Task Force on Board Relationships - 1993

REPORT OF THE AD-HOC COMMITTEE ON FINANCES

The Ad Hoc Committee is of one mind that there never has been any intent by anyone to compromise the integrity of the Grapevine operation.

To the contrary, your committee is impressed by the maturity of the Grapevine performance, visibly demonstrated by the positive financial condition of the A.A. Grapevine, Inc. and, more importantly, the impact that the Grapevine has had on the Fellowship.

The transfer of that portion of the Grapevine's excess cash to the General Service Board Reserve Fund which represents unearned subscription income does, however, raise a legitimate question since it constitutes a change in the operational relationship.

(It is noted that these amounts technically belong neither to the Grapevine, the General Service Board, nor even the Fellowship; they are monies held for Grapevine subscribers. Functionally, however, they represent a semi-permanent deferred liability since, on a going-concern basis, it is unlikely that they will have to be paid.)

Control and administration of these monies as part of the General Service Board Reserve Fund by a central investment committee offers sound management advantages of financial flexibility, increased income, and greater availability of assets to all operating entities.

Your Ad Hoc Committee recommends that the Grapevine's unearned subscription income be handled in the following manner:

4.

It is further recommended that both the A.A. Grapevine, Inc. and A.A.W.S. boards have representation on the Finance Committee and its Investment Subcommittee.

Dear Gordon:

You have asked me to write an "advisory memo," giving my views on the relationship between the Chairman of the General Service Board and the General Manager of G.S.O. and related matters. In this, I am guided by the Concepts and by my experience, both in the corporate world and at G.S.O.

The Trustees clearly have responsibility for A.A. World Services and the Grapevine, and their Chairman is the leader of the Board of Trustees. However, the mechanism for discharging this responsibility is provided through the operating boards: AAWS and AAGv. These Boards are chaired by Trustees and include among their members at least two General Service Trustees and two Regional or At-Large Trustees. So there is plenty of liaison between the General Service Board and its subsidiary Boards; and additionally, the G.S.B. always has the power to remove or replace any or all members of the subsidiary Boards. So the G.S.B. has the means to effect any change it desires -- through the subsidiary Boards.

The General Manager of G.S.O. is a paid hand who is responsible to the A.A. World Services Board. He serves as President of AAWS, largely for legal reasons, but he is still an employee of the AAWS Board. He is, in effect, the Chief Executive Officer of G.S.O. -- both the publishing side and the service side. But he has nothing at all to do with the A. A. Grapevine. His only direct connection with the G.S.B. or its Chairman arises from the fact that the G.S.O. staff is also the secretariat for the G.S.B. and its committees and the General Manager supervises the staff. As a matter of courtesy, of course, he keeps the Chairman of the G.S.B. informed of any developments in the Fellowship which he should know about. Otherwise, it is inappropriate and contrary to the Concepts for the Chairman to try to act directly through the General Manager, or for the G.S.B. to interfere directly in the operation of AAWS. The same constraints apply to the relationship between G.S.B. and AAGv or its Managing Editor (now "Publisher"?).

We talked about developing a statement so the G.S.O. staff could answer questions from the Fellowship about what has transpired at the Grapevine. I told you I felt very strongly that it was inappropriate for anyone at G.S.O. to be involved in any way with Grapevine matters, or to comment on them. In a couple of calls I received from past Trustees asking me what was going on down at the Grapevine, I told them I honestly did not know, did not want to know, and felt it was inappropriate for me to comment on it even if I did know. And that's the truth.

In view of the above. I feel the use of Ad Hoc committees to by-pass the operating Boards is a great mistake. If the G.S.B. (or its Chairman) believes either operating Board is guilty of such gross mismanagement that the G.S.B. must interfere (and that's generally a bad idea -- see the Concepts) , it should first make its views known to the Chairman and the other Trusteedirectors. If they stubbornly refuse to act, the G.S.B. should exercise its right to remove some or all of the Directors and replace them. As drastic as that move would be. I sincerely believe it would be less damaging to the morale of both the operating Board and the staff than the use of an Ad Hoc committee. If I were a Trustee-director or plain director of a Board which you chose to by-pass with an Ad Hoc committee, I most certainly would resign in protest -- thus relieving you of the task of removing me!

