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APS operates in a world that is changing fast and becoming more complex. To continue to lead the physics community, APS must be nimble, and to function effectively its governance documents and structures need to be modernized.
Why ‘Corporate’ reform?
APS is a nonprofit corporation in the District of Columbia. The statutes that govern DC nonprofit corporations have recently changed and at the advice of legal counsel, APS has opted to be in compliance with them.
See ‘Why reform?’ and ‘Why ‘Corporate’ reform?’ In addition, the APS Treasurer/Publisher will leave APS at the end of August 2014. This historically conjoined position has grown in recent years to become truly more than one job. Splitting it requires the APS Constitution to be changed.
Will the culture of APS change?
No. Maintaining APS’s special physics culture has been the guiding principle during the development of the Corporate Reform plan.
What else isn’t changing?
The APS Units (Divisions, Topical Groups, Forums, and Sections) will continue to be constituted and operate as they do now.
Why is this happening so quickly?
It’s not. Here is the four-year chronology.
How will the Constitution and Bylaws change?
They will be combined into one, high-level (Constitution & Bylaws) document. Policies and Procedures (P&P) manuals will contain details about APS structure and operations not explicitly described in the Constitution & Bylaws.
Will the Presidential Line structure change?
No. It will continue to have four APS-membership-elected members, each serving a four-year term, with one year spent in each office: Vice President, President Elect, President, and Past President.
Will the staff leadership (Operating Officers) structure change?
Yes. The current triumvirate will be replaced by a Chief Executive Officer (CEO), with an Editor in Chief (EiC) and other senior staff [expected to include a Publisher and Chief Financial Officer (CFO)] reporting to the CEO. This (CEO-led) model is typical of modern society leadership.
Is the intent to downsize APS staff?
No. The Corporate Reform plan is focused on the governance and senior leadership structures of APS.
What will be the role of the Chief Executive Officer (CEO)?
The CEO will manage the operations of the Society. All APS staff will report to the CEO.
Who will hire and supervise the Chief Executive Officer (CEO)?
The Board of Directors.
What will be the role of the Editor in Chief (EiC)?
The EiC will continue to have responsibility for the scientific journals published by the Society.
Who will hire and supervise the Editor in Chief (EiC)?
The Chief Executive Officer (CEO) and Board of Directors will jointly select and appoint the EiC. The EiC will report to the CEO.
Will the Council change?
Yes. It will be renamed the Council of Representatives and will focus on all matters of science and membership, including science policy, prizes and awards, Units, meetings, etc. It will consist of the Presidential Line, an APS-membership-elected Treasurer, eight APS-membership-elected Councilors, additional Councilors representing APS Units (Divisions, Forums, and Sections), additional Councilors representing APS Committees [for example, the Panel On Public Affairs (POPA)], and a Council-of-Representatives-elected Councilor to act as Speaker of the Council. In addition, the Chief Executive Officer (CEO) and Editor in Chief (EiC) will be nonvoting members. The Council of Representatives may also request other persons to sit with them as advisors. Each regular Councilor will serve a four-year term. The Speaker will preside over Council of Representatives meetings.
Will Unit representation on the Council change?
No. However, because the Council of Representatives will focus on scientific issues, the APS Units may receive more attention.
How will the Treasurer be different from the Treasurer/Publisher?
The Treasurer will be an APS-membership-elected member of the Council of Representatives and Board of Directors. The Treasurer will be responsible for oversight of both financial affairs (required by the new DC statutes) and deployment of financial resources to best achieve the mission of the Society. The Treasurer/Publisher is an Operating Officer. The ‘Treasurer’ part of this senior staff position acts more as a Chief Financial Officer (CFO). The CFO is expected to be a senior staff position, reporting to the Chief Executive Officer (CEO).
How will the Publisher be different from the Treasurer/Publisher?
The Publisher is expected to be a senior staff position, reporting to the Chief Executive Officer (CEO).
How often will the Council of Representatives meet?
At least twice a year. Most likely, more often. According to the new statutes that govern DC nonprofit corporations, meetings may be held in person or virtually.
Will the Executive Board change?
