Changes in DCI?

[dckid80]

We would need a separate thread to talk about the relative merits of corporate governance in today's business world.

Edited May 15, 2010 by dckid80

[garfield]

We would need a separate thread to talk about the relative merits of corporate governance in today's business world.

Yes, we surely would. And we'd exhaust ourselves in doing so.

But the contention that the BOD of DCI is anything other than self-serving and biased is bunk.

It is helpful to have the "at-large" members, and I'm sure their input is valued. But that a corps director can switch hats and loyalties as needed is bunk. Corps directors can make great DCI BOD members, but the contention that they rule as such by moving their corps' interest to second place behind the governing body is not validated or proven.

[craiga]

While I think that SteveDCI's description of the current BOD is accurate, I can't help but wonder......Whatever happened to the premise that all the corps in DCI were voting members, with one corps=one vote? Too simple, I guess.

[dcpincollector]

Again with the "They want DCI to fail." Who has said that? There is a big difference between criticizing DCI and wanting them to change the way they do business, and saying "I'd be happy if DCI went out of business." There's a massive difference between saying "I'm frustrated by the direction junior corps is going in" and saying "I want junior corps to die." Many have said the former, I haven't seen anyone say the latter.

Read the following and I quote:

QUOTE (dustyboo @ May 14 2010, 03:56 PM)

I have been taking a closer look for the last few years and love the fact that attendance is down. I have moved on, and truthfully I hope this split happens and DCI goes belly up and takes all their bands with them. I just hope that when all these instructors and directors are out of jobs, DCA doesn't let them near their ranks.

If you read the quote you would not have written your comment.

[dbc03]

While I think that SteveDCI's description of the current BOD is accurate, I can't help but wonder......Whatever happened to the premise that all the corps in DCI were voting members, with one corps=one vote? Too simple, I guess.

They are when it comes to rule changes, however as I recall the argument for when the change to an elected BOD was that all the directors didn't have the time and resources to be a part of every decision that the BOD makes.

[stevedci]

While I think that SteveDCI's description of the current BOD is accurate, I can't help but wonder......Whatever happened to the premise that all the corps in DCI were voting members, with one corps=one vote? Too simple, I guess.

This is a long explanation -- but...

the issue of directors of corps acting in their own interests has always been an issue in DCI goverance. maybe the stymie that it created will be looked back upon fondly as the golden era of DCI :-)

from the beginning - 1972 - until 2008, indeed the board of director was constituted of those corps placing at certain levels. the levels changed over the years, but as a general rule, corps in the top 25 or 20 or 17 for 3 yeras running could attain Voting membership.

there were lot's of issues w/ having the board selected by the contest judges which is what this did. but nonetheless, this persisted until 2008.

in 1991, it was decided that there was a need for outside directors. so DCI added an Executive Committee which was comprised of 6 voting members (as CORPS not individuals) and 3 outside, non-affiliated members -- of the executive committee. there was some limitations placed on the Exec Committee, including no actions related to competition and then budget approval was retained by the full Board of Directors. In 1993 or so, it was determined that members of the executive committe were de jure, members of the Board of Directors. So your board was now comprised of the VotingMember corps (ranging from top 25 to top 20) and three outside directors.

The exec committe pretty much functioned as the Board since board membership shifted annually and the degree to which corps directors could engage in DCI-specific issues was uneven.

Even into the late 1990's, the outside directors were prohibited from voting on competitive issues, but that ulimately fell by the wayside, but as a general rule, because the Exec Committe had six corps as members, the exec committee would often stray into competition related issues, which i suspect was not a good use of their time.

fast forward to 2005/2006 -- the exec committee and board decided that they needed to revamp the goverance structure (and touring and participation models) from the ground up. There were many goverance issues that needed to be addressed including pass-through liability to corps from DCI and the role of competition in determining the governing body. Hence an objective of the revamp was to seperate competition from governance.

IN 2006, a fairly comprehensive proposal was made to address goverance, competition, touring and participation introduced, but not adopted.

After some more fussing about, the bulk of the Membership-model and goverance structure from that comprehensive proposal were adopted in i think 2008?

This led to the conversion of DCI into a Member-based organization, with corps being members. The Members then decided that instead of a Board of Directors comprised of outside directors, they wanted some number of Board seats reserved for Individuals that were affiliated with Members (the corps). I suspect that the possibility of corps-affiliated board members acting in the interests of their own and a select group of corps at the expense and counter to the rest of the Members was considered.

