Notice of Intent to Revise ASNT Bylaws

Proposed Revision #1

Change the title of the senior staff position from Executive Director to Chief Executive Officer (Article III, Section 2)

The rationale for this change is to make the title more accurately depict the duties and responsibilities of the position, and to be consistent with current association practices. Under our structure, the Executive Director (ED) has profit & loss (P&L) and strategic plan implementation responsibility for a $10 million international business with three subsidiary units. In addition, he serves as ASNT’s spokesperson and primary representative to industries. 

In a non-scientific comparison with other member-based societies in Council of Engineering and Scientific Society Executives (STEM societies), we found that our closest peers, including the American Welding Society (AWS), the American Society for Mechanical Engineering (ASME), and the Association for Materials Protection and Performance (AMPP), along with a  majority of the other technical societies compared, use the title of CEO or hybrid CEO/ED for their senior staff position.

A minority of technical societies still use the ED terminology, including the American Geosciences Institute, INFORMS, American Anthropological Association, Entomological Society of America, Ecological Society of America, and the American Association for Anatomy. However, the trend clearly is going from ED to CEO. ASTM and several other larger societies use the title of President for their senior employee, with titles of Vice President for the senior management team. One association – the American Concrete Institute, uses the term Executive Vice President (EVP) for the senior staff position. However, these appear to be unusual practices and not widely used. The Executive Committee does not intend for this change to convey a promotion for the ED, rather, it is intended to reflect the actual duties and responsibilities of the senior staff position, and to bring ASNT’s practices in line with current practices in comparable societies.

Proposed Revision #2

Change the title of "Director at Large" to "Director" (Article III, Section 2)

Under ASNT’s former governance practices, we adopted the term "Director at Large" to distinguish directors elected by the members from those elected by councils, who were termed "Council Director". Further, the terminology conveyed, intentionally or otherwise, differences in roles and responsibilities and constituent representation. With the elimination of council directors and the adoption of contemporary Board practices which requires directors to represent the full society rather than any subsidiary constituent group which elected them, the Executive Committee proposes to standardize terminology to be "Director" by eliminating reference to "at Large".

Proposed Revision #3

Add the President of the ASNT Foundation to the Board of Directors (Article III, Section 2)

This is to remain consistent with our precedent of appointing the senior volunteer officer of ASNT subsidiaries to the ASNT Board. For example, the President of ASNT Certification Services LLC is a voting member of the ASNT Board by virtue of holding that position; adding the President of the ASNT Foundation as a voting member, therefore, is consistent with that precedent. The Executive Committee notes that while the individuals currently holding these positions (i.e., John Kinsey and John Iman) were elected directors of the ASNT Board, this may not always be the case as the Board has the authority to appoint anyone to these two positions.

Proposed Revision #4

Delegate authority for the Board of Directors to appoint one (1) director each year (Article III, Section 3)

While ASNT has recently benefitted from a renewed interest in serving on the Board of Directors, there remains the challenge of ensuring the Board has access to specific skills, knowledge, and abilities necessary to govern a growing, international society. For example, should the Board determine it needs someone with deep experience in a specific international market (for example, India), the only way to ensure such a person is elected by the members is by “gaming” the nominations and elections process. Two examples include nominating a slate (5 nominees for 5 positions) containing a person with said qualifications, thereby removing choice from the members, or by stacking the nominations with multiple, similar people to ensure the members have no choice but to elect one of them. We do not believe gaming the system is appropriate, and it would have unintended consequences.

Instead, the Executive Committee proposes the Bylaws be revised to delegate authority for the Board of Directors to appoint one (1) director each year. The practice of boards electing their own members is not unusual – a peer association Board, for example, appoints an independent director to its Board to provide outside perspectives. Independent directors could be leaders from other societies, lawyers, financial experts, or market experts.

This authority would be discretionary: the ASNT Board could appoint a director each year if it chose to, but it would not be required to. The Executive Committee believes delegating this authority to the Board of Directors would benefit the society by retaining the integrity of its nominations and elections system while providing some flexibility to bring in necessary and appropriate expertise.

Policy G-01 Nominations and Elections would need to be revised to implement this procedure for the 2024 nominations and elections cycle.

Proposed Revision #5

Reduce the number of directors elected by the voting members from five (5) to four (4) each year  (Article III, Section 3)

Presently there are 19 voting directors, including 15 Directors at Large (one of whom is President of the LLC), 3 elected officers, and the immediate past chair. This number will vary year-to-year by one or two directors depending upon when directors are elected to Vice President. To avoid increasing the size of the Board because of delegating authority to the Board to elect one director each year as described in item 4 above, the Executive Committee proposes to reduce the number of directors elected by the voting members each year by one, from five to four.

