The Role of Governance

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Our governance helps us set strategy, deliver value, address risk and secure the future of our Society while advancing the OSH profession.

Member Town Hall: Repositioning ASSP for Success

Wednesday, Aug. 4 | 11:00 a.m. CT

Join your elected leaders for 1-hour discussion on a proposed governance shift that would modernize the Society and help secure our future, advance the profession and benefit all members.

Register today

Please find more information on the proposed shift and what it means to the Society, our members and our member communities below.

Repositioning ASSP for Success

To keep ASSP strong in a rapidly changing world, our governance model must provide business agility and create clear decision-making accountability while creating a year-round opportunity for member voice to inform and influence Society decisions.

Over the past year, we have been reminded of how unpredictable events can cripple organizations not designed to respond quickly in a crisis. To be successful, we must adapt to modern environments. Evolving from an outdated governance model to knowledge-based systems will enable ASSP to function reliably in today’s world, stay competitive, remain valuable to members and maintain our position as a global occupational safety and health leader. This evolution will secure a successful, sustainable future for ASSP.

ASSP Governance in Review

Governance is at the core of our business. These structures and systems dictate what we can do, how we can do it and how fast we can do it. Because of their importance, we must regularly review these governance elements and identify opportunities for change and improvement.     

As the global pandemic arose in early 2020, the Board of Directors recognized a fundamental shift in our business landscape. In response, we established three key goals that are critical to the Society’s short-term business stability and our long-term sustainability.

1. Meet plan and manage cash.
2. Grow and align our products and services with stakeholders’ key needs.
3. Enhance governance to meet current and future needs of members, customers and the safety profession.

The third goal aligns with our ongoing efforts to continuously evolve the Society’s governance. Doing so enables us to improve efficiencies, maximize our limited resources and generate new opportunities for member engagement. A brief review of our recent history provides insights on our progress.

In 2014, ASSP members approved a governance change, the Society’s first in more than 20 years. The changes signaled a shift to developing a leadership mindset that is representative of the entire profession and focused on providing the greatest member value.

That was the beginning of our efforts to continuously improve ASSP operations, policies and culture. It focused the Board of Directors on governing ASSP’s strategic direction, staff on operating and managing the association, and volunteers on providing expertise and leading committees and various member communities.

In 2018, we changed our name from American Society of Safety Engineers to American Society of Safety Professionals. This change reflected our desire to be more inclusive of the diverse community of individuals who endeavor to protect people, property and the environment.

Continuing our efforts to be more diverse and inclusive, while also advancing equity across all aspects of our Society, we formed a board-level Diversity, Equity and Inclusion Task Force in 2020. This group developed a framework to help ASSP integrate DEI across our culture, organizational policies and practices and business operations. This framework further highlights changes needed in our current governance structure to remove barriers to engagement, elevate member voice and increase diversity of thought.

2021 Governance Task Force

In January, we formed a governance task force who have guided the development of the recommended strategy and action plan to modernize the Society’s governance.

Our task force guided the development of the recommended strategy and action plan to modify the Society’s systems and structures so ASSP can make business decisions more swiftly and deliver member value more efficiently. Their work was informed by research and insights from member and staff experience and external expertise.

The members of the task force were Lindsay Bell, Wyatt Bradbury, Abby Ferri, Lori Frederic, Matt Herron, Monique Parker, Jose Perez, Rick Pollock, Kathy Seabrook and Royal Willard, a group of members who represent our diverse member community in many ways. Brad Giles, 2020-21 President-Elect, and Christine Sullivan, 2020-21 Senior Vice President, co-chaired the task force. Deb Roy, 2020-21 President, and CEO Jennifer McNelly were ex-officio members.

Recommended Governance Change

For ASSP, modernizing governance to strengthen its future and increase member voice involves a transition from a House of Delegates to an at-large advisory group, empowering the Board of Directors to fully govern the Society.

This evolution would transition ASSP from an antiquated structure and resolve the division of authority between the Board of Directors and House of Delegates so the board can truly meet its fiduciary responsibilities. Viewed through the lens of continuous improvement, this action will enable ASSP to operate more efficiently, provide greater opportunities for member engagement and create a stronger Society.

