Description of the Proposal and Summaries of the Executive Committee's and Board's Discussions

Sigma Xi Board of Directors Proposal on Governance Changes

August 1998

Introduction
During the last annual meeting we heard reaffirmation of a number of the concerns we have all heard in recent years regarding the nature of our Society's governance. In particular, many delegates expressed their growing frustration with Sigma Xi's cumbersome and complex governance structure and procedures. Former President Bob Frosch, in several of his American Scientist “From the President” editorials, referred to some of the peculiarities of our governance system and the problems they create, the most notable of which is detracting from the Society's ability to focus on issues of real substance when it is mired in complex parliamentary and other governance procedures. The most commonly cited problems can be distilled into a number of key concerns that focus on the structure and operation of the Board of Directors and of our Constitution and Bylaws. The following recaps those concerns as well as offers, as a point of departure for discussion, two major steps to addressing these problems:

Sigma Xi's Board of Directors is too large. Tipping in at 31 members, Sigma Xi's board is one of the largest around with very diffuse and vague responsibilities amongst the board members. Moreover, the cost of convening the board, upwards of $20-30,000 or more, makes it virtually impossible to convene the board more than once a year. This makes it very difficult to keep the board acquainted enough with activities and issues facing the Society to make informed decisions. In order to have a governing board that is fully engaged and informed, it would need to be half of its current size, which would bring its size much more in line with most societies and allow it to meet more frequently and deliberate issues more completely.

Complex and, in some cases, inconsistent election procedures for board members. Over the years the manner in which members come to serve on the board has evolved into a complex array of procedures and precedents. For example, committee chairs are nominated by the President and elected by the board but have over time essentially become de facto appointments by the current President at the time a committee chair becomes vacant. Similarly, Directors-at-Large are presumably elected to represent at least in part the constituency of the members-at-large but are not elected by the members-at-large but rather by chapter delegates. In fact, members-at-large have no constituency representation on the board. Regional directors are nominated by a regional nominating committee. In many regions it has become increasingly difficult to recruit candidates to serve on such committees and, once elected, committee members have frequently found it difficult to find new candidates to stand for election to regional director positions. Finally, in many regions regional directors are often elected by a small sample of the chapters included in the region at the regional assemblies of delegates.

Restructuring the procedures by which some board positions are allocated would help improve both the ability to represent relevant constituencies in the Society's governance and insure access to the full array of future candidates within the Society's constituencies.

Directors-at-Large have insufficient responsibilities in board operations. Directors-at-Large serve as the Committee on Awards and on some other committees but have few other responsibilities. As noted earlier, they are also elected not by their presumed constituency but instead by the chapter delegates as a whole at the Annual Meeting. This is done because, perhaps until recently, no effective way was available for about 80,000 members, including about 8,500 members-at-large (who otherwise have no representative on the Board), to elect them.

Regional structure alone seems insufficient to capture all the relevant constituencies in the Society. While the regional structure has proved to be a convenient and flexible way to group the Society's chapters for governance purposes and, in some cases, increasingly for programmatic purposes, many chapter delegates argue that other groupings are just as relevant and perhaps more so for some purposes. For example, institutions of similar type often have similar concerns and objectives. Research universities may have problems very different from industrial laboratories or small colleges. International groups or members-at-large may have similar problems that do not fit cleanly into the existing regional structure. Once elected, of course, board members have a responsibility to act on behalf of the Society as a whole, but finding formal ways to recognize other constituency groupings amongst the Society's chapters (in addition to geographic ones) could help find common ground for many program initiatives.

Many of the concerns distilled into the four groups noted above are simply the result of 112 years of evolution of the Society's Constitution and Bylaws and the various experiments, particularly in the last several decades, designed to recast and broaden the vision of the Society's future. Revising the structure and process of the Society's governance could be achieved quite smoothly if the overall objectives of the Society constitute the principal compass for that revision. A reasonable approach is to effect the changes in two phases: (1) restructuring the board to make it smaller, more effective, and more representative of the Society's constituencies and (2) streamlining the process of governance by revising the Constitution and Bylaws to eliminate unnecessary processes and procedures while retaining the core features of governance.

