President’s Letter-June 2024
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Board Approves Governance Changes Promise a Stronger, Nimbler, and More Transparent ATS
Period for Questions June 17-July 1 for Proposed ATS Bylaws Amendments with July 2-16 Vote
As the ATS prepares to meet the challenges of the next 20 years and beyond, the Board of Directors is making some much-needed changes to strengthen our governance structure in alignment with best practices for organizations of similar caliber. The changes approved by the Board last spring will require a member vote on the amendments to ATS bylaws and will secure a stronger, nimbler, and more transparent Society.
During the BOD meeting in February, past presidents James Beck, MD, ATSF, and Lynn Schnapp, MD, ATSF, who led the Governance Implementation Taskforce, presented the recommendations for implementing a new Board structure. The restructuring includes redefining the responsibilities and renaming the Nominating Committee as the Board Nominating Committee and the creation of a Board advisory group, the Council of the ATS (CATS).
Why Restructure?
Our Board, that in addition to the CEO consists of 26 members who typically rotate every two years, is quite large compared to high-functioning organizations. Best practices recommend a smaller board with longer terms for members, which enhances continuity.
To address this, the Taskforce has recommended restructuring the Board to include 15 members: 9 at-large members, 1 public member from the Public Advisory Roundtable (PAR), and the executive committee (EC). The CEO and the CATS chair will also be part of the Board as non-voting members. At-large members will serve three-year terms with the possibility of a one-term renewal.
Instead of elections for the Secretary position and replacing the current nomination process, the Board Nominating Committee will propose candidates for the roles of Secretary, Treasurer, and at-large Board positions. This slate of candidates will then be open to vote by all members, with a petition process in place that allows members to voice objections to the proposed slate (for example citing concerns such as a lack of diversity or insufficient competency among the nominees).
Competencies
The Board of Directors Governance Taskforce presented compelling arguments for transitioning the Board composition from a predominantly representative-based entity to a competency-based one. After an extensive review of the literature, including resources from the American Society of Association Executives (ASAE), and thorough discussions with a consultant recognized as a leader in this field, the Taskforce concluded that an immediate shift to a new structure was warranted. The Board of Directors concurred with this recommendation.
The new Board Nominating Committee will evaluate each nominee's expertise within the context of ATS-specific competencies, alongside their overall qualifications. The goal is to assemble a dedicated and diverse team of members with complementary expertise. The ATS will continue to do an annual evaluation of its Board.
Examples of desirable competencies include, but are not limited to:
· Group Skills: Ability to work effectively in a team, prioritizing organizational goals over individual interests.
· Interpersonal Skills: Strong communication, relationship-building, and influence.
· Personal Leadership Skills: Capacity for strategic and innovative thinking.
· Technical Skills: Expertise in the relevant field, organizational knowledge, and financial acumen.
· Personal Attributes: Commitment to the organization, trustworthiness, and availability of time.
Source: Domains of Leadership Competency (Engle and Brown, ASAE)
Enhanced Transparency
While the Board Nominating Committee will prioritize competencies among nominees, the Taskforce and Board recognized the invaluable input from our Assemblies and Committees representatives. Consequently, a new advisory council, the Council of the ATS (CATS), was proposed. This council will be comprised of the Assemblies and Committees Chairs, the Chair of the Public Advisory Roundtable (PAR), the Chair of the Council of Chapter Representatives, the Chair of sections with more than 2,500 members, and the Secretary (ex-officio, non-voting).
The Council of the ATS will serve two important roles: acting as a liaison with the Board of Directors to facilitate two-way communication, and providing a platform for inter-Assembly/Committee communication and collaboration.
The new structure will promote greater transparency, as the Council of ATS will be responsible not only for advising the Board but also for communicating strategic directions to members in a timely manner.
For more insight into the Taskforce’s recommendations regarding the implementation of the governance changes, watch this video featuring Drs. Beck and Schnapp.
OVERVIEW OF EXISTING vs. NEW PROCESS
Current |
Future |
|
Name |
Nominating Committee |
Board Nominating Committee |
Nominating Committee Chair Selection |
Selected by President-elect |
Past Past-President serves as chair |
Nominating Committee Membership Selection |
Proposed and elected by Board No input from committees No open call to membership |
Proposed by Board (3) and Council (3) Open call to membership Final selection approved by Board |
Approval of Nominating Committee Members |
No input from membership |
Membership approves slate of Board Nominating committee members |
Identification of Board candidates (at-large directors) |
All ex-officio (i.e. by virtue of their role-election by assemblies, select committee chairs, etc.) |
Open call to membership Competency-based selection |
No membership input on overall Board composition |
Membership votes slate of Board Petition process |
|
Nominating Committee process to select slate of officers |
Multi-layered vetting process, including extensive reference checking |
Unchanged |
Identification of ATS Secretary candidates |
Open call to membership |
Unchanged |
Selection of ATS Secretary |
Selects 2 candidates for membership vote |
Selects 1 candidate for membership vote (included on slate) |
Identification of Treasurer-elect candidates |
Open call to membership |
Unchanged |
Selection of Treasurer-elect |
Treasurer-elect approved by BOD |
Treasurer-elect approved by membership (included on slate) |
Petition Process |
No opportunity to petition if concerns about candidate slate |
Petition process |
The board of directors and ATS legal counsel approved these changes.
Please submit any questions by July 1 to atscommunity@thoracic.org.
All members are encouraged to vote on the changes between July 2-16.
Thank you for your attention to this important matter for the future of the ATS.
Sincerely,
Irina Petrache, MD, ATSF
President