When I opined that the G.S.B.'s actions were not in accord with the Concepts, you said, "Ah, but you forget Bill says in the Concepts that they should not be cast in stone but should be open to change as circumstances change in A.A." Okay. I agree. Change the Concepts when necessary -- through the Conference, of course --but don't just ignore or evade them when the whim strikes you.

This applies to the present move of the Trustees Nominating Committee to bring in Directors of AAWS and AAGv from other parts of the country. Although I can't argue with the rationalizing that today's swift transportation makes it possible to get in. I submit to you that this will not only deprive the operating boards of needed professional skills. but even worse, will throw the whole process into the arena of A.A. politics. This will become simply a new avenue for the good old boys and the past Delegates to make Trustee after all. Mind you I am biased because if the proposed change had been in effect when I was invited to become a Gv Director. I would never have made it in a thousand years. Because I was not a past Delegate nor involved in the Area structure in any way; nor was I even particularly interested in becoming a Director. So I wouldn’t have been here at all. Neither would you have had John Bragg, Bob Hitchins. Martin LeBoutillieri Chuck Hanson, Ed Small. Walter Murphy -- nor (to move to the present) Bill Croke, Des Towey. Jean Smith or Tom Jasper. There is no possible way that I or any of these people could have been introduced into the "system" except by retaining the present method of choosing directors.

As for the idea of the Trustees Nominating Committee deciding which Director will be nominated to be a General Service Trustee, that completely disenfranchises the operating Boards. The present Concept is that the subsidiary Boards are entitled to two representatives on the G.S.B. And surely their fellow directors are best fitted to know which of their own would make the best Trustee -- subject to the check-and-balance of Trustees Nominating Committee approval. of course. Sure, as you point out. there are Regional and At-Large Trustees who resent this seemingly "easier, softer way" of becoming a Trustee. Why? Because the present method removes the General Service Trustees largely from A.A. politics. This idea of "electing" General Service Trustees has been suggested several times by the Conference, but has never gotten anywhere, thank goodness. Woe is the day it is adopted!

I think this about covers the subjects we discussed. Now aren't you sorry you asked? But after all, I am supposed to be a Senior Advisor, so thank you for letting me perform that role.

To: Gordon Patrick

Subject: Organizational consideration

Background of this memo

This memo is in response to your request for my thoughts about the present organization of the General Service board's responsibilities and ways in which it might be modified to be more responsive to the Boards needs.

I believe your request had its origins in the recent difficulties of the Grapevine; nevertheless any changes should be primarily for the better handling of matters from any quarter of the Board's responsibilities rather than to provide a solution specifically related to the Grapevine.

In the Grapevine case I believe you experienced problems in implementing the General Service Board's overall responsibility for the Grapevine, in that the person responsible for the executive function and the subsidiary board responsible for oversight initially took a different view of the concerns of the General Service Board, with the result that there was a need to find a channel for action separate from either of those two.

From a structural point of view the General Service Board is equally vulnerable to such a problem originating in A.A. World Services. Consequently if there is a fundamental structural problem it is with the entire concept of subsidiary corporations rather than specifically with the Grapevine.

If on the other hand the problem relates only to operating practices within the present structure it can appear in one or the other subsidiary only as a result of a long period of neglect or misdirection, rather than any structural defect.

Therefore The following discussion compares the present structure with one in which the subsidiary corporations, as such, are eliminated and their functions discharged by management employees directly responsible to the General Service Board.

I would like to add a personal comment before proceeding. My tenure as an employee of A. A. W. S. (and, for that matter, of the General Service Board) terminates November, 1989. No change of any significance to the present situation could possibly be effected by that time. I therefore have no personal stake in the outcome of this matter.

