Interesting Changes in COMTA By-laws

I reported in my May 5 blog that COMTA volunteer of more than ten years, John Goss, had been removed from his position, during a meeting he was unable to attend. That led to my reporting a personal experience I had with the organization; I heard through the grapevine that the officers were upset that I had given them negative publicity. I don’t owe them an apology, and there will not be one forthcoming.

I haven’t felt any need to revisit the issue, but an interested party sent me a copy of changes that COMTA had made to their by-laws, effective April 16. I received them while I was on vacation, am just now getting caught up on my correspondence, and I must say, it looks as if they might have been changed in anticipation of getting rid of Mr. Goss.

Here we have an interesting change:

Section 3.12:  A Commissioner who is present at a meeting of the Board at which action on any matter is taken shall be conclusively presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting. Such right to dissent shall not apply to a Commissioner who voted in favor of such action.

According to a COMTA insider, who prefers to remain anonymous, the minutes never record votes by commissioner per se unless that commissioner asks that his/her vote be specifically recorded, and since few know this, this section seems intended to silence dissent.  Basically, it says that if you were there, you assented—regardless of how you voted unless it is specifically recorded in the minutes.  The ByLaws do not require votes to be recorded on a roll-call basis.  Seems this is needed before Section 3.12 can be enforced.

Then we have these:

Section 3.14: …In addition, a Commissioner may be removed without cause by an affirmative vote of two-thirds of the Commissioners then in office.

and to top it all off:

Section 4.2:  … Any officer may be removed by the Board of Commissioners at any time with or without cause, whenever the Board of Commissioners believes the best interest of the Corporation would be served thereby.

I stated in my earlier blog that Goss was known for asking hard questions and holding members accountable.  When I contacted COMTA leadership for a quote, before printing my blog about Goss, I got the answer that he was thanked for his past service and wished well in the future.  Later on, COMTA Chair Melissa Wade e-mailed me that due to confidentiality, they could not tell me why Goss was removed, but assured me that if I was elected to the Commission I would have access to the file. Obviously, that’s not happening.

It looks to me like the amended section 4.2 will allow the Commissioners to remove anybody that disagrees with them, or makes them mad in anyway. When you put yourself in the position of being able to remove someone without just cause, what does that translate to? We can remove you if we don’t like your tie? Your attitude? Your questioning our authority?

Board documents, such as practice acts, rules, by-laws and guidelines of any board are living documents, subject to change as time and experience show a need. Hopefully they are always changed with an eye to improving the public protection, service to stakeholders, or whatever the particular entity is charged with doing. I’m not sure that’s the case here.

I’d like to remind the folks at COMTA that big egos at the top, a lack of transparency, poor service to stakeholders,  and changing by-laws to suit whomever is in charge at the time, are the very things that came within a hair’s breadth of bringing down the NCBTMB. I wouldn’t get too carried away with making changes like the ones above. As the present NCB leadership who inherited just such a mess to clean up can attest, it’s not going to serve your organization well at all.

Laura Allen

6 Replies to “Interesting Changes in COMTA By-laws”

  1. Thanks for posting this Laura. As a self-proclaimed governance “geek” I couldn’t help but respond!

    Re: Section 3.12–It is not uncommon for the statement “all votes are unanimous unless otherwise recorded” to appear on board minutes, so this particular bylaw change doesn’t seem suspect to me. It is important for Board Directors to understand that the time for dialogue should happen prior to a vote being called-and further, that the Board itself is truly considered one entity, one person if you will. Meaning that regardless of the individual votes that are put forth on a motion, once a motion passes, then it is the decision of the board-period. When the directors leave the table, they are all responsible for supporting the decision both at the board table, and when the questions start rolling in from their members.