I believe this is where DCI stands today - corps are members - corps have votes as Members - they vote on rules - they elect a Board of indivuduals which is supposed to represent the Membership.

[dcpincollector]

They already have any key horns in DCA...the rest will follow in time.

Mike is correct, but the DCI-haters cannot see the truth.

What will they do when it happens?

[BRASSO]

Without positing on the factual nature of this description, it sounds like some psycho-babble dreamed up by some pointy-headed intellectual who doesn't live in the real world and tries to convince humanity that he's right and everyone else is wrong. If this is DCI's position on governance they are deluding themselves and stirring tea for us all to drink.

If the BOD of DCI is made up as suggested it's absolute lunacy to believe that these men are making decisions from any perspective other than from that of their corps. To suggest that one could forsake the benefit of one's corps for the collective good of the organization goes against the very nature of the directorship of the corps.

This is very simply the basis of why corporate boards of directors are made up of outside directors. Only the uninvolved opinion of the structure of the organization can be additive to the long-term success of the organization.

The ability to work together for the betterment of the activity is an obvious benefit, but it's foolish to believe that any person can make decisions completely removed from his reality and responsibility. Corps directors are simply not going to sacrifice themselves for the greater good.

You can turn the stripes on a zebra horizontal, but it's still a zebra. Once a corps director, always a corps director until you resign.

Well said... there is the environment for the creation of a conflict of interest in such a structure. For one example of potential pitfall in such an organizational structure , is when a proposal comes about that the Board has to vote upon. What if the controversial and contentious proposal might benefit the entire collective of Corps, but at the expense of the Corps that the voting BOD is from ? Since he has a PRIMARY fiduciary responsibility to his own Corps that he is the Director of, one can be reasonably assured that he will vote for the proposal in the manner that will advance ( or not disavantage ) the self interests of his own CORPS, not that of the the collective group of Corps he would be serving as his SECONDARY role as sitting on the BOD of that organization. As such, as was pointed out here, most organizations will require a resignation from a sitting member during their tenure in order to prevent even the APPEARANCE of a conflict of interest .......DCI is even more ripe for such conflict of interest issues because the BOD members are not like (say )from the Chamber of Commerce at the local, state, or national level... that cut across many non competing businesses.... DCI has members that directly COMPETE with one another. Such an organizational structure, if true, can be expected to require a huge leap of faith from Corps without BOD membership that their self interests will not be compromised with such an organizational structured hierarchy such as this.

Edited May 15, 2010 by BRASSO

[dcpincollector]

Yes, actually it IS ok. As long as he is not breaking the posting rules he is free to post as he likes. You can reply to his POV with your own, of course.

I never said he couldn't say it, but why would he?

[CasualFan]

Now check out all the OC corps' 990's and you will see that none of them get any performance revenue from DCI shows (this by design from the WC corps who have all the voting power over OC corps)

As it has been stated on these boards many times, the OC corps voted this themselves not the WC corps.

A goverance clarifcation -- the board of directors of DCI is NOT comprised of CORPS, it is individuals who are supposed to act as representatives of the collective Membership, not as representatives of their respective corps. While Hopkins, Fiedler, Orwall, Arnold, Valenzuela and Glasgow are corps directors, they sit on the board as individuals, not corps representatives. Corps are Members, not of the board but of the collective Membership, and they designate someone to represent them as Members and as part of the collective Memberships. This is substantially different than pre-2008 DCI in which the Board was comprised of corps, not individuals. This may sound like a trivual distinction, but it is not.

I was aware of this; however, the statements put out by DCW seemed somewhat in contradiction to this idea of representing the collective membership. And I was also trying to make a point that it was not the "top 6" corps involved, but directors from Cadets, SCV, Colts, BK, PR, and Bluecoats. Another thing, I believe the three at-large individuals also have ties to the activity; they are not true outsiders.

In comparison, WGI has a board of directors of 15. Their membership is represented on the Color Guard and Percussion Advisory Boards. Music For All (BOA) has a board of directors of 10 of which only 3 are associated with the activity: Scott McCormick, Marlene Miller of Fred J. Miller, and Matthew Carter from Music Crossroads. Their other board members are from diverse industries such as IBM, Motorola, Columbus (IN) Hospital, Duquesne University, etc. Their membership, as well, are represented on an Advisory Board. Yes, I realize that WGI and BOA are different from DCI and DCA in regards to their purpose.

All of this information is readily available on their respective websites. DCI, not so much. In fact, I couldn't even locate it searching through DCI's news archives.