Voting for a proposed USRowing governance change, or more specifically a reconfiguration of the USRowing Board of Directors, begins Monday Oct 18 and ends at midnight on October 28.

The proposal seeks both to meet changing legal and USOPC requirements for board representation as well as reconfigure and reduce the size of the current board structure. Among the most salient changes:

• The board structure must meet both legal (Ted Stevens Act) and USOPC mandates about board composition, in particular 1/3 athlete representation; the organization has until Dec 31 2021 to meet these requirements

• reduce instead of increasing the size of the board to meet these requirements toward a more nimble/responsive/results-oriented board

• four at-large positions would be filled by vote by the four regional and four athlete board members based on expertise and experience rather than rowing experience

• change regional board spots from six to four, which requires a redrawing of regions as well

• There are other mandates to meet, such as the requirement of at least one 'independent' board member, the USOPC description of which takes up a full page, but essentially describes a non-rowing person - and which will be a USOPC requirement for whatever board structure is in place. Under the current board structure, for example, one of the two current at-large member would have to change to meet the standards of 'independent,' which Nobu describes below.

Voting for this proposal is restricted to the 1106 institutional members (for the most part, clubs and schools) and the 311 national team athletes who are officially designated as '10-year' members; i.e., who have been on the US squad within the past 10 years.

A quorum of at least 10% of eligible voters members is required, and for a governance change a 2/3 majority is needed to pass; given the fact that USRowing election turnouts often range from around 20 percent of institutional members and only four percent of individual members, if your club wants the measure to go one way or the other, you will want to register a vote.

For complete documentation of the proposed changes and processes, visit 2021 Proposed Governance Changes on the USRowing site.

row2k spoke with USRowing CEO Amanda Kraus and USRowing Board chair Nobuhisa Ishizuka about the proposed changes last week; the following has been edited for length and clarity.

row2k: I have some specific questions to ask, but do you want to start with an overview of the proposal?

Nobuhisa Ishizuka: Amanda, would you like to set some context by explaining how important this vote is for us?

Amanda Kraus: When I started almost a year ago now, one thing I felt very strongly about was that USRowing has been around for a long time, and has a 13-million-dollar operating budget, but in so many ways, we're still operating like a startup. So there is foundational work to do in terms of staffing and systems and functionality.

row2k: We talked about that last year.

Amanda Kraus: Yes, and so much of that comes from having a board in place that can help on all of those fronts, and bring expertise and experience to be partners in this. With the athlete representation mandated for the USOPC, so far in my 11 months the athletes have been incredible board members and people to work with, so that part is good.

So the important part of this is to have the ability to bring in people on a third of the board - and still just a third - who align with the needs of the organization to serve on the board. I'm incredibly optimistic about it and hope that people will come out and vote for it.

Nobuhisa Ishizuka: In terms of big picture, the last time we went through a governance change was in 2008, and that was largely to reduce the board from 20 down to its current 14.

Now, over the past 14 years, there's been a huge change in the regulatory landscape and the demands for organizations like ours to be responsive to our communities, and we have not adapted with that. So these proposed changes are very much to try to bring us in line with today's world.

We want to become slightly smaller, more balanced and proportional in our representation, and more nimble to enable us to be more responsive to this changing landscape. Our constituencies demand it of us.

Right now, we are 14 members, and 12 of our 14, there are no guidelines to determine what kind of skills, background, experience, and perspectives they bring to the table.

Under the new USOPC rules, we would have to appoint an independent director - somebody with no connection to the sport. So, if we leave our current structure the way it is, one of the at-large seats would be taken by an independent director, which would really leave only one seat for us to use to fill in any gaps in the needs that we have.

We could grow our way out of this problem by expanding the board beyond its current 14. We believe that would make it unwieldy, less responsive, and less able to meet the needs of our members.

We could try to force a change by designating specific seats for specific constituencies. In fact, we discussed earlier (in 2017) the possibility of dedicating two seats to the NRF, for example, which is a very important partner of ours, but there was resistance to setting in stone seats for those types of representation.

So, we believe this proportional reduced size gives us the flexibility that we need and that our constituencies have really been asking us to provide them.

row2k: Can you explain the definition of an independent director, and what the mandate is on that piece?

Nobuhisa Ishizuka: It's not a congressional Ted Stevens Act act requirement, that is a USOPC requirement. The regime has changed from a voluntary compliance regime to an oversight audit regime, and it represents a compromise.

At one point the USOPC wanted to mandate a majority of independent directors, but through a process of negotiation, they've agreed to limiting it to one person on the board.

row2k: How do they define this independent seat?