Yes. It will be renamed the Board of Directors and have overall responsibility for the governance and affairs (including financial) of the APS. Currently these are Council responsibilities. It will consist of the Presidential Line, the Treasurer (see ‘Will the Council change?’) and nine Council-elected members (‘Directors’) including the Speaker (see ‘Will the Council change?’). In addition, the Chief Executive Officer (CEO) and Editor in Chief (EiC) will be nonvoting members. The President may also designate a nonvoting Director to provide expertise, as needed. Each regular Director will serve a three-year term. The President will act as Chair of the Board of Directors.
How often will the Board of Directors meet?
At least three times a year. Most likely, more often. According to the new statutes that govern DC nonprofit corporations, meetings may be held in person or virtually.
Do Committees report to Board or Council?
Committees will report to the body (Council of Representatives/Board of Directors/both) most responsible for their work. For example, the Committee on Membership will report to the Council of Representatives, the new Finance Committee (that will oversee the work of the Budget and Investment Committees) will report to the Board of Directors, and the Publications Oversight Committee (that may be renamed the Committee on Scientific Publications) will report to both.
Are any other new positions being created?
Yes, a Secretary. The Secretary will be responsible for the minutes of the meetings of the Society and various other records that the Society is required to maintain in accordance with the new DC statutes. The Secretary may be an APS staff member.
How will APS move from the old to the new governance and leadership structures?
During the yearlong transition period, existing APS staff will cover key functions. A plan developed by the Operating Officers and Presidential Line, and approved by the Executive Board, will be followed.
What will happen if the new governance and leadership structures don’t work?
The Constitution & Bylaws can be amended. A new Governance Committee, created by the Board of Directors, will be responsible for reviewing the effectiveness of governance structures and processes and for making recommendations to the Board of Directors and Council of Representatives.
What should I do if my question is not listed here?
What should I do if I want more detail?
Visit the APS Corporate Reform webpage for videos, slide presentations, and copies of documents mentioned here.
Q: What are the financial implications of the new positions outlined in the proposed changes?
A: The new governance structure requires some new positions, primarily a Chief Executive Officer. The functions of Publisher and Treasurer performed by Joe Serene until he stepped down at the end of August 2014 also need to be replaced. These require a new Publisher and a Chief Financial Officer (the Treasurer title is now to be used by an unpaid financial oversight member of the Board of Directors).
The budget planning number for the salary and benefits of the one new and two replaced positions is $1.3M; this will be offset by the availability of the funds used to pay Joe Serene. With the expected filling of these posts mid-year or later in 2015, the 2015 cost is estimated to be $400k.
This budget plan is based on the assumption that these are three full-time positions, and that the Executive Officer position is retained as a full-time job. (The Executive Officer position is already part of the budget so is not included in the $1.3M estimate.)
The Chief Executive Officer will develop a new structure for the Executive operation. This may lead to new divisions of responsibility and could affect the budget impact. The planning number is believed to be conservative (i.e., the actual budget impact is likely to be less than the budget planning number).
Q: Are the staff salaries made public?
A: Like all nonprofit corporations, the APS files an IRS Form 990 every year. Salary information is publicly available from the 990.
Q: Will elected members serving on the Board of Directors be compensated?
A: No. As has always been the case for APS members elected to the Executive Board and Council, no APS members elected to the Board of Directors will be compensated for serving on the Board of Directors, other than reimbursement for travel expenses incurred while doing APS business. The Compensation Committee recommends compensation for the Chief Executive Officer and other paid staff Officers. This is not a new function – it was previously carried out by the Senior Personnel Committee.
Q: What will be the accountability relationship between the Chief Executive Officer and the President?
A: The President will continue to be the chief elected official of the Society. The Chief Executive Officer will not be ‘elected’ but selected and appointed by the Board of Directors. The President, along with the Board of Directors and the Council of Representatives, will continue to be responsible for the philosophy and general direction of the Society, while the Chief Executive Officer will be charged with the execution of the programs and services needed to fulfill that philosophy and direction in order to achieve the strategic plan. Of late, because of the lack of a Chief Executive Officer, the Presidential Line and the President in particular, have felt they were far more involved in day-to-day decision-making and execution of direction than was appropriate or effective. The President will no longer directly oversee the work of the Executive Officer, the Publisher, and the Editor in Chief, but will retain the direct oversight of the Chief Executive Officer. Thus, the President will have more time available to focus on key strategic issues facing APS and physics.
