The APS Corporate Reform Initiative: A Progress Report
by M.R. Beasley, APS President 2014
Malcolm R. Beasley
Last January in APS News Michael Turner discussed the formation of an ad hoc APS Committee on Corporate Reform (CCR). There he noted the remarkable success of APS as a scientific society, and that this success was achieved by making necessary bold changes over the years in how we run our affairs. In that spirit, the task for APS looking forward is to ensure that we have the institutional excellence to remain highly successful in a world that is increasingly international, complex and rapidly changing. Many other scientific societies have undertaken or are undertaking similar reform. Moreover, APS presidents going back many years have recognized the need to review and renew our governance.
Do not be alarmed at the word “corporate.” We have been a corporation for over 100 years — a non-profit corporation that is legally responsible to its members. The issue at hand is to ensure good, forward-looking governance that will best serve our members and steadfastly preserve our culture and values.
So what has happened since January?
In the first phase, with the help of our consultants Cygnet Strategy, LLC, the Committee collected a large amount of data in the form of interviews with various people, both inside and outside of APS, about how they view the Society. In mid-February, these data were highlighted at the Leadership Convocation for the heads of divisions, topical groups, forums, regional sections, and committee chairs. Much helpful feedback was provided and many good questions were asked.
Following the Leadership Convocation, the CCR began its deliberations in earnest and developed a partial set of proposals for corporate reform. These were presented at a Town Hall at the APS March Meeting and in briefings of the divisional leadership present at that meeting. After additional work by the CCR, a more complete set of proposals was presented to the APS Council in early April. They described the origins and rationale for corporate reform, summaries of the data generated in the interviews, and a comparison of the governance structure of APS with several peer societies. Again, much helpful feedback was provided and many good questions were asked in the nearly day-long discussion by the Council. The same material was presented at a Town Hall at the APS April Meeting, and in briefings of the divisional leadership present. A video of that presentation is available on the CCR website. We have heard from viewers that it is a helpful introduction to the proposals being considered and their rationale.
Where are we now?
On May 13, the CCR reviewed all the feedback, as well as all of the questions asked by members through various channels. We then developed a comprehensive set of proposals for presentation to the APS Council on June 13 for further review and comment. Prior to that meeting, we will be holding briefing sessions for Council members so that they will be well informed on the specifics of the proposals and the objectives and reasons underlying them.
The APS Committee on Constitution and Bylaws, with help from legal counsel, has also begun the work of embodying these proposals into proper legal documents, so that the Council can see at its June 13 meeting how these proposals, if implemented, will translate into our governing documents. If the Council moves forward with these proposals, it will vote on the final proposals in July and the membership will vote in the fall. A major outreach to the APS membership is planned during the months prior to the vote to ensure that members have the information they need to cast an informed vote.
What are the proposals?
These proposals deal with the top three bodies in our corporate governance: the Council, the Executive Board, and the triumvirate of senior operating officers (the executive officer, publisher/treasurer and Editor in Chief).
The APS is incorporated in the District of Columbia, and by district law every corporation must have a small Board of Directors that has the ultimate governance authority. It has overall fiduciary responsibility, strategic planning responsibility, and responsibility for oversight of the executive. It must also have a corporate treasurer to provide oversight of the financial performance of the corporation.
Currently, the APS Council has these responsibilities. Because the Council is large and meets infrequently, these roles have in fact been carried out by the smaller Executive Board for many years. This misalignment of roles and responsibilities needs to be corrected. The proposed plan does this. At the same time, there is a desire to increase the responsibilities of the Council and thereby give the members a strong voice in the governance of the APS through the Council, which is elected by the membership through the various Units in the Society.
To achieve these ends, the present Executive Board would be eliminated and replaced by a Board of Directors. In effect, the present Executive Board would become the Board of Directors. The voting members of the board would include the presidential line (President, President-Elect, Vice President, and Past President), nine Council members elected for three-year terms by a repurposed Council, including a speaker of the Council (see next paragraph for changes to the Council), and a treasurer elected by the APS membership. Also, there is provision for one member-at-large appointed by the Board for needed expertise or to achieve better balance. Finally, the Chief Executive Officer, a newly created position, would, along with the Editor in Chief, serve as non-voting ex officio members of the Board. The principle operating here is that the CCR believes all voting directors should be elected by the membership, either directly (as with the Presidential Line and the Treasurer) or through their representatives (as with the Council members that are on the Board). The one exception is the member-at-large. The APS President would serve as the chair of the Board.
The present Council would be repurposed to become the APS Council of Representatives (i.e., a member assembly). Importantly, the Board would delegate full fiduciary responsibility for matters of science and science policy to the new Council. A new position of Speaker of the Council would be created. The speaker’s job is to manage the work of the Council and formally represent the Council on the Board of Directors. The elected members of the Council would be selected as they are now, with the executive staff represented by the Chief Executive Officer and the Editor in Chief, both in a non-voting ex officio capacity. The President Elect would chair the Council. The Speaker and the APS President-Elect would be jointly responsible for establishing the agenda of the Council.
Also, importantly, oversight and reporting of the 20+ APS committees will be divided between the Council and the Board, with joint responsibility applying where appropriate (e.g., the Physics Policy Committee, the Panel on Public Affairs, and the Publications Oversight Committee). This will allow closer coupling of APS committees to the Board and Council and thereby facilitating more member input and guidance to APS programs.
At the executive level, creating the full-time staff position of Chief Executive Officer (CEO) would ensure that one person has responsibility and accountability for the coherence of operation over the entire APS (furthering the goal of “One APS” articulated in the APS Strategic Plan), enabling better efficiency in making decisions and setting priorities. The CEO oversees the day-to-day operations of the Society. The CEO also partners with the President to guide the strategic foresight and preparedness of the APS. Either the President or the CEO would act as the spokesperson for APS, depending on the issue. The CEO would be appointed by the Board of Directors through a comprehensive search.
Because of the critical importance of the APS journals in our mission and external reputation as a society, the Board of Directors and the CEO would jointly appoint the Editor in Chief (EiC) through a comprehensive search process, much as we do now, with members of the Council on the search committee. The EiC would report administratively to the CEO.
Everyone agrees that the functioning of governance bodies (the new Board, Council and Executive) must honor the values of APS and should operate in a spirit of shared responsibility and collaboration.
Finally, these proposals are still a work in progress, and we welcome feedback as we work collectively together to ensure the excellence of APS going forward.
Malcolm R. Beasley, APS President for 2014, is Sidney and Theodore Rosenberg Professor of Applied Physics at Stanford University.
For more information, including video presentations and background documents, please go to the APS Ad Hoc Committee on Corporate Reform Website. This website also has a comment form for members to submit feedback on the proposals.
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