Thursday, July 14, 2011

Lack of Diversity on the Taxpayer Funded Independence Visitor Center Corporation's Board of Directors

Of the 18 Members of the Independence Visitor Center Corporation's ("IVCC") Board of Directors, the IVCC Appears to Have 16 White Directors, 2 Black Directors, and Zero Directors of Either Hispanic or Asian Origin

The Independence Visitor Center Corporation ("IVCC") operates the Independence Visitor Center ("IVC") at Independence National Historical Park ("INHP"), a unit of the National Park Service ("NPS"), in Philadelphia. The IVC is owned and operated by the United States of America - National Park Service, which then has sub-contracted with the IVCC, a taxpayer supported 501(c)(3) public charity, to manage the IVC. Some of the most important moments in American history transpired at INHP: the drafting and signing of the Declaration of Independence and the drafting, debating and signing of the Constitution of the United States.

The Independence Visitor Center itself is situated just across the street from the Liberty Bell Center, which houses the iconic Liberty Bell that has come to symbolize America's freedom for many different groups: the early patriots, the abolitionists, those fighting for women's suffrage, and many seeking freedom throughout the world. As the gateway to INHP -- the place where America's freedom was established and where this great melting pot of diversity was born -- the IVCC should be quite cognizant of maintaining a governing Board of Directors that represents the great diversity of Philadelphia and America as a whole. Unfortunately, the IVCC has instead created an insular and homogeneous Board of Directors that does not reflect the diverse constituent base which funds the IVCC and which the IVCC serves.

The QuickFacts data recently released by United States Census Bureau along with the 2010 Census data provides an empirical look into America's diversity. In brief, in America, on a national scale, the four racial categories with the highest populations are as follows: 63.7% non-Hispanic White, 16.3% Hispanic or Latino, 12.6% Black, and 4.8% Asian.

In Pennsylvania, the four racial categories with the highest populations are as follows: 79.5% non-Hispanic White, 10.8% Black, 5.7% Hispanic or Latino, and 2.7% Asian.

In Philadelphia County specifically, the breakdown is as follows: 43.4% Black, 36.9% non-Hispanic White, 12.3% Hispanic or Latino, and 6.3% Asian.

In summary, more people in Philadelphia are Black than any other single race, and persons of Hispanic (or Latino) and Asian origin constitute a substantial portion of Philadelphia's population.

If the IVCC sought to establish a meritorious Board of Directors which was also representative of the racial composition of Philadelphia, the breakdown of its eighteen-person Board of Directors would be more similar to the following approximation: eight Black Directors, seven non-Hispanic White Directors, two Hispanic or Latino Directors, and one Asian Director.

Unfortunately, the reality of the IVCC's Board of Directors' composition is much less diverse and less representative of Philadelphia's racial composition.

Based on a surface analysis of the IVCC's Board of Directors presented in the IVCC's 2010 Annual Report, the actual breakdown appears to be as follows: sixteen non-Hispanic White Directors, two Black Directors, zero Directors of either Hispanic or Asian origin.

Below, the data is included in a table that shows what the IVCC Board membership would be if it were to be approximately proportional to Philadelphia County's racial populations. The column to the right reflects what the actual IVCC Board membership appears to be:


Race
Proportional to Philadelphia Population
Actual IVCC Board Membership
Black
8
2
Non-Hispanic White
7
16
Hispanic or Latino
2
0
Asian
1
0
 
In December 2010, The Urban League of Philadelphia released a study on the racial composition of Philadelphia area boards of directors (note: The Constitutional Walking Tour and this blog are neither affiliated in any manner with nor endorsed by the Urban League of Philadelphia). In introducing the Urban League's findings, Patricia A. Coulter, the President and CEO of the Urban League of Philadelphia, wrote on the importance of diversity:
"In order to fully make the case that Philadelphia and its surrounding communities are desirable places to live and do business, we need to have the companies that call this region home better reflect the communities in which they serve and do business."
In the Urban League report, David L. Cohen, Executive Vice President of Comcast Corporation, reiterated the importance of diversity on corporate boards:
"The importance of diversity on public company boards of directors should no longer be a matter of debate. This is the case both because diversity is the 'right' thing to do and because it is a business imperative to have one's entire company--from the board through the workforce--reflect the diversity of our country and region."
Corporate Governance - Executive Leadership and Accountability
From 2001 to the present, a senior partner at Ballard Spahr, LLP (“Ballard Spahr”) has been in charge of the corporate governance with the Board of Directors of the IVCC. From approximately January 1, 2002 to December 31, 2006, Lynn Axelroth, Esq., senior partner at the law firm Ballard Spahr, served as the Chairwoman of the IVCC. After Ms. Axelroth had completed her five-year term as Chairwoman, Ms. Axelroth concurrently continued to practice with Ballard Spahr, the IVCC’s primary paid-for law firm providing legal counsel, and has continued to serve on the IVCC’s Board of Directors according to the IVCC’s 2010 Annual Report.