Governance Proposal
It is proposed that Sigma Xi's Board of Directors would be composed of the four officers of the Society (plus the Executive Director would be without vote) and 12 directors defined below, for a total of 16 members. The officers of the Society include the President, Treasurer, President-elect, and the Immediate Past President.

Six directors would be elected (one each) from the existing six geographic regions of the Society. The remaining six directors would be elected from identified constituency groups in the Society, initially defined by the following: one from among the non-U.S. chapters (designated Canadian and International), one from the members-at-large (elected by popular vote from the membership at large), and four elected by constituencies identified by institution type, initially defined using the classification established by the Carnegie Foundation for the Advancement of Teaching, namely (1) research and doctoral universities, (2) master's (comprehensive) colleges and universities, (3) baccalaureate colleges, and (4) industry and government laboratories, other specialized institutions, and area groups. Chapters are already assigned a default designation among these groups but could petition to change their designation, e.g., if a university chapter merged with a number of other chapters to form an area group.

Directors associated with constituency groups would be nominated and elected in the same manner as the current regional directors' process except that the electing bodies would be the constituency groups rather than the regional assemblies. The constituency groups would be convened in much the same way (and in addition to) the regional assemblies. Delegates would participate in both a regional assembly and a constituency caucus leading up to and in the course of the Annual Meeting.

Associate Directors for each region or constituency could be elected, one for each region or constituency group, to assist in coordinating regional activities but would not sit on the Board except to serve as a substitute for the director of that region or constituency group.

Taken all together this proposal streamlines the current board in a balanced way, eliminates the awkward mechanism of committee chairs being de-facto appointments to the board, and makes all directors accountable to the representative constituency groups that elect them. Finally, with a board of 16 members the body could convene more frequently (at least twice per year without additional budget impact) and focus on issues at a policy level of abstraction as opposed to the more detailed management reports and briefings that have sometimes become customary in meetings of the board in recent years. More frequent interaction would allow members to become more familiar with the policy issues facing the Society and, as a result, could permit more informed discussion, debate, and action by all members of the board. Committee chairs would be invited to attend as issues needing their participation arose on the board agenda.

Some Related Constitution and Bylaw Revisions
The restructuring of the board would automatically cause some substantial revision in the Constitution and Bylaws. The following are some of the proposed changes, but others could emerge as well, all with the aim of simplifying the governance procedures while still retaining the essential features of representative governance by the chapters:

As is essentially current practice, the Constitution and/or Bylaws would codify that no Member may hold two (or more) of the sixteen director or officer positions simultaneously and board members are limited to two consecutive three-year terms.

Eliminate all committee definitions from the Constitution and Bylaws (with the possible exceptions of the Executive, Nominating, and Finance Committees), making creation of such committees policy decisions of the Board. Committee chairs would be appointed by and serve at the pleasure of the President (with a confirming vote for appointment by the Board of Directors). Term limits for service on committees could become policy and precedent without having to define them in the Bylaws, particularly since committee chairs would not necessarily be board members.

Streamline all reporting procedures at the annual meeting so that information can be provided prior to or perhaps following the meeting without the necessity of having them automatically on the agenda for the Assembly of Delegates.

If successful in their current trial, codify the voting procedures currently being implemented on a trial basis to promote the widest possible participation by chapters in the governance process.

Appendix I

Summary of Exeuctive Committee Deliberations on Governance Reform Proposal

The objectives of the Executive Committee deliberations were to propose governance reforms that decrease the size of the Board, incorporate the resolution from the November 1997 Assembly regarding committee chairs membership on the Board, and make the Board more representative in ways that it is not currently representative. The Executive Committee discussion during its January 16, 1998 meeting centered around the "Preliminary Draft - Board Restructuring Proposal" and included the following exchange of ideas:

There was extensive discussion about the role of regions in the Society, some feeling that a different way of organizing the chapters was more appropriate and likely to generate common interests within groups. Others felt the current regional structure works quite well but that some mechanism for adding representation by constituency groupings would be beneficial. In the end, the Committee concluded the only realistic solution was to adopt a hybrid approach that preserved the essential dominance of the geographic groupings through regions with the replacement of current "directors-at-large" with directors elected by institution type groupings of the delegates. This modification would add a new and important dimension and level of accountability to the Society's governance structure. The Committee favored referring to all elected directors simply as "directors" with the mechanisms employed for their election defined in the proposal.

