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Governance Task Force Recommendations Questions & Answers Q: So what is the Governance Task Force and what is it doing? Why should I care? A: Governance refers to the infrastructure and processes that an organization has in place to “govern” itself – how it operates, who makes decisions and who is accountable. Governance is important because without good governance procedures, an organization can become inefficient and unresponsive—or worse yet—vulnerable to manipulation or undue influences. The Governance Task Force was charged with reviewing AFP’s current governance structure and recommending changes based on analysis of legal and public trends, member and chapter feedback and current best practices. Q: Why now? A: AFP hasn’t reviewed its governance structure since 1990. Since that time, the association’s membership has grown by 120 percent, and the number of chapters has increased by 65 percent. The international membership has grown by 92 percent, and the Delegate Assembly has increased in size by over 150 members. It was the board’s sense that this growth, while positive, was creating numerous administrative and leadership challenges (i.e., governance). In addition, with the current focus on nonprofit accountability and governance, the board wanted to be sure the association’s governance structure followed best practices. Q: So what did the task force find? A: The task force found that extensive growth had made our governance structures unwieldy and slow. For example, the task force received a lot of membership feedback that the Delegate Assembly, while potentially a great networking and training opportunity, lacks clarity of purpose and that the assembly itself is opaque and inefficient. In addition, many chapters don’t seem to have a clear idea as to how they fit into the current AFP governance system, while others believe that the current structure will not work for an expanding global membership. Responses also indicated that some members don’t have a good understanding of the international board of directors’ roles and responsibilities in relation to the Delegate Assembly and chapters. Some respondents perceived that board members are not easily accessible to the general membership. Even worse, the task force found that under our current governance structure with the board and Delegate Assembly, the fiduciary obligations of the association are spread among nearly 400 individuals—a system which obscures decision-making processes and limits individual accountability. It’s also worth noting that our current structure (known

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Page 1: Governance Task Force Recommendations Questions & Answers Governance Task... · Governance Task Force Recommendations Questions & Answers Q: ... their leaders--at a minimum, the chapter

Governance Task Force Recommendations Questions & Answers Q: So what is the Governance Task Force and what is it doing? Why should I care? A: Governance refers to the infrastructure and processes that an organization has in place to “govern” itself – how it operates, who makes decisions and who is accountable. Governance is important because without good governance procedures, an organization can become inefficient and unresponsive—or worse yet—vulnerable to manipulation or undue influences. The Governance Task Force was charged with reviewing AFP’s current governance structure and recommending changes based on analysis of legal and public trends, member and chapter feedback and current best practices. Q: Why now? A: AFP hasn’t reviewed its governance structure since 1990. Since that time, the association’s membership has grown by 120 percent, and the number of chapters has increased by 65 percent. The international membership has grown by 92 percent, and the Delegate Assembly has increased in size by over 150 members. It was the board’s sense that this growth, while positive, was creating numerous administrative and leadership challenges (i.e., governance). In addition, with the current focus on nonprofit accountability and governance, the board wanted to be sure the association’s governance structure followed best practices. Q: So what did the task force find? A: The task force found that extensive growth had made our governance structures unwieldy and slow. For example, the task force received a lot of membership feedback that the Delegate Assembly, while potentially a great networking and training opportunity, lacks clarity of purpose and that the assembly itself is opaque and inefficient. In addition, many chapters don’t seem to have a clear idea as to how they fit into the current AFP governance system, while others believe that the current structure will not work for an expanding global membership. Responses also indicated that some members don’t have a good understanding of the international board of directors’ roles and responsibilities in relation to the Delegate Assembly and chapters. Some respondents perceived that board members are not easily accessible to the general membership. Even worse, the task force found that under our current governance structure with the board and Delegate Assembly, the fiduciary obligations of the association are spread among nearly 400 individuals—a system which obscures decision-making processes and limits individual accountability. It’s also worth noting that our current structure (known

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as the house of delegates model) was created in the late 1800s. With technology now allowing members to communicate directly with association leaders, this model is obsolete. Finally, AFP’s outside attorneys—experts in association management and governance—have formally indicated to the board that AFP’s current delegate assembly governance model is “inconsistent” with current trends and that it raises “significant liability concerns.” Q: Okay, so there are some definite issues. What did the Governance Task Force recommend? A: Several things, actually. First, it recommended that the Delegate Assembly be restructured into a new Leadership Academy. Chapters would be encouraged to send their leaders--at a minimum, the chapter president, but other chapter leaders too, including self-identified leaders. The Academy’s intensive programs would cover a wide range of nonprofit management and leadership topics benefiting AFP members both in their personal experience as association members and in their professional lives as nonprofit executives. Q: What kind of topics would be covered at the Leadership Academy? A: Topics that can help your chapter as well as your own organization, such as: • succession planning • membership acquisition and retention • program development and implementation • marketing and branding • public relations and community involvement • recruitment strategies to assure continuing progress toward enhanced diversity and

