If I didn't believe that nonprofit governance was a big deal and were I not an actual Duke of Paducha I might find the following Paducha Sun story entertaining. But instead I take this story about a board that has very complicated bylaws, and great difficulty in removing and replacing board members quite serious. I would pose that the inventors of these by-laws actually knew what they were doing. I would continue to pose that one of the challenges to this board, designated seats, is a construct that can be avoided - basically "don't do this". In my experience, when someone else (a mayor for instance) gets to appoint a board seat, it is only sometimes possible to find an individual to fill that seat who is truly passionate about mission and isn't in the seat first loyal to the mayor's interest and second loyal to the nonprofit mission. Uh, conflict of interest perhaps? And yes, time and time again.
Four CCC board members serving despite expired terms
Bob Hoppmann, who submitted his resignation from the CCC board to Katz on June 28, was serving a term that had expired Jan. 1, 2015. Hoppmann had been restaurant representative from the Paducah Hospitality Association (PHA).
Monica Adams, president of the PHA and sales manager for the Auburn Suites and Holiday Inn Express, said a CCC board replacement would be on the agenda at Tuesday's hospitality association meeting.
She said she was uncertain of the sequence of having a nominee approved by the CCC board, mayor and judge-executive. "Those bylaws are very confusing, to say the least," Adams said.
Three and a half pages of the 11-page amended bylaws for the CCC deal with Article IV, Board of Directors, and describe a multi-tier nomination and approval process that in most cases involves joint appointment by the Paducah mayor and McCracken County judge-executive.
In addition, six of the CCC's board members must be nominated by the Paducah Hospitality Association, Paducah Area Chamber of Commerce, Paducah-McCracken County Convention & Visitor's Bureau (CVB) or the Paducah Renaissance Alliance (now Paducah Main Street, a part of the city's planning department).
Katz said that although some board members continue to serve on expired terms, "Our bylaws provide that directors of the board continue in place until they're replaced or resign."
The bylaws read "A Director shall serve until the expiration of the Director's term and his or her successor has been appointed."
Nicholas Holland, attorney for the CCC Board, said it's customary on nonprofit boards for members to serve beyond their official expiration dates until replacements have been named or they have their terms officially extended.
Bill Bartleman, county commissioner and a citizen-at-large member of the CCC board, said of the bylaws, "They are not easy to follow, but can be followed."
Mary Hammond, executive director of the Paducah-McCracken County CVB, said she didn't think her organization currently has a representative on the board.
"We've had one in the past," she said, "but don't have one now." Although the hospitality industry is represented on the CCC board, none of the board's five-member executive committee possesses a hospitality industry background.
Chairman Katz and secretary Whitlow are attorneys, treasurer Scott Taylor runs an accounting and consulting business, and Vice Chairman Drew Hulette and executive committee member-at-large Carla Berry are banking executives.
"I like the full board to be involved in pretty much every decision to be made," Bartleman said. He said there is more accountability when the full board makes decisions rather than an executive committee and added, "The more eyes, the more scrutiny, the better it is."
Hammond, however, sees having businesspeople in leadership positions of the CCC as a positive.
"We're such people-pleasers in the hospitality industry," Hammond said, "so the CCC needs businesspeople, and we have good people there who have common sense. Businessmen built the convention center, not hospitality industry people."