2018 ESA Governance Review: Answers to Questions and Comments
In 2018, ESA members approved a revised set of Bylaws for the Society. Paired with a new Society Policy Manual, the amended Bylaws are aimed at better enabling ESA to adapt its governance procedures and improve the work of the Society through its volunteers. Support for the Bylaws revision was strong among voting members: Among yes and no votes, the margin was 92 percent yes, 8 percent no. The new ESA Bylaws and accompanying Society Policy Manual took effect January 1, 2019.
Through the end of May 2018, ESA Members were invited to provide comment and feedback, both online and in person at ESA Branch Meetings, on the preliminary proposals for Bylaws revisions made by the ESA Special Committee on Governance. Throughout that period, questions from members were answered by the committee and published on the ESA website, here. All member comment and feedback was then reviewed by the Special Committee on Governance and considered as it developed its final recommendations for revising the ESA Bylaws.
For additional background on the full governance review process and member voting period, see "2018 ESA Governance Review: Creating Opportunities for the Future."
And, for an in-depth explanation of many of the proposed changes and the governance review process, see the Q&A below.
For additional questions about the Bylaws revisions and the governance review process, contact firstname.lastname@example.org.
Governance Review Process
- Why does governance matter?
- Why are you reviewing ESA's governance now?
- How will these changes benefit ESA members?
- How have the current ESA Bylaws led to situations in which members have been prevented from participating fully in the Society?
- How will these changes benefit ESA?
- What steps is ESA taking to get members engaged in learning about these governance changes?
- How has member input been involved in the development of these potential governance changes?
- How have younger ESA members specifically been involved in the development of these potential governance changes?
- What potential risks have been evaluated in making these changes to ESA's governance structure?
Member Comment and Voting Process
- This draft does not provide specific information about how these potential changes would be implemented. Will that information be provided before the member vote this summer?
- When the final bylaws language and Policies and Procedures language are posted for member review, can the task force provide the rationale behind each change?
- Why aren't members being given more time to review the proposed changes? Can we wait to have a bigger town hall meeting at the annual meeting in November?
Policies and Procedures
- According to the current Bylaws, there should be a "Society Policy Manual." Does ESA have a current Policy Manual, and if so, why is it not online?
- Who will create the new Policies and Procedures document, and how will it be developed?
- How will members know what our current policies are if those policies are not included in the bylaws? How will members know how to influence governance decisions?
Annual Business Meeting and Member Oversight
- If more decisions are made directly by the ESA Governing Board, how will members be able to ensure the board is not acting contrary to the will of the membership?
- One proposed change is to eliminate the required member business meeting at the Annual Meeting. Will this reduce members' ability to ensure proper oversight of the Governing Board and its activities?
- What is the reasoning behind removing the requirement for an in-person annual business meeting from the bylaws?
- If we no longer have an in-person business meeting, how will students and early-career professionals have the opportunity to see ESA business discussed and debated in person?
Diversity & Inclusion
- What does "inclusiveness and engagement" really mean to ESA?
- If the organization is aiming to make ESA more inclusive, shouldn't more decisions be put up to a member vote, to include the full membership in decisionmaking?
- The Special Committee on Governance was intended to be broadly representative of Sections, Branches, and career stages, but it does not include representatives of every Branch. Is this sufficiently inclusive?
- As ESA makes updates to its governance, will ESA pursue any changes that will allow for greater public, societal, and political engagement by the Society?
- What would be moved to Policies and Procedures from Article II: Membership, and what would be maintained in the Bylaws?
Sections and Branches
- Why do the proposed bylaws changes not include changes to the Branch/Section/Governing Board composition and structure?
- Would adding or changing the structure of ESA's Branches and Sections still require a member vote under the proposed Bylaws revisions?
- Would the proposed Bylaws updates create conflict with existing Section and Branch bylaws and operating procedures?
- How is the task force deciding which committees remain in the bylaws and which move to Policies & Procedures?
