On Society Governance
Kevin Marvel American Astronomical Society (AAS)
From the Executive Office
The AAS is a nonprofit member organization for the astronomical sciences and closely related disciplines. We have more than 8,000 members, publish the leading scholarly journals in our field, organize the largest annual astronomy conferences, and provide a wide range of other services and programs that benefit the discipline and society generally. But how does all this get done? Who makes the decisions? What processes take place to make things happen? For anyone not directly involved in the Society’s governance or operation, how the Society works can seem a bit mysterious.
As we approach the end of our current AAS election (please vote!), I thought I’d write this article summarizing how the Society’s governance currently works and offering some important practical information about the Society’s operations. The AAS Articles of Incorporation and Bylaws provide the fundamental rules of operation for the Society. These are augmented by policies established by the Board of Trustees over time and by operating practices that are documented on our website or in internal documents that mainly impact AAS staff members (e.g., how to process invoices) or members participating in a particular program or service.
The AAS: A Nonprofit Corporation
It is important to recognize that the Society is a corporation and therefore subject to laws governing corporations generally. Specifically, the AAS is a 501(c)(3) corporation; that alphanumeric designation refers to a section in the Internal Revenue Code. 501(c)(3) corporations are granted an exemption from paying tax on revenues earned but have strict rules governing what they can and cannot do. They cannot, for example, advocate for specific political candidates, whereas certain other types of corporations can. Importantly, their assets cannot be distributed to individuals as is regularly done by for-profit corporations (usually to shareholders or to leaders/employees of the corporation). Violation of the rules can lead to penalties and a revocation of 501(c)(3) status. When nonprofits do break up, the process is taken very seriously and often overseen by the courts to ensure that the best interest of the public is served and that nothing inappropriate takes place.
Not having to pay tax on revenues earned is a big advantage for any business and frees nonprofit organizations from a financial cost that for-profit corporations have to factor into their operations. Why does the government provide such an exemption in the first place? Nonprofits in the US originated in the early days of the country when groups would self-assemble to provide a public, or at least a widely shared, good or service. Benjamin Franklin helped form a library organization that shared in the cost of the purchase of books and provided access to everyone who contributed to the organization. Such collective effort provided tangible public good that the government was either unwilling or unable to provide. To encourage such organizations and to help enable their work, the government ultimately established laws governing their formation and operation and provided them with the tax break they enjoy today.
Central to the rules is the concept of charitable purpose. 501(c)(3) corporations are first and foremost recognized as charities and must have a clearly articulated and approved charitable purpose defined in their documents of formation. Any corporation can apply to become a nonprofit, but the Internal Revenue Service (IRS) carefully reviews the applications (often amounting to hundreds of pages) to ensure that only organizations that can really be considered charities are granted 501(c)(3) status. Each state also has laws governing the formation of such corporations. Some applications are rejected by the IRS, but they are few in number since the work involved in making the application is significant and most organizations wouldn’t take the time or trouble to apply if they weren’t serious.
Once approved, in addition to not paying taxes on earned revenues, 501(c)(3) corporations can accept donations from individuals and companies, who, if they are US taxpayers, can get a break on their own taxes for providing support to the organizations of their choice. The nonprofit sector is large and robust, amounting to about 10% of the overall economy and jobs in the US — a higher percentage than in other countries.
The Role of the Board
Nonprofit corporations must have a governing board of directors who are ultimately responsible for the corporation and its well-being. If they do not look after the corporation responsibly, they may be held liable by the courts. These directors need not be elected, but there does have to be a documented process for how they are selected and given responsibilities. The AAS and most 501(c)(3) member societies do undertake elections to select their directors, but not all nonprofits do so; some corporations appoint their directors, and sometimes directors are permanent rather than term-limited.
In the eyes of the law, a corporation is similar to an individual under the care of a guardian, with the board acting as the guardian. The board has three key duties in this regard:
- Duty of Care: Take care of the nonprofit. Ensure sensible and prudent use of all assets, including financial, human, physical, and, importantly, goodwill or reputation.
- Duty of Loyalty: Ensure that the organization is advancing its mission, acting with loyalty to the organization and in the best interests of the corporation, not the board members or other individuals.
- Duty of Obedience: Ensure that all laws and regulations are followed, including the organization’s own bylaws, and that all activities undertaken fall under the charitable purpose of the organization (or are handled according to applicable IRS rules if they do not).
The AAS used to call its board of directors the Council and now calls it the Board of Trustees. The change occurred a few years ago at the recommendation of the Governance Task Force after more than a year of effort considering changes to how the AAS operates. Nonprofit corporations can designate corporate officers as well, who have specific roles defined in the organization’s bylaws (e.g., President, Treasurer, and Secretary; I’ll share another column this month about what our elected officers' roles and responsibilities are as well as other volunteer positions). However, legally they’re all known as directors and have a uniform, shared responsibility defined by law.
