The size of the governing board would increase significantly if these proposals are adopted. Currently the board has five members, and the typical size of the board over the past 25 years has ranged from six to eight. The proposed changes would mean a major expansion in the size of the board - up to as many as 15 voting members.

A small board can have some advantages (e.g., easier coordination) but it can also increase the burden on individual board members. A larger board would provide more available person-power and potentially broader expertise in the governance process.

In future, board membership would be majority stakeholder-based. Historically, the board has been dominated by representatives of the “public interest” and by senior faculty members. For example, more than 50% of board members historically have been public interest members; and senior faculty members always chaired the board between 1996 and 2022. Despite the large number of Academy graduates (now more than 500) only a few alumni have ever served on the board. And some key stakeholder groups (notably students) have never had any board representation.

This proposed bylaw revision redistributes decision making power, sharing it more evenly and widely among the all most important stakeholder groups.

Twelve voting seats on the board (80% of the total) would be allocated to the most important college stakeholder groups – alumni, students, faculty, and staff. This proposed revision of the bylaws establishes designated numbers of seats on the board for each of the most important college stakeholder groups. In this way, decision making authority would be distributed more fairly and evenly among the four groups. Specifically, each group would receive exactly three voting seats.

This equal distribution approach is based on a recognition that no one stakeholder group is any more important than any of the others in a community like ours. All groups should be able to contribute in a balanced way for the best interests of the overall college community to be served. Of all the proposed changes, this change in board composition represents the most significant change in how the board would be organized.

Most board members would be chosen by members of their respective groups. According to the old (existing) bylaws, Academy board members can only ever be appointed by other (existing) board members. These methods are functional in some basic respects, but they are not particularly transparent or democratic. The existing board’s own preferences and connections have mostly determined who would serve on the board at any given time. Election structures have not been utilized.

This proposed revision transforms these processes by focusing on representative stakeholder-based democracy, and by institutionalizing election processes as needed. Specifically, elections would be used whenever a seat on the board was “contested” – meaning if more than one person expressed interest in serving. Elections processes would allow for stakeholder electorates to directly select the candidate(s) they preferred, rather than have the board make those decisions for them.

This new emphasis on representative democratic election processes represents another very significant change in how the board would be structured relative to the past.

Three voting seats on the board (20%) would be allocated to public interest members, who would (as in the past) still be appointed by other existing board members.

Representation of the public interest is important in the governance of any non-profit organization. And (as noted above) the Academy’s board has always been very well served by significant public interest representation in the past. But this has been informally specified until now. This proposal seeks to allocate one-fifth (20%) of all voting seats on the Academy’s board to public interest members, including clinic patients.

This approach will ensure ongoing equitable representation of this important group. In the proposal, this group would receive the same level of representation on the board as each of the core stakeholder groups.

One significant component of the proposed revision to the bylaws is that, for the first time in the college’s history, current students would serve as voting members on the board. They would be chosen by their peers, meaning other students, using elections if necessary. This change represents a signficant and timely cultural shift for the college. Students bring in the majority of the college’s revenues via tuition payments. Many of them also bring extensive professional work histories as well as deep and meaningful life experience.

The idea behind this change is that despite historical norms that have resisted the idea of students serving on boards of higher education institutions, it actually makes very little sense to exclude adult learners from the structures of decision making. In fact it is only fair that at the Academy student voices be heard equitably in the governance structure of the college, in the same way that other voices are heard.

This change reflects contemporary visions of stakeholder-based governance, which have come increasingly into focus in many academic institutions over the past 25 years.

Term limits have never been applied to any Academy board members in the past. The advantage of this approach was that long-serving board members accumulate knowledge and experience, and this can be helpful sometimes. The downside to this approach is that long-serving board members can sometimes become set in their ways, and board membership and opinions may not actually reflect changing times or norms. Opportunities for participation by new individuals with different perspectives are also limited.

This proposal establishes clear term limits for board members. The main goal is to ensure that the board constantly evolves in appropriate ways, and that fresh perspectives and new ideas can regularly enter the decision making processes at the Academy.

The board’s activities and decision making would become more transparent. As noted above, governance activities at the college have been relatively opaque in the past, and many stakeholders have noted that the community has been poorly informed about how the board operates or why it is structured in the way it is. This proposal seeks to change that by emphasizing improved openness and transparency. The board would be expected to be far more transparent in its operations than has been the case in the past.

The board’s activities would be increasingly guided by well-established “best practice” principles. The board currently operates under various norms, many of which are informal. Most of these have worked reasonably well historically, but some do not follow clearly defined best practice principles. An example is that the board has historically not undertaken meaningful self evaluation work designed to assess the effectiveness of its own functioning.

This proposal seeks to implement more formalized and established best practice approaches whenever possible, mostly to ensure optimally efficient and effective operations.

Under this proposal, the name of the board would change from the “Board of Governors” to the “Community Board”.

The proposed change of name is perhaps a small thing in itself. But in some respects this step reflects an important symbolic transformation. It reflects a desire to embrace a distinctively new philosophy. The new approach emphasizes the college’s communities of interest, and the vital importance of stakeholder perspectives in institutional governance structures. It also highlights the importance of representative democracy in institutional decision making.

Questions about the Community Board?

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