inclusiveness Q: Wait! What about voting on board members or budgets or by-laws changes and the Committee on Directorship and all that? Didn’t the Delegate Assembly used to do that? A: Yes, it used to be involved in things like that, but for the reasons mentioned above, we are clarifying that legal, fiduciary responsibilities will lie solely with the board. This clarification is made partially upon the advice of legal counsel and is intended to reduce the association’s potential liability, as well as align the association with current governance trends. The current structure is antiquated, not in accordance with best practice and leaves AFP open to liability concerns. As a body that had some shared governance responsibilities, but not clear fiduciary obligations, as well as training and education programs, the Assembly logistically was unable to fulfill either function very well. The change to the Leadership Academy focuses this body on training and education, which is what many members and leaders have been clamoring for.

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Q: So the governance/fiduciary responsibilities all go the Board of Directors? That may be streamlined, but it doesn’t sound conducive to getting more members involved or having members feel greater ownership in the association. A: Only the fiduciary responsibilities will be given to the board (as it should be, since the board is the group legally liable for those responsibilities, including decisions made by the Delegate Assembly). Under the task force recommendations, all AFP members will now vote directly for board members. And there will now be district-based representation on the board of directors. After all, AFP is an individual-based association, and these changes will help reinforce that idea. Q: That is a big change. How will that work? A: Let’s start with these new districts. There will be 12 districts. Each district has roughly the same number of chapters. There will be one board member from each district. Q: What about chapters? Are these districts replacing chapters? A: No, not at all. In fact, the districts will only be used for the nomination of board members. Nothing else. Q: How are the district-based board members nominated? A: Like any other board member. Board members can be nominated by:

• self-nomination • any member of the association • chapters, and • the committee on directorship.

Note that the nominee must reside in the district that he or she is being nominated from. However, the nominator can be an AFP member anywhere. The Committee on Directorship receives the nominations, reviews them and develops a slate of board members. That slate will then be distributed to all members for an up-or-down vote. Q: So do I vote for just my one district-based director or the whole board? A: You will vote for the entire board. Q: And the board isn’t just these 12 district-based representatives, is it? A: No, the board will consist of 35 members, as it does now. However, the composition will be different:

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• 12 district-based board members • 18 at large members—of whom nine are officers • 3 ex-officio members: individuals who are board members because of their

position on another body (e.g., the chair of the Ethics Committee) • 2 chair’s appointees

Q: Will there always be just 12 districts, even if AFP grows? A: No, it is expected that the number of districts will increase (and that the districts themselves may change) as AFP membership increases. When that happens, the number of district-based board members will be increased and the number of at large spots will be decreased by the same amount so that board membership will remain at 35. Q: Will the district-based board members have any special duties, responsibilities or powers related to the particular district they represent? A: No, it’s important to remember that the district-based directors ultimately represent the entire association, not just a district. Q: Didn’t the Assembly also approve members of the Committee on Directorship, especially through Metro Meetings? How are members of that committee now selected, and what happens to Metro categories? A: Two good, but separate questions. First, as mentioned above, the Committee on Directorship remains, but the nomination and selection process is different. That process will be handled by a new body, the Chapter Presidents’ Council. The council’s primary duty will be to elect the Committee on Directorship. Another purpose of this council will be to bring chapter presidents together to discuss pressing issues and exchange ideas. The council will meet through meetings at the AFP International Conference on Fundraising and the Leadership Academy. Each district will have one member and one alternate on the Committee on Directorship. Those individuals will be chosen by the chapter presidents from each district through an official caucus at the Leadership Academy. Every chapter will have one vote. In addition, the council will nominate one of its members to serve a one year term on the board of directors in an ex-officio capacity. Q: What’s the difference between the Leadership Academy and the Chapter Presidents’ Council? A: The Chapter Presidents’ Council is the official body for chapter presidents to elect the Committee on Directorship and to discuss important issues and liaise with association leaders. It has a role in the governance process.

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The Leadership Academy occurs once during the year (probably in the fall) and is purely educational and training in nature. Any AFP member can participate, and the programming at the academy will focus on skills and abilities that will allow chapters (and member organizations) to grow and flourish. Q: Okay, and now Metro groupings? What happens to them? A: Metro groupings have been eliminated. However, like-sized chapters as well as new “affinity groups” would continue to meet during the Leadership Academy and at the International Conference to discuss issues and challenges, with AFP International Headquarters continuing to facilitate such interaction. Q: This is a lot to digest at once. But all this change, it’s a good thing, right? A: Change is always difficult, but the recommendations proposed by the Governance Task Force are based on best practices and member and chapter feedback. They will help clarify, streamline and improve AFP’s governance processes and allow for greater interaction between the individual member and association leaders. In addition, they will keep the association nimble, flexible and able to respond better to change and growth, so AFP won’t have to undergo significant internal changes every time the association grows.