This is a maximum number. The number of directors will vary depending upon who is appointed President of the two subsidiaries and in which year of their term directors are elected to Vice President.

Proposed Revision #6

Add the President of ASNT Certification Services LLC to the Executive Committee (Article V, Section 2)

Prior to the last Bylaws revision, the Executive Committee was composed of five (5) people, including four (4) voting elected officers, including the Chair, the President, the Vice President, the Secretary/Treasurer, and the non-voting the Executive Director. With the change to making the Secretary and Treasurer appointed positions (and with non-Directors appointed to those position they are non-voting), it resulted in a reduction in the number of voting elected officers to three (3). 

In addition, the Executive Committee finds that many of its discussions involve certification programs representing almost 40% of ASNT’s business and which are governed by the LLC. Therefore, the Executive Committee recommends the President of the ASNT Certification Services LLC be added to the Executive Committee, bringing the number of voting elected persons to four (4). Including the non-voting officers (ED, Secretary, and Treasurer), the Executive Committee will be comprised of a total of seven (7) people.

Read redlined version of proposed revisions

Comment Period

In accordance with Article VII: Amendments and Revisions, Section 1, members shall have no less than sixty (60) days to submit questions and comments about proposed revisions, to which the Secretary shall respond, and to which the Board of Directors shall consider, prior to any Board of Directors vote to adopt the amendment or revision. 

Submitted Comments

Comment/Question #1:

Under proposed revision #4, the Board could keep electing the same individual over and over again turning what is supposed to be a temporary appointment into a permanent one.  In addition, as a board member, the individual would be voting on matters not related to the expertise for which they were added.  As a result, I would propose the following change:

The temporary board member shall serve no more than two consecutive years and shall not have a vote on matters not pertaining to the expertise for which they were added to the board.

Response to Comment/Question #1:

Whether elected or appointed, Board member positions have set term limits. Individuals may serve multiple terms, with no more than two terms being consecutive.

Under Ohio law, it is not possible to restrict what an individual Director may vote on based on the individual’s expertise. Ohio law does permit certain Directors to be non-voting Directors.  For example, Section 1702.27 of the Ohio Revised Code provides that ex officio Directors will not be entitled to vote unless otherwise provide din the Articles.  In addition, Ohio law permits the Articles to specifically designate certain Directors to be non-voting Directors. However, a Director can only be either Voting or Non-Voting.  It is not possible or practicable to limit a Director’s voting rights to only certain matters on which the Director has specific expertise. In addition, because Directors have specific fiduciary duties to the members under Ohio law, the Directors must have the ability to exercise their voting rights in order to satisfy those fiduciary duties.

Comment/Question #2:

If Proposed Revision 4 is added to allow the board of directors to appoint one director each year, what percentage of the board members need to support this decision?

Response to Comment/Question #2:

At any meeting of the Board of Directors, a majority of the Directors in office shall be necessary and sufficient to constitute a quorum. An affirmative vote of a majority of Directors present at a meeting of the Board of Directors at which a quorum is present, shall be sufficient to take or authorize action.

Comment/Question #3: 

Has the board considered having the right to choose a person to fill a specific role, but allowing the membership to vote for or against this person for the specific role chosen?

Response to Comment/Question #3:

No, the Executive Committee has not considered changing the director role to fit a specific candidate. The approach of the Leadership Development Committee and the Board starts with a list of competencies and desired qualifications of Board candidates being sought out. These are published when candidate applications are solicited.

Comment/Question #4: 

Regarding proposed revision #1, my concern is that in 2-3 years, it will in essence force a financial promotion, either by the current individual or by a new individual being recruited.  I think that it would be appropriate to also consider the current pay bands and responsibility levels for the individuals from the other societies, and if the title change is consistent also with the responsibilities.

Response to Comment/Question #4:

ASNT uses industry salary information when determining the compensation of the senior staff executive. The association industry data treats the position the same whether the individual’s title is executive director, chief executive officer, or one of several other common alternatives. Compensation is driven by factors including size of the organization (budget, members, employees) and geographic coverage (international, national, regional, local), for example. The Board will continue to base its compensation decisions on these factors.

Special Meeting

The Board Chair shall conduct a special (virtual) meeting of the members in accordance with Article II: Members, Section 6 – Special Meetings of the Members, prior to any Board of Directors vote to adopt the proposed revision to allow members to question or comment on the proposal.
 

A Special Meeting of the Members was held on 18 September 2023 which was recorded. Watch the Special Meeting of the Members.

Adoption

The proposed amendment or revision shall be adopted upon the affirmative vote of at least two-thirds (2/3) of the Directors in office, not including the Chief Executive Officer.