Q: What will be the role of the Presidential Line under the realignment?
A: The Presidential Line will direct their efforts to the overall issues affecting the APS and the work of the Board of Directors in particular. They will also be members of the Council of Representatives as individuals and the President-Elect shall also be a member of the Steering Committee of the Council of Representatives. This separation was recommended to avoid duplication of effort relative to the work of the two bodies (Board of Directors and Council of Representatives). It is expected that the Presidential Line and the Council of Representatives Steering Committee will work closely together, particularly on issues that cross accountability.
Q: What is the role and remit of the new Executive Committee?
A: The existence and role of the Executive Committee as articulated in the new Constitution & Bylaws officially codifies existing APS practices. From time to time issues will arise that require a (Board of Directors-level) decision on a very short timescale. Currently such decisions are made by the Executive Officer and other Operating Officers together with the Presidential Line. In codifying this practice it will be made much more transparent and by requiring that any such decision is relayed to the Board of Directors within a short time window, the Board of Directors is kept up to date and informed.
Q: How will the proposed changes align better with the statutes that govern District of Columbia nonprofit corporations?
A: APS leadership has determined that opting-in to being governed by the new DC statutes for nonprofit organizations will provide the organization with greater liability protection for Directors, Officers, and employees than exists under the old statutes. This action was advised by the APS counsel. Doing so requires several specific changes in APS governance: 1) creating greater clarity of various corporate powers (that is, identifying what accountabilities and authorities reside in which parts of the organization); 2) creating an office of “Secretary” and modifying the office of “Treasurer” to ensure these functions are performed in compliance with DC statute; 3) holding an annual meeting of members and 4) establishing meeting notification periods. The bulk of the proposed changes to APS's organizational documents are proposed not to meet requirements of the new statute (which is designed to provide substantial flexibility in corporate operations), but to better suit APS’s organizational needs.
Q: The Board may, by vote of the Board, remove a Director for cause, as determined by reference to the District of Columbia Nonprofit Corporation Act provisions relating to the removal of Directors. A Director removed in this way would also be automatically removed from the Council. Correspondingly, a Councilor removed from the Council 'for cause' would also be removed from the Board (if they are also a Director). Why is such 'double' removal considered appropriate?
A: Under DC law removal 'for cause' is given a high threshold. Examples include a Director declared of unsound mind, or convicted of a felony or breach of duty. Given the magnitude of the transgressions required, removal from both bodies of the APS is considered appropriate.
Q: The Special Issue of APS News described the proposed changes to APS governance and their benefits. Are there opposing views or arguments against the proposals before the membership?
A: During the nine-month process of reaching the current consensus proposal, members of Council, as well as members of Unit Executive Committees and individual APS members, raised a number of issues. After extensive discussions and interactions between the Committee on Corporate Reform and the Committee on Constitution and Bylaws and the Council, the draft proposals were modified to address the issues raised to the satisfaction of the Council. The proposal now before the members was passed by the Council without a dissenting vote.
Q: Does the new system unduly reduce the traditional member driven culture of APS?
A: The intent is that the Society will become even more responsive to its members. A series of checks and balances have been incorporated to ensure member input into APS direction, while still enabling the Society to be more responsive to the rapidly changing world in which it operates. The APS members elect all voting members of governance either directly (Officers and Council) or indirectly (Board members are drawn from member elected Council). The Council will be the representative body that serves as a check to the authority of the Board. The Board's work is informed by the Council and, as the ultimate fiduciary for APS, balances the authority of the CEO, who is accountable to the Board. The governance system is designed to engage all three components while also streamlining processes that can be both cumbersome and time consuming.
For example, significant change such as amending the Constitution and Bylaws can now take upwards of a year or more and be quite expensive in effort and cost. In the new system, change would begin with the Board adoption of a Constitution and Bylaws amendment (after consultation with the Governance Committee), followed by a 30- day member comment period, before the Council’s ultimate acceptance or rejection of the change. This approach allows APS to be nimble, thoughtful and responsive to its members, as the elected leaders execute the fiduciary roles to which they were elected.