: Is it true it takes a two-thirds vote for the board to reverse a previous motion?

According to Robert’s Rules of Order, the answer is “kind of”. This is true if the motion comes up ad hoc, but if the item is on the agenda “e.g. Agenda item 7: Reverse the board’s previous decision on …” then a simple majority suffices.

Q: Can an IAC member attend a board meeting?

It’s up to the board.

With our regular meetings, my advice to the board is to be careful who is allowed in because we have a lot to do and we don’t need disruption, but the board has a tradition of allowing guests at regular meetings if they come to the meeting in person. Members do not have speaking rights at meetings and will be made to leave when the board wants privacy.

Special meetings are more tightly controlled. You generally cannot attend a special meeting. These usually happen by video conference.

Q: Do you livestream the meetings?

No, the advice of legal counsel is that we should not do that for a bunch of reasons I won’t go into here. I will say that I think if we broadcasted the meetings the members would be very pleased with what they see. Our board members make good arguments.

Q: What do you like/dislike about the IAC Bylaws?

I think the Bylaws are tightly written and efficient. I like how we have Class III and Class IV directors.

There are some things I don’t like. A partial list:

1. Our Bylaws should specify that we use Robert’s Rules of Order for our board meetings. It specifies this for our membership meetings, but not the board meetings. That’s an oversight. There are other parliamentary rule sets that could be better than Robert’s Rules of order, but if the membership meeting uses that we should use it at the board level, I feel. Without a mandated set of parliamentary rules the President has unbounded authority over how to preside over the meetings. I don’t abuse that, but another President could.

2. Our Bylaws have no requirement that our board members be distributed geographically. This leaves regions feeling alienated. At the very least, when the board appoints a replacement due to retirement or other absence of a Director, the board should be tasked with finding a replacement that evens out the regional distribution of the Directors. We have a policy of establishing “regional” directors but this is not reinforced in the Bylaws so if a “regional” director does a bad job of handling communication in their region the members of that region have no way to effect change. They are stuck with someone they didn’t vote into that position. The Academy of Model Aeronautics has a good model for how this could work. We should copy them.

3. Our Bylaws state that a motion cannot be adopted unless passed by a majority of those present. It should be present and voting. If a member chooses to abstain under the current rules, their vote is counted as a “no”. This can cause some weird gamesmanship where one side will graciously abstain (because they wanted to vote “no” anyway) while the other side looks like a heel for refusing to do so. It also causes problems when our Class III Directors (EAA and NAA) want to abstain on controversial issues. They don’t want to be counted as “no”; they want to be not counted at all! The challenge of switching to “present and voting” is that it may encourage too much abstention, but I think that would be better than what we have now.

Every year I get a few emails about how the Bylaws should be changed to do things that Bylaws can’t possibly do, usually as an overreaction to something the board did or that people think it did. I just tell people to take it up at the next election. I don’t want to see our Bylaws amended because I have an issue with the decisions the board makes, I want to see them amended when they conflict with the IAC’s business goals.

Q: How should board members act in general?

In my opinion, the most effective board is one that argues constructively and privately. Board members should never be afraid to speak their minds or to vote their conscience.

If we believe way down deep that everyone has a right to their opinion, that does two things:

1. It encourages us to speak. We should never feel the need to reserve our opinion because everyone has a right to an opinion.

2. We should leave the argument in the board room. We should not complain about how someone voted or impugn their motives because everyone has a right to an opinion.

So if you serve on the board you should speak up, make your points, and then move on. It’s untoward for board members to refuse to let issues die once the board has voted on them, or to rile people up to harass other board members. Regrettably, these things sometimes happen.

Q: Why did you allow such-and-such to be voted on? Why are particular topics allowed to be voted on?

Because I concluded that it was orderly. That doesn’t mean I think it’s a good idea. The board gets to decide whether an idea is good. My job is to preside over the meetings so they can make those decisions.

Q: How can I get you (or someone else) kicked off the board? How are board members removed from the board?

There is no provision for impeachment in the IAC Bylaws. If someone is elected by the members, they serve out their term. If you don’t like someone your remedy is the next election.

Q: I heard the board violated the P&P documents. Can they do that? Why would they?

Control of the IAC rests with the board. They have freedom to do pretty much anything they want. The board has created the Policy and Procedure (P&P) documents to enshrine some of their decisions.

