On Positions of Responsibility: Elected AAS & Division Leaders
Kevin Marvel American Astronomical Society (AAS)
From the Executive Office
This is the second in a series of articles describing how the AAS operates. I feel that this information is important to share with the community. For anyone not directly involved in the governance or operation of the Society, how things work can seem somewhat opaque, and it is all too easy to form incorrect ideas.
It is also challenging, as with any organization, for our busy volunteer leaders and the busy staff members supporting them to regularly update and inform the community about (1) how things get done and (2) what is actually getting done. In the end, it all comes down to people — the roles and responsibilities they have and how they carry them out. Our leaders and staff share an assumption of good intentions. Basing our interactions on the idea that everyone involved in what we do is committed to organizational success, and that they’re working from their view of what is best for the Society, helps communication and collaboration at all levels.
In my prior article, I wrote about our recently revised governance structure and how it operates. In this article, I will describe the elected positions within the AAS. Each has a special role to play and unique, as well as shared, responsibilities.
Fundamentally, the AAS is a member-focused, member-led professional society. We exist to help advance the field of astronomy and closely related disciplines, but we make progress only through the personal effort of individuals willing to serve as employees or to step forward and volunteer their time. We are not a remote, removed, uncaring bureaucracy. In fact, we operate with a shared spirit of making headway on the organizational goals formulated by our Strategic Assembly and approved by our Board of Trustees, who are the ultimate decision makers for the organization. (The Strategic Assembly is working actively to formulate our new Strategic Plan and Goals. A draft was shared with the community in January, and a revised version will appear sometime before the June meeting.)
“The President shall serve as the Society’s public spokesperson; shall chair all scientific meetings of the Society, meetings of the Members, meetings of the Board of Trustees, and meetings of the Strategic Assembly; and shall perform such other duties and have such other powers as the Board of Trustees may from time to time prescribe.” — AAS Bylaws
The President, currently Paula Szkody, is the Chair of our Board of Directors, which the AAS now calls the “Board of Trustees” and used to call the “Council.” The Board is composed of the fiduciary officers of the AAS, a 501(c)(3) corporation. Often referred to as nonprofit or not-for-profit corporations, 501(c)(3) organizations are technically charities and must adhere to the charitable purpose approved by the Internal Revenue Service when they filed application for nonprofit status. This tax status does not preclude generating operational surplus, but it does prohibit the distribution of such surpluses to individuals, either Board members or investors. Surpluses can be used for the charitable purpose of the organization and to provide insulation from financial risk through establishing reserve funds.
Fiduciary officers have specific legal responsibilities to care for the organization they serve and must work to ensure its success. Because they have legal obligations, the Society maintains directors and officers insurance sufficient to defend all elected leaders from potential legal action. Other rules apply, but I won’t go into them here. Nonprofit status is very important for our operation; it means that the revenue we earn is not taxed and that the donations we receive provide a tax break for donors. Both are important for our ongoing operation.
The President may delegate their role as chief spokesperson for the Society from time to time to others, such as the Executive Officer, Press Officer, President-Elect, or Past President. Sometimes the Chair of a Committee or Division will be authorized to speak for the AAS on specific issues. At the end of the day however, it is the President’s voice that is the public voice for the Society.
The President is also the final voice and decision maker on agendas for meetings of the Society, the Board of Trustees, and the Strategic Assembly. This includes what is and is not discussed, the order in which items are discussed and decided upon, and how to handle proposals or other requests that are brought forward. As in many other organizations, the President often makes these decisions in partnership with the Secretary or others in leadership, including Committee or Division Chairs and the Executive Officer. That said, they are the final decision maker on what the Board discusses and considers taking action on, even though they almost always work within a consensus model for their leadership decisions.
The President also serves an important role in the complaint resolution processes for both our Code of Ethics and Anti-Harassment policy. They oversee both and serve as the final point of appeal for the outcomes from these processes. The President also has authority for the appointment of certain Presidential Appointment Committees, such as the Code of Ethics Committee and the Committee on Astronomy and Public Policy. The full range of duties is well documented in the AAS President’s manual. (Elected leaders created and update a manual for each elected position, and these documents are passed along to newly elected office-holders to help inform their work.)
“The Past-President or President-Elect shall perform the duties of the President whenever the President is unable to perform such duties.” — AAS Bylaws
The AAS President is elected for a four-year term: one year as President-Elect, two as President, and one more as Past President. Combined with the staggered terms of our three Vice-Presidents, this provides for smooth transitions of leadership, continuity of effort, and helpful “on the job” training for these Officers. During the first and fourth years, the individual elected to the presidency serves as a backup for the current President. As President-Elect, they interact regularly with the current President and are very much in a learning mode for understanding how the President approaches their work and what issues the Society is currently confronting. As Past President, they provide sage advice to their successor and other elected leaders. We currently have a Past President, Megan Donahue, and in June we will have a President-Elect, Kelsey Johnson.
Under our new Bylaws, the Past President also serves as Chair of the Nominating Committee (see below), one year as Past President and a second year simply as Chair. This is an important and vital role, as they can help assemble future Boards based on their experience as President.