Nobuhisa Ishizuka: The definition of independence is about a one-page long definition in the audit compliance requirements. It basically disqualifies people like parents of elite athletes or members of constituencies that are represented on the board.

For example, we have club representation on our board through the regional reps. If you are a member of one of those organizations, you can't be considered independent.

row2k: How strict would that be? Can I be a member of King's Crown RA, but then be considered an independent member because I am in a club in a different region as well?

Nobuhisa Ishizuka: If King's Crown is an organizational member of USRowing, then you would be disqualified from the independence definition. Another piece of the definition says that if you compete in USRowing age category events, for example, you would not be considered independent for these purposes. It's a really comprehensive definition, really broad, and it's really intended to capture the strictest definition of independence.

row2k: In the proposal, how would the four at-large positions be elected or appointed?

Nobuhisa Ishizuka: The same way that the two current at-large seats are appointed; there's a nomination process memo on the website that explains this in a little bit more detail, but at a higher level, we have a nomination committee of the board that's balanced and has on it representation from all the constituencies that are currently on the board - the athletes, the clubs, the at-large members.

It's a self-nomination process. Anybody who wants to apply for the at-large seats sends in the application. The nomination committee screens it, conducts interviews, and comes up with a recommendation that they present to the board. The board then votes.

Now having said that, for the at-large seats, the way the bylaws are written, and this will not change, is that the at-large seats technically are only voted upon by the regional representatives on the board, and the athlete representatives on the board.

row2k: And not by the sitting at-large members.

Nobuhisa Ishizuka: Not by the other at-large members. But the way it's always operated in practice - which is the way it should operate - is through the consensus of the entire board. So for as long as I've been on the board, and as far as I'm aware, the at-large positions have been unanimously appointed by the board. The nomination committee is very careful about not presenting candidates that would be divisive.

row2k: And then, as regards the change in percentage weighted voting, can you describe that in lay terms?

Nobuhisa Ishizuka: Let me try; right now, the 80/20 weighted voting is 800 for the clubs and 200 for the athletes. That corresponds to the current requirement that athlete representation on the board and all its committees constitute 20 percent of the entire board, so the weighting follows that.

Because the athlete representation requirement is being raised to 33 percent, the weighted voting through interpretation of the USOPC follows that, so the weighting would go from an 80-20 to a two-thirds/one-third weighting. That is not written as a mandate in the Ted Stevens Act; it's an interpretation of the audit compliance requirements by the USOPC, and we've confirmed this with them, that the athlete voting weight has to follow the representation percentage.

row2k: How would that work numerically if, say there are 1000 votes, 800 institutions and 200 athletes?

Nobuhisa Ishizuka: If you run the numbers, the current numbers are 1,106 organizational members - it dropped slightly because of COVID - and the athlete number is 311.

The way it works in the bylaws, it's a very straightforward calculation; you take 800 and you divide it by 1,106. Then you take 200 and you divide it by 311.

So under the new weighting, you would go to 667 divided by 1,100, and then 333 divided by 311.

Amanda Kraus: To confirm, for this vote it will still be 80-20.

row2k: Often, the question for members is "What is in this for us?" Can you outline the upside and benefits of the change? As I see it, there are different constituencies in play - individual members, institutional members, national teams, and, really, the general health of the organization and its ability to get things done - and sometimes there are factions and feuds within and across those groups. Some of these feuds are almost ancient at this point.

Amanda Kraus: That question comes up a lot, understandably. To me, the best way of answering that question is to ask people to connect the dots to say that the better USRowing can function, the better the governing body for the entire sport can function - from supporting the national team all the way through growing the sport, keeping athletes safe, beginning to have a relationship with the colleges, all of these different pieces - the better they will be served in terms of individual rowers and clubs. I know a lot of people don't see that direct connection, and understand I am saying "Well, the better we are, the better you will be," but I do believe that's true.

If we are able to strengthen our board, it will only strengthen the organization, which will strengthen the sport. That's how I see this, and not "What's in it for me when I get up to row a 6:00 AM?" No, you're not going to get cash in the mail, but sort of thinking bigger picture for the sport which then reaches everyone.

Nobuhisa Ishizuka: I think that's exactly right.

This is a difficult message to convey in a way that people get. I think Amanda's framed it exactly the right way. I guess one other way to look at it is it's like fixing the plumbing in your house.

The water seems to be running fine. You get hot water. You can take a bath. You can wash the dishes. Why do we need to change the plumbing, right? Because, in extreme cases, it's about to fail. It's deteriorating. It's going to cost more later on to fix it.

