Update on APS Corporate Reform

APS April Meeting, Savannah

The APS Ad Hoc Committee on Corporate Reform unveiled its preliminary vision for the future governance of the Society at a Town Hall session held at the APS April Meeting. A video of the presentation can be found on the APS corporate reform web site. The draft proposal alters the roles and relationships of the Society’s governing bodies, creates a chief executive officer, and further distinguishes the responsibilities of the member-elected APS Council from the smaller Executive Board.

“It’s not final yet,” said Sam Aronson of Brookhaven National Laboratory, the APS President-elect. “We’re not done, but we are starting to form ideas that we are preparing to present to the Council.”

The recommendation splits the governance of the Society between a Board of Directors, which is legally required, and a Council of representatives. It is likely that the Council will continue to be elected by the units and divisions, while the Board will include members of the presidential line and several Councilors elected from the Council, similar to the present Executive Board.

The vision is that the Council would now focus primarily on high- level policy and on scientific issues, such as approving APS statements and forming new divisions.

“The membership has to have a way to express itself on issues that they think are important,” said APS President Malcolm Beasley. “To identify and frame the issues that the members have, that they feel are important for the APS to do or provide, is partly what the new Council would do.”

The Board of Directors would have final fiduciary responsibility for the Society, approving budgets and overseeing the operation of the Society, as Boards do in most organizations. It also would have responsibility for long-range strategic planning.

In addition, the executive team (a triumvirate of executive officer, Editor in Chief, and treasurer/publisher) that has run the day-to-day operations of the Society and its journals will likely be changed. Joseph Serene, the APS treasurer/publisher, has already announced his retirement at the end of August 2014. The proposal establishes a chief executive officer to oversee the Society’s top operating officers. This CEO would also be a non-voting member of the board.

“The plan to introduce a chief executive officer–that is the new part,” Beasley said. “There is still some uncertainty about how exactly the positions of Editor in Chief and publisher will fit into the proposed scheme.”

APS is now governed by a Council and Executive Board, but members of the Committee on Corporate Reform say that by dividing up the two bodies’ responsibilities they can each specialize in their respective areas.

“I think there’s widespread feeling, including among many of the Council members, that the Council itself is not being well used,” Aronson said. “It’s primarily being used as a rubber stamp for decisions from the Executive Board.”

These recommendations come after months of deliberation and consultation with outside experts. The Committee, formed in September, interviewed dozens of people from within the organization as well as representatives from other major scientific societies to compare leadership structures.

“Almost all scientific societies have the structure that we’re proposing,” Beasley said. “That’s not a reason to do so, but it tells you that it makes sense.”

The reform process has been motivated in part by recent changes to the rules of incorporation in Washington D.C., which puts the APS corporate structure somewhat at odds with the law. In addition, since it was established, the responsibilities of the existing treasurer/publisher position have grown too large for one person. Beasley and Aronson said that they wanted to keep the Society’s leadership up-to-date and able to respond to upcoming challenges.

“I think it’s a good idea for any organization to look at its governance structure regularly just to make sure that it’s aligned still with the needs of the Society,” Aronson said. “I don’t think it’s a question of fixing (or not) something that isn’t broken; it’s a question of looking to the future.”

Currently the Committee is taking feedback it’s received from members and planning to put together a final list of recommendations by mid-May. The Committee  hopes to hold a meeting with the Committee on Constitution and Bylaws by June 5 and secure Council support at their June 13 meeting in Phoenix. If approved by the Council, the Committee is aiming to hold a membership-wide vote on the plan sometime in September or October.

Aronson said that he has been hearing some concerns from the membership about the timeframe of the process. At various meetings, members raised concerns that there wasn’t enough time to fully review and discuss the proposed changes.

“I think the right thing for us to do at this point is to make a good effort to keep pushing this along,” Aronson said. “Let’s just go at the rate we think we can go and modify the schedule if
we think it needs more work.”

Both Beasley and Aronson urged that members look at the APS website on corporate reform as a means of engaging in the reform process. As Beasley noted, “It is must reading if you want to understand deeply the reform initiative, the reasons for it, the data that has been gathered, the values that must be preserved in any reforms and more details on the proposals themselves.” Links to information about the corporate reform initiative and a place to provide feedback are available at the APS corporate reform web site.