The Committee deliberated at length regarding how to define the "constituency categories." The Carnegie Foundation for the Advancement of Teaching (CFAT) classification turned out to conveniently define categories that aligned well with the academic groups generally recognized by the Committee as groups with common interests. The following is a summary of the CFAT classification as it maps to the Sigma Xi active chapters.

CHAPTERS BY CONSTITUENT TYPE (academic chapters according to A Classification of Institutions of Higher Education, Princeton, NJ: The Carnegie Foundation for the Advancement of Teaching, 1994)

Seventeen of these chapters would initially constitute the Canadian/International constituency.

There was some discussion of the proposed director that would be elected by the members-at-large. A number of committee members observed that despite repeated attempts to encourage members-at-large to affiliate with chapters, there are about 8,500 members-at-large who are currently unrepresented in the elected governance structure. The Committee observed that direct election of officers and directors-at-large of the Society by the entire membership has been voted down by the Assembly of Delegates several times and confirmed by a poll of the membership but that, in this case and essentially as a last resort, no other practical mechanism could be devised and that direct election of this one director by the members-at-large was the only practical way to elect a director to represent that constituency.

The Committee also discussed a "6/6" arrangement, or "House" and "Senate" arrangement, whereby six directors would be elected by regional delegates at the Annual Meeting, and six directors elected by popular vote of the membership. This proposal was not accepted due to the fact that direct elections were twice defeated in the Assembly of Delegates and confirmed by the poll of the membership, as noted above.

There was some discussion about the potential confusion introduced by the addition of constituency groups. The proposal prescribes that chapter delegates belong to two constituency groups, namely, a geographic region and an institution type. Chapter Delegates would meet and vote in each of the two groups during the Society's Annual Meeting.

The subject of international representation was discussed beginning with the observation that two committees of the Society, the Regions and International Committees, felt that the importance of international representation on the Board was not that the international members numerically represented a large number of people, but that they represent a very different constituency that the Society wants to grow. The Executive Committee resolved the discussion by concluding that the "international" region, subsequently viewed in the Board as the Canadian/International Constituency, included in the proposal seemed to address both this concern as well as the stated objective of the International Committee to provide an opportunity of the largest non-US constituency, the Canadians, to elect a member since initially the Canadians would dominate the Canadian/ International Constituency in terms of the number of chapters and, hence, the number of voting delegates. This was seen as an interim measure for chapters outside the U.S. and could easily be reviewed and changed in the future, depending on the growth of chapters and members in Canada and outside North America.

As a result of the extensive exchange of ideas about how the Society might best achieve the stated objectives to decrease the size of the Board, incorporate the resolution from the November 1997 Assembly, and make the Board more representative in ways that it is not currently representative, a motion was made, seconded and unanimously agreed to recommend to the Board the revised the Preliminary Draft - Board Restructuring Proposal.

Appendix II

Summary of Board Comments and Deliberations Regarding the Proposed Governance Reform Proposal

The following summarizes the comments received from board members regarding the Executive Committee's March 1, 1998 proposal for governance reform and the subsequent revisions as they were finally approved by the Board, first in principle on June 15, 1998 and in approving the formal language on June 26 and August 5, 1998.

Most initial comments received expressed support for the direction of change and the structure proposed. Some board members acknowledged the compromise nature of the proposal and observed that it was not all they wanted but it was a move in the right direction. A number of board members simply registered unqualified support for the proposal. Several board members had some serious reservations, however, and this summary reports on those comments. In many cases these same reservations were discussed at length leading up to the final proposal put forward by the Executive Committee and extracts from the Committee's deliberations are included to provide both the rationale of the Committee in adopting its position, as well as a point of departure for discussion in the subsequent board deliberations on the proposal.

The bulk of the initial comments received focused on the proposed board seat elected by non-US members, comprising in some respects a de facto Canadian/International "region" as characterized in the proposal. The following summarizes the comments on this topic, followed by a somewhat briefer description of several other issues raised by at least one, but in most cases only one, board member.

