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Transition Committee Discussion

Published on Friday, December 30, 2016

Transition Committee Discussion

Seeking input on 4 Motions to be put forth on to the BOD on Jan 14

During the September meeting, the Board asked for a plan to transition the Board and its Committees to a more streamlined structure focused on the core interests of the ADS: Members, Events and Business/Governance.

Four motions recommended by the Transition Committee for the Board’s consideration at the January 14th meeting are included in this blog. Please comment by replying individually to each one. Included also is the graphic of the proposed plan that was presented at the September meeting.

The key points are:
1) Reduced size of the Board.  Our current Bylaws require no fewer than 25 nor more than 35 Directors. The proposed structure calls for 13 Directors including the Officers.  However, we suggest a bylaw specified range of between 9 and 15 Directors, including the Officers, to provide flexibility.

2) Committee Chairpersons and Regional Representatives are would not necessarily be Directors.  One striking realization from the ADS Nominating Committee's effort to develop a slate of candidates was the impact of the cost of Board service.  No fewer than a dozen highly qualified members declined to serve as either a Regional Director or to lead a Committee due to the cost - both in time and money - required of a Director.  However, most would serve as Regional Director or Committee chair if not for the requirement to serve as a Director.  The motions allow for certain Regional Representatives and Committees chairpersons to serve without the Board member requirement.

3) The proposed changes do not affect the current Board’s term of service.  We recommend that the Board approve the reduction in Board size with an effective date of 1 January 2019.  The Board and its committees have significant work ahead to implement the reorganization.  For example, changes to our Bylaws and Policies and Procedures documents must be developed and approved before structural changes can be implemented.  The Reorganization Committee suggests that the Board "practice" the new structure at some point during the next term to see what works and what needs adjustment.  Finally, New York State law (ADS, Inc. is registered in NY) precludes the elimination of the seat of an elected Board member during their term - in other words, the reorganization will not affect your service in this term of office.


4) Adding 3 Core Committees of the Corporation – Business & Governance, Events and Membership.  It is the Transition Committee’s recommendations that the Board establish three Core Committees of the Corporation.  These core Committees of the Corporation will be chaired by Directors, designated in the Bylaws and have additional representation on the Board. 


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Author: Jeff Morse

Categories: BOD Matters




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