Since my message to you of July 31 and our subsequent exchanges, I've been in contact with several Board members and officers. During these contacts I learned more about your concerns, which I appreciate as they're aimed at our shared goal of providing the ATA with the best possible Computerized Certification Program. However, I feel I must call your attention to certain facts which, to the best of my knowledge, have not been considered in the Board's deliberations.
I've been told that, at its meeting in Denver, the Board all but decided to issue a new RFP to corporate ATA members and/or to any other potential bidder, including software developers. Among the reasons for such action the following have been mentioned at different times:
1) Complaints about ALTA's reputation. This allegation was effectively disposed of after we showed that the references collected by the Task Force, which include one from a Certification Committee member, were unanimously laudatory of ALTA.
2) Need for consulting other corporate and institutional members of the ATA before a contract can be awarded to one member. I was informed that a consultation to ATA's legal counsel, **after** the Board meeting made it clear that there is **no** such need from the legal point of view as long as the selection is made based on objective factors. According to Mr. Glassie,
"Under the "excess benefits" law, there is a safeharbor for transaction with officers or directors as long as there is data as to comparables and the disinterested board votes at a meeting and minutes are kept. If there is a reasonable, arms-length business deal, there should not be any problems here either."
The objection by one corporate member to awarding the CCE contract to a "competitor" would be irrelevant even without the above-cited legal opinion. If that corporate member (JTG, Inc. or any other),were active in the professional testing (rather than language e-learning) business, it would have been found by the Task Force during its thorough and systematic search just as ALTA was. ALTA as a translation company is a competitor of mine just as it is hers. It is not a competitor of either of us as a company specializing in, and selling services of, computerized professional testing. Compare the websites http://altalang.com and http://www.jtg-inc.com .
3) Ownership of the software to eliminate dependence on third parties for the ATA's flagship program and ensure continuity if ALTA goes out of business or cooperation with it becomes impossible for any other reason. This continuity is supposed to be assured by having the testing software custom designed for the ATA by a software developer.
In my previous message I mentioned three important reasons why the Task Force has found such an approach impractical. Let me elaborate further on each of these reasons:
a) The ATA's Certification program, with 500 exams a year, a budget of about $100,000 a year and barely breaking even, is far from being large or rich enough to interest most software developers or to make developing custom software economically feasible.
b) The normal practice of software developers is to charge by the hour. This means that, if a developer interested in working with the ATA can be found, the ATA would assume an open-ended commitment as to cost, deadlines, and quality of product by placing an order with a software developer. Contrary to some allegations voiced at the Board meeting, the software in question is much more than a mere secure data transfer program; it involves a complex back-room management system, which is not apparent at the time of the exam, but whose proper design is essential for the smooth, secure, and confidential operation of passage archiving, updates, candidate sign-up, identification, passage assignment, exam text processing, etc. Attempting to have such software developed from scratch by an outfit that may not be familiar with testing procedures or languages, rather than using a proven and commercially operational system managed by an exprienced, language-knowledgeable staff may prove disastrous both financially and technically.
I recently contacted four software developers giving them the basic parameters of the ATA Certification Program and asking them for a proposal. Two never bothered to answer. One dropped out after the first exchange. The fourth one, http://c-prompt-dev.com, after four exchanges of e-mails, sent me an **estimate** for $35,000 for the software + licenses, registrations, and artwork (the actual charges are by the hour), which gives the ATA non-exclusive rights to use the software, i.e., **no source code**, which would be sold at an extra charge. No software maintenance, system management, or human tech support is included. No time frame is given for the completion of the design. "Managed" hosting on "semi-dedicated" server is offered as an option for $75/month (see http://www.c-prompt-dev.com/businesshosting.asp). These seem to be typical conditions for sale of custom-designed software. However, note that very few details of the ATA Certification Program's specific requirements, which are likely to inflate the cost, have been discussed with this outfit. I'll be glad to forward c-prompt-dev.com's "preliminary proposal" or the entire exchange with c-prompt-dev.com to you upon request.
c) The testing software, and possibly the server on which it runs, must be operated and maintained by specialized personnel, a task which, according to Terry Hanlen, the current ATA HQ staff is not prepared to undertake. Outsourcing software and hardware management and maintenance to third parties would defeat the purpose of ownership and would make the ATA dependent not on one, but on two or three different providers: i) the designer/maintainer of the software, ii) the operator of the testing system, and possibly iii) the operator of the server (hardware) if different from the developer or testing system operator. In all likelihood, none of these parties would assume full responsibility in the event of any problem.