From approximately January 1, 2007 to the present, John Estey, Esq. has served as the Chairman of the IVCC. While serving as Chairman of the IVCC, Mr. Estey was also: i) Chief of Staff to Pennsylvania Governor Ed Rendell from January 21, 2003 to February 14, 2008 and ii) senior partner at Ballard Spahr from February 15, 2008 to the present.

From November 19, 2001 to April 26, 2010, the IVCC's operation of the Independence Visitor Center was governed by the NPS's Special Use Permit through which the IVCC managed the IVC "subject to the supervision of the [NPS's] Superintendent" and "consent of, the National Park Service." Further, NPS senior officials have served on the Board of Directors of the IVCC. For example, according to the IVCC's 2007 Annual Report, both Mary A. Bomar, former Director of the NPS, and Dennis R. Reidenbach, then Superintendent INHP (currently Regional Director, Northeast Region, NPS) served on the IVCC's Board of Directors. The IVCC and NPS have even proclaimed that they would like the public-private partnership between the IVCC and NPS to serve as a model for other parks in the NPS system across America.

In addition to the NPS's officials serving on the Board of Directors of the IVCC, the NPS also touts the following about "Workforce Diversity":
"We want to accomplish a workforce that is representative of the American people and work sites that are highly effective due to the contributions of the variety of American people that we employ. We want the National Park Service to continue to be a strong organization into the 21st century despite the changing demographics of this country. We must continue to work toward creating an environment where workforce diversity is understood, valued and embraced, where there is an absence of bias, and where the mission is achieved through collaboration and teamwork. We must continue to move vigorously toward a workforce that reflect the diversity of American society at large and employs the best talents of all groups. This is good business for America and it is good business for the National Park Service."
Considering that since 2001 the NPS has funded the IVCC with over $8.25 million to date, the NPS's senior management officials have served on the Board of Directors of the IVCC, the NPS has governed the operations of the IVC since the "people's visitor center" at America's Birthplace was opened in 2001, and that the NPS values diversity, the NPS should have managed to attain greater diversity on the IVCC's Board of Directors.

The Board of Directors for the IVCC -- the corporation that operates the main visitor center at America's Birthplace in Philadelphia -- should be particularly aware of and representative of America's diverse heritage and the diversity of Philadelphia. In addition to the NPS officials serving on the IVCC's Board of Directors, both a Mayor's Representative from the Mayor of Philadelphia and a Governor's Representative from the Governor of Pennsylvania serve on the Board of Directors of the IVCC, and the United States government, through the National Park Service, has given the IVCC $850,000.00 annually since 2001. When elected officials and government agencies maintain close ties to a private corporation, one would think that that corporation would do everything reasonably possible to ensure that its governing body was more representative of the area in which it operates and the public which funds its operations. Unfortunately, the reality with the IVCC does not appear to be so.
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Note: The figures used in this report were collected from publicly available documents. That said, there is limited information on the IVCC's Board of Directors given the IVCC's opaque operations whereby the IVCC has litigated to block disclosure of its records under the Pennsylvania Right to Know Law, in spite of the fact that the IVCC is taxpayer supported public institution which should have nothing to hide. For example, the IVCC has even refused to release the public charity's Bylaws and its Board of Directors' Meeting Minutes. As such, where there are not data points expressly detailed in publicly available documentation, the data above are best estimates based on the information available. If and when additional information or documents that are related to the diversity of the IVCC's Board of Directors become available, the data in this blog entry may be revised.

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Exhibits:
*IVCC Annual Report for 2010.

*"Opportunity at the Top: Leadership and Diversity of Corporate Boards," Urban League of Philadelphia, December 2010.

*Biography of John Estey, Chief of Staff to Governor Ed Rendell, from the Commonwealth of Pennsylvania's website.

*Special Use Permits issued by NPS to the IVCC for the operation of the Independence Visitor Center.

*IVCC Annual Report for 2007.

*The Board of Directors of the IVCC.

*Axelroth, Lynn; Proclamation for Five Years as Chairperson of the Independence Visitor Center Corporation, issued by Governor Ed Rendell, December 22, 1996.

*Op-Ed pieces in the Philadelphia Daily News from The Constitutional Walking Tour and, in response, from Jim Cuorato, President and CEO of the IVCC, December 2009.

*PDF of NPS web page, "Workforce Diversity" (http://www.nps.gov/diversity/index2.htm), retrieved June 16, 2011.