Advantages of the proposed ASSP governance system are many:

  1. The voice of ASSP membership would be more easily heard with increased opportunities to engage.
  2. Greater diversity of thought would improve the Society’s decisions and guidance on a wide range of issues.
  3. Following association management best practices would allow the Board of Directors to be driven by credible data, market research and vital year-round counsel from the at-large advisory group and other engaged members.
  4. ASSP’s checks and balances, which include legal, accounting and other regulations, would remain strong, ensuring resources continue to be managed effectively for maximum member benefit.
  5. The Society would gain the ability to swiftly act on new market opportunities, implementing programs and solutions much faster than today’s cumbersome process.

Evolving our governance to create an agile infrastructure maximizes ASSP’s potential, secures our future and delivers high member value.

Task Force recommendation report

Repositioning ASSP fact sheet

Be Heard: Share Your Voice

We want to hear your thoughts, questions and concerns about this proposed governance change.

Share your feedback

Stay Informed

Please visit this webpage regularly for the latest information. It will continue to be the source of a range of content, including FAQs informed by your feedback and details on upcoming engagement and dialogue sessions on the governance recommendation. 

2021 Governance Recommendations: FAQs

Note to stakeholders: The evergreen FAQ will be continually added & updated and will be posted in an accessible and user friendly format on the governance webpage

This preliminary draft is being shared with you now to get you the information you may need to address your questions and the questions you hear from members.

What is the rationale behind these proposed changes?

This governance change is based on principles well-known to safety professionals—proactive preparedness, continuous improvement and management of change. Systematic review is a fundamental principle of the OSH profession. Many of the standards you work with each day require routine reviews that identify concerns and drive continuous improvement. Using that lens, it is prudent for ASSP to examine its management system (i.e., governance) regularly to confirm that it aligns with the constantly evolving world so that we can continue to manage the organization effectively, efficiently and to the greatest benefit for members.

Under the proposed structure, ASSP will be better able to capitalize on emerging opportunities that will advance the profession and benefit all members. In addition, the proposed structure would enable the board to truly fulfill its fiduciary responsibility for managing the organization; create greater accountability for decision-making; and provide an engagement opportunity that will elevate voices representative of the diverse demographics, experiences and perspectives found in our member community. We believe this structure will also promote greater communication among and strengthen trust between volunteer leaders and members.

And ASSP’s current structure is based on business practices of a bygone era. It needlessly divides decision-making authority and requires processes that prevent ASSP from making agile business decisions. These factors hinder our ability to be competitive and respond efficiently to emerging opportunities.

Finally, we also must acknowledge that employer support for volunteerism continues to decrease. The proposed model aims to create more efficient and diverse opportunities for members to contribute to the Society and the profession.

What guidance has legal counsel provided?

ASSP’s legal counsel has reviewed the proposed evolution of the ASSP House of Delegates structure and the introduction of an oversight committee and advisory group that will solicit and coordinate member feedback.

“This proposal is in line with the most important trend in association governance today, that is, the alignment of authority and responsibility in one governing body,” says Paula Goedert, partner, Barnes and Thornburg LLP and chair of its Associations and Foundations group.

“Under law, the Board of Directors is charged with the responsibility of managing the association. Splitting authority with a House of Delegates leaves the board with responsibility for some matters over which it has ceded authority to the House of Delegates. This inevitably results in conflicts between the two bodies and a distraction from the important work of moving the mission forward.”

She also notes: “To serve the needs of members in today’s ever-changing environment, an association needs one governing body that reacts on a timely basis to seize opportunities and avoid threats. That’s what these important changes to the ASSP bylaws will accomplish.”

How will this new structure create new pathways for member participation and engagement?

The at-large advisory group will be open to all members who are interested in participating. Participation will not be based solely on your role with a chapter, region, practice specialty, common interest group or other constituency. This change alone creates a wider, more inclusive path for engaging in discussions about the direction of the Society and the profession.

