Governance restructuring: Current proposals Marilyn J. Heine, MD, FACP, FACEP Immediate Past President, PAMED OSMAP Meeting June 14, 2013

Overview  Impetus to consider change  Examine situation, engage stakeholders, evolve proposal  Timeline  Key philosophy  Form – and name – follows function  Proposed framework governance  Proposed expanded member voice

Timeline HOD adopts resolution to study HOD/BOT governance process and structure Task Force to Improve Governance Processes and Structure studies current situation, issues report “Options for Change,” presented to HOD HOD adopts resolution to: Move policy-making to BOT “Right-size” BOT Nominate skills-based trustees, officers; general membership election Enhance member voice Further engage counties, specialties. Governance Workgroup develops proposal. Stakeholders are engaged who modify proposal, adopted by BOT. Bylaws being drafted for HOD 2013 to consider

Key: Members at center of PAMED  Dues-paying physician members are “owners.”  All governance bodies and leaders must be accountable to membership.  Members must feel heard and well-served by the organization.  Governance structure must provide real-time mechanisms for membership engagement.

Form follows function Key functionsCritical attributes Fiduciary/managementAgile, efficient, frequent; skilled Advocacy policymaking Diverse; sized to facilitate deliberation NominationsSmall group, diverse, no COI Elect leaders“Owners,” wide representation Bylaws Representative, informed “owners” Endowment decisions Checks, balances, informed “owners”

Form follows function Key functionsProposed entity Fiduciary/managementBoard of Directors Advocacy policymakingExecutive Policy Council Nominations Leadership Development Committee Elect leaders Member Rep. Assembly or general membership BylawsMember Rep. Assembly Endowment decisionsMember Rep. Assembly

High level view of current framework Executive Committee 8 members Fiduciary/management House of Delegates 312+ voting delegates Establish policy, elections, bylaws, protect endowment Councils Commissions Ad hoc Policy recommendations Specialty Leadership Cabinet Policy recommendations Board of Trustees 36 voting officers/trustees Implement policy

High level view of proposed framework Board of Directors 8 members Fiduciary/management Executive Policy Council 24 voting officers/trustees Establish policy Member Representative Assembly 122 voting delegates Recommend policy, provide feedback; elections except vice president, bylaws, protect endowment General membership Full active, affiliate, associate, & dues paying residents Election of vice president; input at annual meeting and via new member voice mechanisms Leadership Development Committee 7 members Identify & mentor potential leaders, define necessary skills for leaders; submit nominations Issue specific workgroups 5-7 members Recommend policy Specialty Leadership Cabinet Recommend policy

Authority crosswalk: slide 1 Executive Committee Executive Policy Council Board of Trustees Board of Directors Finance Committee Advisory Finance Committee Advisory Manage & Implement Policy Budget & expenditures Strategic Plan Advocacy policymaking Set Dues House of Delegates

Authority crosswalk: slide 2 House of Delegates Bylaws amendments Elect vice president Nominations Elect positions except as noted Approve recommendation to invade endowment principal Member Representative Assembly “Dues Paying” Members Leadership Development Committee

Member voice flow: current Board of Trustees Specialty Leadership Cabinet House of Delegates Member Sections Councils & Commissions Ad Hoc Committees Executive Committee

Member voice flow: proposed Executive Policy Council Member Representative Assembly Specialty Leadership Cabinet Member SectionsWorkgroups Board of Directors County Leadership Forum 1 Member Networking Forum 2 County, Specialty Executive Forums 2 Regional Town Hall 1 “Member Matters” 2 Hot issue ballots 2 Large group practice panel 1 Academic affairs panel 1 1 face-to-face, 2 online

Additional considerations Plan to codify and promote the process for members to submit policy recommendations. Plan to address needs of all members, including diverse stages, location, and models of practice. The downsized governance entities should enable greater efficiency and nimble management. Increased member input will require timely staff feedback to assure sense of responsiveness.

Summary Examine: HOD prompted study of whether current governance structure and process are optimal. Engage: Stakeholders were engaged at each step to obtain input, modify proposal. Evolve: HOD will consider the proposal and bylaws requisite to implement proposed changes… stay tuned. If adopted, will re-evaluate in future.

Questions? Thank You!

Addendum: structure crosswalk detail

Addendum: member voice cross walk detail