- Will moving committees out of the bylaws make it easier for the Governing Board to remove a committee without due process?
- If a committee is doing well, would it be moved from Policies & Procedures to the bylaws?
- Why would the Common Names Committee remain a standing committee?
- ESA's standing Committee on Membership and Committee on International Affairs are currently inactive. What would happen to these committees under the proposed Bylaws updates?
- ESA's publications are important to the Society. Will moving the description of the Publications Council out of the bylaws and into Policies and Procedures harm the publications program?
- What would the "intentional recruiting of future leaders" look like? Would the Branches and Sections continue to have input, or would this be driven primarily by the Governing Board? And how does that factor in to the proposed Bylaws updates?
Board Member/Officer Removal
- Why do the proposed updates include adding language about removing a Governing Board member or officer?
- For Governing Board members who are elected by a specific Section or Branch, should the Section or Branch members that elected them be involved in any decision to remove the board member?
- Is there a mechanism for replacing a Governing Board member if one is removed from the board?
- Why would Article IX: Funds of the Society be moved to Policies and Procedures under the proposed updates?
- What are the benefits to adding Governing Board members to the Finance Committee? Does adding board members to the committee risk making the Finance Committee less able to independently monitor ESA's budget and finances?
- Will my certification as a Board Certified Entomologist or Associate Certified Entomologist be affected by the removal of "Article VIII: Board Certification" from the ESA Bylaws?
- If certifications are not included in the ESA bylaws, how can members be confident that ESA will continue to offer certifications?
Governance Review Process
ESA's governance structure determines how the Society makes decisions and how leaders within the Society are identified and selected. To fulfill our strategic principles, ESA must ensure that its governance system provides opportunities for all members, has a global perspective, and supports ESA's work to increase its influence. [Back to top]
ESA's Renewal took place 10 years ago. In the last 10 years, ESA's environment and our members' needs have changed significantly; as the world around us changes, our governance must change, too, to ensure that we are still fulfilling our mission to the best of our ability. [Back to top]
Building a nimbler governance system will help ESA adjust course when there are changes or events that affect entomologists. For example, if a major funding body considers reducing or cutting support for programs that are important to entomologists, the faster ESA can respond, the more likely we are to have a significant impact.
A governance system that is more inclusive will help ESA better live out its social principle, "ESA has a social responsibility to develop ALL members." When members are prevented from participating fully in the Society, they can become frustrated and disengaged from our community. This is a loss for all of us.
Finally, feedback we have already received makes it clear that members need ESA to provide support for their professional development and their involvement in the Society in ways that make sense for today's career paths, which have changed significantly from what entomology students could expect even 20 years ago. Members want professional development and volunteer leadership opportunities that meet their needs in real time, provided in the formats they find most helpful and accessible. [Back to top]
Currently, there are more members interested in the joining the Education and Outreach Committee than the committee can accommodate under its current size and structure. The committee's in-person meetings at the ESA Annual Meeting typically include many individuals who cannot join the committee and therefore cannot join in its decision-making. For a public-facing committee like Education & Outreach, it would be valuable to be able to grow the committee as needed to support the number and type of outreach efforts planned in a given year.
Another example, discussed in more detail below, is that any member who cannot be funded to attend the annual meeting, due to budget restraints at his/her organization, lack of employment, or lack of employer support of the Society, is prevented from participating in an in-person business meeting taking place at the Annual Meeting.
