To INN Members:
The INN board held its governance and strategic planning retreat last Thursday and Friday (Feb. 11 and Feb. 12) and had a two-hour board meeting to conduct regular business.
It was a great, productive meeting with a focus on strong planning for the future of INN and its growing membership. Sue Cross will be sending more details about our strategic planning and board meeting, but the board wanted to communicate directly with the executive directors about our process on governance and intended changes to the bylaws that we believe will strengthen the organization and make it more responsive to member needs.
The changes outlined below were based on extensive discussion with many of you, the membership survey this last fall and a governance study and best-practices recommendations prepared for the board by Bernard Consulting Group, with the support of the Democracy Fund. The Bernard Consulting Group also facilitated our discussion last week.
In these matters, it usually is best to list actions taken and contemplated. Here they are, bulleted below. We will appreciate your comments and thoughts on these. Please send them to board secretary Laura Frank (LauraFrank@rmpbs.org) with a copy to Sue Cross (firstname.lastname@example.org) and Brant Houston (Brant.Houston@gmail.com)
Most of these involve bylaws changes so they were discussed at the board meeting and per our practice and bylaws we wanted to give more than the required seven-day notice.
The bylaw changes will be voted on by the full board by March 1, 2016. The approved changes take effect immediately — but as a practical matter, expanding the board and updating the committees will take place in the coming months. Our goal is to have these changes in place by the time of the annual meeting, June 16, Thursday, at the IRE conference in New Orleans.
So here is the the list:
In the upcoming vote, the board intends to vote:
- To increase the number of elected members to the board from 4 to 6. The board then would be composed of 6 public members (elected by the board) and 6 elected members for a total of 12 board members. The CEO/Executive Director remains an ex-officio non-voting member of the board. The board members serve on staggered terms, so half the board is elected each year. With an even number of board members, there is a chance — we believe a very slim chance — of a deadlock vote. Therefore, if we are deadlocked, we will have a mandatory 24-hour break to find common ground. In the extremely unlikely event we still can't reach agreement, a prominent management consulting firm will work with the INN board on a pro bono basis to reach an agreement.
- To create a three-person nominating committee that will seek and encourage qualified candidates to run for both the elected and public board member posts. The nomination committee is Neal Shapiro, Laura Frank and Brant Houston. The committee is especially seeking candidates who have extensive financial and/or technology experience and knowledge. Please send recommendations to the nominating committee (email@example.com) and Sue Cross. In addition, Brant Houston will step down as chair in June but remain on the board as chair emeritus so the board is seeking qualified candidates who also have experience in board governance.
- To create an audit committee that will review our annual audit.
- To eliminate the executive committee and create a temporary transition task force out of those members (Reg Chua, treasurer, Laura Frank, secretary, and Brant Houston, chair) to help with instituting governance changes and assisting the new board chair.
- To streamline the language pertaining to the finance committee to say it will assist and oversee budget and financial matters. (The board will continue to retain final approval of budget.)
- To eliminate the membership and standards committee and convert it to a task force for those issues to reflect how that committee's duties have evolved.
During the meeting, the board also voted to be able to vote by email on routine matters and return to a consent agenda for routine matters to allow more time for discussion of major issues. It intends to change the bylaws to reflect that vote.
We want to thank you for all your input and ideas over the past few months and for your support as we all move INN forward.
On behalf of the board,
Chair of the INN Board of Directors