One practice of leading nonprofits is trying to ensure a diversity of nominees to serve on the Board, which ultimately leads to better and more informed decision making. This diversity is not only personal in nature, but also experiential and, for some organizations, includes nominating individuals from outside the discipline to enhance the range of experience and expertise available to the Board. The AAS has not reached beyond our own discipline for nominees to the Board, though the Nominating Committee has worked hard, especially in recent years, to expand the range of people being nominated to run for office.
“Each Vice-President shall be responsible for planning the programs of the Society’s scientific meetings, but not scientific meetings of the Society’s Divisions, and shall perform such duties and have such powers as the Board of Trustees may from time to time prescribe by standing or special resolution, or as the President may from time to time provide, subject to the powers and the supervision of the Board of Trustees.” — AAS Bylaws
Some people have said that the VP role is the most fun and rewarding in our elected leadership. I think this is because the primary role for the VPs is to work together with our meetings staff to craft impactful, interesting scientific conferences twice each year. Doing so can be deeply personally rewarding. Because we have three VPs, we designate one as 1st or Senior VP in their final year of service. This person is responsible for both the January and June meetings that take place that year, and they have the final say on decisions for those meetings, though, again, most decisions are made through consensus.
I cannot overstate just how much effort the VPs put into organizing some of the largest conferences in the astronomical sciences. They work like crazy to line up the best invited speakers; to evaluate proposals for special sessions, town halls, and workshops; and to help with almost every other aspect of meeting organization. Working with each other and with our meeting staff, who handle most of the logistical details, the VPs build a strong sense of teamwork and shared achievement. Joan Schmelz is our current Senior VP, and Geoff Clayton will take up that role in June, when Stephen Unwin becomes “middle” or 2nd VP and newly elected Adam Burgasser takes up duty as our 3rd VP.
“The Secretary shall be responsible for preparing or supervising the preparation of the minutes of the meetings of the Board of Trustees, for maintaining custody of the minutes of the meetings of the Board of Trustees, and for maintaining and authenticating records of the Society. The Secretary shall give or cause to be given all notices in accordance with these Bylaws or as required by law; shall, in consultation with the President and Executive Officer, establish an agenda for each meeting of the Board of Trustees; and, in general, shall perform all duties customary to the office of Secretary or as may be determined from time to time by the Board of Trustees. The Secretary shall maintain a public Policy Document containing each of the policies of the Board of Trustees and shall be responsible for overseeing a mandatory review of each policy with a review period not to exceed five (5) years.” — AAS Bylaws
Of all our elected positions, none has a greater range of specific responsibilities than the Secretary or deserves more thanks (thank you Alice Monet, our current Secretary, and Fritz Benedict, her predecessor) and appreciation for the work they do, much of it out of public view. Some responsibilities are delineated in the Bylaws themselves, but many are left unstated, covered in the “customary to the office of Secretary” phrasing. Among these are oversight of the many AAS prize committees (not including Division prize committees) and the prize nomination and selection processes, managing the new AAS Fellows selection process, and supervising our annual election of Officers and Trustees.
Many members don’t realize that the AAS Secretary also serves as the Secretary for the US National Committee for the International Astronomical Union (USNC-IAU) and has additional responsibilities to that organization. Historically, this connection was important to ensure that the community of US astronomers represented by the AAS had a strong voice on the USNC-IAU; in addition, the AAS President and Executive Officer serve along with up to six additional representatives from the AAS.
Because of the wide range of duties for the AAS Secretary, the Society provides a dedicated staff member to assist and help with the details and administration of all their work and has done so for many decades.
“The Treasurer shall be responsible for the financial affairs of the Society. The Treasurer shall keep or cause to be kept complete and accurate accounts of receipts and disbursements of the Society and shall deposit all monies and other valuable property of the Society in the name and to the credit of the Society in such banks or depositories as the Board of Trustees may designate. Whenever required by the Board of Trustees, the Treasurer shall render a statement of accounts. The Treasurer shall, at all reasonable times, exhibit the books and accounts to any Officer or Trustee of the Society, and shall perform all duties incident to the office of Treasurer, subject to the supervision of the Board of Trustees, and such other duties as shall from time to time be assigned by the Board of Trustees.” — AAS Bylaws
Second only to the Secretary, the Treasurer has the widest range of specific responsibilities among the Officers. Working hand-in-hand with the Chief Financial and Operating Officer (CFOO) and Executive Officer, the Treasurer oversees the financial activities of the organization. The Treasurer (currently Doris Daou, formerly Nancy Morrison) serves as Chair of the Finance Committee, which is a standing Advisory Committee to the Board. This Committee works with the CFOO and Executive Officer to develop the annual budget of the organization including the journals, establishes the Society’s investment policy, and oversees the performance of the investments (using an external investment management company). The Treasurer brings proposed budgets, proposals related to financial matters, and financial reports to the Board, strongly supported by the CFOO, to whom the Treasurer delegates the actual creation of reports, most presentations, and the detailed spreadsheets and supporting documents forming the proposed budgets.