For committees set up with a one-member-per-branch or a one-member-per-section representative structure, if there are multiple interested members from a single branch or section, all but one of those interested members will be unable to join the committee. Depending on the task set before the committee, that kind of representative structure may be entirely appropriate. But for committees with hands-on tasks that can benefit from an increased number of participants, having additional members could benefit both the committee and the additional members interested in participating. [Back to top]
ESA only succeeds when we meet the needs of members and entomologists more broadly, so a governance system that allows us to rapidly respond to issues of importance to members is critical for ESA's success. In addition, a governance structure that increases member opportunities and engagement should also increase interest in joining ESA and attending ESA meetings, which will give ESA even greater resources to then devote to better serving the needs of entomologists. [Back to top]
Governance can seem like a dry topic, so the governance task force and the ESA staff supporting their work have spent a good amount of time considering how best to engage members in the topic. Extensive communications are underway or in the works, including outreach through American Entomologist, the ESA eNews, direct email, social media, the online ESA Community, in-person town halls held at Branch meetings, and more. ESA strongly encourages members to provide feedback to shape the direction of the final bylaws revisions and Policies and Procedures language, and we hope members will take every opportunity to share their ideas and concerns. [Back to top]
In early 2017, ESA conducted an electronic survey of past and current Society volunteers from Sections, Branches, committees, and other task forces and groups to learn about their experience participating in the Society and their perspectives on ESA governance. The results of that survey informed discussions at a summit of volunteer leaders from across the Society in June 2017, in which participants identified common themes and priorities for improvements the Society could make. Those three, member-generated goals have been the guiding vision for the governance review process in 2018: a more nimble and responsive ESA, a more inclusive ESA, and enhanced leadership development and planning for ESA.
The Governing Board then appointed a group of members representing different Sections, Branches, and career stages to comprise the Special Committee on Governance, which has worked to consider ESA's governance and how it might be changed to meet those goals. The special committee developed a preliminary proposal for further member review.
Now, ESA asks members to provide feedback on the task force's proposal; members can comment via an online form or in-person at Town Hall sessions at ESA's 2018 Branch Meetings. This member comment period will be critical in guiding the direction of a formal set of proposed amendments to the ESA Bylaws as well as a new Policies and Procedures document, which would be subject to approval by two-thirds of voting members in the Society's annual elections in the summer. [Back to top]
Student and early career professionals (ECP) members were included in both the survey of past and current Society volunteers and the summit of volunteer leaders in 2017 as key participants in the Society's work to envision key goals for this year's governance review process. In addition, the Special Committee on Governance also includes Alix Whitener, a Ph.D. student at Washington State University and immediate past chair of the ESA Committee on Student Affairs. [Back to top]
No system is perfect, so as long as the Society has a democratic system of governance, we do run a small risk of electing leaders who fail to appropriately respond to and serve member needs. To guard against that risk, it is important that our governance system have built-in incentives for elected leaders to serve in good faith and mechanisms for digressions to be corrected.
This fundamental dynamic has been kept in mind throughout the governance review process thus far; the Special Committee on Governance has regularly discussed how any changes would impact members' oversight of the Society, and member feedback has reinforced this concern. To ensure that adequate safeguards remain in place, the task force recommends that: Governing Board members continue to be chosen from among the ESA membership via Society-wide and Section and Branch electoral processes; Governing Board decisions and meeting minutes continue to be accessible to any Society member; Bylaws and Policies and Procedures be made consistently available for member review; and members continue to have the opportunity to petition the Governing Board on any issue of concern. [Back to top]
Member Comment and Voting Process
This draft does not provide specific information about how these potential changes would be implemented—for example, specific Policies and Procedures language in support of these proposed changes is not available online. Will that information be provided before the member vote this summer?
The outline of proposed bylaws updates issued by the Special Committee on Governance on March 1 is a preliminary outline meant to give ESA members a picture of the direction the Committee suggests for moving ESA's governance toward the goals of greater nimbleness and inclusion, so that members can provide feedback and course correction as needed. Specific revised bylaws and Policies and Procedures language will be created only after member input is collected in March and April 2018.