What do I get out of it right now? Nothing that's really tangible. But, if we don't fix it, then we are not going to be responsive. We are not going to be able to deal with sensitive issues that come up where we don't have expertise in the room, where we have to react quickly, and where we don't have good quality information. That's what at heart this is all about.

Let me give you one example.

Right now, we have two at-large seats - one filled by me, and one filled by Kevin Harris - and we don't have strong nonprofit leadership experience or a strong philanthropic presence on the board.

Fundraising is one of Amanda's top priorities. That is something that will definitely trickle down throughout the organization. We need a strong philanthropic voice - one that knows fundraising, one that knows how nonprofits operate, how to maximize the potential of the organization - because those are the sort of voices that would work most effectively with Amanda on her agenda, and would educate the board on what those critical needs are. We don't have those voices on the board.

row2k: As you've gone out and talked to folks about the proposal, what concerns have you heard, and would you like to address those? For example, one of the things that I picked up along the way is some members - or member institutions - feel that the power of the membership gets diluted by this.

Amanda Kraus: I feel there's a strong feeling that you're in one camp or you're in the other for USRowing for so many people that you're either solely focused on the national team or you don't care about the national team and the athletes, and you only care about the clubs and the membership and that 99.9 percent.

I understand why we've ended up there. I would love us to get away from that and say, you know, whether you're a middle-schooler in a club or you're an Olympian, you are a USRowing member, and we are responsible for all of those rowers.

I think because we've lived in such a world of scarcity, that's been the natural response. There isn't enough to go around, so we need to be very cautious and very territorial. If we can move away from that idea that one is going to be chosen and one will be left behind, and that we will bring all forward and lift them all up, we'll be in a better place, but I do think that that's a lot of the concern.

When people say, "Well, members are being left behind," I would say that's actually the opposite is what we're trying to do here, but that we have heard that concern, and I think that's because, if you look at the numbers, we're going from six regional reps to four regional reps.

If you're looking at numbers, yes, that's how that looks, but I would encourage people to think about it in a different way, which is that every member of this board is responsible for the future and the growth and success of the sport - regardless of where they live or what their constituency is.

Nobuhisa Ishizuka: The proportionality that we get I would argue is more representative of the members, because the ability to appoint voices that, for example, are more diverse or inclusive, or are stronger philanthropic voices, or have deep experience with the junior rowing community, or are very well-versed in elite sport, not from a narrow national team perspective but from an overall high-performance organizational perspective - having people like that on the board, I would say, are more representative of the interests of the broader community as a whole than maintaining six regional seats and the two vice chair seats.

On the factionalism and the silo question, under a 4-4-4 structure, I would argue we have less factionalism. Right now, the structure is 6-4-2-2. That is a very fragmented board. The other solution is to grow our way out of this issue. Keep the six representative regionals, increase the athlete representation to meet the one-third requirement, and do a 5-5-5 board, for example, or go to a 6-6-6 18-member board.

I would argue that, by going in the opposite direction, it will increase factionalism in the board because the larger a board gets, the more subgroups start developing within it, and then we have to go to an executive committee structure in order to get anything done, and the rest of the board starts feeling excluded. If we shrink the board and make it proportional, everybody participates together on every decision.

row2k: Two final questions. One, is there anything that we've missed; two, of the things we've talked about, what do you think is the most important or compelling piece for members to consider?

Nobuhisa Ishizuka: Vote yes for change.

Amanda Kraus: I went to Canal Dock Boathouse for an event with Arshay Cooper yesterday, and when walked in, Arshay introduced me to one of the coaches, and Arshay said "This is Amanda. She's the new CEO of USRowing." The coach said "Hi! Nice to meet you. I hate USRowing." I'm used to that at this point and I don't take it personally, but what I would like to do is to reinvent this organization, and I know that's not a switch that you turn on. I think that's a process, and that's going to take time and change, and people are going to have to see the change to believe that.

But I'd say that anyone who is excited about a new USRowing, an organization they can be proud of that's representing the sport that they love, can get behind this. This is the board, this is who shapes this organization.

So if they believe in that and believe in a brighter future, I think that they should get behind this, and be hopeful about it.

Nobuhisa Ishizuka: I've tasked myself to spend time thinking about the feuds that you described and really trying to understand the mindset and the needs of the membership - a tremendous amount of time, lots of one-on-one conversations, really digging into the whys, and the consistent message I get back is that we're out of touch, that we're remote, we're disconnected from the membership, we don't understand them, we don't understand what's going on.

