- What documents are considered part of the ISPE governance process?
ISPE has three sets of documents that contribute to our overall governance process. They are a) Articles of Incorporation
, b) By-Laws
and c) Governance Structure
- What was the Board objective in reviewing these documents?
A Board Committee was established to review these documents for currency, consistency, and alignment. This is a regular review process by the Board to ensure efficiency of our operations and diversity of Board member representation and, accordingly, has suggested some modifications to our “Governance Structure” document.
- “Board Diversity”- What does this mean?
The scope of Board diversity can incorporate several attributes. Some key attributes include, but are not limited to: gender, professional skills, regional representation, technical experience, regulatory experience, and breadth of industry and academic connections. Board diversity needs will be based on specific requirements to effectively execute our strategic plan and represent the ISPE membership.
- Were there any substantive changes to the governance documents?
There were two (2) modifications that members might consider substantive: 1) The Board has approved the authority for the Board to appoint one (1) Director position to the Board during the established election cycle and 2) An Emerging Leader Board Committee has been established by the Board and the current Chair of the International Emerging Leaders Committee will be invited to board meetings as an ex-officio (non-voting) member representing ISPE Emerging Leaders.
- What is the Board’s objective for appointing a Director position as opposed to using the normal member election process?
The objective is to ensure ISPE has the appropriate diversity within the Board to execute business strategies as defined in our ISPE Strategic Plan. It is not the Board’s expectation that every election cycle will require an appointed position. Additionally, there will be no more than one (1) “appointed position” on the Board at any given time.
- Will the Board “appointed position” impact the current election process?
Yes. A typical election cycle usually serves to fill 3-5 vacancies in that election year. Terms are for 2 years. Board members completing one 2-year term are eligible for election to a second 2-year term. They can only serve 4 consecutive years unless they become an Officer. The appointed position can only be applied to 1 of the existing vacancies available during the scheduled election cycle. If there were 4 Director Positions available, 1 may be appointed by the Board of Directors and the remaining 3 will go through the current member election process. The appointed Director position will be established prior to commencing the member election process.
- Will the appointed Director positions follow the same tenure process as other Board Directors?
Yes. However, a Board appointee cannot be appointed for a second term. They are eligible for a second term but must be elected through the current member election process. Board appointees are only eligible to be an officer if elected through the member election process. They cannot be elected by the Board to an officer position during their 2-year appointment term. If re-elected to a second 2-year term through the normal member election process, they may be considered for an officer position just like any other Director.
- How will the “Appointed Director” candidate be identified?
The candidate will be identified in the same manner as other potential Director candidates are and vetted by the Nominating Committee just as with those considered for current member election process. The Board will determine if a candidate is ultimately appointed to the Board and this will occur prior to initiating the member election process.
- Will candidates who go through a member election process and not elected to the Board be eligible for Board appointment in a future election cycle?
They, like any other member will be vetted by the Nominating Committee and along with the other nominees, may be considered for appointment if the Board feels an appointment is necessary and their diversity of skills fits with skills required by the Board to execute our Strategic Plan. It is not the intent of the Board to use appointments to secure a position for candidates who are not elected through the member election process.
- Why are we adding the Chair of the International Emerging Leaders Committee to the Board as an Ex-Officio position?
The Board believes that Emerging Leaders have a unique perspective in many of the areas where ISPE is focused. These include areas such as technology, information searching and dissemination, and connecting with our students and universities. As the Board engages in strategic discussions, it will be advantageous for them to have the Emerging Leaders' perspective. We believe it also adds greater diversity to our current Board capabilities.