In May, the Committee will use that member feedback to draft a formal set of proposed amendments to the ESA Bylaws as well as a new Policies and Procedures document. Both would then be provided to ESA membership for examination with 30 days' notice (as required by current bylaws) prior to a member vote during the Society's annual elections in the summer. [Back to top]
Yes! The governance task force will provide both a "clean" version of the bylaws and Policies and Procedures language as well as an annotated version with the rationale behind each change. [Back to top]
The process of developing these proposed changes began in February 2017 with a survey of all ESA volunteers to determine what elements of ESA governance had strong support among our volunteer corps and what areas might be creating obstacles to their work. The survey results were then discussed in detail during an in-person summit of the Governing Board, Section and Branch leadership, and other volunteer and committee leaders in June 2017. Those conversations then became the basis of the work of the Special Committee on Governance, which has been meeting for several months to develop a proposal that addresses specific concerns and ideas raised through the survey and the summit.
Looking ahead to the scheduled ESA election in July 2018, the governance task force planned its work to maximize member review and input while still maintaining the momentum that began in 2017. A three-month review period from March-May strikes a balance between those two needs. However, the committee is also listening closely to member input and will change its planned timeline if the significant portion of the membership expresses concern with the proposed changes. [Back to top]
Policies and Procedures
ESA does not currently have a Society Policy Manual. The Special Committee on Governance identified this early on as one of the issues that needed to be addressed in their proposed governance changes. As noted elsewhere in these questions and answers, the task force will be writing a policy manual (also referred to as Policies and Procedures) based on member response to their initial proposals. Once written, the manual/Policies and Procedures will remain publicly available on the ESA website. [Back to top]
The new Policies and Procedures document will be created by the Special Committee on Governance, using the preliminary proposal currently available for member review as a starting point. The special committee will revise the proposal based on the member input it has received and then expand the document with specific policies and procedures language. If these bylaws changes are passed, the Policies and Procedures document would then be maintained by the Governing Board and kept publicly available on the ESA website. [Back to top]
Currently, ESA's Bylaws are housed publicly on the ESA website. If ESA moves forward with the proposed changes, a complete copy of ESA's Policies and Procedures would be placed on the website alongside the Bylaws and revised as needed to keep it fully up to date. Members would be able to consult the Policies and Procedures at their convenience.
In addition, ESA would seek opportunities to communicate about board activities and garner member input in a variety of ways, including regular reporting in the ESA eNews, Q&A events in the online ESA Community and on social media, board representative reports at Branch and Section meetings, and town hall events at Branch meetings and the Annual Meeting. [Back to top]
Annual Business Meeting and Member Oversight
Members can and will continue to have a wide variety of channels through which to make their voice heard and engage in guiding the future direction of ESA.
Most fundamentally, every member can (and should!) vote in the Society's elections to fill its Governing Board and elected officer seats. Members with a specific idea for change can also petition the Governing Board, with a minimum of 100 member signatures, to place an issue on the ballot for member vote. (This provision exists in the current ESA Bylaws and will be maintained.)
More informally, members can participate in town hall sessions at ESA Branch Meetings and the Annual Meeting, as well as their annual Section Business Meetings. Members can also contact their peers on the ESA Governing Board or on their Section and Branch governing councils at any time. Members can stay informed of Governing Board activity via regular reporting of board activities in ESA eNews and in the board's meeting minutes posted on the ESA website.
And, of course, members are encouraged to take a leadership role themselves! Member participation in committees, task forces, and governing bodies at all levels of the Society is critical to its success. [Back to top]
The ESA annual business meeting has traditionally been held once per year, in person, at the ESA Annual Meeting's closing general session. However, this format excludes members who cannot attend at that place and time, whether because their employer cannot fund their attendance, they have a scheduling conflict, or they have family obligations or health issues that make travel difficult. In recent years, attendance at the business meeting and closing session has been just 50-60 people.