Discussion

There are many ways in which the responsibilities of the General Service Board could be assigned. Concept VIII and pp. 53-56 of the discussion of Concept XI contain Bill W.'s ideas on the subject, and they defend the present arrangement, both the use of subsidiary corporations to divide responsibility, and the separation of the Grapevine into a. separate entity. As discussed below. I believe that the first point is the only major concern in the present environment.

Figure 1 is a sketch of the present arrangement.

This diagram highlights the fact that the General Manager of G.S.O. does not have a formal organizational relationship with the Grapevine. His or her responsibilities to the A.A.W.S. Board are for the operation of the office, and also include staff activities in direct support of the General Service Board. This latter category is indicated by the dotted line in the diagram and includes such things as the Trustees' committees and the role with respect to the Conference and the Regional Forums. However it is important to note that the General Manager's responsibilities to the General Service Board do not include oversight of the Grapevine, which has a separate board for that purpose.

In the discussion of Concept VIII and on pp. 53-56 of the discussion of Concept XI Bill considers and dismisses a number of organizational alternatives to this arrangement. Apparently there was a good deal of pressure in those days to change the organizational treatment of the Grapevine.

I believe that most of Bill's alternatives were in the nature of straw men. One however is surely more efficient in the conventional sense, and most closely resembles the way an outside organization would probably proceed. The General Service Board would meet monthly or would create a single subsidiary operating board or operating committee to meet monthly. Under that board a chief executive would administer an organization in which the Grapevine would appear as a division; perhaps something like:

The most significant points for and against the revised organization appear to be:

AGAINST

FOR

There are a host of other considerations advanced in the concepts and by others which I think are less important than the above. It's my own opinion that numbers 4 and 5 are valid, and that numbers 2 and 3 are not. However I think that number 1 is valid, and that it overrides the others. In fact, the chief executive of G.S.O. as it is now configured is perilously close to possessing, or having the possibility of accumulating, too much power and influence. After all, he or she is an alcoholic, and no single alcoholic individual should ever have as much power in the fellowship as this individual could accumulate.

Of course the parallel structure of A.A.W.S. and the Grapevine should not be taken to mean that the Grapevine should automatically have all the relationships with the General Service Board that A.A.W.S. has, as though those could be conferred by fiat rather than develop as a result of operational needs. A.A.W.S. staff has supported the Trustees, the Conference and the groups since it was formed and it is because of those relationships (not that A.A.W.S. is a publisher) that there are interactions between the general manager and the staff with the trustees which are nor duplicated for the Grapevine. It they were, then a different set of qualifications should be demanded of the manager and the alcoholic staff of the Grapevine than are necessary for the publication of a magazine.

Another point is that the financial level of the Grapevine operation was 11% of the total GSB operation in 1985. This would not add substantially to the managerial burden of a combined operation.

Conclusion

I believe that there are inefficiencies in the present structure that would not be acceptable to an organization based on practical operating criteria rather than tradition.

However I believe that the ultimate test Alcoholics Anonymous must pass is adherence to tradition. And in that respect the diffusion of authority that presently exists in the separate subsidiary boards and managements is a blessing, not a curse. In particular the establishment of a single executive in a position directly responsible to the General Service Board for all its activities is a position of more power and visibility than can be tolerated. Potential abuse of that power could have consequences much more serious than the painful process we have just been through.

On the other hand I believe the recent Grapevine problem could only have arisen through a long period of misunderstanding of the interplay in our Concepts between the right of decision and ultimate authority. For example the idea that a senior employee of the Boards should have exactly the same rights as volunteer trusted servants needs to be reexamined. Employees, particularly senior ones, are hired to help the Boards fulfill their responsibilities. Employees should not have the same protection in the service structure as trusted servants. Their protection is in how well they do their jobs, and in enlightened and compassionate personnel management. After all, our traditions distinguish between trusted servants and special workers.

This appeared to be questioned during the recent difficulty. If we are concerned about possible arbitrary or ill-informed actions taken by a group of alcoholics such as a board of directors, we should be that much more concerned about excessive power or independence of a single non-rotating alcoholic.