1 Governance Change Discussion House of Delegates Plenary Session January 11, 2014

Chronology: Dr. Ken Bartels October 2009Recommendation for creation of Blue Ribbon Panel to evaluate the governance structure of AVMA March 2011AVMA 20/20 Vision Commission calls for AVMA to re-invent its organizational structure and governance process July 2011HOD Resolution 10 – review governance structure to determine if it meets future needs of the profession August 2011Executive Board establishes TFGMP January 2013Initial TFGMP feedback to HOD at Winter Session Plenary Meeting (HOD and VLC participants) June 2013TFGMP issues final report with new governance model 2

Recent Timeline June 2013EB establishes GET: communicate proposed model and solicit feedback from membership July-Sept ’13GET presents key concepts, and receives feedback Oct. 15, 2013GET interim report modifies TFGMP proposal Oct Nov. 15, 2013Member feedback on GET’s report Nov. 15, 2013HAC releases memo with recommendations Dec. 17, 2013Executive Board releases memo with recommendations 3

The Case for Change: Dr. Tom Meyer 20/20 Vision: “A dynamic organization that is increasingly relevant and responsive” 20/20 Vision: “A dynamic organization that is increasingly relevant and responsive” Strategic Plan: Member Participation & Engagement Strategic Plan: Member Participation & Engagement Member-driven priority Member-driven priority By HOD members By HOD members By voluntary leadership By voluntary leadership By individual members By individual members Task Force on Governance & Member Participation (TFGMP) Task Force on Governance & Member Participation (TFGMP) Improve member engagement by providing more options and opportunities Improve member engagement by providing more options and opportunities Make policy-making more nimble, unified and integrated Make policy-making more nimble, unified and integrated Give members more power to elect their leaders Give members more power to elect their leaders Reduce cost & duplication; maximize today’s technology Reduce cost & duplication; maximize today’s technology Governance Engagement Team (GET) Governance Engagement Team (GET) Communicate and explain proposed TFGMP model Communicate and explain proposed TFGMP model Solicit feedback; reconcile feedback received Solicit feedback; reconcile feedback received 4

Executive Board Findings Agrees generally with TFGMP’s case for change Agrees generally with TFGMP’s case for change More flexibility to allow evolution of AVMA programs and processes More flexibility to allow evolution of AVMA programs and processes Governance change should be initiated proactively to ensure continued strength and unifying voice Governance change should be initiated proactively to ensure continued strength and unifying voice Securing nominations for vacant committee/council positions is becoming more difficult Securing nominations for vacant committee/council positions is becoming more difficult Members are asking for more direct say in AVMA activities Members are asking for more direct say in AVMA activities Membership drop from 85 to 80% signals need to take steps to steer AVMA from future loss of influence and membership Membership drop from 85 to 80% signals need to take steps to steer AVMA from future loss of influence and membership 5

HOD Feedback … with Maximum Productivity Feedback “Rules” Feedback “Rules” First give name & affiliation First give name & affiliation Stay on topic Stay on topic Make a comment, suggest an improvement or express a concern Make a comment, suggest an improvement or express a concern Not a Q&A session Not a Q&A session No speeches (60s limit) No speeches (60s limit) Focus topics, based on your feedback: Focus topics, based on your feedback: How the HOD is elected How the HOD is elected Term limits for HOD Term limits for HOD Authority & responsibility for HOD and Board of Directors Authority & responsibility for HOD and Board of Directors Plan to spend time on each topic Plan to spend time on each topic 6

Objectives Provide all HOD members present with the opportunity of providing feedback, and being heard Provide all HOD members present with the opportunity of providing feedback, and being heard Identify areas where there is general consensus, or continuing concerns Identify areas where there is general consensus, or continuing concerns 7

Topic (A): How the HOD is Elected GET2 delegates elected by AVMA members of that state/district/territory or AVMA members of the allied VMA (AVMA election) AVMA solicits nominations for HOD positions (as for council vacancies); each state & allied VMA has opportunity to endorse 2 candidates, but non-endorsed candidates can still run if eligible HAC1 delegate elected by AVMA members of that state/district/territory (AVMA election) AND 1 delegate elected by members of the state/allied VMA, who conduct their own election EB1 delegate elected by AVMA members of that state/district/territory or AVMA members of the allied VMA (AVMA election) AND 1 delegate selected by the board of directors of the state/allied VMA 8

Topic (B): Term Limits for HOD GETThe term for each delegate is 3 years; elections are staggered; each delegate may only serve two terms HACAgrees with GET proposal for delegates elected by AVMA members AND Constituent organizations determine terms for delegates they elect EBAgrees with GET proposal 9

Topic (C): Authority & Responsibilities for HOD GETBOD (Board of Directors) has authority to amend bylaws HACHOD has authority to amend bylaws EBBOD has authority to amend bylaws by 2/3 vote; EB would be amenable to HOD having the ability to override bylaws amendments by 2/3 vote 10

Topic (C): Authority & Responsibilities for HOD GETBroad resolution authority to submit recommendations to BOD to be approved by a majority, weighted vote HACHOD can override BOD-approved policies by 2/3 vote on matters affecting veterinary medicine with no financial implication to AVMA EBAgrees with HAC proposal; override must occur no later than the next HOD meeting GETHOD elects members of the Advisory Councils from the candidate slate provided by the VRC, by a majority non-weighted vote HACRetain weighted voting by HOD EBFormal response did not address specifically 11

Proposed Board of Directors 12 OfficersDirectorsEx-Officio (non-voting) President President-elect Past President Treasurer Geographic (11) At-Large (2) One At-Large position will be the Student Focus Director Executive Vice President Assistant Executive Vice President

Topic (C): Authority & Responsibilities for BOD GETBOD Chair: Immediate past-President of AVMA Vice-Chair: President HACFormal response did not address specifically EBBOD elects its own chair and vice-chair GETDistrict Directors elected by the AVMA members in their district for a 3-year term, and can serve 2 terms Two at-large directors are elected by AVMA membership HACFormal response did not address specifically EBAgrees with GET proposal (apply to all director terms) 13

Topic (C): Authority & Responsibilities for BOD GETPresident-elect elected by AVMA membership HACFormal response did not address specifically EBPresident-elect elected by either members or HOD (defers to HOD in this matter*) * If the final decision is that the President-Elect be elected by the HOD, then the EB believes the HOD should carefully consider the implications of the election occurring by non-weighted vs. weighted voting to membership engagement and perception of transparency. GETTreasurer elected by membership for 3-year term; can serve 2 terms; is a voting member of BOD HACBOD elects Treasurer; non-voting position, unless elected by members EBBOD elects Treasurer; voting position; agrees with term proposal 14

Topic (C): Authority & Responsibilities for HOD GETHOD is responsible for environmental scanning to guide strategic planning of the association. HOD also responsible for establishing and conducting a Veterinary Issues Forum (VIF), at least annually, held in conjunction with HOD mtg HACFormal response did not address specifically EBAgrees with both GET proposals 15

Objectives Provide all HOD members present with the opportunity of providing feedback, and being heard Provide all HOD members present with the opportunity of providing feedback, and being heard Identify areas where there is general consensus, or continuing concerns Identify areas where there is general consensus, or continuing concerns Other feedback – on topics not already discussed? Other feedback – on topics not already discussed? Next steps Next steps 16

17 Governance Change Discussion House of Delegates Plenary Session January 11, 2014