In the AAOS Leadership Institute (ALI) webinar on governance, AAOS Past President Kristy L. Weber, MD, FAAOS, described governance as a “team sport.” One of the primary aims of ALI is to encourage all interested members to participate and help them pursue leadership opportunities.

AAOS Now

Published 3/24/2021
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Terry Stanton

First AAOS Leadership Institute Webinar Focuses on Governance

In October 2020, the Academy launched the AAOS Leadership Institute (ALI), a new program available to all AAOS members that will provide training, mentoring, and networking opportunities to those seeking to acquire and refine the skills needed to progress and succeed as a volunteer leader at AAOS.

ALI (pronounced “AL-EYE”) is offered in four successive tiers linked to a member’s career stage and current level of involvement in AAOS’ governance structure. Levels 1 and 2, which went online with the launch of the program, are offered to orient members into AAOS’ culture and resources and prepare them for AAOS committee service. ALI Levels 3 and 4 are currently being implemented through an application process for members who aspire to serve at higher levels of service, such as a committee or council chair or on the Board of Directors (BoD). (See the November 2020 AAOS Now article “AAOS Leadership Institute Is Live.”)

In the AAOS Leadership Institute (ALI) webinar on governance, AAOS Past President Kristy L. Weber, MD, FAAOS, described governance as a “team sport.” One of the primary aims of ALI is to encourage all interested members to participate and help them pursue leadership opportunities.
Attributes of effective governance include a high-performing board of directors.
Kristy L. Weber, MD, FAAOS
Stuart L. Weinstein, MD, FAAOS
Jeanne L. DelSignore, MD, FAAOS

Among the prerequisites for advancing through Levels 2 and 3 is attendance at a specified number of live webinars that will be held regularly through the year. The first of the webinars, focused on governance, was presented in February.

Upcoming ALI webinars will cover topics including communication, diversity, strategic thinking, effective meetings, innovation, involvement in advocacy and the Orthopaedic Political Action Committee, leadership, and difficult conversations. Webinars may be specifically linked to content in either the Level 2 or 3 modules (visit the website at the end of this article for details).

The first webinar: 'Decoding the Mystery of AAOS Governance'

The webinar featured a presentation by AAOS Past President Kristy L. Weber, MD, FAAOS, who spoke on the nuts and bolts of the AAOS governance structure. She was joined by Stuart L. Weinstein, MD, FAAOS, who explained the fiduciary duties of the BoD, and Jeanne L. DelSignore, MD, FAAOS, who addressed the Academy’s mission.

“If you ask me what I think is the number one critical issue for AAOS,” Dr. Weber began, “I would say it is governance. It is a critical issue for all Board members and volunteer leaders to understand, and some of this is really challenging.”

Governance is an “activity,” Dr. Weber explained. “It’s what boards actually do. It involves the rules, regulations, and processes that allow for optimal decision making about the future of the organization. It outlines the structure and supports the strategic direction from the Strategic Plan; they work hand in hand, and they complement each other.”

Governance is a “team sport,” she continued. “It is not the president’s governance; it’s the Academy’s governance. Governance principles are developed by the BoD. Board members have specific obligations, and they have to understand those obligations before they can fulfill them.”

Any organization, Dr. Weber said, should have principles, which are critical because they determine governance specifics. The principles should balance the values, traditions, and changing external conditions for the organization.

“Governance principles are not about how,” she explained. “Principles are about what. If we are talking about how many people should be on the BoD—the principles are about what the appropriate number of board members is to be most effective. Deciding how to add or subtract board members is a ‘how’ and that comes later.”

All organizations must grapple with the issue of change to stay aligned with the current external environment, among other reasons. “There is excitement around change, and there is fear around change. We’ve experienced it,” Dr. Weber said. “Status quo is the easy way to go, as we don’t have to change the way we do things to become more relevant or modify the structure to become more effective. Change, however, is necessary for AAOS or any organization to remain relevant, sustainable, and beneficial to the members, and that means changing some traditions and processes that have been present for many years.”

Dr. Weber referenced the nine governance principles the Academy developed in a year-long process in 2018, and as an example, she focused on Principle 4: The Academy shall function through centralized authority with ultimate authority at the Board level, and then decentralized flexible decision making will proceed through the Board-designated committees. “That means the Board is the ultimate authority, but they are not going to micromanage all the different programs AAOS has,” she said. For instance, the Board sets the strategy—on Strategic Plan goal number 2, we are going to focus on quality, and we are going to develop quality-related tools such as Clinical Practice Guidelines and Appropriate Use Criteria. But the Board doesn’t decide who will serve on specific workgroups or what clinical topics will be chosen. Those decisions are made by the members on the Evidence-based Quality and Value Committee and the Research and Quality Council.”