If we keep things the way they are, things will continue the way they've been going. The only way to address the concerns is to make some meaningful change.

Help us put in a structure where we can start addressing specifically those concerns. Otherwise, just be prepared for more of the same. And if we don't do this now, when are we going to do it? How much longer do people want this situation to continue?

row2k: My impression is that having experts in these four at-large seats is the thing that you feel can make these changes possible. Am I accurate in this?

Nobuhisa Ishizuka: Yes, it's skills, experience, perspective. It's a fine line because we are not suggesting that we have an inadequate board right now, but structurally, we have to have the means to bring in functional expertise, different perspectives, more skills.

When I ask the question, "What leads to good decisions? What is the one thing that makes a board come to the decisions they should be coming to?" the answer is information - good information. If you don't have good information, you will not make good decisions. Under the current structure, we don't have the expertise, skills, and backgrounds to help the people running the organization.

If you try to function in a high-quality way without some expertise, you will not come to good decisions. You will not even get a good process for good decision-making. If you get people who are skilled, who have experience to bring broad perspectives into the room and really know what they're talking about, you will get much better decisions, and you will have a much better process.

row2k: One thing that occurs to me is that when non-rowers have come into rowing, only a few have been able to pull it off, because it's a small, largely insular community made up of people who have been in the sport often for their entire lives. Now and then, someone comes in, they have a vision, and it's a fit. As often as not, it's not a fit.

It's not just USRowing or the board; I've seen it in running row2k. When rowing folks intrinsically understand one another and other folks don't, success can become elusive.

So I could imagine folks saying, "Well, they just want a bunch of non-rowers in there, and they don't understand us."

Nobuhisa Ishizuka: Yes, and it's a sensitive topic, but in some ways you're describing an echo chamber. I can give you one example, and I'm not saying that we necessarily have to follow this pattern.

I was in Asia for 18 years. I am a long-time USRowing member, but I'm about as much of an outsider as you can get who still knows what rowing is all about. I came onto the board three years ago, and now I'm the chair. That says something about the need for internal candidates that others trust.

In any other situation, in any other sport or organization, how often does something like this happen, where the decision to head the board by default falls on the person who hasn't been the most immersed in the community for decades?

I'm not saying that we should have a vision of a board that is comprised of people like me. This is all about balance and proportionality. I keep coming back to that. The community, the members, they have to have a voice, they have to be represented. We're not taking that voice away. We're just asking them to help us balance it out.

It's a voice that isn't being exercised into its fullest extent presently because of low-voter turnout, and the fact that many clubs don't know who their regional reps are.

row2k: Is there anything else we've missed that you think is important?

Nobuhisa Ishizuka: We're trying to come at this in a rational way that we strongly feel is for the good of the organization and the sport.

People may want to read hidden motives into this, and we can't convince everyone that's not the case, but we're doing the best that we can. I think even just going through this process has engaged people who normally wouldn't be engaged because they normally wouldn't even be asked to be involved in the process. I think we've made huge strides in that people know more about what we're trying to do and why we're trying to do it, people who normally wouldn't have been contacted at all.

row2k: Along the way we have talked about how people don't necessarily trust the board, and there are grounds for this. There have been boards where, within a short time on the board, some had been hired as staff, had contracts, or similar. There have been folks who got themselves elected to make some money, and then others who were there just to choke out some ideas, or get more for the rowers in their program, so it has been that trust has been hard to come by but also often enough violated. Your effort is inheriting all that, and that's not an easy bag to carry.

Nobuhisa Ishizuka: That's the key word. The lack of trust. That has come through loud and clear, and trying to get to the bottom of that has been a large part of what my outreach has been about. I think I have developed an appreciation for exactly what you're talking about.

But the fact is, during informal surveys taken during three of the information sessions we conducted, there was overwhelming support for change--and a recognition that our proposal is positive for USRowing. I thought you would be interested in the actual survey data, which I will send.

We've been struggling to understand the reasons for the objections, given this data. One possible explanation is that while clubs desire change, they prefer it come from others. Another possibility is they prefer we grow our way out of the problem by adding at-large seats, which would only make us more unwieldy and unresponsive.

(You can find the survey data linked at the bottom of this page, with the most recent survey data from August 25 here).

row2k: What is the timeline for voting?

Nobuhisa Ishizuka: Voting opens on October 18th and closes at midnight on the 28th. The voting results become available on the 29th, and the nomination process for the athlete seats and the regional seats that are turning over opens on November 1st, the following Monday. We have on our schedule a board meeting on Monday the 1st to deal with any issues that come up.