AAE Board Transformation Initiative

Although the AAE Board performs at a high level, we believe we can improve even further by better reflecting the diversity of the membership on the Board. This has been a longtime sentiment agreed upon by our Board members, who have championed this endeavor for years.

Each year, the AAE Board completes a self-assessment, which examines the Board’s performance in areas such as setting direction, ensuring resources, providing oversight, and Board structure and operations. Although many achievements in these roles have been recognized year over year, the Board has consistently identified Board Composition as an opportunity for improvement. Board Composition is a measure which rates the board’s performance in ensuring capacity to effectively govern and lead, and examining composition and noting gaps in areas of diversity such as expertise, race, ethnicity, age, gender. In addition, this measure asks the Board to consider its performance in identifying and cultivating board members and using an effective process for nominating and electing board members.

Our ultimate goal is to have as high performing of a Board as possible, and while by technical definition the current leadership selection process may still be functional, we have determined that this process will never foster an organizational leadership that truly represents the specialty of endodontics. We have identified very real gaps in areas of diversity such as expertise, race, gender, ethnicity and age, and ignoring these gaps and continuing “business as usual” would prove detrimental to our organization and the specialty in the future.

Further, development of a high performing Board requires a process by which candidates are carefully selected based upon the demographic and expertise needs of the Board. The AAE’s current practice of electing officers and directors does not effectively support this goal, as the general membership does not possess in-depth knowledge regarding individual candidates and the Board’s demographic and expertise needs. In addition, Districts vary in the formality and process by which they call for and collect nominations, vet candidates, and make decisions. A centralized leadership selection process ensures demographic and expertise goals are met and aligns with the research-proven best practices of today’s high performing boards.

A Board that is disconnected from its membership in terms of key representational factors cannot be expected to adequately lead the organization into the future. No one understands this more than our Board itself, members of which have long identified increasing diversity and inclusion as a major goal. Our Board has long been invested in this endeavor, and now we just need the approval of our membership to set it into motion. The high-performance board, like the high-performance team, is diverse, competent, collegial and focused. Such entities do not simply evolve; they must be constructed. This is why we have taken the time to put forth a detailed plan and framework that ensures continued diversity and efficiency, and sets us up for success – for the long term.

Though this initiative has been years in the making, there were a number of events in 2020 that made it clear we needed to put our foot on the accelerator. Most notably, racial injustices that captivated the nation, as well as COVID and economic factors, have affected our members. These events showed us that as an Association, we need to be efficient in managing challenges. A leaner, more diverse board, with individuals selected for identified competencies, will allow us to be more nimble and effective as an Association.

A Leadership Development Committee (currently referred to as the AAE Nominating Committee) will nominate candidates to fill Director and Officer seats. The General Assembly will approve the slate of Directors, and the Board will approve the slate of Officers. A process by which a member not nominated for a Director seat can petition to be considered for a Director position will remain; in this case a contested election would be held by the General Assembly.

The Board of Directors will annually evaluate its demographic and expertise needs and inform the LDC. The LDC will nominate Directors and Officers with a view towards filling the Board’s expressed needs.

The Leadership Development Committee will communicate the process by which members can nominate colleagues or themselves for Director and Officer positions.

We will always make sure our members’ voices are heard; we are simply shifting from a popular vote system to an expertise-based system. The Leadership Development Committee will inform members how to nominate themselves or their colleagues for open Board positions. Members are also encouraged to get involved at the committee level and stay as active as possible in the organization.

The recommended changes apply leading practices to the organization’s governance structure and leadership development approach. The AAE Board has done its necessary due diligence and believes that these changes will improve the AAE Board by streamlining its size and formally ensuring diversity of demographics and skills. The recommended changes are in line with research that shows that high performing boards average 15 members in size, and the method by which members of high performing boards are selected has shifted from a popular vote system to a system by which leaders are carefully selected based upon defined qualifications.

Our Constitution states that members must be registered for the Annual Meeting in order to vote in the annual business meeting known as our General Assembly.