In addition, as proposed, the advisory group would be able to form smaller, focused task groups to come together on time-limited basis to address a specific issue (i.e., Society business, operations or strategy, issues and trends impacting the profession) that may be critical, short-term or future focused. These micro-engagements will provide opportunities for members to engage based on a wide range of reasons, including personal interests/passions, industry knowledge/needs, member community needs and more. Our Governance and Diversity, Equity and Inclusion task forces provide two recent examples of this type of engagement in action and the potential for positive outcomes.

Members of the advisory group will receive additional onboarding and leadership training to help them better understand the Society’s overall structure and contribute to their roles as members of the advisory group. Over time, we believe this additional training and engagement will result in more members being interested in pursuing volunteer leadership offices.

Are there examples of situations where the current structure hinders business changes?

We have encountered several scenarios that require bylaws changes, resulting in time and resource investments and delays implementation.

For example, one recent new business update brought to the House of Delegates was a bylaws amendment required to bring ASSP into compliance with Illinois state law. Because of our current governance structure, enacting that change took the organization months of time and consumed valuable resources that could be better directed toward delivering member value.

Another scenario is our ability to test and respond to unmet needs. For example, as part of our growth strategy, we have been actively engaged in a corporate listening tour. One goal of these conversations is to understand corporate needs in supporting and building their OSH teams. However, our structure limits our ability to swiftly respond to these needs. For example, if a corporate membership model is an uncovered need, our bylaws currently prevent us from testing this model.

In this competitive market, our need to be flexible and agile in our practices is rapidly increasing, yet our current structure limits our ability to act accordingly.

With everything else going on, is now the right time to try to make this change?

Over the past year, we have been reminded how unpredictable events can cripple organizations not designed to respond quickly to shifting environments. After an evaluation of our structure and based on guidance from legal counsel and industry experts, the Board of Directors and the Governance Task Force believe there is no better time to ensure ASSP can move swiftly and efficiently to remain competitive and manage toward the future.

As I understand it, we are expecting to vote on this in September. Are we rushing this to a vote? Can you explain the timeline?

The Governance Task Force has recommended a model we anticipate will have important outcomes:

  • The voice of ASSP membership would be more easily heard and there will be increased opportunities for members and communities to engage in discussion of issues important to ASSP and the profession.
  • Greater diversity of thought would improve the Society’s decisions and guidance on a wide range of issues.
  • ASSP’s checks and balances audit grow stronger when the Board of Director’s authority aligns with its legal requirements.
  • The Society would gain the ability to swiftly act on new market opportunities, implementing programs and solutions much faster than it can under today’s processes.

To achieve these outcomes, the Governance Task Force recommends we move forward swiftly. Over the next three months, we will host and support many conversations with delegates, leaders and members to inform a vote in late September. Additionally, we have built flexibility into the timeframe and are prepared to adjust the voting timeframe if needed.

What changes within the Society are driving this action?

The marketplace in which ASSP operates continue to grow increasingly competitive. In the continuing education market, we are also now facing competition from corporate entities as well as professional associations. Anticipating and responding to these competitive forces requires more agile business practices than are able under our current structure, particularly with respect to how our resources are allocated and invested.

We also continue to face competition for our volunteers’ time. The proposed structure recognizes that members have less time to volunteer for organizations such as ASSP at certain times in their lives/careers. By creating an at-large advisory group, we would provide an opportunity for members to learn more about how ASSP works in a less time-intensive manner, develop leadership skills and engage on issues that matter most to them at a given point in time. We believe these micro-engagement opportunities will set the stage for members to move into larger roles when the time is right in their careers/lives.

Can you explain the process the BOD followed to get to this recommendation?

A board-level task force was formed in January 2021. This group was comprised of members who have led, who lead now and who are likely to lead the organization in the future. The task force was co-chaired by the SSP president-elect and senior vice president and was facilitated by an experienced association governance consultant.