How the AAS Board of Trustees operates is guided fundamentally by the AAS Articles of Incorporation and the Bylaws. The Articles are designed to be very broad and general in nature so as not to require many changes over time, while the Bylaws are more specific and are designed to be easy to modify and update as times and practices change.
The way the Board takes action on behalf of the Society is through deliberation and voting on resolutions (note the small ‘r’). This is how it makes things happen. What it considers doing can be guided by input from the Board members themselves, from the membership, or from the staff. In addition to establishing projects or programs and the rules that guide them, it establishes policies that govern both how the Board operates (e.g., we have a policy on the timing and content of Board meetings throughout the year) and how the Society operates (e.g., we have policies on how our investments are managed and how vacation time can be accrued and used by staff).
Operational policies change over time and may or may not end up in formal documentation depending on the situation. There is currently no master register of specific operational policies at the AAS. The most important ones are documented (e.g., who can approve expenditures under what conditions), but many appear only in the supportive information or even application forms for specific activities. For example, the policies governing how the AAS Job Register works are documented on the Job Register publishing policy web page and originally appeared in the minutes of Board meetings as decisions were made, in this case, on the recommendation of the Employment Committee.
For example, the Society requires that jobs advertised in the Job Register be bona fide, that is, they actually exist and there is a search process that will take place. Jobs cannot be “ghost positions” announced only to fulfill some local requirement when a candidate has already been identified. That’s just one of many such rules or operational guidelines that we have for our programs, and most are documented in the way the service or program is administered. For instance, the number and types of presentations someone can make at a meeting, set by the Board, are documented on the abstract submission pages. Other examples include policies for carrying out the review of the Executive Officer’s performance and how their salary is set, how Committees can propose expenditures of funds to the Board, how the Chambliss Astronomy Achievement Student Awards program is administered, rules surrounding how the prize committees operate, the establishment of the AAS Fellows program, the Code of Ethics and investigatory process, the anti-harassment policy, guidelines for how our meetings are administered, reporting requirements for committees, and so on.
Fundamentally, the actual way programs and projects are implemented over time evolves with approval of the Board and oversight of the cognizant committee(s) with input from AAS staff who have to actually implement the projects. When a need for change is identified, the Board is informed. Only following review, discussion, sometimes further analysis, and development of consensus are the relevant details changed. For standing policies, especially personnel policies, financial policies, and internal processes, we do have a detailed policy manual, reviewed and approved by the Board. When those policies involve or apply to volunteers, members, or others, we make sure they are available and clear, usually through our website, the Membership Directory, or other supportive materials. But again, most operational policies are imbedded in the implementation of the project or program and are not usually identified as a Board policy.
Another way the Board can take action is by passing a Resolution (note the capital ‘R’), or agreeing to sign on to a letter or statement. Resolutions are reviewed annually for relevance and renewed, dropped, or modified. Resolutions are publicly available and, in the interest of transparency, we keep old Resolutions online as well. Resolutions made prior to the creation of our web pages are held only in the (substantial) minutes of the meetings of the Board. This is the case, for example, when the Society accepted a proposal and donation to establish a prize. Such policies are referred to if questions arise, but generally some decision made decades ago has usually been superseded by new decisions of more recent boards and fully incorporated into how our programs actually operate.
The Society fundamentally relies on volunteers to implement and advise on its programs and projects. The Board alone cannot do everything, and staff are deployed to handle the most involved activities and basic business function where professional training and experience are needed.
Divisions, Committees & More
Our Divisions, formed to focus on specific subdisciplines in the astronomical sciences, have their own elected leadership, bylaws, and operating practices, but they are not separate corporations — just organizational subunits within the AAS. The Divisions are required to get approval from the AAS Board to modify their bylaws, and the Society holds their operating funds and helps their Treasurers manage their finances. Each Division operates slightly differently and brings value to the AAS by providing a community of common interest for AAS members and nonmembers alike. The Governance Task Force did not recommend any significant change to how the Divisions operate, though I will mention one additional responsibility below when I discuss the Strategic Assembly.
The Committees are meant to be the real doers in the organization along with the AAS staff. Committees are formed and disbanded by the Board. A few are specified in the Bylaws in detail (e.g., the Finance Committee). They are groups of volunteers with a shared interest in and knowledge of a particular area of interest to the Society. Each committee member brings their own experiences and talents to bear on a focused area of endeavor, like the Committee on Light Pollution, Radio Interference, and Space Debris, which has been quite active recently responding to the threat of large satellite constellations in low Earth orbit. Committees are formed by action of the Board and come in a variety of flavors, from Standing to Presidentially appointed.
A change in the Bylaws now allows members of committees to nominate future members and select their own chair, while the Board used to fulfill both those responsibilities. This change has worked well so far, but the Board plans to assess the impact of the various Governance Task Force changes in the coming years to ensure they have been effective. It is certainly the case that more frequent Board meetings and the elimination of the Executive Committee have provided the positive outcome of a more engaged, connected Board. The size of the Board may be too small, given the various duties expected of Board members, which could be shared among more members to lighten everyone’s burden.