The proposed removal of the in-person business meeting from the bylaws would go hand in hand with the development of other opportunities for member oversight of the Governing Board's work, including regular reporting of board activities in the ESA eNews, Q&A events in the online ESA Community or other social media platforms, and, for members who prefer in-person events, town hall meetings to be held at Branch meetings and the Annual Meeting. This shift from a single in-person event to multiple virtual and in-person options is intended to create greater transparency and provide opportunities for significantly more members to become aware of and involved in Governing Board activities, at a time and place that works for them. [Back to top]
In-person business meetings are an outgrowth of the way scientific societies formed in the 1800s and early 1900s. Those societies coalesced around an annual in-person meeting to exchange scientific information face-to-face, because other forms of communication were time-consuming and inefficient.
Today, ESA has many communications options available, opening up Society communications to all members wherever they are, instead of limiting Society business to a single time and place that may not be accessible to all members.
Additionally, the Society's business meetings have had declining attendance over the years, with those present often representing less than 2% of the total membership. As such, they do not serve as a good method for gaining broad input. [Back to top]
Although the governance task force has recommended removing the requirement for an in-person business meeting from the bylaws, the task force members strongly believe that ESA must still offer opportunities to discuss Society business in-person, in addition to electronic discussion and communications. The task force has recommended holding in-person town halls at Branch meetings and the Annual Meeting, as well as continuing the practice of having Branch and Section Governing Board representatives report and answer questions during their Branch and Section business meetings. The task force recommends increasing the number of touch points between the Society's leaders and the membership, to increase member engagement and inclusion. [Back to top]
Diversity & Inclusion
Inclusiveness and engagement are embedded across ESA's guiding documents:
- In its Mission and Outcome Statements: "To increase the diversity and satisfaction of members and customers as well as the value provided to them."
- In its Strategic Principles: "ESA has a social responsibility to develop ALL of its members."
- In its Ethics Statement: "Treat all people with civility, avoiding harassment and discrimination."
- In its Diversity & Inclusion Statement: "We welcome into our Society and encourage the participation of all individuals who are interested in entomology regardless of age, gender, gender identity, race, cultural background, religion, physical ability, sexual orientation, professional status, geographic location, and all other characteristics that make our members unique."
The pursuit of these ideals has been a motivating factor in ESA's governance review process, and the Special Committee on Governance's proposed updates for the ESA Bylaws are, in part, aimed at allowing greater inclusiveness in how the Society's volunteer groups engage members. For example, simply making it easier for an ESA Committee to readjust its scope or participant makeup (by Governing Board approval, rather than annual member vote) can create opportunities for a more diverse set of members to become involved with ESA, thereby furthering the Society's pursuit of these goals noted above. [Back to top]
In a perfect world, all 7,000 of ESA's members would participate fully in Society decisions. But, in reality, no organization that numbers in the thousands can function on a day-to-day basis as a committee of the whole. Entomologists are busy people, and the Society would likely witness significant voter fatigue if it regularly posed governance decisions to members for a vote. A system in which elected leaders make decisions on behalf of the Society's membership is the most effective and practical model of governance for the organization.
Within these parameters, it is imperative for ESA to seek to ensure that its volunteer leaders are diverse and representative of the full variety of qualities, backgrounds, and perspectives within the membership—and for ESA members to hold the organization accountable for doing so. But, in their current form, the ESA Bylaws prescribe the high hurdle of approval by member vote for many of these potential changes. A lack of agility in the Society's processes may at times impede its pursuit of greater inclusiveness. [Back to top]
The Special Committee on Governance was intended to be broadly representative of Sections, Branches, and career stages, but it does not include representatives of every Branch. Is this sufficiently inclusive?
As the Governing Board appointed the Special Committee on Governance, the board sought to ensure that the committee would be broadly inclusive of the perspectives of different Sections, Branches, and career stages within the membership. At the same time, the Governing Board wanted to ensure that the committee would not become too large to be effective. Therefore, although the committee representatives provide a variety of Branch, Section, and career-stage perspectives, they do not cover every geographic area or career stage.
