Official and permanent membership meet once a year to elect the Board of Directors and the President. Between these times the interim committee handles most items with limited authority. The Board elects its own Chair (sometimes referred to a the Board President), Treasurer, and Secretary of the Corporation.
The Chairman of the Board is a non-executive Chairman with the President elected by official and permanent membership being the chief executive officer of Kentucky Equality Federation and its affiliates. Former President Jordan Palmer and the Board of Directors made sweeping changes several years ago to get Board members out of day-to-day operations and make the Board an oversight and legislative body for Kentucky Equality Federation and its affiliates. This included extensive changes to Bylaws, ratified by official and permanent membership.
At the time, former Chairman Richard T. Jones and Secretary Dean Byrd also called the changes necessary.
Former President Jordan Palmer called the changes "a must" to make the Board of Directors "a truly independent and oversight board; management can justify any action so long as management also makes the sum of board members. Without an independent body supervising management, management has complete authority to run amok without answering to anyone. Without an independent Board you effectively have a "clique," that can do or say anything without consequences. A key attribute of an effective board is that it is comprised of a majority of independent outsiders; a board with a majority of insiders is often viewed as being stacked with sycophants, especially in cases where the executive and the chair are the same person."
In 2011 Palmer also pointed out: "Most non-profits and private companies now have or are seeking independent boards. Most now require that a minimum of two-thirds be independent. Having a chair and a president who are one in the same is toxic to any corporation, non-profit or for-profit. I am proud of the changes we have instituted at Kentucky Equality Federation and our affiliates."
Kentucky Equality Federation also took advice from published reports resulting in sweeping changes in the role of the non-executive Chair of the Board of Directors:
SmartMoney, eHow Money, the International Non-Profit Society, and Harvard Business School concur the role of non-executive Chairperson and that of the President should remain separate. According to Harvard Business School and the International Non-Profit Society, "Appointing a ‘Non-Executive Chairperson of the Board' is the single most decisive step that a Board can take to force systemic and truly effective change in corporate governance.”
The interim committee of Kentucky Equality Federation's official and permanent membership confirmed Temporary President Joshua Koch as the ex officio President.
Limited text of the Interim Committee for Official and Permanent Membership:
Whereas President Jordan Palmer transferred unconditional and complete executive authority to Vice President of Policy and Public Relations Joshua Koch on May 07, 2012 as permitted by Board Resolution 2011-006 due to critical medical reasons.
Mr. Palmer has not established a date to return to Kentucky Equality Federation and official membership is not aware if Mr. Palmer will even return to his position as President.
If Mr. Palmer does not return to his position, this is truly the end of an era for equality and fairness in Kentucky. From Mr. Palmer protesting Governor Fletcher and later Representative Fischer (1) for saying 'gays had not suffered enough,' sponsoring a Soulforce Equality Ride, forcing school boards to allow Gay-Straight Alliances, rallying at Northern Kentucky University and the Hazard Pavilion forcing policy changes, organizing the first gay marriage license in Lexington and Louisville, assisting in restoring the Kentucky AIDS Drug Assistance Program (KADAP) to successfully pushing the first federal hate crime, the accomplishments and compassion of Mr. Palmer cannot be measured. These are only some of the accomplishments of a great man who puts the needs of others before his own.
Given the great accomplishments of Mr. Jordan Palmer as president, the interim committee prays for a speedy recovery and that if willing, he will return to Kentucky Equality Federation as its sitting President.
Resolved, Mr. Koch is the rightful successor to Jordan Palmer and since Mr. Koch is currently the Temporary President, we find him to be the ex officio President and chief executive officer as of this date. Mr. Koch may serve the remainder of Mr. Palmer's term and seek another term at the next official and permanent membership meeting in November 2012.