Board seat elected by Non-US Chapters
The key area of concern was the board seat assigned to be elected by chapters outside the U.S. One board member, who circulated his comments to the entire board, felt that the proposal should reflect a board seat for a "Canadian Region" instead of one elected by all the international (non-US) chapters. Other members, however, felt conversely, i.e., the small size of the Canadian membership would represent too much of a disproportionate representation and some felt even a seat elected by all the non-US chapters would, at this time, be assigning a seat to a disproportionately small segment of the membership. Further, one member felt that the mixture of non-US and US chapters in the existing regions provided an important dimension to deliberations in some regions and that an "international" region would eliminate that constructive interaction.

Some of the confusion in this area may stem from interpretations of the formal action already taken by several committees. As background, the following is the formal action taken to date in this area:

Chronology of Formal steps taken by Committees on a "Canadian/International Region"

The resolution passed by the General Assembly on March 10, 1996 reads: "The Board of Directors of Sigma Xi [should] examine the Society's current regional structure, make appropriate recommendations, and take appropriate action, to establish additional regions, where required, particularly a Canadian Region, or an International Region, or both for groups outside the US."

Pursuant to this resolution, then President Fred Robbins asked the International Committee "to undertake an initial study of the resolution and provide the Committee's recommendations in regard to this issue." The Committee reported to the Board on March 4, 1997 with several recommendations: to create a Canadian Region, to anticipate a future recommendation of creating an International Region as circumstances warrant, to have the Committee on Regions address the issue of regional representation on the Board of Directors with special respect to the Northwest Region which, by virtue of its relatively small number of members and chapters, appears to be over-represented on the Board, and lastly that all these recommendations are made with the understanding that the total number of regional directors remain fixed.

On behalf of the Board, then President Frosch referred this report to the Committee on Regions for deliberation and resolution of the issue of representation on the Board as specified in the recommendations. The Committee on Regions established an ad hoc Subcommittee for fact-finding and deliberation, and the Subcommittee's recommendations to the full Committee on Regions contained two items: First that the Canadian chapters should meet at each Annual Meeting; secondly, that a Director-at-Large be elected by Canadians, which would require changes in the Society's Constitution and Bylaws. After reviewing and discussing these recommendations, the full Committee on Regions decided on a different approach and on November 20, 1997 approved unanimously a report which has yet to be presented to the Board for discussion, debate, and action and which has three planks: "(1) the Canadian Chapters attending Annual Meetings of the Society should be encouraged to meet outside of the Regional Assemblies in order to discuss appropriate matters, (2) one member of the Board of Directors should be an active member of a Canadian Chapter, appointed by the President to represent Canadian societal concerns, and (3) adequate International and Canadian representation on the Board should be a primary consideration in the on-going discussions regarding the long range governance of the Society."

In the discussion of this issue in the Executive Committee, the Committee reflected on the International Committee's protracted debate about the size of a proposed Canadian region and the subsequent Committee on Regions discussion. As noted above, both of those committees came to the conclusion that while numbers matter somewhat, the qualitative difference between issues of interest to non-US chapters were of sufficient difference to consider treating them separately. Moreover, the Society's Bylaws provide for periodic revisiting of regional boundaries and this could eventually provide a way to eliminate arbitrary international boundaries at some point. In the end, the Executive Committee compromised in that it felt that the Society had committed itself over the last ten years to becoming more international and the Society had gone pretty far down the road through the committee actions toward establishing a de facto "international region" to demonstrate resolve in that direction. The Executive Committee recognized that this "international region" would be dominated initially by the Canadians who have more chapters than any other country outside the US. In future years, depending upon chapter growth in non-US countries, realignment of the regions could precipitate a broad realignment of regions eliminating international boundaries as a distinction.