It's worth noting that even if the task force did include representatives of every Branch, Section, career stage, and similar group within the ESA membership, they would not represent the full breadth of opinions within their groups—two members of the same Branch may have very different perspectives on Society bylaws and governance, for instance. This is why the task force planned for town halls at Branches, calls with Section and Branch leaders, and opportunities for all members to provide written comment as part of the timeline for developing these proposed governance changes. The task force and the Governing Board want to provide opportunities for any and all members to share their unique perspectives. [Back to top]
ESA's work is based around three key strategic principles:
- ESA has a social responsibility to develop ALL of its members.
- The science of entomology is global; therefore, ESA is global.
- To realize our profession's full potential, ESA must increase its influence.
These strategic principles, which remain the core of ESA's operations, speak directly to in the importance of public, societal, and political engagement.
It is the task force's hope that by increasing the Society's nimbleness and inclusivity, we will be better able to engage with the public and better respond to issues as they arise at the federal level. As the U.S. news cycle continues to speed up, the public and the government expect increasingly rapid responses to issues, and a more nimble ESA can better meet this expectation. At the same time, greater inclusivity lets us ensure that our responses are governed by a representative group of members with appropriate expertise in the issue at hand. [Back to top]
Most specifications about membership in the Bylaws would be moved to Policies and Procedures, but the Bylaws would continue to state that the Society has members and that all members in good standing have the right to vote and hold office. Moving the finer details to Policies and Procedures would allow the Governing Board to adjust the Society's membership structure if needed in the future to continue to align with the evolving nature of the entomological profession. [Back to top]
Sections and Branches
The governance task force based its preliminary recommendations on the results of a survey of Society volunteers, followed by an in-person summit where Branch, Section, and committee leaders came together to discuss the needs of the Society. Based on those discussions, the task force did not see any strong member interest in changes to the basic structure of the Branches, Sections, and Governing Board. [Back to top]
Yes. While the bulk of Article V: Sections and Article VI: Branches would be moved to Policies and Procedures under the proposed updates, a Bylaws provision would remain to require a Society-wide member vote to make changes to Section or Branch structure (e.g., adding a new Section or changing a Branch's geographic boundaries).
No, they should not. Under ESA's existing bylaws, the Sections and Branches are empowered to be self-governing, and this proposal would not change that. The only restriction is that the Sections and Branches cannot adopt bylaws that are in direct conflict with ESA's bylaws, which is true under our current bylaws and would remain true if the proposed changes are adopted. [Back to top]
Certain committees must remain in the Bylaws due to legal requirements for nonprofit governance, including the Committees on Finance and Audit. Barring legal requirements or other significant reasons for a specific committee to be delineated in the Bylaws, the task force is recommending moving all committees to ESA's Policies and Procedures to allow committees to be nimble in their responses to member needs and changes in ESA's operating environment. [Back to top]
For the six Standing Committees that would be moved to Policies and Procedures under the proposed bylaws revisions, the current requirement for a bylaws amendment via member vote to discontinue any of them would be changed to a vote of the Governing Board. Eliminating such a committee would require a majority vote of the Governing Board, whose members are elected by the ESA membership and its Sections and Branches with the charge of fostering the health and welfare of the Society as a whole. If the Governing Board were to eliminate a committee without due process and consideration, that would violate the board's sworn duties to the Society, and certainly would lead members to raise concerns via the petition process.
It's worth noting that our current Bylaws already grant the Governing Board the authority to create, modify, or discontinue ESA's Presidential and Special Committees. The proposed changes would move the parameters for Standing Committees to be in line with that of other committee types. [Back to top]
A committee's placement in the Bylaws versus Policies and Procedures isn't a reflection on the success or the importance of the committee. As noted above, the placement of a committee in Bylaws or Policies and Procedures would be related to its purpose, not its performance. Once created, a committee would remain in Policies and Procedures either until the end of a pre-determined time period (if specified in the committee's initial charge) or until such time that the Governing Board voted to disband it (if the Governing Board determined in cooperation with the committee that the committee's purpose was no longer necessary to pursue).
