Task Committee On Governance Structure - Asce

Board Attachment 7Page 1 of 18American Society of Civil EngineersTASK COMMITTEE ON GOVERNANCE STRUCTUREReport to the Board of DirectionThe Task Committee on Governance Structure (TCGS) appreciates the opportunity to bepart of the discussion on the future of ASCE. We believe our work to date has generatedsome important conversations for the ASCE Board. As we move towards the completionof our assignment, we freely acknowledge the contribution and input of every Boardmember.Please allow me to give a brief recap of our milestones on this assignment. TCGS iscomprised of people with long volunteer service to ASCE, a variety of industry andprofessional perspectives, and common passion to maximize ASCE’s impact andsustainability. TCGS met for the first time in January where we did a comprehensivereview of ASCE’s work to date, studied the leadership structure of similar associations,evaluated the magnitude of changes expected in the future, and prepared a discussionproposal for presentation to the Board. Following the Spring Board presentation, wepolled and interviewed each sitting board member to gain feedback on key issues so wecould adjust proposed directional changes. We then decided to use the Summer Boardmeeting as an open discussion opportunity rather than an issue-by-issue review. TheTCGS then conducted a conference call to discuss and incorporate Board input into ourmodified proposal, which is the subject of this report.Before we discuss the specific changes, we think a review of some of our underlyingprinciples is important. Our number one goal is to create a Board structure and leadershipthat has the ability to address the issues that will allow ASCE the best chance of futuresuccess.One question that keeps being repeated is whether the existing structure is “broken”. Alook at the Board function may be helpful. As a 501c3 corporation, ASCE is a business.We operate as an association with a professional approach, but the underlying principlesof business cannot be ignored. Board members must understand that our generalmembership is our key customers/clients. They join us willingly, and they leave us whentheir needs are not met. More seasoned members often retain membership out of loyaltyto both ASCE and the profession while younger members are more value oriented. ASCEis faced with the challenge of providing value to all our members in a rapidly changingenvironment that is more connected than it has ever been in the history of ASCE. Theleadership structure must also align with and support ASCE’s vision, mission, goals, andBoard values.A major key to successful businesses is the ability to change in response to the needs ofits customers. For ASCE, those key customers happen to be our members, partners, andpublic as stated in its mission. Our Board needs to include Directors who understand theperspective of all our members so that the overall direction of the organization and the

Board Attachment 7Page 2 of 18services it delivers continue to meet their needs. None of us can ignore the changes thatASCE has seen particularly in member involvement, industry, technology, and societalshifts over the last 15 years. For ASCE to prosper, the real question is how ASCEgovernance should respond to changes in order to support civil engineers in all stages oftheir professional careers and to enhance ASCE’s impact and global outreach.A major component of our recommendation focuses on ensuring that the Board effectivelyaddresses critical perspectives. Our proposal is based on a philosophy related tostrategic Board membership. Each Board member is asked to consider each issue basedon what he/she believes is best for the entire Society. Representing a specific groupversus evaluating the entire Society can produce a difficult position for a Board member.Instead, our proposal places people on the Board whose perspectives cover the breadthof the Society and who have a deep understanding of ASCE and industry from theirexperience. This approach brings Board members who understand regions, institutes,committees, and international issues who can make important Board votes independentlyafter careful consideration.Two other questions will be addressed briefly. The first has to do with the size of theBoard. We did not start with a goal to achieve a certain Board size. We discussed Boardoperations from the basis of our research, and we decided that neither a decidedly largernor a smaller Board would be the best path for ASCE. Our efforts instead centered on thebest way to get the needed experience and perspectives on the Board for true strategicconsideration. After listening to Board input, we modified our initial proposal to achievethe stated goal.The second question raised at the Summer Board meeting related to what percentage ofthe Board truly represented the members. Since all of our Board members are ASCEmembers, they all have experience, perspective, and commitment to the success ofASCE. The proposed structure herein will have Directors with both geographic andinstitute knowledge, as well as Directors selected specifically to meet the Board’s currentneeds versus a potential narrow and marginal impact.With this background, TCGS offers the following modified proposal. An explanation ofeach change is given.1. Presidential officers (3) – No change, as our research has confirmed thatinvolvement of past, current, and next presidents in the Board is critical tocommunications and success. Please note that the presidential officers can comefrom any part of the ASCE structure.2. Treasurer (1) – We added the Treasurer as a voting Board member to reflect thecritical nature of ASCE’s finances. We recommend this person have prior Boardservice and corporate financial experience and be recommended by the Presidentelect for consideration by the Nominating Committee.

