Bylaws Overview Explanatory PowerPoint - (chapter/branch leaders can use to explain changes to their members)
Bylaws Changes Overview
As the culmination of a 5-year review process, EAPA’s Board of Directors has approved a series of changes to EAPA’s Bylaws. The changes were determined to be necessary in the face of a number of factors:
The Board has approved the following significant changes to the Bylaws:
Over the last several years, it became clear to the Board that we needed to update the Board’s structure and method of selecting directors to assure that we have the expertise and capability to act strategically in today’s changing world.
Since 2006, date of the last Bylaws update, changes in the EA profession (including the continued shift to network models of EAP staffing and constant downward pressure on EAP pricing) and economic changes in general have led to consistent declines in EAPA membership, revenues, and number of viable chapters.
- Additional changes to the Bylaws were needed to reflect the changed Board structure and to “clean up” language that has proved confusing or problematic over the years.
Two non-U.S. director positions were added to the Board, the Immediate Past President position was eliminated, and all director positions were made “at large” instead of representing a particular geographic area. This change promotes emphasis on “high impact” strategic planning and leadership skills needed by EAPA.
4 at large US-based Directors (ideally geographically balanced)
3 at large non-US Directors (ideally geographically balanced)
CEO and EACC Chair (ex-officio, non-voting)
A newly constituted Nominations Committee comprised of 6-10 members, made up of current Board members and EAPA members in good standing not currently serving on the Board, will be elected by the Board. EAPA’s Immediate Past President serves as chair of the Nominations Committee.
In addition to recruiting and accepting nominations and verifying eligibility as before, the Nominations Committee will now interview and evaluate eligible candidates and approve a “slate,” which will include one (1) candidate for each open position, selected to provide the mix of skills, abilities, and geographical diversity needed by the Board. Members of the Nominations Committee are ineligible to be on the slate nominated for the Board.
All voting EAPA members will have the opportunity to vote to approve or reject each candidate on the approved slate.
The new Bylaws are fully in effect, as of their unanimous approval by the Board on June 28, 2011, with the following caveats:
Given that all directors will serve “at large,” district designations were eliminated. Chapters (within the U.S.) and Branches (outside the U.S.) will continue to exist as before, but will no longer be clustered into particular Districts.
Instead, all Board members, and the Board as a whole, are responsible for the growth, viability, and success of every chapter and branch, wherever they are.
Instead of relying on a formal district or regional structure to stay in touch with and support chapters, the Board will develop more flexible functional linkages to address changing needs. Chapter and Branch leaders can and should contact any Board member when they need Board assistance.
EAPA’s current Immediate Past President, Dave Worster, will chair the newly formed Nominations Committee. As part of its mission, the Committee will provide additional information on the procedural changes that are part of this update, so please look for them starting in the near future. In the interim, all members are encouraged to contact anyone on EAPA’s Board of Directors with any questions or comments you may have.
Current Board and Executive Committee positions remain in place for the remainder of the current term, ending in October 2012. Nominations and elections for the next Board will be conducted in accordance with the new Bylaws.
District designations will be eliminated as of the end of the terms of the currently elected District Directors.
Current organizational memberships, which no longer exist under the new Bylaws except for government entities, will remain in place until expiration of the membership term. At that time, organizational members will be offered the option to convert to individual memberships or continue as organizational supporters of EAPA with the same suite of benefits.
The Nominations and Election Process for EAPA's Board of Directors
This article focuses on the changes to the nominations and election process for positions on EAPA’s Board of Directors. The new process builds on and honors the previous five years of experience with the current process and keeps EAPA in line with governance trends of other similar professional associations. The intent of this change is to promote identification and development of current and future leaders who are not only passionate about EAP and EAPA, but who are also highly skilled and experienced in areas that the Association vitally needs (e.g. marketing, finance, public policy, member relations, communications, etc.). This emphasis on developed skill sets and demonstrated leadership on the part of candidates is designed to help nurture a strategically focused, “high impact” Board.
The newly constituted Nominations Committee will be comprised of 6-10 members elected by the Board and chaired by EAPA’s Immediate Past President. Current Board members will make up not more than one-half (1/2) the members of the Committee, while the remaining committee members will be chosen from among EAPA members in good standing who are active CEAPs not currently serving on the Board.
The Committee is responsible to provide three (3) distinct functions:
This function is unchanged from previous Bylaws.
Nominations process management and slate development.
Simply summarized, this change means that, in addition to soliciting and accepting nominations and verifying eligibility as before, the Nominations Committee will interview and formally evaluate eligible candidates based on their skills sets, interests, abilities and geographic diversity needed by the Board. The Committee will then approve a “slate,” which will include one (1) candidate for each open position on the Board. Members of the Nominations Committee are ineligible to be on the slate nominated for the Board. Candidates who are not chosen will be supported to gain skills or experiences that would make them excellent candidates in the future. This structure provides a wider range of leadership opportunities and allows EAPA to directly identify and groom younger chapter/branch leaders with interest and potential for future leadership at the International level.
This function is unchanged from previous Bylaws except that voting EAPA members will now vote to approve or reject each candidate on the approved slate instead of one to several candidates for any given position. Should any candidate not be approved by the membership, the position will be considered a vacancy and filled in accordance with established bylaws procedures.
