Summary of Restructuring of the ACPeds Governance Process

May 2022

Introduction and Purpose

With the assistance of Mr. Fred Laughlin, a consultant specializing in nonprofit governance, the Board of Directors (Board) of American College of Pediatricians (ACPeds) conducted a months-long review of its governance model to determine how it could more efficiently and effectively serve the ACPeds members. This process resulted in:

·       Identifying changes in the ACPeds bylaws to align more closely with the principles of ideal governance.

·       Introduction of a 20-page Board Policies Manual (BPM) as a governance management system.

Changes made to ACPeds Bylaws

The purpose of the Bylaws is to allocate authority from the ACPeds (American College of Pediatricians) members to the Board. The Bylaws typically deal at the strategic level such as establishing the organization’s mission and vision; identifying member qualifications, voting rights, and responsibilities; describing the number of Board members as well as their terms, qualifications, and responsibilities; listing Board duties, authorities, and meeting requirements; designating officers, the process for their election, and the responsibilities; and the process for amending the bylaws. While the previous ACPeds bylaws addressed these basic requirements, there were several areas where the bylaws could be brought more in line with the principles and best practices of good non-profit governance.

After much deliberation at two separate Board meetings, the Board unanimously approved the following amendments to the Bylaws.

The updated copy of the Bylaws can be viewed here.

The primary changes are as follows:

·       Adjust the number of Board members from the present 3 to 15 to the proposed 10 to 14. (IV.2)

·       Allow up to 25% of the Board to be non-Fellows. (IV.2)

·       Increase Board terms to 3 years with the limit of two terms. (IV.2)

·       Reduce an officer’s term of office to 1 year with a limit of 4 consecutive terms (4 years), or not beyond their term of Board membership. (V.2)

·       Employ an uncontested process for electing Board members, which relies on the Nominating Committee, not the members, to select the best candidates for Board service. (IV.4)

·       Continue to elect President by Membership, but elect other officers by the Board of Directors. (V.2a)

·       Eliminate Immediate Past-President as an officer or member of the Executive Committee. (V) He or she shall continue to chair the Nomination Committee. (IV.3)

·       Transfer the description of committees from Bylaws to the Board Policies Manual (BPM). (IV.14)

·       Change the requirements for amending the Bylaws from unanimous to a 75% approval by the Board. (XII.1a)

Board Policies Manual (BPM)

The BPM is a compilation of all standing Board policies. It represents the voice of the entire Board speaking to sound governance principles and best practices. Because the BPM is the voice of the entire Board and not just the President or a faction of the Board, it has the stability to keep it operative year-on-year, even with frequent changes in the Presidency and Board members.

Although all Boards have policies, far too many rely on implicit, unwritten policies rather than explicit, well-documented policies. Implicit policies tend to morph over time, are subject to varying interpretations, and are often established by the most senior or loudest person in the room. Explicit Board policies are documented policies, available for everyone to see and understand. They describe how the Board will use the authority granted by the bylaws to carry out its governance duties. They address questions like:

·       Articulation and confirmation of strategic direction such as vision, mission, values, and strategic planning.

·       Expectations of the Board as a whole, its commitment to transparency, civil discourse, strategic thinking, and corporate rather than personal loyalty.

·       Expectations of Board members regarding attendance, open-mindedness, committee leadership, and maintaining confidentiality.

·       Committee structure, formation, and role in supporting the Board and Executive Director.

·       Meeting conduct, use of a consent agenda, pre-meeting materials, minuting, and resolution of differing views.

·       Relationship between the Board and Executive Director, the expectations for his/her performance, the annual evaluation process, and the scope of his/her authority.

The BPM contains these policies and more. It acts as a governance management system, addressing four of the five principles of good non-profit governance – transfer of authority from the Board to the staff, trace of accountability from the staff to the Board, Board speaking with one voice – in writing, and the Board committing to excellence.