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« Governance Changes

Frequently Asked Questions

1. Why are these governance changes needed?
2. Why does AGU need a separate board of directors?
3. Why did you get rid of the old Statutes and Bylaws and start over?
4. How will the operational details of these governance changes be worked out?
5. Why is there a provision for the AGU President to appoint two individuals to the Board of Directors? And why are they permitted to be non-members?
6. How do you propose to avoid potential tension between the Board of Directors and the AGU Council, and to prevent the Board from setting up an “inner circle” that will commandeer the AGU and its business?
7. It appears that Focus Groups will all be on Council and will be given the same status as Sections? Is that right?
8. What is the difference between a Section and a Focus Group in this new definition?
9. It is not clear to me who will chair the Council. The President chairs the Council now. Will that continue?
10. At present, Bylaws changes require membership approval. The proposed Bylaws, if passed, would allow the Council to change the Bylaws in future. So if members support these changes, aren’t they essentially ‘disenfranchising’ themselves?
11. What happens if the Council comes up with a science-related program or project that the Board doesn’t like or assesses as not being feasible?
12. So the Board and the Council will do planning together. How will that work?
13. What are other people saying about the changes?
14. Won't there be higher costs associated with these governance changes? Where are the gains in AGU's effectiveness that will justify the additional overheads?
15. I am concerned about possible commercialization of AGU. What if the board sees a need for additional funding, starts looking for sponsors, selling ad space in publications and on the web site, and so on?

Many of the following Questions and Answers are drawn from actual inquiries received at AGU headquarters in response to the proposed governance changes:

Q  Why are these governance changes needed?

A  The AGU Council decided that the proposed governances changes were needed to 1) ensure effective, accountable corporate governance; 2) enhance governance nimbleness in the face of a rapidly changing environment and changing member needs; 3) expand participation in AGU science decisions; and 4) foster a balanced partnership with the AGU Executive Director.

The heart of the proposed changes is that the Council — composed of Sections and Focus Groups and scientifically-related committees — will be focused on science and related activities of the Union, such as meetings, publications, honors and awards. The new Bylaws will place corporate governance of the Union in the care of a smaller group that will also be elected by the members — a board of directors.

Q  Why does AGU need a separate board of directors?

A  Currently, members elected to the AGU Council from the Sections see their primary duty as being Section president and attending to matters of science. However, the Council manages both science and business issues of the Union. As currently configured, the Council meets twice a year. The meetings are only about 5-6 hours long, spread over 2-days. That is not enough time to deal adequately with both scientific and business governance issues. Under the new structure, a separate board of directors will have 1–2 day meetings 3–4 times a year and will focus more effectively on the fiduciary and legal responsibilities of governance. The Council has taken careful steps in the design of the governance proposals to assure open communication and shared decision making between the board and the new Council on matters where business and science policy intersect.

Q  Why did you get rid of the old Statutes and Bylaws and start over?

A  The existing Statutes and Bylaws are a mixture of information appropriate for Bylaws, as well as policies and procedures about how things get done. Policies and procedures need to be more adaptable than would be the case if they remained in the Statutes and Bylaws. In addition, there were a number of elements reworked to comply better with the law that governs nonprofit corporations in the District of Columbia.

The Committee on Statutes and Bylaws worked with both a parliamentarian and an association attorney to craft the appropriate changes. The Committee initially thought the existing documents could simply be amended. Upon further study, however, it became clear that a complete revision was desirable 1) to make the document coherent and easily read, 2) to ensure compliance with DC Code, and 3) to bring the final document in line with modern nonprofit governance models.

Q  How will the operational details of these governance changes be worked out?

A  Policies and procedures are necessary to detail how AGU will implement the new Bylaws. Both the Council and the Board of Directors will need to quickly address policies and procedures for their operations. Among the first task of the new AGU Council, for example, will be to define the “rules of engagement” for the Council — how it will operate, and how it will make decisions. In addition, the Council will soon assess the way the Union has organized itself around its science to see if it is the best way that will serve the science and the Union in the future. Similarly, the Board will need to develop policies and procedures that will provide rules and mechanisms for Union operations such as voting, committee charges, and Board operating procedures.

Q  Why is there a provision for the AGU President to appoint two individuals to the Board of Directors? And why are they permitted to be non-members?

A  In the proposed structure the president will have the authority to appoint, subject to Board approval, two members to the Board of Directors. The rationale for this measure is to ensure that the Board of Directors has access to the broadest mix of expertise, skill and perspective needed at any particular point in time. For example, if some scientific discipline, membership category, demographic group, or skill set is absent from the Board mix, the president can create balance with these appointments.

