Concerns about DC Sail

[Rafael Pedicini]

An open letter to:

National Maritime Heritage Foundation (DC Sail) Board of Directors

(please forward this to the full board of directors)

As a member and donor of DC Sail, I am writing to express my concerns regarding the direction of the organization. After talking with regular Monday, Wednesday, and Thursday sailors this summer, we realized there is no representation from the adult program on the board of directors, something that many members believe would be beneficial to the quality of programming that DC Sail offers. I know of multiple adult program regulars who are interested in joining the board and have nonprofit board experience (not me), so in September I reached out to Traci asking for information about board elections, as well as the bylaws and 990s, since this information is not available on the website. A month later she provided the documents but no information about board elections. I replied to inquire about the yearly election process outlined in the bylaws (Nominating Committee, etc), as well as I emailed the president of the board, Tim Dickson, asking to meet to learn more about the board and the election process. It has been four weeks (and a follow-up) since then, and I have not received a response. I am disappointed in Traci and Tim’s decision to not engage, so I am writing this open letter to the board of directors.

There is a lot of goodwill towards DC Sail in the adult program with drinks well attended every Monday, Wednesday, and Thursday after sailing, and I think a board representative could fundraise a significant amount of money from the adult program. I know multiple members who have offered to fundraise or help improve DC Sail (boat maintenance, cleaning, programming, merchandise, legal/docks, etc) and all have been deflected, denied, or ignored by Traci. Also of concern is the decline in the quality of the sailing program over the years. For example, experienced sailors used to be able to sail on windy days, but now as soon as the wind gusts 13 knots (15 mph) sailing is canceled*; a spinnaker class and sailing used to be offered, but not anymore**; and walk-in rentals on the weekends used to be fine, but now reservations close at noon on Friday, no exceptions***. Unfortunately, it has become clear that Traci does not feel she has any accountability to the members of the organization (note that I think Cam has done a great job and DC Sail would be significantly worse off without him).

After reading through the bylaws and 990s, and doing some additional research, there are a few governance issues where the board is seemingly ignoring the basic requirements set forth in the bylaws. I was hoping to talk to Tim about these before bringing them to the attention of the board and the membership, but with no response, here they are: the bylaws set a 9-year term limit for all board members (three consecutive 3-year terms), but 6 board members have served for 10+ consecutive years (have been on the board every year since at least 2014); the bylaws create the office of the Secretary of the Board to "preserve in record books the full and correct minutes of the proceedings of all [board] meetings", but the office of the secretary has been left vacant for 3 years; and according to a well-placed source, there haven’t been board elections (or a Nominating Committee) for "a few years", despite the yearly requirement to do so.

I grew up sailing at Community Boating in Boston (CBI) https://www.community-boating.org/about-us/board-and-corporation/, going from beginner to competing in regional Club 420 regattas as a teenager. I have found their community sailing programs and organizational governance to be top-notch. At CBI the bylaws and director term info are publicly available on their website, and board meeting minutes are available upon request. CBI is a member-driven organization that allows sincerely interested members to apply to join the corporation, which is then responsible for electing the board of directors — a format that I hope DC Sail will consider moving to at some point.

The board of directors has the legal obligation to follow the bylaws and ensure that the executive director is capable of running the organization. Below are a set of basic requests for good governance and transparency that I hope the board will fulfill:

• Share the Articles of Incorporation with the membership (these are referenced multiple times in the bylaws but have not been shared).
• Share recent board meeting minutes with the membership.
• Name a Secretary of the Board in accordance with the bylaws. The office of the secretary is important for good governance, and 3 years is too long to leave it vacant.
• Share with the membership how many terms each director has served and when they are up for re-election in accordance with the bylaws.
• Create a Nominating Committee to replace the term-limited directors (I believe there are 6) in accordance with the bylaws. Do this transparently and allow interested members of the organization to apply to join the board (and don’t pull any shenanigans like changing the bylaws to remove term limits, or reducing the number of seats on the board).
• Conduct a performance review of Traci, including confidential feedback from employees and members of the organization.

Sincerely,

Rafael Pedicini

*I offered to help run a Fresh Breeze sailing class (winds 12 to 26 knots) and on-the-water testing, but I received no response from Traci.

**I offered to fundraise the money for a new spinnaker and pole (if that’s what’s needed), as well as help teach the class, but I received no response from Traci.

***I offered to fundraise the money for technology improvements so reservations can remain open as long as boats are available (e.g. a tablet with internet access, etc), but I received no response from Traci.