In contrast, if the solution proposed by the Task Force is accepted by the Board, ALTA will be fully responsible for the design and maintenance of the software and the operation of the system on their own servers. By agreeing to keep the software source code in escrow, ALTA's proposal ensures ownership of the software by the ATA in the event cooperation with ALTA becomes impossible. The exact conditions for ATA taking possession in this case can and should be negotiated between attorneys and/or officers of the two companies. Until such need arises, however, if it does before technological development makes the entire system obsolete, ALTA will be the entity 100% responsible for maintaining the software they developed and for operating the complex testing system as they have done for other customers for many years.
4) The possible "perception" of a conflict of interest by having a translation company manage the ATA's Certification program. Please note that ALTA will manage the program only up to the point where the candidate submits the finished translation, whereupon ALTA forwards it to HQ for grading. ALTA will not be involved in the grading process or the notification of the candidates of the results. In addition, ALTA will have only the usernames and passwords of the candidates, but not their actual names. All this would effectively preclude any possibility of bias or conflict of interest even if the firewall ALTA has erected between its translation and testing businesses did not exist. While complaints by certain ATA members against different aspects of the accreditation/certification program, including the very principle of translator certification, have been voiced during its entire 30+-year history and would be voiced against any system that might be selected, the system proposed by the Task Force is demonstrably at least as bias-proof as the current pencil-and-paper exam.
5) Proper procedure. I believe the Task Force followed a proper, thorough, and objective selection procedure, addressing not only the technical aspects of the CCE project, but also its political aspects such as continuity and bias prevention. We also maintained communication with the Board by submitting reports to all three Board meetings held this year. We personally invited (twice) every ATA officer and Board member to visit the Task Force's Yahoo site where all the discussions and related documents are archived, and offered to provide any information or clarification any Board member wished to have. Unfortunately, we did not see the same openness and communication in the other direction. On the contrary, the Board took it upon itself to deliberate and make decisions without attempting to obtain some relevant information the CCE Task Force possessed and even without informing the Task Force of the decisions made. It accepted and acted upon complaints by individuals who had not been involved in the Task Force's deliberations or, having joined the Task Force, did not regularly follow its discussions and were unfamiliar with many of its important findings.
The Board's failure to follow the proper procedure of referring objections to the Task Force's recommendations back to the Task Force or to make use of the results of months of research and deliberations by the Task Force resulted in its wasting valuable time with non-issues such as those mentioned under points 1) and 2), and culminated in the potentially disastrous decision to issue a new RFP. This decision not only fails to take into account important technical and financial aspects as explained above, but, if implemented, may also have serious legal consequences: It was made months after an acceptable proposal was received, minutiously compared to other competitive bids, approved by the Task Force and the Certification Committee, and its full text distributed to at least 26 individuals directly (members of the Task Force, the Certification Committee, the Board, and the Execiutive Director) and possibly to an unknown number of individuals, **including potential new bidders**, indirectly by the primary recipients. Issuing an RFP at this point would be a time-consuming and possibly futile procedure serving no practical purpose, but carrying the danger of exposing the ATA to legal liability.
I'm sure that, upon careful consideration of all factors involved, you'll find that a new RFP would not serve the best interest of the Association from the technical, financial, practical, or legal points of view..
I trust you will agree that the proper action at this juncture is for the Board to accept the Task Force and the Certification Committee's unanimous recommendation based on well-documented, open-minded, thorough, and systematic research and thoughtful deliberations and authorize the Executive Director or the Certification Program Manager to sign a contract with ALTA without any further delay.