Some Reflections on the Journey to AIP Governance Restructure

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1 December 2014

As of November21, 2014, the AIP Governing Board and AIP Member Societies approved a restructure of AIP’s governance, a historic achievement for the Institute. Among other changes, the membership of the corporation’s Board of Directors will be 22 or fewer members (currently 15) from the previous 40-plus members of the Governing Board. The revised bylaws also eliminate AIP’s longstanding managing board—the Executive Committee. The new board with its key committees (such as Finance, Audit, Membership) will be strategic and engaged, capable of streamlined oversight and decision-making. A more effective board will ensure the value proposition for AIP’s Member Societies (MS), as well as enabling AIP’s ability to keep pace with the fast-changing global environment of physical science communication, education, and outreach.

AIP’s basic governance structure had been in place essentially since the 1930s, AIP’s founding decade. This governance had served AIP, its MS, and the physical science community well until recent times. In recent years, significant legal changes have occurred in the governance responsibilities for profit and nonprofit corporations, and dramatic changes have occurred in the distribution of technical publications and data. Thus it was evident from many directions that AIP’s governance required deep examination—and possibly revolutionary revamping. It was also evident that such an examination was a board-level responsibility. AIP’s CEO Fred Dylla fully agreed with the need for governance examination and for its residence in the board. As such, beginning in 2010 with meetings I held with Eva Adams (corporate strategist) and Ben Snavely (corporate secretary), a decision was made to examine AIP Board member perceptions and MS views. This was accomplished under the auspices of a board-sanctioned Governance Task Force (GTF). CEO Dylla joined the GTF in 2012 following an initial board self-examination. Judy Flippen-Anderson assumed Ben’s responsibilities upon his retirement in 2013.

The Governance Task Force retained legal advisors and governance experts on contemporary best practices (notably, Suzanne Ross McDowell of Steptoe & Johnson and Michael Daigneault of Quantum Governance). The AIP Board responded to the GTF’s suggestion of a more extensive independent and transparent governance review by commissioning a Special Committee of ten board members to focus the board’s efforts.

An important governance way point occurred in November 2012 when the AIP Board approved the Special Committee’s recommendation to spin off AIP’s publishing division into a wholly owned subsidiary. This subsidiary, AIP Publishing LLC (AIPP), governed by an autonomous board populated by a significant portion of business and science experts, has been operating since February 2013 as the AIP Board envisioned.

In the fall of 2013, the Special Committee recommended to the AIP Board a revised mission statement for AIP that reaffirmed AIP’s original corporate purpose while supplying needed clarification and emphasis. At the same time, the Special Committee also recommended a general concept of a new governance structure. The board adopted both in March 2014. Over the following months, under the direction of the Special Committee and working with AIP’s legal counsel, the GTF drafted the new bylaws. The board recommended on November 4 that the Member Societies ratify these bylaws, which they did on November 21.

The Governing Board members involved over the years deserve much credit for accomplishing the difficult task of governance restructuring, all the while accommodating diverse interests among the Member Societies. The long journey of analysis and change has already benefited several of AIP’s Member Societies, who have borrowed from our corporate strategies in implementing their own governance analyses and reforms.

I fully expect AIP’s governance enhancements to have significant and long-lasting benefits for the health, success, and growth of the federation. This in turn will make AIP a must-belong-to federation of physical science societies for the benefit of this nation and humanity.