In addition to the above key area of concern, a number of other concerns or suggestions were put forward by individual board members, i.e., in each case the concern was expressed by one board member and in one case similar concerns were expressed by two board members. The concerns and suggestions were the following, each of which will be addressed in detail following this summary: (1) concern over elimination of the Committee chairs as ex officio board members, (2) a proposal to use a formula-based allocation of board seats based on membership size of various constituency groups or, equivalently, a concern that Board members selected through constituency groups, the international "region," and members-at-large may not reflect proportional size constituencies, (3) a desire to eliminate the Committee on Regions, (4) a desire to have the officers of the Society elected by the membership rather than the chapter delegates, (5) a suggestion that a "director-elect" be encouraged for the regional directors to minimize the time it takes a regional director to learn the ropes, (6) concern over removing definitions of the standing committees from the Bylaws/ Constitution, (7) concern over having committee chairs (no longer necessarily board members under the proposal) serve at the pleasure of the President, (8) concern over removing the formal requirement for committee reports from the Assembly procedures, (9) concern over method of selecting associate director, and (10) concern over the method of breaking ties in board votes.

Concern over elimination of the Committee chairs as ex officio board members
One board member expressed this concern, arguing that some committee chairs should serve ex officio on the board. The Executive Committee discussion of this topic started with a review of the resolution passed by the Assembly of Delegates last November, which is excerpted by the following:

Extract of Minutes of the November 1997 Assembly

51. The President asked if there were any additional resolutions to be placed before the Assembly, noting that he was aware that the Northeast Region wished to place a resolution before the Assembly. In response, Dr. Jacobson, Northeast Regional Director, indicated that the resolution from the Northeast Region relates to the governance of Sigma Xi and has the effect of reducing the number of voting members of the Board of Directors from 32 Directors to approximately 20 Directors, yet retaining as members of the Board those Directors who are elected by the Assembly or the Regional Assemblies of Delegates. He added that, while the resolution is presented by a single region, it does arise from consultations with other regions. Dr. Jacobson then read the following resolution:

    Whereas at the Annual Meeting of Sigma Xi, held in New Orleans during spring 1997, the Northeast Region read the following resolution to the Assembly of Delegates: Resolved that the Society revisit its present governance structure with an eye to reducing the number of Directors. Specifically, we suggest that Chairs of standing committees cease to be automatic Board members ex officio. And whereas the resolution was forwarded to the Society's Executive Committee for disposition; and where no such Constitutional amendment has been presented to the Society membership by said Executive Committee; the Northeast Region, without objections and with one abstention, passed the following resolution to amend the Constitution of Sigma Xi and moves that the proposed amendment be placed on the agenda for the 1998 Assembly of Delegates:

    It is proposed that the Constitution of Sigma Xi shall be amended so that the Board of Directors shall consist of: the President, the President-elect, the Past President, the Treasurer, the Directors-at-Large, and the Regional Directors. Standing committee chairs shall serve the Board in an advisory capacity at the pleasure of the Board.

    The motion was then seconded.

52. Dr. Frosch then indicated that the Society's Parliamentarian had advised him that the resolution, as presented, indicates that the Society's Constitution "shall be amended," rather than indicating that the resolution shall be placed on the agenda for the 1998 Assembly of Delegates. Properly, a resolution cannot insist that an item be approved but only that the item be considered for approval. Therefore, it is improper to propose that the Constitution shall be amended, but it is correct to propose that the Constitution be amended. The latter editorial change results in the same effect of putting the motion before the 1998 Assembly of Delegates, but it is editorially correct. Dr. Jacobson agreed to Dr. Frosch's editorial change in the resolution.

53. The President then informed the Assembly that resolutions of a substantive nature may be considered by the Assembly of Delegates for inclusion on the agenda of the next Assembly and that a majority vote of the current Assembly approving the resolution requires that it be placed on the agenda for the 1998 Assembly. In response to Dr. Frosch's request for comments, questions, or discussion on the motion, Dr. Susan Weiler, Northwest Regional Director, asked if putting such a specific motion as this one on the agenda prevents the 1998 Assembly of Delegates from considering other models for restructuring of the Board of Directors, such as the model currently being considered by the Society's Executive Committee. In response, Dr. Frosch indicated that it would not, and that other models for restructuring of the Board may be presented to the 1998 Assembly as separate motions, or the Board could put forth a motion to the 1998 Assembly that included the proposed resolution as part of its recommendation.

