Governance

Steve Hill, SEG President
Klaas Koster, SEG President-elect

Governance reform key to successful future

SEG needs to reform its governance structure to better serve its rapidly growing and diverse membership. Lack of continuity created by the short terms of Society officers and representatives impedes strategic leadership. A widely recognized best practice for dynamic organizations is to have a representative board with 15–25 members serving overlapping three-year terms. The SEG Executive Committee has only seven members, four of whom serve only one-year terms.

Strong, focused leadership is essential to our Society's success as its operations grow in scope and complexity. Recognizing this, the Executive Committee in August voted to submit a new set of Bylaws to the SEG Council, which will meet 17 October 2010 during the SEG International Exposition and 80th Annual Meeting in Denver, USA.

The complete proposed Bylaws are printed after this article in this issue of The Leading Edge, fulfilling a requirement that Bylaws changes be published in advance of Council votes. The Executive Committee considers it essential that Active Members have a chance to understand the proposed changes and discuss them before the Council takes action, and we hereby request that all Active Members carefully consider this matter. The proposed Bylaws would replace both the current Bylaws and the SEG Constitution. Therefore, with Council approval, the proposed Bylaws would go to a vote of Active Members later this year. The Executive Committee will ask the Council to vote on a set of governance principles before voting on the Bylaws themselves.

The need for change has been apparent for many years. In 2007, then-President Leon Thomsen appointed an ad-hoc Strategic Governance Review Subcommittee to perform a complete review of SEG's governance structure. This subcommittee of the Constitution and Bylaws Committee studied a variety of models and engaged many individuals and groups as it developed a proposal.

Culminating nearly three years of careful investigation and rich interactions with key individuals and groups within SEG, the subcommittee, led in the past year by Joseph M. Reilly, proposed Bylaws that call for the Society to be led by an 18-member board, with most members serving for three years (Figure 1).

Your Executive Committee is solidly behind the proposed Bylaws.

There is some urgency to this call for change. Governance of SEG is defined in multiple documents that, according to legal opinion, are inconsistent with one another about which body bears legal and fiduciary responsibilities for the Society. SEG's Articles of Incorporation state (1) that the Executive Committee is SEG's governing body and (2) that the Society is governed by our Constitution and Bylaws.

However, the Constitution and Bylaws state that the Council is the governing body and governing authority is delegated to the Executive Committee when the Council is not in session. Despite this delegation, there is confusion over which governing body bears legal responsibility for the actions of the Society. The inconsistency among the documents leaves SEG shouldering unnecessary legal risk.

More information about the activities of the Strategic Governance Review Subcommittee and the reasoning behind its recommendations can be found in "SEG Constitution and Bylaws: The case for change," by Reilly, published in the June 2010 issue of TLE.

The proposed organizational changes are designed to modernize SEG governance while building on the Society's rich tradition of strong member-driven leadership. The following section summarizes the major changes being proposed:

Board of Directors
The proposed Bylaws would establish a Board of Directors as the governing body of the Society, thus removing the "who's in charge" inconsistency. The elected Board of Directors would assume many of the most important governance responsibilities that currently belong to the Council or the Executive Committee. The Board of Directors would meet quarterly, in person or via teleconference.

The newly created Board would consist of nine Directors at Large who would serve overlapping three-year terms; the members of the Executive Committee; and the Council Chairman, who would be elected to a three-year term by the Council. All Active Members would be eligible to vote for all Directors at Large. The three-year terms are considered critical to assist in strategic continuity, a persistent concern of SEG leaders past and present.

Executive Committee
Under the proposed Bylaws, the Executive Committee would consist of the President, President-elect, Past President, First Vice President, Second Vice President, Treasurer, Editor, and Secretary. The President-elect would migrate to President and then to Past President for a total of three years of Executive Committee service. The Second Vice President would, after one year, become the First Vice President. The Treasurer and Editor would have two-year terms that would be staggered. The SEG Executive Director would serve as the Executive Committee's Secretary, a nonvoting role. All officers, except Editor and Treasurer, would not be permitted to succeed themselves. The specialized skills demanded of the Editor and the Treasurer may need to be retained for successive terms.

In the annual elections for Executive Committee officers, Active Members would vote, under the proposed Bylaws, for President-elect, Second Vice President, either Treasurer or Editor, and three Directors at Large.

As stated in the Bylaws, "Subject to prior instructions by the Board of Directors, the Executive Committee shall have full authority to exercise all powers of the Board of Directors hen the Board of Directors is not in session."

Council
Under the proposed Bylaws, the Council no longer would be the governing body of the Society. It, instead, would be a gatekeeper for the Society with Sections/Associated Societies/Technical Sections. The President would no longer be the presiding officer of the Council; the Council would elect its own Chairman, who also would serve on the Board of Directors.

The Council's role with respect to Bylaws changes and some specific other matters also would change. As stated in the proposed Bylaws, "The Council shall be requested to provide or with hold its affirmative vote from the Annual Report in its entirety, to any dues change, or to any amendment to the Bylaws. If the Council does not affirmatively vote for a proposed change in dues or amendments to the Bylaws, the proposed dues or Bylaws changes shall be resubmitted to the Board of Directors which shall either rescind the proposed change or submit the changes, with or with out further revisions, to membership ballot for approval, as provided in Article XV of the Bylaws."

Bylaws amendments approved by the Council would go to a membership ballot, as changes to the Consitution do currently. In the proposed Bylaws, the Council is a gatekeeper but not the final authority on Bylaws changes or dues changes. The Active Membership is the final authority.

Conclusion
Active Members, please take the time read the proposed Bylaws carefully. They prescribe major differences in Society operations compared to the current governance structure. We encourage each of you to contact your Council member to pose questions and voice your opinions. You also may submit your comments and questions directly to SEG, for possible dissemination, at www.seg.org/BylawProposal.

We anticipate that after careful study, most Active Members will appreciate how important it is that such changes be instituted to enhance the strength and vitality of our Society.

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