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.

mheine@pamedsoc.orgdzimmerman@pamedsoc.org

1-800-228-7823

Questions?

Thank You!

Addendum: structure crosswalk detail

Addendum: member voice cross walk detail