She also noted that Principle 5 says governance shall be clear and transparent to the membership and codified in succinct bylaws approved by the membership and robust policies approved by the board. “That is a critical governance principle and best practice for any organization to have really clear bylaws. It also shouldn’t take a year and half or two years to change them,” she said.

Addressing what the Board should not be doing, Dr. Weber displayed the “Seven Deadly Sins of Governance” (see sidebar).

Dr. Weber covered an example of a governance issue within AAOS: board turnover. A third of AAOS’ board members either join or leave every year. “It’s hard to get that institutional memory to keep moving forward in a consistent manner on particular strategic efforts with that level of turnover,” Dr. Weber said. “The leadership line and the lay board member have a four-year term; the treasurer has a three-year term after a year as treasurer-elect, whereas the members-at-large only have two years, which is not very much time.”

The process by which members join the Board “is all over the map and not very unified,” she said. There are several paths for Board appointment, including a Nominating Committee of seven members, six of whom are voted on by AAOS Fellows and one who is elected jointly by the Board of Councilors (BOC) and Board of Specialty Societies (BOS), and that committee develops a slate for the members-at-large and the second vice president as well as the treasurer when applicable. The BOS has its own nominating committee of five people ratified by the BOS, (approximately 42 people representing specialty organizations). They select the BOS secretary, who sits on the Board. The BOC has a nominating committee of five members; they develop a list of candidates voted upon by 112 members by the BOC to select the BOC secretary. Finally, the BoD appoints the lay board members after a process of interviews by a Board project team.

Most governance changes require a change in the bylaws, which Dr. Weber said is, in AAOS, a cumbersome, lengthy, and “somewhat antiquated” process that “can take 18 months or more to make even the smallest grammatical change in the bylaws, much less a larger change.”

Dr. Weber urged all AAOS members to acquaint themselves with AAOS governance, through resources including ALI and a regular column appearing in AAOS Now. “For any AAOS member who has an interest in leadership, specifically major committee roles or the BoD, it is incumbent on you to understand governance in general,” she said.

The fiduciary imperative

Dr. Weinstein, a past president of AAOS and a member of the Governance Committee, explained the requirements of fiduciary duties that apply to specialty societies and other nonprofits. “All of us want to serve on an effective board that focuses on mission and a Strategic Plan,” he said. “To do that, we need collaboration between board members, and that needs to be done in an open and transparent way.”

“When you are sitting around a board table, it has to be an open process and dialogue, and every member of the board needs to function with integrity,” he continued. “In nonprofit organizations, the ultimate responsibility and accountability reside in the board. You have a legal and ethical responsibility to the stakeholders. As a board member, you need to know what the interests and expectations of the stakeholders are.”

AAOS is a mission-based organization, not a union or guild. It has stakeholders, and the Board represents their interests. Board members have three primary fiduciary duties:

  1. duty of care
  2. duty of loyalty
  3. duty of obedience

Mission, vision, and room for improvement

Dr. DelSignore, a past chair of the AAOS Ethics Committee and current member of the Governance Committee, explained the differences between a mission-based organization such as AAOS and a member-based, for-profit enterprise, which represents the interests of a business and/or stakeholders.

An organization such as AAOS has a mission and a vision. AAOS’ mission is: Serving our profession to provide the highest quality musculoskeletal care, and its vision is to stand as the trusted leaders in advancing musculoskeletal health.

A combination of mission and vision “is critical for AAOS to thrive in 2021,” Dr. DelSignore said. “Success hinges on critical evaluation and improvement of the current governance structure,” as well as following the Strategic Plan and goals for the future.

She proposed the following thoughts for consideration:

  • Is there room for improvement?
  • Do we have the right people on the Board?
  • Do we need more expertise?
  • How do we get the right people on the Board?
  • Are the terms appropriate?
  • How many lay members are needed?

Noting that “it’s all about the bylaws”—if any changes to Board terms or composition are made, she reiterated Dr. Weber’s point that AAOS’ process to change bylaws is “lengthy and complicated,” and the current bylaw amendment process may not provide for nimble decision making. “In my opinion, this represents a great opportunity for improvement,” Dr. DelSignore said.

To access this webinar and others on demand, go to https://learn.aaos.org/diweb. For complete information on ALI, visit www.aaos.org/about/governance-overview/aaos-leadership-institute.

Terry Stanton is the senior medical writer for AAOS Now. He can be reached at tstanton@aaos.org.

Seven deadly sins of governance, according to AAOS Past President Kristy L. Weber, MD, FAAOS

  1. unbalanced representational governance
  2. lack of mission focus 
  3. the tendency to resist change rather than to lead it
  4. bad governance information
  5. reluctance to remove nonperforming board members
  6. cumbersome, outmoded governance structures
  7. no job descriptions