It is likely that the majority of these appointments will be AGU members because we have a large and diverse membership. That said, the AGU leadership envisions circumstances where the perspectives of a non-member might be of significant added value to board deliberations and for that reason feels that it would be a good idea to leave open the possibility of a non-member appointment.

Q  How do you propose to avoid potential tension between the Board of Directors and the AGU Council, and to prevent the Board from setting up an “inner circle” that will commandeer the AGU and its business?

A  The outcome we are striving for is a strong AGU that can be more focused on and supportive of Earth and space science. While there is always a risk of an “inner circle” attempting to control an organization, we believe that these changes decrease rather than increase that risk. Right now, much of the non-scientific business of the Union is being conducted either by staff or the 5-person Executive Committee. This is a small inner circle, and we want to create a better balance of power that prevents 1 or 2 people such as the AGU President or Executive Director from having too much power or influence. With the formation of a Board of Directors elected by the membership, the circle of authority is, in fact, being widened and the balance of power strengthened.

While there is the possibility of tension between the Board and the Council, we believe that the overlapping areas of membership and responsibility, combined with effective, jointly shared strategic planning that defines “what success will look like” should help minimize potential areas of conflict.

Q  It appears that Focus Groups will all be on Council and will be given the same status as Sections? Is that right?

A  The outcome we are seeking is for the Council to focus effectively on matters of AGU’s science, which matter most to members. In order to include all relevant stakeholder perspectives when addressing matters of science, focus group presidents and AGU committee chairs for publications, meetings and outreach will also be on Council. The idea is to get people together to talk about science activities.

For the first two years of the proposed structure, all Focus Groups will have a vote on Council, so that we can include this important voice in our deliberations. During that two-year period, Focus Groups need to decide if they want to continue being seated with voting status. Is so, they will be required to elect their leaders (as opposed to having them appointed by the president) beginning in the 2012 election cycle.

Q  What is the difference between a Section and a Focus Group in this new definition?

A  At present, Sections are vertically organized around a specific discipline within our science, while Focus Groups are horizontally organized from all parts of earth and space science interested in a cross-cutting aspect of science. That may stay the same or the Council might determine that these distinctions are no longer relevant. One of the Council’s first tasks will be to assess the scientific groupings that the Union uses and if needed, define and reorganize itself. The outcomes of the Council’s deliberations do not need to be in the Bylaws – because the Council may want to change them again as AGU grows in size and science interests naturally shift with time.

Q  It is not clear to me who will chair the Council. The President chairs the Council now. Will that continue?

A  The President-Elect of AGU will chair the Council. This approach is designed for several reasons: 1) to create a strong linkage between the Council and the Board; 2) to ensure the incoming President of AGU has a strong understanding of the issues of the Council; 3) to recognize that being President of AGU is becoming a far more time consuming role than it has been in the past; and 4) to better utilize the talents of the incoming President–elect. During the process of writing the proposed Bylaws, consideration was given to having the President continue to chair the Council, as well. However, because the Board will meet an additional 3–4 times/year and the President is the external face of the Union, we believe chairing both bodies would require too much time and place too much power in the hands of a single individual.

Q  At present, Bylaws changes require membership approval. The proposed Bylaws, if passed, would allow the Council to change the Bylaws in future. So if members support these changes, aren’t they essentially ‘disenfranchising’ themselves?

A  It is important to remember the function that Bylaws serve. They are essentially the rules by which governance happens and, as such, should be relatively easy to change because a rapidly changing business environment often calls for changes in the way societal organizations govern themselves.

When AGU was founded it was set up on a structural foundation appropriate for a small, national society. The requirement for all members to vote on bylaws is an archaic relict of the past when AGU was a much smaller organization. As a very large, worldwide society, AGU needs new mechanisms for effective governance and decision-making. The proposed Bylaws amendment process seems like a reasonable compromise to having the full membership (50,000+) vote on something that is pretty removed from their reason for belonging to AGU and on which it is not possible to thoughtfully deliberate and refine as a voting body.

An effective bylaws revision process is one that is thoughtful and deliberative. It allows for the wisdom of the approving group to be reflected in refinements of the revision proposals. Currently, AGU’s bylaw approval process requires a mail ballot vote of up to 55,000 members worldwide. While this process allows each member an opportunity to cast a vote, it does not allow for meaningful dialogue or modifications to the revisions proposed. For the membership it becomes essentially a “yea or nay” vote. In reality, seldom have members been called upon to vote on the bylaws because it is a cumbersome process. The complex procedures to amend the bylaws have inhibited effective governance changes in the past.

