Governing the. Executive Summary

Transcription

1 Governing the Law and Society Association Executive Summary Report to the Law and Society Association Board of Trustees Prepared by William E. Davis BoardSource Certified Governance Trainer Bill Davis Consulting LLC Non Profit Board and CEO Education, Training and Coaching Phone: (703) September 29,

2 EXECUTIVE SUMMARY The following report examines the Law and Society Association s core governance structures and practices and compares them to those generally regarded as best practices in nonprofit scholarly society governance. It also compares them with the practices of four society members of the American Council of Learned Societies, selected because, like LSA, they are of medium size and somewhat interdisciplinary. The study was authorized by the LSA Board of Trustees in May, The purpose of the study is to strengthen and improve LSA s current governance structure and practices, incorporate principles of governance that have been shown to drive strong organizational performance, magnify the impact and effectiveness of the association in serving its members, and position LSA to make important strategic decisions in the future. Best practices in governance are those recognized as standard, preferred and recommended by BoardSource, the American Society of Association Executives, Independent Sector, the Standards for Excellence Institute, the Colorado Nonprofit Association, the Association Forum of Chicagoland, and various highly regarded scholars, teachers and practitioners on Board leadership and management. A list of references examined is included. The core association governance structures and practices examined were LSA s Board of Trustees, Executive Committee, Other Committees, Society Membership, Collaborative Research Networks, Executive Officer/Administrative Leadership Structure and Future Administrative Office Hosting Arrangements. Each major section of the report first describes LSA s current structure and practice, followed by a delineation of what is considered best practice in the governance of nonprofit scholarly societies. A series of recommendations in each area of governance are put forth for consideration by LSA s Board of Trustees. The practices of the four ACLS member societies examined are presented in an Appendix to the report. Following is a condensed statement of each of the recommendations contained in the detailed report. For an explanation of the underlying rationale and additional detail on these recommendations, the reader is directed to the full section of the report titled RECOMMENDATIONS. 2

3 (A) Board of Trustees The Board should amend the LSA bylaws to include a basic list of the responsibilities of the Board of Trustees. The Board should identify any operational tasks that it wishes to preserve to itself in a statement of Board policy and procedures. The Board should establish a long-term strategic planning process to guide the future development of the association. The Board should increase the number of Board meetings held each year (at least 2-3 face to face meetings, supplemented by electronic meetings as necessary). The Board should strongly consider reducing the number of seats on the Board. The Board should codify the position of a chief executive officer in the association s bylaws and adopt a detailed job description to be used in recruiting a new Executive Officer. The Board should strengthen the organization s nominations and electoral process. The Board should review recent meeting agenda books and establish guidelines for the development of content. The Board should strengthen and improve its monitoring and oversight of the association s finances, programs, services, membership, and member participation by establishing a series of key organizational performance indicators. The Board should develop a policy statement which delineates the responsibilities and expectations for the participation of individual members of the Board. The Board should adopt an investment policy to direct and guide the management of reserve funds, endowments and short term operating funds. (B) Executive Committee and Officers The Board should amend the Bylaws to delineate the powers, responsibilities and authorities delegated to the Executive Committee and the circumstances under which the Committee is expected to act on behalf of the Board. The Board should review the bylaws to make sure the basic responsibilities of each officer position are adequately and correctly specified. 3

4 The Board should also consider creating a Leadership Handbook for use of Trustees, Officers, and Committee Chairs. (C) Other Committees The Executive Board should establish a standing Governance Committee to replace the existing nominating committee. The Board should conduct a review of the organization s committee structure. The Board should consider a regular process and schedule for reviewing, evaluating and potentially sunsetting organizational and program (nongovernance) committees. The Board should review the method of appointment of committee members, and especially consider alternative means and processes of appointment. The Board should assign to each Board member responsibility for liaison with one or more committees. (D) Collaborative Research Networks The Board should consider the value and utility of these networks to the membership and organization as a whole as they currently exist and if they were expanded in their functions and formalized into more established operational structures. The Board should develop and articulate a series of key questions and issues for LSA to assist it in thinking about the range of future forms that the CRNs might take, and devote a future Board meeting to accomplishing this objective. The Board should establish a temporary task force on the future of CRNs charged to conduct such research as can be useful to the Board s future deliberations, and make recommendations for subsequent Board consideration. The Board should adopt and disseminate to the membership a position statement on CRNs to resolve the continuing uncertainty currently being experienced by the association s membership on the future of CRNs. If the Board chooses to expand the functions and formalize the structure of the CRNs, it should adopt a plan for the future organizational treatment of these subunits. 4

5 (E) Society Members The Board should empower the dues-paying members of the society to play an expanded (but still limited) role in association governance. The Board should consider conducting a Members Business Meeting during the Association Annual Meeting. (F) Executive Office and Officer The Board should hire a full-time chief executive officer. The Board should begin immediately to develop a formal process and timetable to determine the future location of its executive office and the hiring of a full-time chief executive officer. The Board should establish a Task Force to guide and manage this process and regularly report its progress to the Board. The task force should be charged to conduct an analysis of the current and anticipated responsibilities of the Executive Officer and other members of the staff, the time required to execute those responsibilities, the qualifications necessary to execute them, and the office space and other business support required to enable such work to proceed. Options for office space and business support to be considered should include continuing the contractual relationship with the University of Utah, securing a similar relationship with another college or university, co-locating the association s offices with another nonprofit organization, and establishing an office in leased space. (G) Internal Communications The Board should consider strengthening member communications by producing and distributing an Annual Report. The Board should strengthen visible accountability by further developing the manual of organizational policies and procedures that is in progress and post it on the Association s website. (H) Bylaws The Board should hire an attorney, familiar with nonprofit law and practice in Colorado (the State in which LSA is incorporated), to develop for adoption by the Board, a detailed set of formal amendments to the organizations bylaws. 5

6 William E. Davis BoardSource Certified Governance Trainer Bill Davis Consulting LLC Non Profit Board and CEO Education, Training and Coaching Phone: (703)