54. Without further discussion or comment, the Assembly approved the proposed resolution, with abstentions noted by the President. Dr. Frosch then advised the Assembly that the resolution from the Northeast Region will therefore be placed on the agenda of the 1998 Assembly of Delegates.

Rereading this extract, there is clearly no guarantee that such a proposal would pass in the Assembly this coming fall, but some on the Executive Committee were paying pretty close attention to the vote, which had strong support among many of the delegates present last fall. The Executive Committee felt, after quite a bit of discussion and reflecting on the potential implications of that vote, as well as general interactions with delegates on the subject, that the spirit of this resolution needed to be in the governance reform proposal, or included at the very least as a likely contingency.

Moreover, and probably more importantly at least as far as the Executive Committee discussion went, the Committee observed that the current practice of having committee chairs serve ex officio on the board is most peculiar, if not unique among boards of directors. On the other hand, several members recounted the historical strength committee chairs have brought to the Board as a key source of intellectual vitality and energy, as well as their willing investment of time and commitment. Nonetheless, in the end the Committee was persuaded that committee chairs can be appointed from elected board members, if necessary, but that sitting on the board by virtue of appointment as a committee chair is an odd convention. Such a practice makes it more difficult for the Board to create and abolish committees as times change and, in the eyes of some, circumvents electoral process, at least in the way we currently execute selection of committee chairs (essentially as de facto appointments by the President). Hence, the Executive Committee concluded that, coupled with the Assembly vote, these points were sufficiently strong to become a precept of the proposal. The Executive Committee also noted that, as a matter of policy of the Board, when the business of a committee requires action by the Board, the committee chair should be present for that discussion.

A proposal to use a formula-based allocation of board seats based on membership size (or perhaps number of chapters) of various constituency groups and/or regions or, equivalently, a concern that chairs selected through constituency groups, the international "region," and members-at-large may not reflect proportional size constituencies
The committee discussed this issue in several contexts, i.e., in the debate over whether there should be regions at all (some citing the boundaries and numbers as arbitrary and others that regional aggregations are largely irrelevant to the issues facing the Society), in the discussion over the Canadian and/or international "region," and in the discussion over how to represent the currently un-represented members-at-large. Currently most regions have approximately the same number of members, except for the Northwest region which is considerably smaller. The number of at-large members is somewhat larger than the Northwest region, but the number of members currently outside North America is still quite small. The Executive Committee discussion over the seat elected by non-US chapters was recounted above. In the case of the constituency groups, the reasoning was that the common interests of the identified constituency groups were sufficient to rationalize convening them as caucuses in much the same way as regions are currently convened. The compromise was to respond to the interests seeking to entirely eliminate regions and reconstitute the Society based on the types of groups but without turning the number of seats into a complex formula-based exercise. For example, several board members proposed, prior to receipt of the proposal and in their comments reacting to it, to define formulas for calculating proportionate representation of these constituency groups, e.g., two from major research universities, one from small colleges, one for industry and area groups, etc. In the end, the Executive Committee deliberations on this point concluded that such proposals were too complex and dependent on numbers that would be very difficult to keep current. Moreover, as a result, a possibility exists that the Society would be creating and abolishing board seats annually which is not a very stable situation for governance. Nonetheless, in the case of the regions, periodic revisiting of the regional boundaries would remain in the Bylaws.

A desire to eliminate the Committee on Regions
As noted above, this issue came up in the context of eliminating regions entirely, but was rejected as politically not feasible. The existence of the Committee on Regions would be a policy matter of the board but since regions would still exist, the Committee would most likely still exist. However, under the proposal, the board seats elected by Regions would acquire proportionately nearly half of the board seats (six or seven of the 16 seats, depending upon whether or not one counts as a region the seat elected by non-US chapters) and hence much of the discussion that previously took place in the Committee on Regions will likely be repeated in the Board itself.

A desire to have the officers of the Society elected by the membership rather than the chapter delegates
As much support as this idea had among some Executive Committee members, the Committee acknowledged that the Assembly had twice voted this proposal down and that a recent survey of the membership reported that the membership favored delegate voting of the officers. Therefore, at this time the Executive Committee did not propose changes in the manner of election of the officers.

