Over the past several years, the AAE Board has dedicated considerable effort to examining its composition, and processes by which leaders are identified and developed.
The AAE’s Board has long endeavored to introduce more diversity. In November 2019, the Board approved moving forward with utilizing Association Management Center (AMC) as consultants to lead the AAE through its Board Transformation Initiative. AMC provided the association with recognized top experts in association governance with first-hand knowledge of leading research on board composition practices. The Constitution and Bylaws Committee was assigned to this project and asked to bring a recommended structure to the Board for consideration. The approach utilized throughout the project considered leading practices while maintaining sensitivity to the culture of the AAE.
Methodology included a thorough review of AAE governance practices; interviews and surveys with key stakeholders, including current and past leaders of the organization as well as members from each District who have been engaged in the AAE’s governance processes; and consideration of leading practices of high-performing boards as identified in the broader research on this topic.
The The Constitution and Bylaws Committee brought forward the 2020-2021 proposal (outlined below) and the AAE Board reviewed and endorsed the committee’s recommendation at its 2020 Interim Meeting. These proposed Constitution and Bylaws changes were presented to the 2021 General Assembly at AAE21.
The 2021 General Assembly voted to refer the proposed Constitution and Bylaws changes relating to the Board Transformation Initiative back to the AAE for further study and a proposal back to the 2022 General Assembly. The Board Transformation Initiative Special Committee is charged with leading this effort.
The committee will review prior work on the initiative, gather and analyze relevant data, conduct meetings with members to gather input, and report its resulting recommendations to the Constitution and Bylaws Committee and the Board of Directors. The final report will be brought to the General Assembly for its consideration at AAE22.
Overview + Rationale for the 2020-2021 Constitution and Bylaws Proposal
The following is an overview and rationale explaining the 2020-2021 Constitution and Bylaws proposal brought forward to the General Assembly.
Increased diversity and better membership representation is critically needed on the AAE Board.
This is a long-held conviction of our Board. As part of its annual self-assessment, the AAE Board consistently identified board composition as an opportunity for improvement. It became clear that the only clear path to achieving and sustaining greater diversity, in its many different forms, is to transform the very manner by which our Board is composed.
Board composition relates to the Board’s success in building a board made up of individuals who truly represent the membership and contribute critically needed skills, experience and perspective to the association. Additionally, this responsibility includes a well-conceived plan to help the board identify and recruit members and cultivate officers, while examining and addressing gaps in areas of diversity such as expertise, race, ethnicity, age, and gender. The AAE Board desires to introduce more diversity on the Board. The AAE firmly believes that increasing diversity will strengthen the AAE Board and result in all members feeling that their perspectives and experiences are represented by the leadership.
The AAE Board can enhance its efficiency through structural changes.
The high-performance board, like the high-performance team, is diverse, competent, collegial and focused. Such entities do not simply evolve; they must be constructed. This is why we have taken the time to put forth a detailed and carefully considered plan that ensures heightened Board diversity and efficiency, and sets the AAE up for success – for the long run.
Research has shown that high performing boards average 15 members in size, and the method in which members of high performing boards are selected has shifted from a popular vote system to a an expertise-based system. Reducing the AAE Board’s size will enhance strategic discussions and the Board’s ability to be nimble in acting on behalf of the specialty.
The AAE Board reviewed and approved the committee’s recommendations at its 2020 Interim Meeting. These changes will be presented to the 2021 General Assembly for a vote.
Our Proposed Plan
The Board recognizes that the seven AAE regional districts have a historical importance, but that geographic location has become just one of many representational factors of importance to be considered when building a Board that represents the specialty as a whole. Further, how geography is categorized (states or urban vs. rural) may differ in relevance today when compared to the environment at the time the association’s original structure was developed.
The Board recommends a transition from a geographical representation of district directors to an entirely at-large director structure, with a total of nine directors selected based on demographic and skill-based diversity factors. Geography will be one of the diversity factors considered.
The AAE Board believes that these recommended changes will improve the AAE Board’s composition by streamlining its size and formally ensuring diversity of demographics and skills. The recommended changes apply leading practices to the organization’s governance structure and leadership development approach. They also position us as a forward-thinking and high performing board – in short, best-in-class.
A detailed transition plan has been developed. Of note, Districts that are due to select directors for terms beginning in 2022 will conduct their regular nomination processes. The remaining structural changes will be phased in as current terms end, and 2025-2026 will be the first year with a fully re-formed Board in line with the new recommended structure.