At our meetings in January, Victoria Bjorklund, our attorney specializing in not-for-profit law, spoke about models of governance that might be used as rough templates for our own Association. They ranged from organizations as diverse as the New York Stock Exchange to the Jewish National Fund. There were very complex relationships between their boards of directors and other components within their organizations. All the models she described placed ultimate governance and fiduciary responsibility in boards of directors that set only the broadest areas of policy. Organization members elected the board and that was, essentially, their only right. These boards of directors owed a duty of loyalty to the organization as a whole, not to any subset within it.
As I considered this, I realized again how very different our own Association is from any of the models she presented and that her assumptions about governance did not easily apply to us. One reason is that our Board of Directors (BOD) serves two functions and potentially two masters. Our Executive Council is, by virtue of our by-laws, our Board of Directors. Members of the Executive Council achieve their positions as representatives of their societies and are seen as representing them in APsaA, but once they are members of the BOD their duty is to the organization as a whole. This puts them into a difficult position. They may be bound to local issues or to the overall perspective of societies in general, but, in either case, they are divided in their loyalties between the societies' interests and perspective and the holistic duty to APsaA.
Was the position of councilor-at-large developed as a partial corrective to this anomaly in our governance? If so, it has not been effective in altering two perceptions: 1) that the Executive Council represents societies' interests, the perspective of the professional guild, and outreach aims and goals of our Association, and 2) that the Board on Professional Standards (BOPS) represents institutes and the perspective of education and accreditation.
Our organizational structure does rely upon the Board on Professional Standards to represent the interests of institutes and the Executive Council to represent societies. This seems to be a remnant of our earlier days as a confederation and an incomplete adaptation to our current status as a membership organization. These representative bodies remain necessary because our members intimately relate to their local organizations, which are pathways to involvement in our national Association. At the local level, the institutes and societies relate to one another in a variety of ways from total integration to almost complete separateness.
Since our president is the presiding officer of the Council, it often seems that the president's duty is to the societies, and the BOPS chairperson's to the Board on Professional Standards, exclusively.
Some of this, however, is a matter of perception, not reality. Our recent by-law revision by the Education and Membership Task Force emphasizes cooperation and consultation between the Council and BOPS and implicitly recommends a general consensus. The Council and individual councilors often do consider matters from the perspective of the entire organization and not exclusively from that of the societies. So do presidents. BOPS fellows and chairs also often take an organizational perspective. Yet, because of our structure, the tendency is to represent interests parochially. This is not a good way to structure a board of directors. Some of the strife in APsaA clearly evolves from our organizational structure.
Despite this anomaly, our Association has managed to function quite well over the years. Our educational system is solid and devoted to high quality. Our institutes and their graduates are our largest source of members. Our societies have become stronger and more active in most locations. APsaA has encouraged this development and provided advice and leadership in promoting effective programs for societies. Our Association continues to promote excellence in education, support our institutes and societies, and innovate in outreach and social activism that is beneficial to our profession and its ideals. We are financially strong and holding our own in numbers while many similar organizations are shrinking.
Our organizational structure does rely upon the Board on Professional Standards to represent the interests of institutes and the Executive Council to represent societies.
We can continue to grow and achieve all of our goals with less strife, but we need to make our organizational structure more rational, and bring it into compliance with state laws and our realistic interests. BOPS needs the representation of institutes, because our standards are created and applied through consensus of the fellows. Societies need to be represented nationally if they are to benefit from each other's innovations and act in unison on matters of concern. We should consider separating the Board of Directors from these representative functions. The BOD can be elected at large or can be a “functional” board in which seats are reserved for certain interests. Using either model, has the time come to unlink the BOD from the representing responsibility?
Ronald M. Benson, M.D., is chair of the Board on Professional Standards.