A suggestion that a "director-elect" be encouraged for the regional directors to minimize the time it takes a regional director to learn the ropes
As the number of regional directors is reduced from two to one, the proposal suggests that some regions may decide to have associate directors or other elected officials (formally or informally) that do not serve on the board. The Executive Committee reasoned that a variety of other mechanisms could be adopted by regions as alternatives as well and, indeed, several board members suggested several, e.g., election of a "director-elect" or the use of past regional directors as "advisors" to current directors. The Executive Committee felt that this could be, and perhaps should be, left up to the regions to decide how they would implement such a system and, hence, it shouldn't be codified in any specific way in the Constitution or Bylaws.

Concern over removing definitions of the standing committees from the Bylaws/Constitution
The Executive Committee observed that over the years the various requirements in the definition of committees in the Society's Bylaws and Constitution has become extremely detailed and complex. The Committee reasoned that if the committees are responsible to the Board, their deliberations reported through the Board, their members appointed by the Officers who are Board Members, and their Chairs voted in by the Board (albeit pro forma under current practice – essentially de facto appointments by the President), they should be created and abolished by the Board, as is common practice on most Boards of Directors, especially since all board members would be elected members. The Committee proposed this simplification of the Constitution and Bylaws as a streamlining provision. Currently, committees are created and abolished by the Board except that such decisions require a confirming affirmative vote of the chapters. Historically, through the creation of ad hoc committees, the Board has actually tried to mimic the more standard procedure of having committees be created and abolished by Board policy (and thus work around the time delays associated with chapter approval, for which approval has generally been uncontroversial). If the chapters really objected to, say, the excesses or idleness of an existing committee or felt strongly about creation of a currently nonexistent committee, the Constitution already provides for the opportunity to offer a resolution requesting a vote on such a direction.

One could argue that eliminating precise definitions of Committee responsibilities would, in fact, enable the Society's Committees to adapt to new and important issues without having to amend the Bylaws; in essence, giving the Society's committees greater autonomy and flexibility to operate within broad policies established by the Board or the Assembly.

Concern over having committee chairs (no longer necessarily board members) serve "at the pleasure of the President"
Currently, all committee member appointments serve one year terms, essentially at the pleasure of the President with consultation with the President-elect. By tradition, the President invites and usually accepts the suggestions from the committee chairs (and the Committee on Diversity is encouraged to suggest members names as well to the committee chairs), but the President makes the appointments. Perhaps the committee chairs, which have multiple year terms, should be nominated by the President (with suggested names coming from the committee and elsewhere) and then elected by the Board. This was another option considered by the Executive Committee but rejected because it is already the current practice and has traditionally been pro forma reduced to essentially serving at the pleasure of the President but with a confirming vote of approval of the appointment by the board.

Concern over removing the formal requirement for committee reports from the Assembly procedures
This suggestion may have come about as the result of wording in the initial proposal that could have been clearer. The Bylaws currently require the Assembly to formally vote to "accept" each of the Society's committee reports that are included in packages distributed to delegates. For a number of years the President has asked the permission of the Assembly to receive all of these reports en bloc. This portion of the proposal simply removes from the Bylaws what has become a mere formality.

Thus, as is currently done, each committee would prepare its report for the previous year and these reports, along with those of the officers, would be published. Unlike current practice, where the reports are distributed to delegates who must approve them in the Assembly (either individually or "en bloc") under this system, the reports would be distributed to the Board, delegates, and all chapters in advance of the Annual Meeting. Chapters or delegates could then ask any questions about these reports to the officers or committee chairs in advance of the Annual Meeting or during the meeting itself. In some respects, this procedure would provide for greater distribution of committee reports than is currently done.

Method of selection of associate directors
Some board members expressed concern over the lack of specific procedures for selecting associate directors that could be elected by regions or constituency groups and would have the authority to act on behalf of the member of the board in his or her absence at a meeting. In the end, the board felt the procedure should be left up to the region or constituency group as stated in the proposal but that the Committee on Regions should place on its agenda considering recommendations for such procedures