Miami Chamber Expected To Make Several Structural Changes

By Samantha Joseph
Leaders of the Greater Miami Chamber of Commerce are expected to approve plans to significantly alter the charter and bylaws of the 97-year-old institution, chamber officials say.

Legal documents drafted this month would create the chamber’s first board of directors, slash the number of key volunteer officials and strip the board of governors of almost all decision-making powers.

Chamber sources say the move would modernize the chamber, which incorporated in 1907 and has not made significant changes to its rules in more than 20 years.

"What we’ve done now is totally change the governance structure," said Bruce Colan, a member of a committee created in December to reevaluate the group’s administrative makeup.

Mr. Colan, a partner at law firm Holland & Knight LLP, authored the amended and restated articles of incorporation and bylaws. He said the proposed changes, which would limit term lengths, would allow a greater number of chamber members to hold administrative posts. He suggested that the move would quell dissatisfaction among members who felt they could not advance despite strong job performances.

"We are an organization of business," Mr. Colan said. He said the move would allow for more merit-based opportunities.

Under the proposed rules, holders of most leadership posts would be limited to two one-year terms. "Most terms were one-year, but people could be re-elected and re-elected," he said.

Another amendment would see the size of the chamber’s two governing bodies significantly slashed at the end of their members’ terms in June.

The 55-member executive committee would become an 11-person group that would be the chamber’s key decision-maker, and the 140-member board of governors would dwindle to 100.

"As you can expect, it’s difficult to get a lot of decisions made in a collegial fashion with 55 people," said Chairman Peter Roulhac. He said the large committee was useful for garnering a broad cross-section of views but crippling to the group’s efficiency.

The governors, whose only remaining formal duty would be to ratify the selection of chamber president and CEO, would meet quarterly. An inaugural board of directors would have 45 members who would be responsible for approving policy. Like the executive committee, the directors would meet monthly.

"What this means is we’re going to a corporate model," said Mr. Roulhac, vice president of community development at Wachovia National Bank. "We very desperately needed to take a look at governance and the way we conducted business."

The changes are part of an overhaul prompted by the departure of longtime CEO William O. Cullom.

"It was another reason to evaluate and see where we were," Mr. Colan said. "We were operating like this for a long time. With all the changes, it was time to take a look. You start to look at how you are governed and how you should be governed."

The proposals are to go by April before chamber leaders by April, who are expected to make a decision by May.

Chairman Peter Roulhac will take over daily management of the Greater Miami Chamber of Commerce while the group seeks a permanent replacement for former president Isilio Arriaga.

The chamber has set no timeline for finding a new president.

Mr. Arriaga resigned March 12, forcing the chamber to seek a new person for its top staff position for the second time in less than six months since the retirement of longtime leader William O. Cullom.

Mr. Arriaga said he left to pursue private interests. His departure coincides with significant governance changes that include a slashing of the 55-member executive committee to 11 members.

"I will continue to ensure that the chamber’s work is moved along until we can get a current president named," said Mr. Roulhac, a senior executive with Wachovia Bank.

The decision to continue without an interim president followed a March 22 meeting of the chamber’s selection committee. "The search remains open," Mr. Roulhac said. "We had four candidates on a short list, and we are looking at others."

The four candidates were among top contenders during the chamber’s most-recent recruitment effort, which resulted in Mr. Arriaga’s hiring as president and CEO.

"These finalists are still in play," said Lorraine Reigosa, director of communications and public relations, "but the selection committee wanted to look at a couple of others."