WHEREAS, in 2013, the American Psychological Association embarked on a project of good governance (the “Good Governance Project” or “GGP”) in order to enhance and improve the efficiency, nimbleness and effectiveness of APA’s governance infrastructure;
WHEREAS the Good Governance Project Team brought forth to Council the Good Governance Project Report detailing ways that the governance infrastructure of APA can be more effective, more nimble and more efficient;
WHEREAS the GGP Report was received by Council at its July/August 2013 meeting;
WHEREAS the GGP Team brought forward for a vote to Council in July/August 2013 eight (8) motions relating to the implementation of the GGP Report including:
- Technology
- Leadership Development
- Triage
- Council Purpose
- Fiduciary Roles
- Board Composition
- Council Structure
- Implementation
WHEREAS among these motions, Council adopted the following motion at its July 31 & August 2, 2013:
Motion #5 Fiduciary Roles (108/50/1)
Council supports delegating the authority for the following areas of fiduciary responsibility to the Board of Directors on a trial basis for a three-year period following implementation:
- Financial/budget matters
- Hiring, evaluation and support for the Chief Executive Officer
- Assuring alignment of the budget with the APA strategic plan
- Internally focused policy development
In addition, Council will receive regular reports from the Board on the delegated areas during the trial period and retains its responsibility as set forth in the Bylaws. In the interest of transparency, such reports to Council will also be made available to the entire membership.
WHEREAS Council has determined that it is in the best interests of the Association, and will facilitate APA fulfilling its mission, to allow Council to focus its work more fully on developing and adopting policy and ensuring APA policies are aligned with APA’s plans.
WHEREAS Council has determined that it can best meet its fiduciary duty to the Association as a whole, and in particular in the areas of financial and budget matters, alignment of the budget with the strategic plan, management of Chief Executive Officer, and internally focused policy development, by delegating evaluation, oversight, management and decision making authority for these areas to the Board of Directors.
WHEREAS pursuant to Motion #5 noted above, in order to allow Council to fulfill its fiduciary responsibility more fully so that it may focus its work on policy issues and alignment of policy with APA’s mission and strategic plan, the Council of Representatives voted to evaluate on a trial basis the effectiveness of delegating authority for that part of its fiduciary responsibility to certain financial and administrative tasks to the Board to discharge for a trial period of three years beginning on March 1 , 2014;
WHEREAS in the intervening three years since Council adopted Motion #5, for the reasons stated in the December 2016 Finance Committee’s extensive analysis of the trial delegation, Council has not been able to fully develop its policymaking role and the Board has not been fully able to regularize its process for its delegated responsibilities;
WHEREAS the Board of Directors, Council Leadership Team and Finance Committee have all recommended a three-year extension of trial delegation and allocation of duties through Council’s first meeting in 2020;
WHEREAS in light of the issues encountered during the current three-year delegation period, Council now wishes to extend the trial period for the delegation of authority and allocation of duties between the Board and Council for an additional trial period of three years beginning on March 1 , 2017;
THEREFORE BE IT RESOLVED pursuant to its authority as set forth in Article IV, Sections 1 and 7 of the Bylaws, and pursuant to a suspension of Association Rules to the extent necessary, the Council of Representatives hereby delegates to the Board of Directors, for a period of three years ending following Council’s first meeting in 2020, authority for the following areas:
- Financial and budget matters,
- Hiring , evaluation and support of the CEO,
- Assuring alignment of the budget with the APA Strategic Plan, and
- Internally focused policy development
The Board shall prepare and provide to Council semi-annual reports on these delegated areas during this period, which shall also be available to the membership.
During the three year period:
1) Council will rely on the Board of Directors to carry out its responsibilities in these four areas, subject to Council’s overall power and authority as set forth in the Bylaws, while Council will focus on development of policy for the discipline of psychology, and;
2) Those portions of the Association Rules requiring a vote of approval by Council for action in these four areas shall be suspended until further action by Council, such as:
- Rule 110-10 through 110-12 (Chief Staff Officer confirmation, evaluation and reconfirmation);
- Rule 210-2.3/210-4 (approval by Council of long term goals for investing recommended by the APA Finance Committee);
- Rule 210-2.5 (approval by Council of Presidential Discretionary Fund);
- Rule 210-5 (approval of dues) ;
- Rule 10-12 (Life Membership Status dues exemption);
- Rule 50-3 (approve new ad hoc group if new funding is needed);
- Rule 210-2.2 (approval of budget by Council)
3) For the evaluation process:
- The Chief Financial Officer, on behalf of the Board of Directors, Finance Committee and APA staff, will provide a semi-annual report to Council. This report will provide Council detail on how APA is meeting the organizational financial goals as set forth in the Association Rules.
- The President, on behalf of the Board of Directors, will provide a semi-annual report to Council on the state of the Association. This report will provide Council detail as to how APA is meeting the organizational governance goals set forth in the Association Rules, on hiring, evaluation and support of the CEO, and on any new internally focused policy developments.
The Council Leadership Team will name a subgroup of Council to evaluate how Council is fulfilling its role to develop policy for the discipline of psychology, and also provide an annual report to Council. - Two evaluations related to financial and budget matters will be conducted under the direction of the Finance Committee which will solicit input from Council, Board of Directors, Finance Committee and appropriate APA staff.
The first evaluation will be conducted in the spring of 2018. The Treasurer will report the findings of the evaluation to Council at its August 2018 meeting. Data collected will be used to modify the on-going trial.
The second evaluation will be conducted in the spring of 2019. The Treasurer will report the findings of the evaluation to Council at its August 2019 meeting. Data provided will be used to improve the on-going trial period.
- At the end of the trial period during its first meeting in 2020, Council will decide how to proceed.