To: The APICS Board of Directors
From: The 2008 Governance Committee
In preparation for Wednesday’s call and vote on the governance motions, the committee is providing some additional background information. Following is a Motion-By Motion Review, including a statement of purpose for the motion, as well as the Governance Committee’s Intent in making the motion. In addition, please refer to the attached PowerPoint slides, which diagram the existing nominating process and the proposed nominating process for comparison.
Motion: 050801
APICS Officer Terms
Purpose:
To reduce the terms of the APICS Officers from 2 years to 1 year.
Intent:
This motion applies only to the Officers of the organization, not the Directors. APICS Officers include the Chair, Chair Elect, and Secretary/Treasurer.
The committee believes that the continuity in achieving APICS’s strategic objectives is best served through a sound integrated planning process, guided by a strategically-focused Board of directors.
Looking to the strategic plan, rather than a specific individual, to guide the organization ensures continuity from year to year, and minimizes the risk of losing focus with each change in leadership.
The committee also considered feedback from the 2007 Nominating Committee and the Director-At-Large Selection Committee from 2007. Both of those groups indicated that the length of commitment was cited as a main reason why qualified individuals were not interested in running for Board positions. The new longer terms are actually discouraging people from participating. By reducing the terms, the committee feels that we would be opening up the pool of very qualified individuals wanting to serve. On a related note; with the current terms, opportunities for advancement into leadership roles would only be two people every two years, where the new terms double that. This gives APICS the opportunity to take advantage of the input of a greater number of individuals in support of the overarching strategic plan.
Motion: 050802
Terms of Office of APICS Directors
Purpose:
To reduce the terms of the APICS Directors at large from 2 years to 1 year, renewable once (total 2 years maximum). Terms for District Directors will remain at 2 years, renewable once (total 4 years maximum).
Intent:
In reference to the Directors-at-large, the recommendation to reduce the terms to 1 year was in response to the feedback from the 2007 Director-at-large selection Committee, that the length of commitment was cited as a main reason why qualified individuals were not interested in running for Director-at-large positions. The one-year-term shortens the obligation, while allowing a second one-year-term allows for the selection committee to return someone to the position if the individual is willing and able to serve for one more year.
In considering the District Director terms, the committee recognized the significance of the chapters selecting the individuals for those positions, and left the longer terms (up to a total of 4 years) to ensure the chapters’ input into the selection of the individuals driving the ongoing continuity and consistency of direction during the transition of other individuals to and from the board.
Motion: 050803
Qualifications for APICS Officers
Purpose:
To further define the qualifications for the officer positions as follows:
o The chair-elect and secretary-treasurer must have served on the board within the past five years.
o Candidates for chair-elect may not have held the office of chair previously.
o Candidates for secretary-treasurer may not have held that office previously.
Intent:
The committee was looking to populate the officer positions with individuals who are familiar with the recent workings of the board and with the strategic direction of the organization.
The limitation to a single term in each position is designed to perpetuate a culture of continuous change and forward movement, and to ensure there is a continuous stream of fresh ideas to compliment the continuity of the strategic direction and the board.
Motion: 050804
APICS Board Officer Vacancies
Purpose:
To clarify that, in the event of a vacancy in the office of chair-elect, the secretary-treasurer shall assume the duties of the chair-elect until the Nominating Committee is convened to select a chair-elect candidate for election by the board of directors, such selection shall be accomplished within 60 days of the vacancy.
Intent:
Because the secretary/treasurer in not in an automatic succession path to the chair-elect and chair positions, he or she may not have the qualifications (or the desire) to succeed to either position. This motion is presented to ensure that the duties of the chair-elect are attended to in the event the chair becomes vacant, and proposes that the nominating committee reconvene in short order to select a replacement chair-elect candidate for election by the board. This does not preclude the secretary/treasurer from being elected to the chair-elect position, but states that it is not automatic.
Motion: 050805
APICS Chair Elect Duties
Purpose:
To state that the chair-elect will automatically succeed to the office of chair of the board on January 1 of the following term.
Intent:
Although the motions passed in 2007 intended that the succession from Chair-Elect to Chair was automatic, this was not stated anywhere in the bylaws. This motion states that explicitly.
Motion: 050806
Nominating Committee Qualifications and Composition
Purpose:
To add that the nominating committee is responsible for selecting the chair of the Curricula and Certification Committee in addition to the Body of Knowledge Committee, Voice of the Customer Committee, and the officer positions.
Also defines the composition of the nominating committee:
The Nominating Committee shall consist of six members including the committee chair, who are recommended by the governance committee. The committee composition will include at least three members who are current district directors or directors at large and at least one past board member.
Also defines the qualifications and terms for Nominating committee members:
Committee members must meet the following qualifications: Experience on the board within the past five years and may not be a current candidate for any office or chair.
Committee terms are for one year, and members may not exceed two consecutive terms..
Intent:
Based on feedback from nominating committees from the past few years, the nominations process is “broken”. Most notably, there was a common concern that the nominating committee members, while well-intentioned, were not necessarily familiar with the workings of the board, and types of qualifications and skills they should be evaluating in the candidates. The primary objective of this motion is to comprise the nominating committee of individuals who have recently served on the board and who would be familiar with the leadership needs and operations of the board and the strategic direction of the organization. This addresses the governance committee’s main focus continuity and focus on the strategic direction. A secondary result is the reduction in the size of the nominating committee, which will lead to a more consistent and thorough evaluation of the candidates.
The issue of Districts (thereby the chapters and members) being represented in the nominations process was addressed in a number of ways. Firstly, the Nominating Committee, including its chair, is to be recommended by the Governance committee (see motion 050807). The Governance Committee, as approved in the last round of governance changes, includes two District Mangers, selected by the District Managers Committee, as well as two current board members (selected by the board). Those two current board members may be District Directors, who were elected by their Districts. In addition, the 6 individuals on the nominating committee consist of at least 3 current District Directors or Directors at large as well as one past board member.
Motion: 050807
APICS Governance Committee Revision - Nominating Committee Selection Process
Purpose:
To add to the role of the governance committee the recommendation of the nominating committee:
The committee will recommend six potential Nominating Committee members, including the Nominating Committee chair, to the board of directors for ratification.
Intent:
Given that the governance committee is a study committee without specific authority other than to provide recommendations to the board, the committee felt it was an appropriate group to own the task of recommending the nominating committee to the board
The governance committee is already defined as consisting of a combination of District Mangers (selected by the District Managers Committee) and current board members (selected by the board) and the immediate past chair and current chair. The committee believes that this balances input from the current and recent boards with input from the Districts in terms of recommending the appropriate individuals for the nominating committee. This will serve to further de-politicize the nominations process in that the nominating committee will be selected by a diverse committee, and will have the sole task of recommending the best candidates to the board, without a power struggle between geographic areas or different levels within the organization..
Motion: 050808
APICS Governance Committee Revision - Standing Committees
Purpose:
To correct the committee definitions, including the addition of the functional committees, to agree with the motions passed at the end of 2007.
Intent: