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Why make the Executive Director a Member of the Board?

By Marcel Mongeon posted 01-05-2009 09:23

  
First a big Happy New Year to everyone and then a congrats to the AUTM for the revamp on the website. Being able to post blogs like this might help stimulate some real debate.

Now to the point of this entry:

I was pleased this morning to read in my e-mail a ballot for some by-law changes to the AUTM by-laws. After navigating through the rather difficult ballot to actually determine what by-law changes were being proposed, I was disappointed to see the proposed change related to making the Executive Director an 'ex officio' member of the Board of Trustees.

Why my disappointment?

First, the nature of this proposed change was poorly publicized.

Second, no rationale was given for the change; and

Third and finally, because making the senior staff member (the CEO effectively even if we do call it the Executive Director) of an organization a member of the body (the Board of Trustees) that is responsible for managing the CEO flies in the face of current trends in corporate governance and practice.

There is no question that a CEO will be available to the Board of Trustees as required - the CEO is, after all, the Board's only direct employee. However, in order to ensure effective management of that employee, it is more appropriate that the CEO not be a member (even ex officio) of the same deliberative body that, at time, may have to make some tough decisions outside of the presence of the employee.

What can you do about this?

Simple, VOTE NO on the first by-law amendment. Ensure the independence of the Board of Trustees from the staff function.

Marcel Mongeon
4 comments
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Comments

Vicki Loise
01-12-2009 11:26

Responing to Brad's question about meeting attendance. Limiting attendees at a Board meeting to Board members only is a parliamentary rule, not an AUTM rule. If you don't define who can attend the meeting it defaults to Board members only.

Brad Brockbank
01-06-2009 14:28

Vicki, et al: Nice job on the new website features. I hope people will contribute (61 views of Marcels blog but only 2 comments?) and enrich the knowledge environment for all of us.
I see Marcel's point. I think Lee and Vicki make reasonable responses. I don't know how weighty this issue really is and don't want to contribute too much to a "much ado about little." But this is maybe one of those issues that seems minor until it doesn't. I would like to know if the Board considered amending the bylaws to allow attendance at Board meetings by the ED (and staff) -- if that is the crux of the matter as Lee and Vicki imply -- rather than specifically making the ED a board member. Bigger issue: why are Board meetings limited to Board members at all? That provision seems archaic and should be eliminated, making the need for ex-officio status of the ED a moot point.
Brad Brockbank

Lee Heiman
01-05-2009 11:57

Happy New Year AUTM colleagues! Your points about publicity and rationale are well taken; as we become more familiar with the new website, this should be addressed. Please understand that the ED position is still relatively new to AUTM, and not currently contained in the Bylaws; this amendment makes clear that the ED has the right to attend Board meetings, but as a non-voting member. Your point about oversight is a very good one, and I would like to assure the membership that we take that responsibility very seriously. At essentially every Board meeting, we go into Executive Session, excuse the ED and other employees of the Sherwood Group (AUTM’s association managers) from the meeting, and discuss her and their performance. This proposal does NOT change this practice, and we will continue to exercise our oversight function out of the presence of Sherwood employees. I thus recommend that members vote YES on this Bylaw change. Best regards, Lee Heiman, AUTM VP for Industry Relations

Vicki Loise
01-05-2009 11:08

Marcel, you win the prize for First Blog on the new website. I am delighted to see this tool put to use.
Now on to your point. The reason for the Bylaw change is really a technical one. Parliamentary rules limit attendance at board meetings to the members of the board, unless specific written provisions indicate otherwise. The AUTM Board of Trustees does welcome guests to its meetings when appropriate. However, it seems counter-intuitive to provide the Executive Director "guest" status when this person is required to attend the meetings by nature of their position. The Board of Trustees can, and does, go into executive session when it needs to discuss issues which would put the Executive Director in a conflict situation.
I hope this provides a clearer picture of the reasoning behind this change and I look forward to seeing continued discussion on this and many more topics.
Vicki Loise
AUTM Executive Director