Other subunits of our governance include Task Forces and Working Groups, each with their own guidelines for operation. Task Forces are formed by the Board to complete very specific tasks and then disband, while Working Groups are more like trial balloons for a new organizational unit such as a Committee or Division and are formed either by the Board or by a group of interested members. The Laboratory Astrophysics Division and the Committee for Sexual-Orientation and Gender Minorities in Astronomy (SGMA) both formed as a result of engaged volunteers serving on Working Groups. Some Working Groups just remain as Working Groups, which is also allowed under our bylaws as long as they continue to serve a purpose and submit reports to the Board. Both entities functionally operate like Committees but have their own unique purposes.
For both the Divisions and the Committees, the Board has taken a light touch as far as establishing strict guidelines as to how they operate. This aligns with the general feeling within our organization that everyone tends to act in the best interests of the organization and work collaboratively to accomplish things through consensus. Many organizations do not enjoy such a positive culture, and this is one of the reasons why, in my opinion, our members and our staff are so positively motivated to work so hard on behalf of the organization.
So how do things get done? Essentially everything begins and ends with the Board of Trustees: they get to decide what we do and what the organizational priorities are. Implementation of projects and programs flows from the Board through me to our staff or through the Committee chairs. Some guidelines are in place for bringing proposals to the Board through the committees [available to Committee chairs]; a separate process is available for submitting requests for public policy position statements, and any Board member may request an agenda item to be added through the AAS Secretary (currently Alice Monet) and President (Paula Szkody), who are responsible for each Board meeting agenda and what the Board considers taking action on.
Looking back at the minutes of Board meetings from decades ago, I see the same kinds of issues coming up time and again: how to hold meetings that are impactful and affordable, how to manage our journals, whether to issue position statements on current events within the discipline or more broadly in the nation or world, whether to establish new prizes, how to recognize the service of volunteers, whether to enter partnerships with other organizations, whether to establish new committees or other organizational units, and so on. Although there has never been a central document detailing everything our organization does and how we do it, the Bylaws and the well-functioning Board of Trustees end up being the touchstone for progress.
Planning Ahead: The Strategic Assembly
One important change following the recommendations of the Governance Task Force was the establishment of the Strategic Assembly. Recognizing that a smaller (~13 person) Board might not be able to capture a sufficiently wide range of perspectives and backgrounds, the Strategic Assembly was formed from the entire Board of Trustees, the chairs of the Divisions, and the chairs of all non-prize Committees.
The Strategic Assembly is responsible for recommending to the Board the vision, mission, values, and strategic goals for the Society and reviewing progress toward achieving the goals over time. The Assembly has been working diligently on their first strategic plan since the St. Louis meeting in the summer of 2019. (The Society has had two previous formal strategic plans developed entirely by the board of directors and a wide range of strategic documents and goals established from time to time throughout its history.) The process has been delayed by the pandemic. Described in more detail in a recent article, input is being sought throughout the month of January 2021 by the Strategic Assembly on the current draft strategic plan, which includes for the first time shared Societal values and a vision statement. Please let them hear from you!
Once the Board approves the strategic plan, I will work with our management team and staff members to build a tactical plan that responds to the goals and, as needed, includes funding requests to support steps to achieve them. I may also request that the Board consider canceling older programs to free up resources to undertake new efforts. As a smaller member organization, we cannot do everything that we might want to (though we can typically make some kind of progress on most things). Canceling a program is one of the hardest things the Board undertakes, but it is also something that can lead to significant progress. Organizational priorities must be allowed to ebb and flow in response to community need and the evolution of our field. An organization that cannot stop programs that are no longer needed is doomed to obsolescence. The Committee chairs and our staff regularly update the Board and Strategic Assembly as we make progress or encounter challenges. Realistically, we may need to adjust some goals or the pacing for achieving those goals based on limited resources or changed circumstances. Any goals that only involve Committees or the Board itself are the responsibility of the relevant entity, though usually a majority of the goals does end up involving our staff in one way or another.
That, in a nutshell, is how the Society operates to benefit our members and our discipline. It also highlights the importance and value of engaged volunteer leadership. You, our members, get to elect who serves on the Board, and your vote is essential (please vote!). The Board of Trustees and the Strategic Assembly truly are the hands on the wheel of the good ship AAS. The time and effort these leaders bring to the table, combined with the effort of our Division and Committee leaders, allow significant progress and accomplishment. I also look forward to working with everyone to carry our mission forward and to continue to enhance and share humanity’s scientific understanding of the universe. Thank you for your part in helping us achieve all we have as an organization, as a member, volunteer, or elected leader. If you have questions, feel free to write me or our Trustees directly. We value your input and will do our best to respond in a timely and complete manner or to direct your query to someone who can.
— Kevin B. Marvel
American Astronomical Society