A high-performing committee could very well be discontinued if it reaches the point of "mission accomplished." Our current process of requiring Bylaws amendments by member vote to add, modify, or remove committees creates the risk of committees outliving their purpose—taking up valuable volunteer time that could be directed to new goals—or new committees not being formed in time to take advantage of fast-moving opportunities. [Back to top]
ESA's Committee on the Common Names of Insects has a long history originating with our predecessor organization the American Association of Economic Entomologists. Because a committee focused on common names is not a standard or common part of a scientific society's governance, the task force felt that continuing to include this particular committee in the bylaws could be helpful for clarity's sake. However, the task force has received questions about whether this is consistent with other proposed changes to the Bylaws and will consider them as we prepare our final, detailed proposal for the membership. [Back to top]
Along with other standing committees that are not legally or otherwise required to be delineated in the bylaws, the Committees on Membership and International Affairs would move to Policies & Procedures. Should a need arise that fits those committees' areas of focus, the Governing Board would be able to quickly move forward in reviving them to pursue that opportunity. [Back to top]
ESA's publications are critical to the Society. First and foremost, they support all three of ESA's core strategic principles, by helping support the development of ESA members, by providing a venue for publication of entomological science from around the globe, and by supporting ESA's reputation and influence as a scientific publisher. The publications also generate revenue that supports other ESA activities, including non-revenue-generating programs like travel grants and science policy efforts.
Under the proposed changes, specific language about ESA's publications would move from the Bylaws to Policies and Procedures. This is not intended to imply that the publications are less important; instead, it is intended to provide the publications with the flexibility they need to operate successfully.
The number of competitors to ESA's journals has increased rapidly in the past 10-15 years, with the launch of other entomological titles as well as large megajournals like PLOS One. The most successful competitor titles are able to quickly respond to opportunities and changes in the field. By streamlining the process of change for the publications program, we intend to make our publications better able to respond in that same way to their environment. [Back to top]
What would the "intentional recruiting of future leaders" look like? Would the Branches and Sections continue to have input, or would this be driven primarily by the Governing Board? And how does that factor in to the proposed Bylaws updates?
Currently, many ESA leadership positions are filled by individuals who raise their hand to participate, or, in some cases, individuals who are asked to fill in because no one else has volunteered. Neither of these options is inherently bad, but there are potential drawbacks. There are certainly ESA members with skills that could be a great help to the Society who don't happen to know an existing Section, Branch, or Committee leader and therefore are never asked to volunteer. There are certainly other members who could make great contributions but don't realize that their skills are exactly what ESA needs, and therefore never raise their hand to volunteer.
Intentional leadership recruitment is a three-part process: First, ESA needs to identify the skills it is looking for in various volunteer positions and make that information publicly available through volunteer position descriptions and similar resources. Then, ESA needs to broaden its net as much as possible to identify ESA members who have those skills or are interested in developing them. This cannot be left up to the Governing Board alone, because that would narrow our net rather than broaden it. Intentional leadership development needs to involve current and past Section, Branch, and committee leaders, as well as other ESA members who may be connected to members who have never had the opportunity to volunteer.
Finally, ESA needs to offer leadership development opportunities for individuals who want to enhance or develop their skills, so that the Society can have a growing cohort of potential leaders who are both aware of the opportunities available and prepared to take advantage of them.