The relevant provision of our Constitution is Article XIII, Section 1. That provision provides as follows:

ARTICLE XIII. GENERAL ASSEMBLY

Section 1. Composition.

The governing body of this Association shall be the General Assembly, which shall be comprised of all voting members in attendance at the annual meeting; provided, however, that attendance and voting at the General Assembly by proxy is prohibited.

Of course, when this provision was adopted, all meetings of the General Assembly were in person.  Significantly, it appears that when meetings were held in person, members were not allowed to participate in the General Assembly unless they had registered for the Annual Meeting. This precedent strongly supports the conclusion that, even when the Meeting is held virtually, registration is also required.

Further, it is the advice of our legal counsel that, when Article XIII states that the General Assembly “shall be comprised of all voting members in attendance at the annual meeting”, the intent was to refer to all voting members who had registered for the meeting since, at the time that this provision was adopted, “attendance at” meant “registered for” the Annual Meeting. Further support for this conclusion comes from the fact that proxy voting is prohibited.  The disallowance of proxy voting suggests that the relevant provision was designed to exclude members who had not registered for the Annual Meeting.

We want to conduct the meeting of the General Assembly in accordance with the governing provision of the AAE Constitution. As explained above, we have concluded that that provision requires registration for AAE 21 as a condition of participation in the upcoming meeting of the General Assembly. Moreover, we believe that this position will help to ensure a credible and secure vote on all issues to come before the General Assembly.

Finally, to ease the financial burden of registering for the Annual Meeting, we have discounted our Annual Meeting rates. Thus, we believe that the registration requirement will not impose a financial hardship on any member who wants to participate in the General Assembly. We hope that you understand and will respect this decision.

The AAE celebrates and embraces diversity and inclusiveness as part of our core value of collegiality. The AAE is committed to providing an environment that is welcoming and supports the diversity of its members, patients, and the professional community.

Diversity comes in many forms – ethnic and racial, gender, experience and expertise, geography, years in practice, and practice settings, among others. The AAE is proposing a structure that will ensure the Board is representative of all of our members by making these various forms of diversity a factor in selecting leaders.

The AAE Board has long desired to introduce more diversity. We firmly believe that increasing diversity and therefore including a greater breadth of demographics and expertise will strengthen our Board and result in all members feeling that their perspectives and experiences are represented by the leadership. Through a Leadership Development Committee that will nominate new members to our Board based upon demographic and expertise needs, we can ensure greater diversity and inclusion will be brought to our Board. Simply put, our Board Structure & Composition Project is rooted in increasing diversity and inclusion, and our restructure and corresponding transition plan will ensure this is achieved.

The seven geographic Districts will remain in the AAE's structure, and State Affiliates will still belong to geographic Districts.

District activity will, however, change so that there will no longer be a process whereby the District selects a Nominating Committee to nominate District Directors. Rather, the AAE’s Leadership Development Committee will nominate Directors for at-large positions. Each District will continue to meet during the annual to discuss items of interest to members of the District. A District may at any time communicate the views and concerns of its members to the Board of Directors.

Districts with Director terms opening in 2022 will convene District Nominating Committees in 2021 to nominate Director-elects to serve for the 2022-25 term. This will be the last round of nominations from District Caucus Nominating Committees, and the transition to Directors-at-Large nominated by the Leadership Development Committee will begin in 2022. At-large directors will be selected based upon expertise and diversity factors, one of which is geography.

Districts will be informed of how the LDC will solicit nominations for Board positions, and how members of the District and Affiliates can recommend someone for consideration by the LDC.

Once the transition is complete, members can reach out to any of the AAE’s nine at-large directors with questions. And, as always, members are still able to reach out to the AAE’s officers directly.

The General Assembly is asked to approve the recommended changes to the AAE Constitution and Bylaws. A detailed transition plan has been developed. Of note, Districts that are due to select directors for terms beginning in 2022 will conduct their regular nomination processes. The remaining structural changes will be phased in as current terms end, and 2025-2026 will be the first year with a fully reformed Board in line with the new recommended structure.