Board Attachment 7Page 3 of 183. Vice Presidents (0) – We removed these positions after hearing from the Board.4. Directors (8) – We increased the number of Directors based on Board input. Werecommend that four (4) Directors come through the technical nominating processand four (4) Directors come from the geographic nominating process.5. Global Director (1) – This position assures that global perspectives are considered.We do recommend that, given broad geographic/societal global differences andopportunities to grow ASCE internationally, processes be put into place thatassures maximum representation is possible from a singular position.6. Directors at Large (3) – These positions will be recommended by the newNominating Committee for approval by the Board to meet the Board’s currentneeds. We propose that the Nominating Committee be permitted to nominatepeople with prior Board service if critical knowledge or perspective is needed.Other changes resulting from this modified proposal include Executive Committeechanges, a new Nominating Committee, a Transition Plan, adjusted pathways to serveon the Board, and revised Director duties. Summaries of these changes follow.EXECUTIVE COMMITTEE:The Executive Committee composition includes the three (3) presidential officers, (4)senior directors serving their final year of Board service, the treasurer who becomes avoting member, and the secretary who continues to be a non-voting member.NOMINATING COMMITTEE:The Nominating Committee composition includes the past president, two (2) seniordirectors serving their final year of Board service who are appointed by the President, one(1) Presidential appointee representing Regions 1-9 who is not a member of the Board,one (1) Presidential appointee representing the technical region who is not a member ofthe Board, one (1) Presidential appointee providing a global perspective who is not amember of the Board, and one (1) member appointed from the Younger MemberCouncils.TRANSITION PLAN:A final transition plan will be prepared by the Governing Documents Committee forapproval by the Board at a future meeting. The time period necessary to completelyimplement the proposed structure will be approximately four (4) years to allow each sittingor newly elected Director to complete their term in office. For a period during thetransition, the size of the Board will vary as the changes are taking place. A drafttransition plan is provided in Attachment A.

Board Attachment 7Page 4 of 18PATHWAYS TO THE BOARD and NOMINATING COMMITTEES:Presidential OfficersThe progress from the position of President-Elect to the positions of President and thenImmediate Past President remains unchanged.TreasurerThe selection process for the Treasurer would move to the Nominating Committee. It isproposed that the Treasurer have the same voting rights as Directors and electedPresidential Officers.DirectorsThere are four pathways available to serve as a Society Director, as follows:1.A new Region 1-9 Nominating Committee, comprising members from Regions1-9 will be tasked with nominating up to two (2) Official Nominees for electionby the membership for each of their vacant Director positions.Region 1-9 Nominating Committee Structure 2.Meet annually at the Annual Convention, one of the MRLC’s or via web-ex.13 Members:o Chair of each Board of Governors in Regions 1-9 (9)o Current Directors from Regions 1-9 (4)Chaired by a senior Director in their final year of Board serviceChargeo Select up to 2 Candidates for each open Director position from Regions 19 that will be voted on by the ASCE membershipCandidates must have prior service as a Governor in Regions 1-9The existing Technical Region Nominating Committee, comprising membersfrom the Institutes, will be tasked with nominating up to two (2) OfficialNominees for each of their vacant Director positions for election by themembership.Nominees must have prior service as a voting member on an Institute Board ofGovernors.3.The Region 10 Board of Governors will be tasked with nominating up to two (2)Candidates for election to a single vacant Director positionNominees must have prior service as a voting member on the Region 10 Board ofGovernors or have prior service as a voting member on a Board of Governors inRegions 1 – 9 or an Institute Board of Governors and have a demonstrated globalperspective.