The Task Force on Reorganization continues to make progress towards designing a governance structure for APsaA within the mandate provided by APsaA's membership. The task force met twice this summer, first at the APsaA meeting in Seattle, and then two weeks later in New York. We spent a total of five days working together, furthering the development of various structural models under consideration. We made use of the vigorous debates that had taken place on the task force e-mail list and, most important, made valuable use of the input that we have received from the membership.
The Seattle meeting fostered free discussion of substantive issues, as well as discussion of our group processes, which provided a foundation for decision making in New York. Task force members have increasingly come to appreciate their differences, listen to each other, learn from each other, and develop a spirit that has deepened our conversation. The goal is to build consensus and, if necessary, develop workable compromises.
The task force discussed salient issues, including credentialing, and proposed models for a board of directors, for membership, for officers' roles, and for the place of science and scholarship in relationship to governance. It became clear that options and decisions in one area depend heavily on decisions made in other areas. For example, the structure of APsaA shifts radically when viewed in relation to a fully externalized BOPS, BOPS as a subsidiary corporation, or a BOPS that remains a committee within APsaA. From the standpoint of governance, many questions follow. Should the membership have oversight over certifying and accrediting functions? Should there be a firewall to protect standards and, if so, what kind of firewall? Which educational functions would remain in APsaA if BOPS were fully externalized? Would APsaA lose a major focus if major educational functions were no longer part of the organization? Can educational functions be “unpacked” from one another? BOPS committees accredit, certify, and also nurture. What would APsaA be like if it were only a membership organization, without an accrediting and certifying body, and, therefore, without “APsaA institutes.”
The task force welcomed, and continues to welcome communication from the membership. In Seattle, the task force held an open meeting with the membership, met with members of the Executive Committee, and met with the chair of the Committee on Council. We presented our work to BOPS and to Council. We also sent observers to the Congress of Institutes to gather information for our work.
The New York retreat addressed four areas: regulatory functions (BOPS), small board structures, large board structures, and the role of officers. Task force members proposed models for large and small boards of directors and discussed their advantages and disadvantages. The responsibilities of a board are to provide oversight, determine policy, and have authority and responsibility for the organization. Can a large BOD be effective? Nimble? Some task force members believe that they can, particularly with well structured board committees, and that a large board is more democratic. Other task force members believe that a small board, although seeming less democratic, can be more effective, efficient, functional, and would be able to meet more frequently. The subsequent wide-ranging discussion focused on such issues as how the large board could operate effectively through its executive committee, the officers' roles under each structure, and the nature of democracy in an organization like ours.
Regarding the fate of BOPS, there was growing consensus for choosing a subsidiary corporation model. The task force was concerned that a fully externalized BOPS would “eviscerate” APsaA of its educational functions and might violate the spirit of our agreement with the Psychoanalytic Consortium. The history of APsaA's attempts to maintain BOPS within APsaA without a clear demarcation of roles led the task force to decide that there must be an adequate firewall to protect regulatory functions while ensuring that BOPS does not have an inappropriately dominant role in the Association. The subsidiary corporation model offers significant protection in both directions. The parent corporation (APsaA) can only fire the board of directors of the subsidiary corporation for being remiss in its fiduciary responsibilities or for posing a threat to APsaA by putting APsaA at financial risk. The subsidiary corporation would have separate bylaws, which offer more protection than having educational standards determined in the bylaws of the parent corporation. The presence of a substantial representation of APsaA on the BOPS board and some representation of BOPS on the APsaA board would ensure continued input in both directions.
The task force proposed and voted on the following motion:
We move that the Association form a Limited Liability Corporation, with the Association as its sole member (hereafter the Subsidiary Corporation) for the purposes of accrediting institutes and certifying graduates. The officers of APsaA, at least four at large elected representatives and at least two candidates, elected by affiliated candidate representatives of the APsaA shall serve as voting members of the Board of Directors of the Subsidiary Corporation. Each fully approved institute, provisionally approved institute, and new training facility having status
Stephanie Smith, M.A., L.I.C.S.W., is vice-chair of the Reorganization Task Force. At the Boston Psychoanalytic Society and Institute, she is faculty, vice-chair of the Child Analysis Committee, an associate supervising child and adolescent psychoanalyst, and secretary for the society.
Page 28as of January 2006, shall have representation on the Board of Directors of the Subsidiary Corporation. Until the Subsidiary Corporation is formed and approved, the accrediting and certifying activities on behalf of the American Psychoanalytic Association will remain in the province of the current Board of Professional Standards. The Subsidiary Corporation shall be represented on the Board of Directors of APsaA.
All members of APsaA are eligible to serve on Committees and the Board of Directors of the Subsidiary Corporation.
We will instruct our attorney to develop language that achieves the following: the Board of Directors' interventions in the Subsidiary Corporation shall be limited to discharging the Board of Directors of the Subsidiary Corporation.
The motion passed 11 to 2, with one abstention. Most task force members were pleased with the solution and ready to move on to further decisions. Future planning includes monthly telephone meetings, with the availability of weekly telephone meetings if needed, and a third retreat in September. The task force is committed to providing a written document in January 2006 and providing the necessary bylaws by June 2006.