governance restructuring: current proposals
DESCRIPTION
Governance restructuring: Current proposals. Marilyn J. Heine, MD, FACP, FACEP Immediate Past President, PAMED OSMAP Meeting June 14, 2013. Overview. Impetus to consider change Examine situation, engage stakeholders, evolve proposal Timeline Key philosophy - PowerPoint PPT PresentationTRANSCRIPT
Governance restructuring:Current proposals
Marilyn J. Heine, MD, FACP, FACEPImmediate Past President, PAMED
OSMAP Meeting June 14, 2013
Overview Impetus to consider change
Examine situation, engage stakeholders, evolve proposal
Timeline
Key philosophy
Form – and name – follows function
Proposed framework governance
Proposed expanded member voice
Timeline
HOD adopts resolution to study HOD/BOT governance process and structure.
2011
Task Force to Improve Governance Processes and Structure studies current situation, issues report “Options for Change,” presented to HOD 2012.
HOD adopts resolution to: • Move policy-making to BOT• “Right-size” BOT• Nominate skills-based trustees,
officers; general membership election• Enhance member voice• Further engage counties, specialties.
Governance Workgroup develops proposal. Stakeholders are engaged who modify proposal, adopted by BOT. Bylaws being drafted for HOD 2013 to consider.
2012 2013
Key: Members at center of PAMED Dues-paying physician members are “owners.”
All governance bodies and leaders must be accountable to membership.
Members must feel heard and well-served by the organization.
Governance structure must provide real-time mechanisms for membership engagement.
Form follows functionKey functions Critical attributes
Fiduciary/management Agile, efficient, frequent; skilled
Advocacy policymakingDiverse; sized to facilitate deliberation
Nominations Small group, diverse, no COI
Elect leaders “Owners,” wide representation
BylawsRepresentative, informed “owners”
Endowment decisionsChecks, balances, informed “owners”
Form follows functionKey functions Proposed entity
Fiduciary/management Board of Directors
Advocacy policymaking Executive Policy Council
NominationsLeadership Development Committee
Elect leadersMember Rep. Assembly or general membership
Bylaws Member Rep. Assembly
Endowment decisions Member Rep. Assembly
High level view of current framework
Executive Committee8 members
Fiduciary/management
House of Delegates312+ voting delegates
Establish policy,elections, bylaws, protect endowment
Councils Commissions
Ad hocPolicy
recommendations
Specialty Leadership
CabinetPolicy
recommendations
Board of Trustees36 voting officers/trustees
Implement policy
High level view of proposed framework
Board of Directors8 members
Fiduciary/management
Executive Policy Council 24 voting officers/trustees
Establish policy
Member Representative Assembly 122 voting delegates
Recommend policy, provide feedback;elections except vice president,
bylaws, protect endowment
General membershipFull active, affiliate, associate, & dues paying residents
Election of vice president; input at annual meeting and via new member voice mechanisms
Leadership Development
Committee7 members
Identify & mentor potential leaders, define necessary skills for leaders;
submit nominations
Issue specific workgroups5-7 members
Recommend policy
Specialty Leadership
CabinetRecommend policy
Authority crosswalk: slide 1
Executive Committee
Executive Policy
Council
Board of Trustees
Board of Directors
Finance Committee
Adv
isor
y
Finance Committee
Advisory
Manage &Implement Policy
Budget & expenditures
Strategic Plan
Advocacy policymaking
Set DuesHouse of Delegates
Authority crosswalk: slide 2
House of Delegates
Bylaws amendments
Elect vice president
Nominations
Elect positions except as noted
Approve recommendation toinvade endowment principal
MemberRepresentativeAssembly
“Dues Paying” Members
Leadership DevelopmentCommittee
Member voice flow: current
Board of Trustees
Specialty Leadership Cabinet
House of Delegates
Member Sections Councils & Commissions
Ad Hoc Committees
Executive Committee
Member voice flow: proposed
Executive Policy Council
Member Representative Assembly
Specialty Leadership Cabinet
Member Sections Workgroups
Board of Directors
County Leadership Forum1
Member Networking Forum2
County, Specialty Executive Forums2
Regional Town Hall1
“Member Matters”2
Hot issue ballots2
Large group practice panel1
Academic affairs panel 1
1face-to-face, 2online
Additional considerations
• Plan to codify and promote the process for members to submit policy recommendations.
• Plan to address needs of all members, including diverse stages, location, and models of practice.
• The downsized governance entities should enable greater efficiency and nimble management.
• Increased member input will require timely staff feedback to assure sense of responsiveness.
Summary
• Examine: HOD prompted study of whether current governance structure and process are optimal.
• Engage: Stakeholders were engaged at each step to obtain input, modify proposal.
• Evolve: HOD will consider the proposal and bylaws requisite to implement proposed changes… stay tuned. If adopted, will re-evaluate in future.
Addendum: structure crosswalk detail
Addendum: member voice cross walk detail