    Re: Section 3:14 This is not unusual either, in fact it is somewhat of a protective measure. Should a board director “go rogue” it is incumbent upon the other board directors to protect the organization. That being said—-it is very crucial for the Board directors to understand not only what their role is, but the true nature of the responsibility of their role, and in addition to hold other board members accountable. A Board Director does not have the luxury to be silent. When a board member acts in manner that is not conducive to the health of the organization, it is the responsibility of the other board members to call them on it-and if necessary, vote to remove. It’s not a personal issue, but rather a professional responsibility. We’ve seen this happen in our industry before, and it happens in many others. If a board member exerts his/her influence in a manner that is not inclusive, or sets forth a personal agenda using their position, the fault truly lies with the other board members who went along and said nothing. A director is elected by the members of the organization and further, are bound to represent them (unless otherwise indicated) at the board table. They are not elected by their peers to support the interest of the other board members.

    Re: Section 4.2–This particular bylaw change is a bit disturbing in that it would appear to be a bit unnecessary given the Section 3:14 option. Why would they feel it necessary to include a statement “with or without cause?” Perhaps this is the section that is feeding your theory of the removal of Mr. Goss?

    Being a Board Director is a difficult job, no doubt about it. It’s equally difficult to balance the expertise of the staff with the direction and vision set by the Board. Board members are experts in their particular area of focus, elected by their “peers”, however this does not always equate to a true and thorough understanding of governance, association leadership, etc. It’s unfortunate that COMTA is experiencing this in a time when the massage therapy profession has opportunities laying at it’s feet like never before—and the foundation that supports the advancement of any profession is the education that is delivered by the faculty, staff and administration of the schools they attend.

    I suppose the questions for the leadership at COMTA boils down to this…What kind of organization do they want to be? Is the current mission and vision still relevant? Do the schools that are accredited by COMTA perceive value with the accreditation? And finally, what are the leaders-both staff and board willing to do to remedy this issue, if in fact they believe that there is one.

  2. I agree that these changes seem concerning. Angela makes some wonderful points. But if a member “goes rogue” doesn’t that give the board cause to let the member go? There should always be a cause for letting someone go. And, let’s be honest, there always is. The question isn’t “is there a cause”, the question is “do we want to tell the member/ other people what the cause is”.
    I also think Angela well explained what a board member/director’s responsibilities should be. Unfortunately, too often, the people on board’s don’t understand these things and take advantage of the power they’ve been given.
    My fear in these types of changes, is when there is a “clique” of certain members on boards who then use their friendships to get rid of people who don’t agree with them. It seems like it shouldn’t happen with professional adults, but unfortunately (again) it does.
    Of course, I know no one personally on COMTA and couldn’t speak to it specifically. But I also don’t believe that laws/rules should be made for the specific board at a specific time. So these concerns should still be considered in making any changes on any board. Rules/laws should be made to keep in mind prevention of corruption of power.

  3. Nice exchange, although one statement caught my eye. “A director is elected by the members of the organization and further, are bound to represent them (unless otherwise indicated) at the board table.” This may be true for COMTA and other private corporations, but members of state boards of massage therapy are often appointed by a strictly political process. It sometimes amazes me how these appointees act as if they were elected by a majority of the people affected by their decisions, when this is actually not the case.

  4. Alexei,

    As a member of a state board myself, as far as any of the public boards I know of, they are appointed. In our state we are appointed by the governor, the senate pro tem, and the speaker of the house.

    Massage boards, like any public boards, exist for the purpose of protecting the public. We don’t exist to “do” anything for licensees, other than issue their license and license schools.

    I often get asked by therapists, “What does the massage board do for me?” The short answer is “nothing.” We are not supposed to do anything for massage therapists, other than be sure they remain in compliance with the law. That is the domain of the professional associations.

    I haven’t ever encountered any board members who act like they were elected, but it might be the case in other states. There may in fact be other states that I’m unaware of that do elect their board members.

  5. Laura,

    State Board members (especially when they are the first board in that state) also craft regulations that have a huge impact on the public, therapists, and other massage schools. As these board members often own or direct schools the conflicts of interests can be problematic for their competitors and the public. There seems to be a cartel emerging.

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