The task force was charged with several key responsibilities:

  • Develop knowledge of contemporary governance trends and models
  • Review results of conducted research
  • Consider governance alternatives and review advantages and disadvantages
  • Craft final recommendation(s)
  • Inform and actively support outreach and communications strategy

The group held several sessions during which they discussed ASSP’s structure, examined governance trends and industry data, as well as data from quantitative interviews conducted with a representative sample of ASSP members. Task force members also engaged in robust debate about potential options for change. The group arrived at a unanimous decision on the recommendation that was presented to the Board of Directors in May 2021. The board subsequently approved the recommendation and set in motion the plan to initiate a range of communications and engagements with senior elected leaders, incoming board members, delegates and the entire membership with the goal of holding a vote in late August 2021.

What is in it for me as an ASSP member?

ASSP has always been and will continue to be a member-centric professional organization that is focused on delivering member value while advancing the OSH profession. This proposed governance shift will continue to ensure the Board of Directors sets our strategic direction based on a wide range of data inputs, including member voice and feedback. Through the at-large advisory group, all members will be able to raise their hand to participate in the important conversations and debates on matters of importance to ASSP and the profession.

Members will also benefit from our continued transition to a governance model based on addressing the needs of all members. With the last restructure, we shifted to electing at-large directors. This moved ASSP from geographic/constituency-based representation to a model in which each board member is expected to deliberate issues based on the best interests of all members and the Society as a whole rather than from the perspective of a specific constituent group. The at-large advisory group is the next natural step in our progression toward a “representative of" governance model. Participation in the advisory group will be based on member interest and desire to engage rather than solely on holding an elected or appointed role on behalf of a particular member community.

Suppose this is approved and the advisory group brings an issue forward to the Board of Directors that it decides not to act on. Will we get information on why they decide not to act?

The Board of Directors will provide information on any decisions it makes based on issues raised by the advisory group and oversight committee. This aligns well with the board’s purposeful efforts over the past few years to create greater transparency and provide more accessible communications about its deliberations, key decisions and actions and anticipated outcomes. The Board Connection series and the monthly Board Update reports are two examples of ways in which this information is currently communicated, and we will continue to use these and other communications methods to share information with members.

We have heard that the HOD process/meetings are costly, but the recommendation mentions year-round engagement of this larger advisory group. Won’t that be more expensive that a once-a-year meeting?

On average, the annual in-person House of Delegates meeting costs nearly $73,000, regardless of whether there is new business on the agenda for a delegate vote. While delivering year-round virtual engagements will carry a cost, we believe it will be significantly less that a single annual in-person meeting, meaning the remaining funds can be redirected to programs and initiatives that will deliver greater member value and help us achieve our strategic goals. We also believe that through technology tools we will provide greater access for more members to engage, learn and contribute, leading to a greater return on investment than continuing to fund a cumbersome and often ineffective in-person meeting.

Is the expectation that this advisory group, if approved, will only meet virtually from now on?

That is correct. While we know that face-to-face meetings are preferred for some situations, we have learned over that past year that virtual meetings enable greater accessibility to a larger of members. With virtual meetings, no one must incur travel time or costs, nor does the Society incur venue-related expenses (e.g., A/V equipment, space rental, food/beverage). On average, the total cost to deliver an in - person House of Delegates meeting costs nearly $73,000; these funds can be redirected to programs and initiatives that will deliver greater member value and help us achieve our strategic goals.

I am disappointed about losing the potential to serve as a delegate because my chapter would pay for me to attend the annual conference.

We understand that for some delegates, PDC attendance was funded by their chapters, and this was viewed as a benefit of being named a delegate. It is important to note that this is not a standard practice across the Society, much like the selection of delegates has not been a standardized process across the Society. This has created some inequality in how the position is filled and executed across our chapter communities.

In addition, our cost-benefit analysis of the annual in-person meeting suggests that moving away from one in-person meeting to year-round virtual engagements will provide for a greater return on investment and a better benefit for all members. We believe that the proposed at-large advisory group structure will afford more members the opportunity to share their feedback and insights and become more engaged in the Society.

Will this have any effect on dues? Will the board immediately initiate a dues increase if this is approved?

No dues increase is tied to or dependent on this proposed structure. The Board of Directors always carefully considers all discussions about member dues. And, as it does with all decisions, the Board of Directors would review multiple data sources and points as part of any future deliberations related to a dues increase. Input from the proposed at-large advisory group would be a key source of input and member feedback should this issue arise in the future.

