Problems With The SIA Board Of DirectorsBy John Honovich, Published Apr 27, 2021, 09:54am EDT
The Security Industry Association (SIA) Board of Directors suffers from fundamental problems, lacking transparency, accountability, and democracy, effectively operating as a secret society.
Inside this report, based on our analysis of SIA's rules and participation as a SIA member for the past 2 years, we explain the problems including:
- Illegitimate elections where SIA members are given no choice in Board Members
- Board Members selected by a secretive process of SIA insiders
- Board Members given extra years of Board membership at the discretion of SIA insiders
- SIA Board Chairman selected secretly and without a legitimate election
- Results in SIA Board Members beholden to positions of SIA insiders, as insiders can easily throw Members off the Board, sans a legitimate election.
SIA Electroral Process
On paper, SIA has a formal electoral process, as defined in SIA's Bylaws, e.g., excerpted below:
Illegitimate Board Elections
However, in practice, SIA insiders (the secretive 'Nominations Committee') pick the exact number of Board members they want and members have no effective choice. Members must elect every candidate together or reject them all, resulting in a Soviet-style election.
Candidates do not campaign or even explain how or what they plan to do or have done as SIA Board Members.
Secretive Process of Board Member Selection
The SIA Nominations Committee creates a list of candidates each year, effectively deciding the outcome of the election without any membership engagement. The Nominations Committee was, until last month, actually proscribed from selecting more candidates than there are open spots. For example, if 3 Board spots were open, the Nominating Committee was previously prohibited from nominating more than 3 people, resulting in an even greater sham election.
After IPVM lobbying this year, this was changed to allow more candidates than spots, though how this improves things, given SIA insiders tight control over who they nominate remains to be seen.
Extra Years At SIA Discretion
SIA insiders can award bonus years on the Board by selecting preferred Board members to be on the Executive Committee. Like the general Board Nomination process, SIA insiders effectively pick whomever they want.
A Board Member can get up to 10 additional years this way, without any member election, as the SIA bylaws explain:
The maximum consecutive period an individual can serve on the Board in a voting and Officer capacity is from the time of his or her first election as a Director until the fourteenth (14th) succeeding annual meeting, first having been elected to two (2) terms (four (4) years) as a Director, two (2) years as Treasurer, two (2) years as Secretary, two (2) years as At-Large Officer a two-year term as Chair and a two-year term as Immediate Past-Chair.
Chairman Secretly Selected / No Real Election
Likewise, the Chairman of the Board of Directors is an equal or more secretive process, with even insiders who spoke to IPVM not understanding how this man is selected.
The process is closed and does not involve the participation of membership at large. There is no competitive process, no campaign, no discussion of ideas, just insiders picking the man they want.
Beholden To Insiders
In totality, this encourages SIA Board Members to accept the directives of SIA insiders or risk being removed from the Board by insiders. A Board Member who takes a stand that SIA members may support cannot appeal to SIA members as SIA insiders can simply pick who they want or do not want to be on the Board, without any meaningful election or transparency about what happens within SIA.
This transforms what SIA claims to be an 'election' into a secret society where insiders hold power, benefiting themselves but hindering SIA from reflecting the broader interests and needs of the membership and industry at large.
Don Erickson, the CEO of SIA, provided IPVM with the following statement in response to our concerns:
Earlier this year, SIA directed its Bylaws Committee to review the association’s Bylaws and recommend improvements to foster greater member engagement and transparency in our governance procedures. This comprehensive project was envisioned as being completed in two phases. On March 23, the SIA Board of Directors approved the Committee’s recommended changes pertaining to the association’s committee structure, the Board nominations process, and membership categories. Information about these changes was communicated to the SIA membership on April 5th. In the coming weeks, the Bylaws and Executive Committee will conduct the second phase of potential Bylaws updates including possible modifications to how SIA Officers are identified and nominated consistent with other national trade association recommended practices. We recognize there may be proven practices by other organizations that could become formal SIA governance policies after careful analysis, input from SIA members, and deliberation. Any further amendments to the SIA Bylaws could be presented to the SIA Board of Directors for approval at its fall meeting.
We are glad that SIA is taking some steps but remain concerned that steps are insufficient and that SIA insiders are motivated to maintain their effectively secret society at the expense of an open, transparent, and democratic process.
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