AIAA Governance Q&A

January 2016

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Constitution is restrictive; no flexibility

• The Constitution specifies that there should be a certain number of Board members and is very specific about where they come from.• 8 Vice Presidents from specific standing committees. What if we wanted to

change the type of standing committees? Add one? Subtract one? Why do only certain types of committees get elected representation? What if it is decided another area is strategically important enough to have a member elected representative in leadership? Cannot do that with our current Constitution. Current example: Our Corporate Member Committee has no elected representation Current example: Our Program Committees, buried in TAC, have no member elected

representation. We have one International region- why do we not break this down, at least, into

Continents? People join for different reasons. Australia has sections, for example. In Europe we have members who are also members of sister societies. In Asia, people join purely for the technical access.

• Treasurer is an appointed staff position, should be a member position

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Our Board is bandwidth limited

• Our Board members are doing a great job at managing the operations and current activities of the Institute Difficult to start cross-siloed types of activities. Who is charged, in our current structure, with strategically looking at

areas where we could be building new cross functioning committees and nurturing those communities?–Theoretically a Board should be doing this, but because of how we form ours

they have primary responsibilities to their communities to keep things running that takes all of their time.

–Program committees are trying to do this…

• There is limited time/energy left to be researching and thinking about the future and what AIAA should be doing next. • Puts AIAA in a more reactive than proactive Board.• Attempt to create a work-around: the Institute Development

Committee (appointed not elected), created an inefficient operational structure with no accountability to execute.

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Need a balanced system

• Need to create a system that includes the strong member driven, member leadership component of the AIAA but includes a group that can spend time and energy focusing on the Aerospace industry and how AIAA can remain current. This is, by definition, the responsibility of an organization’s “Board”.

• Implies the need for creating another governing body (the House of Delegates) to focus on and continue leading, via direct representation, the member driven activities that are ongoing.

• It is important that the system be set up to provide transparency and clear processes as well as ensure member input and representation are present.

• Necessary to formalize the concept with its checks and balances into our governance system so it will be understood. The President appoints the IDC, which is acting, more or less, as a “de-facto” Board; no

member accountability The nomination process defined in the Constitution, does set term limits for committee

members. Term limits are a check and balance that are needed to maintain a diversity of engagement.

Proposed Changes to Constitution

• ARTICLE I NAME AND OBJECTIVE PURPOSE Name  Unchanged Purpose Unchanged Gender Usage Deleted, not needed

 • ARTICLE II BYLAWS 

Bylaws Unchanged Bylaws Amendments Increased number of days for vote

• ARTICLE III MEMBERSHIP Eligibility Unchanged Definition of Grades Unchanged Privileges Unchanged Expulsion/Suspension By-laws

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Proposed Changes to Constitution

• ARTICLE IV ORGANIZATIONS Sections By-laws Regions By-laws Technical Groups By-laws Student Branches By-laws

• ARTICLE V MANAGEMENT Membership Control Updated Board of Directors Updated Corporate Officers By-laws Vacancies By-laws National Standing,

Technical, and Program Committees Policies

Secretariat By-laws Fiscal Year Policies 7

Proposed Changes to Constitution

• ARTICLE VI NOMINATIONS AND ELECTIONS Nominating Committee By-laws Regional Advisory

Committee Policies Submission of

Nominations Policies Nomination by Petition Policies Ballots Policies Elections By-Laws Tenure By-Laws Restrictions on Benefits Unchanged

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Proposed Changes to Constitution

• ARTICLE VII MEETINGS Business Meetings Move to By-Laws Special Bus. Meetings Unchanged Conduct of Meetings Updated Quorum Unchanged BoD Meetings By-Laws Annual Meeting By-Laws Additional Meetings By-Laws Quorum By-Laws U.S. and Intern.

Tech. Meetings Policies

• ARTICLE VIII CONSTITUTIONAL AMENDMENTS Const. Amendments Unchanged

–Letter Ballots Unchanged–Adoption Unchanged

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The Imperatives Behind the AIAA Governance Change

The AIAA Governance model was formed 50 years ago, in a completely different environment, when two organizations merged.

The structure was designed to facilitate communication and the flow of information. Given the technology of today, we are not operating as efficiently as we could be.

The governance structure needs to evolve to take into accountmodern methods of communication and information flow.

The Imperatives Behind the AIAA Governance Change

Our governance model is designed to maintain and execute activities that we are traditionally used to doing. It does that very well. But it lacks a strategic capability or the ability to facilitate new endeavors. The Aerospace industry has evolved a lot over the last fifty years and AIAA needs to be able to evolve with it. Our current governance model does not allow that kind of flexibility and evolution.

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We need a governance structure that will continue to foster andmaintain our community while also having the ability to continuallystrategically incorporate new areas of Aerospace into the communityas the industry evolves.

The Imperatives Behind the AIAA Governance Change

Out governance structure has built in limits on how many people can engage in our communities. This was partly driven by the limits on communications and information flow. Those limits no longer are a barrier. Membership has continued to decline for a variety of reasons, our internally imposed limits being just one of many factors.

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We need to establish a governance structure that allows formaximum engagement of Aerospace professionals with the Organization.

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Charting a Course for Success

• In January 2014 a Blue Ribbon Panel (BRP) established by the Board to examine the efficacy of the AIAA Governance Structure, benchmarking it against our peers in the not-for-profit sector, and recommending appropriate improvements to the Board of Directors (BoD). Reviewed various aspects of the Institute including financial

health, volunteer and staff responsibilities and management of the programs/services AIAA is known for

Assessed current governance structure’s ability to navigate an increasingly dynamic and complex environment

The BRP findings showed that FUNDAMENTAL CHANGE was notonly necessary but critical to the long-term health of AIAA

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Charting a Course for Success • Using a “systems engineering” style approach• GWG, working with the Board of Directors and the IDC, has

Established 21 Performance Requirements to improve upon our existing governance model

Conducted a “Gap Analysis” on each of the 21 Performance Requirements

Developed a recommended governance structure to reconcile the gaps and meet the requirements

• Guiding Principal: How to maintain the important member driven energy of the Institute while incorporating strategic planning and flexibility for evolution.

Seeking an outcome that allows the Institute to evolve and be Relevant Change is necessary to evolve!