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Topic Title: JOM ARTICLE: "Best Practice" Governance Requirements and the TMS Response: Revised Bylaws Ready for Your Vote
Topic Summary: From the September Issue of JOM
Created On: 8/28/2008 10:01 AM

 8/28/2008 10:01 AM

Diran Apelian

Posts: 35
Joined: 2/13/2007

"A pure hand needs no glove to cover it."
--Nathaniel Hawthorne, The Scarlet Letter

Like all organizations, TMS operates using a well-defined system of bylaws and policies. They have served us well for many years, but the time has come for a change.

Why? Because the United States in particular has entered an era of heightened scrutiny of how organizations are governed. The attention has been primarily focused on publicly traded corporations and their auditors as a result of the corporate and accounting scandals of the 2001-2002 timeframe, with one result being the passage of the Sarbannes-Oxley Act by the U.S. Congress in 2002. While the provisions of Sarbannes-Oxley (or SOX for short) do not yet apply to not-for-profits, organizations such as TMS have voluntarily adopted policies and updated governance practices to increase the transparency and accountability of their organizations to their members.

TMS is made up of members who are constantly seeking to develop and utilize "best practices" in their own work environments. Our professional society should do the same. Therefore, we at TMS also want to identify and utilize "best practice" in the way the society is governed.

So, partly in response to the new environment and partly to address the need for reviewing and updating specific policy areas, in March 2008 I commissioned an ad hoc Committee on Governance and issued the following charge:

"Review TMS Bylaws, Administrative Manual, and Policy Manual, other documents as necessary, and current practice and procedures for consistency, clarity, and to ensure that they are current. The ad hoc committee will provide its recommendations for revisions of these documents to the Board of Directors on or before July 15, 2008, for consideration at its July 2008 Board Meeting."

I am pleased to say that this committee has taken its work on behalf of TMS members very seriously and has issued its recommendations. The TMS Board of Directors reviewed these recommendations during its meeting on July 25, 2008, and voted to act on all of them. Let me now review some of the key ones for your awareness and, in one case, action.

First, let me address a major focus of the committee's work and a significant new piece of the TMS governance puzzle: the TMS Bylaws. The last comprehensive revision and review of the TMS Bylaws occurred more than ten years ago. Since that time, in addition to the changing environment described above, there have been changes in the law of the state of Pennsylvania (in which TMS is incorporated) that necessitated changes to our Bylaws. Through an iterative process with TMS legal counsel, the ad hoc committee, and TMS leadership that comprised some nine separate drafts, a new set of Bylaws was written and approved by the TMS Board of Directors. These Bylaws are published immediately after this article for your review and approval. By definition, Bylaws are a contract between the Board of Directors and the members of a Society. As a result, the members must ratify the Bylaws for them to become the governing document for the society. I would ask you to thoughtfully review the Bylaws and address any questions to me through the discussion board. Once you have read and understood the Bylaws, I would ask you to cast your vote using the paper ballot that follows the Bylaws and return this ballot to TMS headquarters as noted on the ballot. We will be tallying the votes through November 17, 2008, and will report the outcome shortly afterward.

Another significant portion of the ad hoc committee's charge was to review the current Administrative Manual and its companion Policy Manual. The committee found that many policies required updating to reflect not only current practice but also to conform to the new governance requirements. The recommendation of the ad hoc committee was that the current Administrative Manual and Policy Manual be combined into one document, called the Administrative and Policy Manual, and that the TMS Executive Committee take responsibility for working with the administrative and technical committees of the society to update their policies and bring them into alignment with the new governance requirements and the Bylaws. In addition to updating these policies, they will become publicly available to TMS members through the TMS website at a future time.

The Board also approved new policies that reflect the need for more transparent processes and also to re-emphasize the central role of the Board of Directors in governing the society. A new Executive Committee policy defines the constitution and role of this group and clearly positions them as a resource to the Board, but not a replacement for it. A new Nominating Committee policy adds an increased degree of transparency in the processes used for identifying Board nominees for director positions.

In addition to the two major areas described above, the TMS Board of Directors also approved two other motions that relate to governance best practices. These are the adoption of document retention and destruction policy as well as the establishment of a separate Audit Committee.

Much of what I have described in this article may seem far removed from what many of us typically think about when we are involved with TMS--things like programming, publications, professional development, and student activities. I have taken the time and journal column space to cover this topic because I think it is critically important for TMS members to be confident that their volunteer leaders and supporting professional staff are cognizant of the fact that one of our key roles is to make sure that TMS is on a firm footing--legally, financially, and ethically. How we "run our business" at the governance level reflects all the way through the organization, in the quality of the programming and publications, the care and concern for member needs, and the integrity in our dealings with other societies and partners. I want to assure you as your president that I, along with the Board, take this responsibility very seriously and that TMS is ensuring that we have governance practices that will serve the society effectively. We are doing the right thing.

Let me close by extending my heartfelt thanks to the ad hoc Committee on Governance members, who tackled a big job with great professionalism and commitment. TMS Past President Robert Wagoner chaired the ad hoc committee; Wagoner was instrumental in keeping the committee on track, working with our legal counsel, and explaining the recommendations of the committee to the Board. Other members of the ad hoc committee were TMS Past President J. Wayne Jones, current TMS Vice President Ray Peterson, and incoming Vice President Rusty Gray. You should all be proud of the work of your fellow members in serving the society in this capacity.

Now, I need your help and would appreciate hearing from you. Please use the on-line discussion board to let me know if you have questions about the Bylaws specifically or any aspect of governance generally.

Please note: The revised TMS Bylaws, as they appear in the September issue of JOM, are available as an attachment to this message.

TMS_Bylaws.pdf TMS_Bylaws.pdf  135731 KB

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