These documents were created by a majority vote of the board, they can be changed by a majority vote of the board, and they can be deleted by a majority vote of the board. It should not be any surprise, then, that these documents can be overruled by a majority of the board. When the board does this, assume that they see the value of the policy in the general sense, but not in the particular case they are reviewing.

While the IAC board does strive to be consistent, it can’t be guaranteed because boards cannot bind their future selves. There is no policy the board can create that a later board can’t undo. Board membership changes all the time, and not every board member attends every meeting. So no matter how well intentioned and reasoned a policy is, it only lasts as long as the next board wants it to.

The way I explain it is that the P&Ps are “the board’s advice to itself”. That puts it in perspective.

Personal Questions

Q: What are you trying to accomplish?

My vision of the IAC is that it should be ready to look to the future instead of the past. I want to preserve healthy IAC traditions and memories, but I think overall we spend too much time trying to do things the way we’ve always done them. I just want what we do to make sense today without respect for how it made sense yesterday. This is controversial with some people because they don’t think they should have to defend traditional ways, but they absolutely should be made to defend traditions. That’s a perfectly healthy thing for an organization to do. If the tradition holds up, we can always keep it. If we change our traditions and find we’ve made a mistake, we can always change them back.

I want the IAC to be financially sound. We are in good financial shape right now, but it could be better.

I want to help everyone see how we can solve problems instead of feeling like we are a victim to them. You get what you work for.

I want the rule book and all the policies to be written so they are compact, easy to understand, and match our actual practices. That last item is the most important. If we do things a certain way then our written policies should state that. We should not just wave our hands and say “Oh that’s not how we do things”. Again, I’m arguing against tradition, but this time in favor of written rules.

I want everyone who is interested in aerobatics to know that the International Aerobatic Club is a welcoming place where they can get their start.

I want to increase the exposure of the sport of aerobatics and to make it seem accessible to people.

Q: How much are you paid?

I volunteer my time for the IAC.

Q: Where should I address complaints regarding an issue or a program?

If there is something about the IAC that is troubling you, I want to help, but if you come to me with a problem I want to hear a proposal in the same conversation.

Problems with a particular program should be taken to the Chair of that program, then to me if you are unable to make headway.

Q: How do I help out? How can I become more involved with the IAC in a volunteer role?

Offer your help to any of our program chairs, or email me at president@iac.org.

Q: I have a great idea for a new program/web site feature/trophy/event/cryptographic system. How can we make my idea happen?

If you have an idea that is sound I can help you get it in front of the board, but unless it is absolutely killer and comes with zero cost to the organization I will probably advise the board that I don’t have the resources we need to make it happen. The IAC is short on volunteers, not ideas.

About twice a year I hear new ideas for how we should score contests, or how the Aresti system could be improved, or how the Bylaws should be rewritten. I don’t dismiss these ideas, but sometimes it sounds like a new pianist complaining about how the black keys are too confusing. In order for sweeping change to happen something about the current system has to be failing in a big way. As far as I can see, our systems are working well enough that sweeping change is unlikely. What we need instead is solid incremental change.

Our Partners

Q: Who is CIVA (Commission Internationale de Voltige Aérienne)? What is our relationship with them?

CIVA is the international body that is responsible for naming world champions and records. The IAC works with CIVA to field teams for international competition.

There are overly suspicious people in the IAC who are afraid of CIVA and that sometimes creates a barrier to a healthy working relationship. It’s true we’ve been treated unfairly by CIVA at times since most of the voting countries are in Europe and they seem to stick together. But we will not get anywhere by ignoring what is happening at the international level. We just have to take principled stands and argue for positive change.

Q: What is our relationship with the EAA (Experimental Aircraft Association)?

The IAC is one of the EAA’s Divisions, like Warbirds and Vintage. I enjoy our relationship with the EAA. I think it is great for us, and I think we are great for them.

Sometimes people tell me we should leave the EAA but I’ve yet to hear a good reason why we would do that.

Q: I think the sport is too hard. What should I do?

Practice.

Q: What is it like to serve as President?

Mostly, I edit documents and run meetings. In between that, lots of time talking to members. For every difficult conversation, there are a hundred positive ones. I find it rewarding.