Constitution & Bylaws Committee Report Arif Agha, M.D. Constitution & Bylaws Committee Report

Constitution & Bylaws Committee 2018 Mahmood Alam, M.D. Mian A. Hasan, M.D. Nasar Qureshi, M.D. Mubashar Rana, M.D. Ahsan Rashid, M.D. Saima Zafar, M.D. Arif H. Agha, M.D. (Chair)

Issues With Current BOT Structure Number 5 members for 40 years 3 BOTs can make big decisions 1 Election Process Closed system No women representation 2 Duties & Powers Role of BOT is defined but no power to act on those roles 3

COUNCIL PROPOSAL FEBRUARY 9, 2018 Council submitted proposal to amend APPNA bylaws to accommodate the following changes to BOT of APPNA An increased number Better representation Clarification of duties

BOT: Current and Proposed Number 1 Election Process 2 Duties & Powers 3

BOT Number Existing: 5 Proposed 11 8 Elected 3 Ex-officio (voting) President, President Elect & Immediate Past President

ADVANTAGES OF EC MEMBERS AS PART OF BOT Enhance the number by elected individual Relationship of Synergy vs. Adversity Better long range planning with input from three Presidents Better management of fixed assets with support of EC

BOT Elections Number 1 Election Process 2 Duties & Powers 3

Current Election Process Existing: The Executive Council shall submit three (3) names to the Board for consideration for election to the Board. The Board shall elect (select) from amongst these three (3) members to fill any vacancies on the Board that year. Each Trustee serves 5 year term

New BOT Elections Proposed: 8 Trustees will be elected from 4 regions Trustees will be elected by General Membership of region Each trustee will serve for 4 years Election will be held every 2 years At each election 1 trustee will be elected from each region

BOT & Today’s APPNA Number 1 Election Process 2 Duties & Powers 3

Duties & Powers (Existing) BOT HAS “ROLES” BUT NO POWER TO ACT IN THE CURRENT SYSTEM Appoints EGC But cannot act on it Oversees long-range & strategic planning Asset & Account Management Other than mattes of dissolution, The board in its current form is pretty impotent.

Proposed Committees of BOT: 2 year Term AMMENDMENTS WILL ALLOW THE BOT TO APPOINT THESE COMMITTEES AND ACT ON THEM Ethics and Grievance Committee. Long-Range Planning Committee (LRPC) Asset Management Committee Compliance and Implementation Committee.

Power of the Board Independent authority to act on the recommendations of its own committees  

No powers are taken away from the council. BOT Vs. Council BOT POWERS EGC LRPC Asset Management Compliance COUNCIL POWERS Cash flow and Liquid Assets Annual Budgets Meetings Membership Elections Research and Education Social welfare CABL Office management Publications Many more No powers are taken away from the council.

Council can overturn BOT decisions with a 2/3 majority Checks and Balances Council can overturn BOT decisions with a 2/3 majority

Execution of New BOT Model Successful transition should be smooth & non-disruptive

New BOT Elections Proposed: 8 Trustees will be elected from 4 regions Trustees will be elected by General Membership of region Each trustee will serve for 4 years Election will be held every 2 years At each election 1 trustee will be elected from each region

 Census Bureau Map

Census Bureau Map Modified for APPNA Based On Membership Strength

REG 1 2018 REG 2 2018 REG 3 2018 EXIXTING BOT 4 REG 4 2018 If Amendments pass, 4 New Trustees will be elected at the end of 2018 Exiting trustee will stay on the Board as senior trustees for 2 years till the next election. EXIXTING BOT 1 REG 1 2018 EXIXTING BOT 2 REG 2 2018 EXIXTING BOT 3 REG 3 2018 EXIXTING BOT 4 REG 4 2018

REG 1 (S) 2018 REG 1 (J) 2020 REG 2 (S) 2018 REG 2 (J) 2020 Next BOT election will take place in 2020. 4 New Trustees will be elected The existing (Old Trustees) will retire Trustees elected in 2018 will become Senior Trustees Trustees elected in 2020 will become Junior Trustees REG 1 (S) 2018 REG 1 (J) 2020 REG 2 (S) 2018 REG 2 (J) 2020 REG 3(S) 2018 REG 3 (J) 2020 REG 4 (S) 2018 REG 4 (J) 2020

Amendment to Bylaws: The CABL Process Proposal by Council CABL review & Recommendation Council Approval General Body (Pending)

What is the Way forward: General Body Approval The CABL committee will act as the ad hoc body for transition of First BOT elections

Thank you for your attention