How will this governance change affect chapters and other member communities?

  • The most direct change for chapters, common interest groups, practice specialties and other groups would be the elimination of the designated delegate role.  
  • Instead, we will encourage all communities to have several members participate in the new governance structure. All members who join the advisory group would do so in an at-large capacity, meaning they would represent the entire Society instead of a specific segment. It’s important during these increasingly competitive times that we all work together to achieve what’s best for ASSP.
  • What will not change – whether or not the governance proposal passes – is how ASSP communities are represented. Currently, elected leaders and various councils are charged with overseeing their respective communities. Today if a chapter wants to influence change, those members go to their area director and regional vice president, not their delegate. That process remains the same in the new governance model, but with one improvement: Any member can join the advisory group to inform and influence the Board of Directors.
  • The proposed governance structure follows best practices of today’s non-profit professional organizations, enabling any interested member to have their voice heard while they help seek positive change for ASSP overall. Placing limits or specific requirements on participation would hinder this open process that aims to fully utilize our profession’s diversity while creating a greater level of inclusion.
  • A member’s understanding of the issues and needs of the communities in which they are active would enable them to bring key matters forward. At the same time, they would have the opportunity to pursue improvements that best serve the entire Society. We must all remain committed to the Society’s greater good in a rapidly changing environment to keep our organization versatile and strong into the future.
  • We also recognize that some chapters and groups fund their delegates’ attendance at the annual conference. With a governance change, those funds could be directed to community programs to benefit more members and deliver greater total value.

What will happen to those members who are current or incoming delegates?

All current and incoming delegates will be invited to participate in the inaugural at-large advisory group. As our first cohort under this new structure, these members will play a key role in setting the foundation for how the advisory group will function in the future. We value delegates service and dedication to ASSP and welcome and encourage their continued participation in helping inform and influence the Society’s decision-making process.

What is the makeup of the advisory committee? How will you ensure balance and diversity on the at-large advisory committee?

Participation in the at-large advisory group will be open to all members through the Leadership Connection form. As noted, during the initial year, all current and incoming delegates will be invited to participate. We will promote this opportunity to all members through all ASSP channels, and we will encourage local chapters, practices specialties, common interest groups and other groups within ASSP to encourage their members to participate. All participants would be considered “at-large” and expected to represent the best interests of the entire membership and the profession rather than specific constituencies.

In addition, as part of its function, the oversight committee, which will be made up of seven to nine members of the advisory group, will be responsible for assessing the makeup of the advisory group overall and issuing calls for participants as needed to achieve representative balance — including factors such as geography — and diversity and to engage underrepresented populations to ensure they are aware of the opportunity and expectations of those who participate. We believe this further supports our commitment to creating a diverse, inclusive and equitable organizational culture.

The oversight committee is a board standing committee. Shouldn’t they have a separation from the Board of Directors to ensure they are impartial and not being directed by the Board?

While the oversight committee will be a board-level committee that is accountable to the Board of Directors, board members will not serve on the committee. Its members and chair will be a subset of the advisory group and will be appointed following the ASSP council and committee appointment process adopted from the process developed in 2020 to appoint the Diversity, Equity and Inclusion Task Force. This process includes use of a rubric to evaluate candidates based on their answers to specific questions and includes calibration exercises to achieve inter-rater reliability. Experience to date with this process indicates it provides a more objective approach that helps us achieve strong, broad representation of our diverse member communities.

Other examples of board-level committees are the Finance, Nominations and Elections, Professional Conduct, and Standards Development committees.

How does this type of proposal align with association management best practices?

ASSP's legal counsel, industry research and association management experts agree that the proposed structure highlights a key association governance trend: Alignment of authority and responsibility in one governing body. Legally, the Board of Directors is responsible for managing the association. Under our current structure, authority is split with the House of Delegates; this leaves the board legally responsible for some matters over which the House of Delegates has authority. This creates inevitable conflicts between the two bodies and hinders our ability to achieve our mission.