The proposed Bylaws revision process is consistent with standard business practice in most large modern organizations and has built-in checks and balances. A Bylaws amendment requires a three-step process involving all of the Board and Council leaders elected by the membership: 1) amendments may be proposed by the Board, the Council, a Section, a Focus Group, a committee, or by any ten members; 2) proposed amendments may developed by or sent to the Committee on Bylaws for a recommendation to the Board; 3) the Board makes its recommendation to the Council; and 4) there is a 60-day member comment period prior to the Council taking action. In addition, the Council action must occur at an in- person meeting where effective deliberation and refinement is most likely to occur.

The Articles of Incorporation, which stand the test of time as the fundamental rules under which the Union is organized, will continue to require membership approval. The highest authority in AGU will remain the members, and members will continue to exercise that authority by electing AGU officers, board members, and Council members (through Section or Focus Group elections).

Q  What happens if the Council comes up with a science-related program or project that the Board doesn’t like or assesses as not being feasible?

A  The Board and the Council would be operating from a common strategic framework developed together in the strategic planning process, and enhanced by consistent and frequent communications between the two bodies. So while it is conceivable that such a disconnect might occur, it is more likely that both groups will understand the perspectives of the other. If the Council believes a program is important and needed, the Board will care that it move forward. If AGU can’t afford a program, the Council conversely would care about that program’s fiscal impact on the financial health of the Union. They will seek solutions together, but in every organization there must be an ultimate authority where the buck ultimately stops. Under this model, the governing board will have this authority, following efforts to resolve issues jointly.

Q  So the Board and the Council will do planning together. How will that work?

A  A new planning process is in place that began by casting a wide net across all stakeholder groups within the Union – Section leaders, Focus Group leaders, committee chairs, students and young career scientists, non-US scientists, as well as AGU donors, industry partners and other related organization partners. The Union convened a sixty-person Forum on the Future on October 1–3, 2009, at AGU Headquarters to draft a common ground vision for AGU’s future within a vibrant, worldwide Earth and science community. (see www.agu.org/blog/sp) The Forum results will be shared with the AGU Council in December.

The Council is well represented in the ongoing planning process, and it will have multiple opportunities to provide input and suggest direction. The final direction and more detailed plan will be honed by a smaller group of 12–18 individuals appointed by the President-Elect and reflective of the Union membership. That draft plan for 2010–2015 will then be shared with both the Council and the Board for approval before implementation.

Q  What are other people saying about the changes? Here is a list identified by a past president, a committee chair, a section president and a student…

A  These changes will strengthen AGU in several critical areas. They will:

• Involve greater participation of members
• Make the Union more flexible and responsive in this time of rapid change
• Create a more encompassing scientific society
• Allow AGU leaders to put science at the center of what AGU is focused on
• Facilitate participation in the global dialogue happening now about the stewardship of our planet
• Create the opportunity for all members to play a part in shaping the organization for the future – to ensure AGU is changing with the times.

Q  Won't there be higher costs associated with these governance changes? Where are the gains in AGU's effectiveness that will justify the additional overheads?

A  The costs for the expanded AGU Council should be not much different from those of the current Council. The Board of Directors will, in fact, incur new expenses for AGU. The benefits of having an up-to-date, functional governing board, however, outweigh the costs. There is tremendous downside risk in not having good governance. What's at risk is transparency and accountability. Good governance means that decisions are made by a few people rather by a governing board elected with that mandate. Good governance means that decisions can be made in an evidence-based manner, with an appropriate amount of deliberation. Good governance means that business decisions and management oversight are given the same kind of careful attention that we expect from scientific decision making.

Here is an example: Last year, the AGU Council deliberated on the 2009 budget for less than one hour. That means that many questions that should have been answered were not. The outcome is a budget that has not been properly vetted to ensure that it is realistic and complies with the goal and objectives of the Union.

Q  I am concerned about possible commercialization of AGU. What if the board sees a need for additional funding, starts looking for sponsors, selling ad space in publications and on the web site, and so on?

A  AGU remains committed — first and foremost — to advancing Earth and space science. That commitment is absolute. In order to do this, the Union needs to have the resources to make it happen. An appropriate old saying is, “You have to do well to do good.” The board will provide careful oversight for AGU's programs to ensure that such things as advertising and sponsorship are done in a tactful and appropriate way that does not detract from the science.