The proposed updates to the Bylaws do not directly address these processes, and no aspect of the Section and Branch representation in the Society's governance structure would change, but granting greater autonomy to Sections, Branches, and Committees would allow for incremental progress toward the goal of more inclusive leadership for the Society. The Special Committee on Governance envisions a future phase of governance improvement that would involve Sections and Branches in evolving the Society's leadership development processes to pursue these goals. [Back to top]
Board Member/Officer Removal
In the course of reviewing the ESA Bylaws for potential improvements, the Special Committee on Governance noticed that the bylaws currently provide no mechanism for the Society leadership to remove a director or officer from the Governing Board, should such a need arise. Such a provision would be created to be used only in rare cases, such as significant dereliction of duty or violation of the ESA Code of Conduct or Code of Ethics, though specific circumstances would likely not be specified in the Bylaws. Rather, discretion about what circumstances might necessitate removal would be left to the Governing Board, and removal would require a super-majority vote of Governing Board members. [Back to top]
Only the Governing Board would have the authority to vote to remove a member of the Governing Board. However, if such a serious decision were to be made, the Governing Board would only hold such a vote after dialogue with relevant Branch or Section leadership. [Back to top]
Mechanisms for replacement of board members exist in the current bylaws, and the task force does not intend to propose changes to those mechanisms:
- The Governing Board shall fill a vacancy in the office of Vice President-Elect by ballot as soon as practical from among the nominees in the most recent Vice President-Elect elections and the individual shall serve for the remainder of the term. If there are no available candidates from among the remaining nominees, the Society will hold a special election with a new slate of candidates.
- The Vice President-Elect shall fill a vacancy in the office of Vice President. The person shall serve for the remainder of the term as Vice President and succeed to the offices of President and Past President.
- In the case of vacancy or the inability of the President to serve, the Vice President shall serve for the remainder of the term and then succeed to a full term as President.
- A vacancy in the office of Past President shall be filled from the roster of willing former Presidents of the Society by ballot of the Governing Board.
- A vacancy in the office of Treasurer shall be filled by ballot of the Governing Board, and the person so selected shall serve for the remainder of the three-year term.
- Vacancies in a Section or Branch representative position shall be filled by their respective Section or Branch President as soon as practical. [Back to top]
As members of the ESA Governing Board, directors have a legal fiduciary duty to be faithful stewards of the Society and its finances and to act in the best interest of the organization. Denoting this in bylaws is somewhat redundant and could even restrict the Governing Board's ability to take necessary actions in the financial interest of the society. Moving specifications on funds of the Society to Policies and Procedures will ensure that these guidelines are always member-accessible; any changes would be determined after debate and vote of the full Governing Board. [Back to top]
What are the benefits to adding Governing Board members to the Finance Committee? Does adding board members to the committee risk making the Finance Committee less able to independently monitor ESA's budget and finances?
Under the proposed change to the makeup of the Committee on Finance, the makeup of the committee would be roughly balanced between members drawn from the ESA Governing Board and at-large members. The annual Society budget can be challenging to understand from an entirely removed perspective, and thus the inclusion of members of the Governing Board on the finance committee can help inform the group's perspective on important context and priorities underpinning the budget. This makeup is intended to enhance the committee's ability to make informed decisions while ensuring that the committee continues to provide independent oversight of the budget on behalf of Society members. [Back to top]
No, the certification program operated by the ESA Certification Corporation—and holders of BCE and ACE certifications—will not be affected by the proposed change to the ESA Bylaws. The certification program will continue as currently designed, and the Society remains committed to supporting its success. As noted below, the proposed removal of the article on certification in the ESA Bylaws is aimed at liability protection for ESA and making clear that the certification program is housed in the ESA Certification Corporation, which is separately incorporated. [Back to top]
The certification program (which includes the ACE program, the BCE program, and any future credentialing programs) was separately incorporated in 2009 as a 501(c)6 corporation to protect the non-profit tax status of both ESA and the certification program and to provide additional liability protection to the Society. ESA has subsidized the certification program from its inception; however, the ESA Certification Corporation is now paying the Society in full for any management and other services provided to it by the Society and generating small surpluses. ESA hired a full-time manager in 2017 whose sole mission is to grow and support the ESA Certification Corporation, showing the Society's continued support and commitment to the program. Removing the certification program from the bylaws helps maintain liability protection and makes clear that the program is housed in the ESA Certification Corporation, which is separately incorporated and is the official home for the Certification Board, the ESA Certification Corporation Governing Board, and other volunteer positions related to certification. [Back to top]