Changes for Chapters and Branches
From a historical perspective, as EAPA grew after its founding 40 years ago, it established five, and then ten geographic “regions,” which became the basis for a representative Board of Directors (which also included representatives from the Labor, Internal, and External segments of EAPA’s membership, as well as the chairs of all standing committees – a group that ultimately totaled some 36 Directors including the executive positions). In 2002, in conjunction with significantly reducing the size of the Board, EAPA’s 10 regions were reorganized to five “districts” – four within the U.S. and one covering the rest of the world.
The current changes to EAPA’s bylaws call for chapters (within the U.S.) and branches (outside the U.S.) to continue to exist as before, but no longer be clustered into particular Districts represented by a “District Director.” There are a number of reasons for Districts being eliminated, not the least of which is that it was clear from dropping membership and shrinking numbers of chapters that relying on geographical representation for effective communication between chapters/branches and the Board wasn’t working.
By removing a structure dependent solely on geography, the new Bylaws substitute a more flexible structure that enables chapters and branches with common issues to cluster/communicate as needed, whether by gathering in physical “summit” meetings or by using technologies that weren’t available when geographic clustering began. Examples might include management of large thriving chapters; building small struggling chapters; or dealing with the particular issues of urban or rural chapters and branches. Clusters may also be based on common interests, such as chapters/branches focused on creating CEAP advisement groups, wanting to brainstorm about building membership, struggling with leadership succession planning, or dealing with other common concerns.
The ability of chapter members and chapter officers to relay their questions or concerns directly to members of the EAPA board will be protected, and Board members will still be responsible for listening to chapter/branch concerns with ALL EAPA members in mind. Board members will make it their business to understand local concerns in the larger organizational context rather than a regional or parochial one. The added flexibility of at-large Board members will enable the Board to be even more responsive to emerging needs by members, chapters, and the profession. Chapter leaders also will be asked to assume more active responsibility for communication with their members.
Changes to Chapter and Branch bylaws will be needed to bring all chapter and branch bylaws into compliance with the updated EAPA Bylaws. The Board has prepared and pre-approved a bylaws addendum applicable to all chapters and branches, incorporating the provisions above. The chapter or branch will simply have to approve the addendum, and no further bylaws changes should be required for those chapters or branches whose bylaws are otherwise up to date.
A Job Description for the EAPA Board of Directors
Over the last several years, it became clear to the Board that we needed to update the Board’s structure and method of selecting directors to assure that we have the expertise and capability to act strategically in today’s changing world. It was also clear from dropping membership and shrinking chapters that what we had been doing could be improved.
The new Board structure builds on and honors our previous review and analysis devoted to this topic. It promotes a “high impact” strategic planning/leadership approach and brings EAPA in line with governance trends of other similar professional associations. Moreover, the addition of two non-U.S. positions allows for better balance between U.S. & non-U.S. perspectives, recognizes and reflects the significant growth potential for EAPs and EAPA outside U.S. and capitalizes on and strengthens EAPA’s strategic position as the only global EA association.
As part of the new structure, we have undertaken the establishment of a “job description” for Board members that outlines the duties and expectations associated with service in this role. We envision this document as a work in progress and as part of a larger Operating Manual for Board Processes that will be used for reference and published on the web page for EAPA members’ review.
Role of each Director in Conjunction With The Board of Directors:
The following are some of the responsibilities we have identified as integral to the functioning of Board members:
1. Be knowledgeable and supportive of EAPA’s mission, purposes, goals, policies, programs, services, strengths and needs.
2. Remain knowledgeable about and follow trends in the employee assistance field.
3. Determine and support EAPA’s strategic plans.
4. Select, support, and assess the performance of the CEO.
5. Ensure effective organizational planning.
6. Ensure adequate resources/raise money for EAPA.
7. Carefully review and understand EAPA’s financial statements and otherwise help the Board fulfill its fiduciary responsibility and oversight of EAPA’s assets.
8. Understand, monitor and strengthen EAPA’s programs and services.
9. Enhance EAPA’s public standing by advocating its mission and goals to the community.
10. Act always with legal and ethical integrity and maintain accountability.
General Expectations for Board Members:
The following are some of the expectations we have identified for Board members:
Prepare for, regularly attend and participate in Board meetings, committee meetings, annual EAP Conference and other organizational activities.
Read all support documents for each Board meeting before the meeting and be prepared at the meeting to discuss them knowledgeably.
Suggest agenda items periodically for Board and committee meetings to ensure that significant policy related matters are addressed.
Maintain independence and objectivity and do what a sense of fairness, ethics and personal integrity dictate.
Ask timely and substantive questions during discussions, then support Board majority decisions.
Maintain confidentiality of Board discussions and considerations unless they are a matter of public record.
Serve on at least one task force related to EAPA’s strategic plan in an area of interest or expertise.
Serve in leadership positions and/or undertake special assignments willingly when asked.
Speak on behalf of the Board when asked to do so by authorized persons.
Avoid any appearance of a conflict of interest, and disclose any potential conflicts to the President and CEO in a timely fashion.
We sincerely hope some of you will be interested in applying your skills and abilities to the interesting and challenging process of providing direction for our Association. We have the benefit of many of the best and brightest folks in our field among our members and we certainly will welcome the opportunity to engage interested members in guiding our Association into the future.