by 2003 President Thompson E. Penney, FAIA, and President-elect Douglas L Steidl, FAIA, Co-chairs, Long Range Planning Advisory Group

Next month, AIA convention delegates will be asked to vote on four proposed Bylaws amendments. Why so many? Are they related? If so, how? And what do these changes seek to accomplish? The members of the AIA’s Long Range Planning Advisory Group, which first proposed these amendments, would like to take this opportunity to address these and related questions.

Background
In the 1990s, the AIA commissioned a series of studies that put our organization’s governance under a microscope. These studies concluded the Institute’s governance has at times been an impediment to the AIA being a more effective organization, reducing its value to the members. Accountability, responsibility, a clear definition of roles, continuity, and leadership were not always the hallmark of the way the Institute was functioning on behalf of its members.

This research informed the work of the task force that wrote the AIM Report, the Institute’s long-range planning document, which was adopted by the Board in 1999. In fact, governance is specifically identified as one of the seven AIM Objectives. Those who wrote the AIM Report were unanimous in envisioning a process of change leading to a system of governance that would: “transform the culture, structure, and resources of the Institute to facilitate the bold implementation of policies . . . and provide more timely, consistent, and innovative responses to emerging issues.”

Identifying the actions needed to take the Institute’s governance from where it was to some place closer to the AIM vision became one of the tasks of a long-range planning committee created specifically to monitor and advance the implementation of the report. That task moved front and center last year under the leadership of the Long-Range Planning Advisory Group’s (LRPAG) co-chairs, 2002 President Gordon Chong, FAIA, and then-First Vice President Gene Hopkins, FAIA.

Action
After research and days of deliberation, the preliminary findings of the group were referred for one final review and action to the 2004 LRPAG. With a fresh eye, the new group reviewed the findings and identified a number of first steps. These initial actions will, the members believe, begin a process leading to more effective management, continuity, greater deliberation, and more efficiency, while fostering leadership, each of which, if supported by the Board at its March meeting, require Bylaws changes that follow.

1. Amendment 04-B would increase the number of national Vice Presidents from three to four and would extend their terms of office from one to two years. In making this recommendation, the LRPAG carefully weighed the pros and cons of the outcome. Would a two-year commitment be too much to ask of a volunteer? Might this not make it more difficult for members of small firms to seek this office? Since the terms would be staggered (two beginning in even years, the other two in odd years), what would the consequences be of reducing the number of vice presidents from six to four in any two-year period?

On the other hand, past vice presidents have complained that a one-year term is not enough time to be truly effective. Also, at this time five of the seven elected officers rotate every year off the nine-member Executive Committee. This lack of continuity does not serve the members’ best interests. Having more time on the job will foster continuity, accountability, and improved leadership for those key issues shaping the future of the profession and society.

2. Amendment 04-C would remove the limits on consecutive terms served by regional directors. In proposing this amendment, the members of the LRPAG asked themselves if this action would be perceived as an endorsement of the status quo? In other words, would there be the risk of lifetime directors? However, all this amendment proposes is that the question of term limits be left up to the regions, not the Board. In other words, this amendment empowers the regions to decide what works best for them in pursuing effective leadership—term limits or not.

3. Amendment 04-D would grant voting rights for the CACE representative on the Executive Committee. At present, all members of the Executive Committee, except for the Executive Vice President/CEO and the former CACE President, serve on the Executive Committee as voting members. The CACE representative on the Executive Committee serves as an important voice for state and local components and except for voting rights, has the same rights, duties, and responsibilities as other members of the Executive Committee. Yet although the current sitting CACE president enjoys voting rights on the Board, this privilege does not follow when the former CACE president moves on to the Executive Committee. This amendment addresses this inconsistency and was unanimously endorsed by the Board at the March meeting.

The LRPAG also developed a conceptual statement that for the first time clearly articulates the distinct and complementary roles and responsibilities of the Board, the Executive Committee, and senior management. The intent is to streamline the governance process and make all three entities work more efficiently through a clear understanding of what constitutes the responsibilities of each of these three groups and how precisely they should relate to one another. Enhanced accountability, responsiveness, and leadership are the anticipated results.

This statement defining the roles of the Board, the Executive Committee, and senior management did not require a vote by the delegates and was approved at the Board’s meeting last March.

4. Bylaw Amendment 04-A (apportionment of regional directors) would raise the cap on the number of regional directors. This proposed amendment arose out of a situation that developed last year when two provisions of the existing Bylaws were discovered to be at cross purposes. The first provision states that the number of regional directors for each region “shall be determined from the Secretary’s annual count of assigned Architect and Associate members in good standing” according to a formula reflecting the percentage of such AIA members who are assigned to that region.

The second provision, however, states that the “total number of directors elected from regions shall not exceed thirty-four.” What happens when the formula entitles a region to another director, but adding that director would increase the total number of regional directors to more than 34? Since this is a governance issue, and the LRPAG was focused on governance, the Board referred the matter to the LRPAG.

The LRPAG recognized that one of the concerns voiced during the Board’s discussion of this matter had to do with the Board growing too large. Some directors believed that a cure for the situation exists in the current Bylaws (by finding that the formula for apportioning directors takes precedence over the 34-director limit), while others considered ways of realigning the existing regions to keep the number of regional directors at 34.

The LRPAG considered three options:

1. Deny a director a seat on the Board despite the fact that the election was consistent with one provision of the Bylaws
2. Rearrange the boundaries of the present regions to make the math work
3. Allow for the election by simply striking out the current cap on the number of directors. After much discussion and having been assured by counsel that the number of regional directors would not likely exceed 37 in the foreseeable future, the LRPAG chose the third option as the most fair and least disruptive.

Next steps?
Is this the last word on AIA governance? Certainly not. This is the beginning of a process. Additional proposals requiring greater study and deliberation will be considered in the months ahead. Whatever the outcome of these deliberations, the point to be made is that governance at its most vital and effective is open to modifications that reflect the changing needs of those being served. This is the intent of the Bylaws amendments before the convention delegates this June.

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