With the 2014 restructure, we started the transition to a more flexible, efficient and effective organization that follows industry best practices and association management trends. As noted during that shift, having a smaller board does not mean that fewer people are involved in making decisions. In fact, as we learned throughout the pandemic, technology allow a broader group of members to engage in deliberations and we believe this proposal is the next logical step in the continuous improvements initiated in 2014.

How many options did the task force consider before selecting the proposed structure?

The task force identified nine different options early on in its deliberations. Those options initially included maintaining the status quo and eliminating the House of Delegates, but the task force determined that neither of those options was in the best interests of the Society. Through robust debate and conversation, the group eventually reduced the options for consideration to four. Through further discussion and work, the group determined that the recommendation presented to and approved by the Board of Directors offered the greatest opportunity for continued improvement of ASSP and increased member engagement.

Is there a size limit to the advisory group?

The Governance Task Force concluded that the inaugural at-large advisory group and oversight committee should have input into any determinations related to group size. It’s also important to remember that one expected outcome of the larger advisory group is the ability to form smaller, task-focused groups to address specific projects or topics on a time-limited basis. Thus, while the at-large advisory group will be larger, work throughout the year will likely be completed by these smaller groups.

Why do we think this is the right model?

The task force examined several models and the latest trends in arriving at this recommendation. Throughout their deliberations, the group expressed steadfast support for devising a structure that provided a stronger, more diverse and more inclusive method for elevating member voice the Society’s decision-making process. At the same time, they recognized the need to resolve the division of authority created by our current structure so that the Board of Directors can truly meet its legal obligation and fiduciary responsibility to effectively manage the Society.

How unique is ASSP in the way we are currently governed?

According to industry research, less than 5% of professional associations operate under a structure that is like ASSP’s current structure. When the governance change was approved in 2014, we took several major steps to align with best-in-class management practices, particularly as it relates to having a smaller board whose primary focus is setting strategic direction and adding a public director to provide outside perspective, share business expertise and help prevent groupthink. This proposed change is a result of our commitment to regularly review our structures and identify opportunities for continuous improvement.

Does the Society face any threats if this proposal is not approved?

Maintaining the status quo is not in the best interests of ASSP for several reasons.

  • The Society continues to face significant market pressures from other associations and for-profit companies. We must adapt agile business practices that enable us to respond swiftly to emerging opportunities and provide the flexibility to course-correct and adjust resource allocation more readily to capitalize on those opportunities.
  • Our ability to function in today’s every-changing world is compromised by our outdated governance model. It divides decision-making authority and prevents the Board of Directors from truly meeting its legal obligations for managing the Society.
  • Members continue to have less time to dedicate to volunteering and employers’ support for volunteering continues to decrease as well. ASSP relies on members for leadership and subject matter expertise, so we must find new and less time-intensive ways for members to engage, learn about ASSP and gain additional skills while contributing to the organization and the profession.
  • ASSP has committed to taking purposeful action to achieve an organizational culture that embraces diversity, fosters inclusion and strives to create equitable opportunities for all. It would be a step back from that commitment to not enact this change that aims to incorporate diversity, equity and inclusion by design.

If this recommendation is enacted, what voting rights will members have?

The proposed governance change does not give the Board of Directors sole power over everything involving the Society. In fact, our general membership will always have a vote on many major issues impacting ASSP. That long list includes a name change, plans of merger or consolidation, voluntary dissolution of the Society, the sale or lease of all property and assets of the Society, bylaw amendments affecting the name and purpose of the Society, and other items. The change aims to create one governance body to enable the Board to carry out its legal and fiduciary obligations currently set by the state of Illinois.

Won't removing the decision-making ability of the House of Delegates diminish the role chapters serve and eliminate their oversight on matters that could ultimately impact individual chapters?

Regarding chapter involvement and influence, we strongly believe the new structure will increase those opportunities. Right now, while ASSP delegates do exist, many chapter members across the board feel unheard in our governance process and have valuable ideas and feedback that should regularly be considered. The new structure would accommodate the rights of all members to be heard, not just a select few.