Why was this Resolution submitted for consideration?
The Resolution was submitted to encourage discussion on the governance structure of TCC and to determine the best leadership structure for the organization going forward.
What were the research findings on other Alaska Native organizations?
- Almost all Alaska Native organizations have a hired CEO (or president) position.
- TCC is currently the only Native health and social services delivery organization within Alaska that has an elected Chief/Chairman/President.
- Tlingit & Haida is the only Native organization that elects their President. The President is elected every 2 years, but there are no consecutive term limits.
If the Chief/Chairman and President position is split into two roles, will the Chief/Chairman position be paid?
Currently, the Chief/Chairman and President’s salary is determined by the Executive Board. If the position is split, the Full Board of Directors may defer to the Executive Board to establish salaries and/or benefits for both positions.
If the Chief/Chairman and President position is split into two roles, what will each position be responsible for?
- The Chief/Chairman:
- Elected every three years by the Full Board of Directors, with a 2-term consecutive limit.
- Will provide leadership and management of board activities to include presiding at all meetings of the member villages, the Full Board of Directors, and the Executive Board of Directors.
- In partnership with TCC’s Full Board of Directors, Executive Board and Executive Management Team to help set strategic direction for TCC, and oversee progress with Full Board Resolutions and the TCC strategic plan.
- Is a TCC employee.
- Is subject to all Board and employee policies and eligibility requirements.
- The President/CEO:
- Is hired by the TCC Executive Board of Directors.
- Shall supervise and manage the business, employees and daily affairs of the organization.
- Shall be managed by the Executive Board of Directors with ongoing performance evaluations.
- Is a TCC employee.
- Is subject to all Board and employee policies and eligibility requirements.
In summary, if the Bylaw change passes, how are the roles defined?
- President/CEO: Oversees the day-to-day operations of the company.
- Chief/Chairman: Provides political leadership and overall strategic direction for the company.
If the President/CEO is hired, how long is he or she in this position?The hired President/CEO will remain in his/her role until they resign or he/she are terminated by the Executive Board. The position will be comparable to other TCC employees, and subject to the same HR policies and employee expectations.
Was the position of Chief/Chairman and President ever split in the past?
Yes, the Tribes voted to separate the positions during the 1980s. Previously both were elected positions with the Chief/Chairman elected annually at the annual spring convention, and the President was elected every three years.
The current structure has worked all these years, why would we want to change it?
While some tribal members feel that no change is needed, and others have expressed concern over how much TCC has grown, and the experience needed to run our complex organization in a way that protects it and helps it grow to meet the needs of our people. Splitting the roles may provide more stability throughout the organization.
What are the potential benefits of splitting these roles?
- The Chief/Chairman may reside in his or her village, which could make it possible for more leaders across our region to consider running for this position since they would no longer have to relocate to Fairbanks.
- The Chief/Chairman would have the ability to focus additional time and resources to tribal and community development, and the advocacy work that is so critical to our future. The CEO/President can focus on the daily work that is so essential to TCC’s ability to continue delivering quality services to our Tribes. The CEO/President will also be able to prioritize the daily needs of the staff and our programs, sister organizations, community partners as well as support the advocacy work of the Chief/Chairman and the Executive Team.
- Opportunity to determine the level of professional experience required by the President/CEO in order to manage our high-level and complex business operations effectively.
- TCC’s constant change in leadership was identified as a risk/weakness to our organization both by financial investors and an outside Malcom Baldrige consultant through a 2021 business SWOT (Strengths, Weaknesses, Opportunities, Threats) analysis. Hiring a permanent CEO/President (although like any employee still subject to meeting performance expectations) would mitigate that risk/weakness.
- The change may help with recruitment and retention of employees, given that job uncertainty due to constant changes in leadership has been a factor as to why highly qualified candidates do not apply for jobs at TCC. The uncertainty has also been noted in exit interviews with prior employees, as a reason employees leave TCC.
What are the potential drawbacks to splitting these roles?
- Some have expressed concerns regarding potential overlap and role confusion. However, this will be avoided with clearly defined roles for the Chief/Chairman and President/CEO.
How are changes made to TCC’s Bylaws?
- Resolution 2022-22 requires a special meeting in November for the Full Board of Directors to vote whether or not to amend TCC’s Bylaws to separate the Chief/Chairman/President roles into two positions.
- TCC Bylaw changes or amendments require a majority vote from the Full Board of Directors. Per TCC Bylaws, a majority vote is defined as “a majority vote of the quorum present” which equals to half plus one of those present.
During the Special Convention in November, can the Full Board of Directors vote to change any part of the Bylaws?
No, the current Bylaws state that alterations, amendments, repeals or new bylaws may be adopted by a majority of the Directors present at any regular meeting or special meeting, if at least thirty (30) days written notice is given by certified mail. Written notice will be sent out in October for proposed amendments only related to the splitting of the Chief/Chairman and President/CEO position.
What happens if the Full Board of Directors votes to split the position and amend the Bylaws?
- The Executive Board will begin the process of hiring a President/CEO to manage TCC day-to-day business operations.
- The Full Board of Directors will elect a new “Chief/Chairman” at the 2023 annual spring convention for a three year term.
What happens if the Full Board of Directors votes “no” to split the position and amend the Bylaws?
The Bylaws will not be amended and the Full Board of Directors will elect a Chief/Chairman and President at the 2023 annual spring convention for a 3-year term. The newly elected Chief/Chairman and President will continue to be responsible for both roles.
If the Tribes vote to split the position and amend the Bylaws, when does the change take place?
If the Bylaws are amended to split the positon, the Bylaws are effective immediately. However, the current Chief/Chairman and President will continue to serve in both roles until both positions are hired and elected. The Executive Board will start establishing the hiring process and qualifications for the President/CEO position and may interview and hire a candidate. The Full Board of Directors will elect a new Chief/Chairman at the 2023 annual spring convention.