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CAS Board Seeks Member Input on Governance Recommendations

The CAS Board’s Governance Task Force (GTF) has received recommendations from an independent consultant for enhancing our governance system to align with governance best practices for professional membership organizations. The recommendations focus on the overall governance structure, Board policies and procedures, and roles and responsibilities. 

We want to hear from you – our members – before we make any decisions. Please review the brief background on our work and the recommendations under consideration. We invite and encourage you to provide feedback to the GTF as we prioritize the recommendations and chart our implementation plans.

Please submit feedback by July 19, as outlined below.

Introduction and Background

In August 2022, the CAS Board established a GTF and agreed to engage an independent consultant to review CAS governance practices and make recommendations to improve and enhance the governance system.

The GTF issued a Request for Proposals (RFP) to consulting firms with expertise in association governance structures. The scope of the engagement focused on the top-level governance of the CAS, including the Board and Executive Council.

Tom Keyse with Charney Associates was selected for the engagement. The work began in January 2023 and focused on:

  • Reviewing an extensive set of documents related to CAS’s existing governance structure, policies, roles, and responsibilities of various groups and individuals to understand the current structure.
  • Conducting individual and small group interviews representing many stakeholder groups.
  • Conducting a survey of the Board. 

A final report, including a set of recommendations considered best governance practices, was delivered to the Board in May 2023.

The project is now at a stage where member feedback is sought. With the benefit of member input, the GTF will consider and prioritize the recommendations and develop a proposal for the Board for enhancements to CAS governance.

Summary of Recommendations

The consultant’s recommendations have been consolidated and categorized based on similar themes. Note that it may be helpful to reference the CAS Council Structure as you review the recommendations.

 

  1. Board Purpose and Relationship with CEO/Staff

 

The Board should:

  1. Establish a governance commitment to serving the membership with outstanding and accountable governance performance. This commitment will serve as a premise for making other restructuring decisions.
  2. Commit to training to help the Board better understand its roles and responsibilities, as well as trends and best practices in association governance.
  3. Develop a Governing Policies Manual, setting forth clear performance expectations for its own work (consistent with the Constitution and Bylaws) and for the CEO/Executive Council.

 

  1. Board Responsibilities

 

The Board should:

  1. Revise the position description of the CAS Board Chair to state that the principal role of the Board Chair is to serve as the Chief Governance Officer of the CAS.
  2. Establish clear standards of Board member conduct.
  3. Develop and utilize an Annual Board Work Plan, incorporating strategic governance objectives.
  4. Adopt an Agenda Planning Policy to ensure Board Members have an opportunity for agenda input, and to ensure content is limited to issues that clearly belong to the Board to decide, consider or monitor, or to otherwise inform/educate the Board.
  5. Consider establishing an Executive Assistant to the Board, fulfilled by a dedicated senior-level administrative staff person.

 

  1. Councils, Committees, and Officers

 

The Board should:

  1. Affirm the Executive Council’s continued existence and message that to membership.
  2. Disband the Operational Oversight Committee, which has duplicative operational responsibilities as the Executive Council.
  3. Update position descriptions for the Executive Council and its members to ensure that they do not include responsibilities for operational duties for which the CEO is accountable.
  4. Create descriptions for operational working group Councils (those groups that sit above volunteer groups in the CAS Council Structure) that confirm CEO accountability, state the primary purpose of the Council, and describe Council functions.
  5. Change the name of Governance Committees to Board Committees to reflect that they are used to assist, advise or act for the Board with regard to its governance functions, as opposed to Operating Committees that assist, advise or carry out functions for which the Board holds the CEO accountable.
  6. Review and update existing Board Committee charters. Any current Board Committees that have primarily operational duties (as opposed to strategic) should be moved into the operating structure of the organizational chart and report up to the Executive Council and CEO.
  7. Consider creating new Board Committees:
    1. Executive Compensation Committee – to review and report CEO performance to the Board and recommend compensation.
    2. Governance Committee to support the effective functioning of the Board.

 

  1. Board of Directors Terms

 

The Board should:

  1. Consider asking members for Constitutional amendments to allow elected Board members to serve up to two consecutive three-year terms (re-election would be required) and appointed Board members to serve two-year terms, renewable up to six years.

The GTF is excited to consider the recommendations with the benefit of membership input. Please submit feedback by July 19 by sending your comment letters to Laura Stout, CAS Executive Assistant, at lstout@casact.org. Input that would be helpful to the Board includes answers to questions such as:

  1. Which of the recommendations or areas of focus should be the highest priority for implementation? Which should be the lowest priority? (Please refer to recommendations by number/letter.)
  2. What is currently working well in these areas of focus, and what is not working well?
  3. Which of the recommendations would impact you, as a member, the most in terms of opportunities to improve the Board and CAS governance?
  4. Are there any recommendations that you strongly support, or that you strongly disagree with?
  5. What aspects of CAS governance have not been adequately addressed in the recommendations and should be addressed?
  6. Are there any other recommendations you have for strengthening the governance of the CAS that the Board should consider?

We understand that members desire the opportunity to understand changes to CAS governance that are under Board consideration and to provide feedback. So, we truly hope you will take the time to share your perspectives.

Thank you in advance for your feedback. Please look for future updates on Board plans for these recommendations in the coming months.

Governance Task Force

Kris DeFrain, FCAS, Chair

Kathy Antonello, FCAS

Steve Belden, FCAS

Victor Carter-Bey, D.M.

Todd Lehmann, FCAS

Roosevelt Mosley, FCAS

Yvonne Palm, FCAS

Todd Rogers, CPA, CAE