In addition, the Treasurer has some functional duties such as approving travel expense requests from Board members, including the Executive Officer, and approving financial transactions above limits stated in the Financial Policies of the Society (which are established by the Board).
The Treasurer also has a role to play in facilitating the operation of the Audit Committee. They serve as a member of the committee, but not as the Chair, and submit and discuss the final audit report to the Board on their own, which is informed by the independent Audit Committee report. It is important to note that during the audit process, the Treasurer, CFOO, and Executive Officer always step away from final meetings with the auditors to allow private discussions between Audit Committee members and the auditors. This ensures that any irregularities of concern to the auditors can be communicated directly to the Board of Trustees through the Audit Committee and avoids any possibility of interference with the auditor’s communication on the part of the Treasurer, CFOO, or Executive Officer. Providing this independent route of communication is fundamental to the proper operation of a leading organization. As a side note, the Society has had clean audit results since at least 2007, a long run of some significance among nonprofits.
In addition to the elected Officers listed above, the AAS Board of Directors includes several At-Large Trustees. (Technically, everyone on the Board is a Trustee, so we use the term “At-Large Trustees” to distinguish these elected leaders from the Officers.) Like the Officers, they have legal obligations to exercise due diligence in looking out for the best interests of the organization, must set aside personal benefit in the interest of organizational benefit when they vote or take actions, and must work to advance the organization and its mission. They do this by interacting with the community they serve, bringing information and opportunities forward at regular meetings of the Board, and by debating and voting on matters of concern brought to the Board by Committees, Divisions, or individual members.
I was asked recently by a NASA lawyer what the specific duties and obligations of our Trustees actually were, and I had to explain that we don’t have them written down per se because they are expansive by nature. The best description of a Trustee’s responsibilities has been documented by the nonprofit organization BoardSource in the book Ten Basic Responsibilities of Nonprofit Boards, which we make available to each Board member:
- Determine the Organization’s Mission and Purposes, and Advocate for Them
- Select the Chief Executive
- Support and Evaluate the Chief Executive
- Ensure Effective Planning
- Monitor and Strengthen Programs and Services
- Ensure Adequate Financial Resources
- Protect Assets and Provide Financial Oversight
- Build a Competent Board
- Ensure Legal and Ethical Integrity
- Enhance the Organization’s Public Standing
Beyond that general list, duties and responsibilities specific to the AAS are documented in our volunteer-created manual for the office.
“The Nominating Committee shall nominate Officers and At-Large Trustees for election by the Members in accordance with these Bylaws and perform such other duties as determined by policy of the Board of Trustees.” — AAS Bylaws
The Nominating Committee is responsible for building the slate of candidates for election to the Board, both Officers and At-Large Trustees. Committee members are themselves elected, with nominations coming from individuals who have stepped forward to volunteer, members put forward by the Board, and additional nominees from the membership, as described in our Bylaws. The work of the Nominating Committee is to identify those willing to serve in elected leadership and to ensure a diversity of nominees to fill these offices. This Committee is critically important to the long-term success of the AAS, and its members deserve our deep gratitude, as the work they undertake requires substantial personal effort.
“A new Division may be established by the Board of Trustees whenever it determines that, upon receipt of a proposal by a recognized Working Group of the Society, creation of a new Division broadens the interests and advances the inclusiveness of the Society’s mission.” — AAS Bylaws
The AAS has had topical Divisions for more than 50 years. Currently we have six: The Division for Planetary Sciences, the Division on Dynamical Astronomy, and the High Energy Astrophysics, Historical Astronomy, Solar Physics, and Laboratory Astrophysics Divisions. New Divisions can be proposed; the process for how to do this is outlined in the Bylaws. Close collaboration with the AAS Secretary and President for any new proposed Division is needed given the wide range of issues connected with forming such a body.
The AAS provides wide latitude to the Divisions for how they administer themselves but reserves approval of their Bylaws as a Board function. Each Division establishes their governance as they deem best and updates that structure over time as needs arise. Most have the same elected officers as the Society and form governance committees, which parallel the Board’s function. The governing committees of each Division meet on different schedules and are required to report to the Board of Trustees annually.
It is important to note that although the Society gives wide latitude to the Divisions for how they operate, they are not separate legal entities. The Society serves as the organizing legal entity for the Divisions, taking care of their accounts and investments, granting donors tax deduction status, and providing a wide range of services and infrastructure necessary for their operation — everything from collecting dues to providing directors and officers insurance. The AAS’s elected leaders work closely with Division leaders to ensure a unified voice on issues of concern with the help of our Public Policy staff. It is very important that as an organization we are consistent in our messaging and supportive of each other and the unique interests of each Division. Nothing destroys credibility in policy circles faster than an organization that cannot speak with one voice.
In future articles, I will describe the various roles and functions of our paid staff as well as of the volunteers appointed to serve on our various Committees, Working Groups, and Task Forces. I hope this series provides a greater level of transparency into how the Society operates, the various roles and responsibilities of everyone who helps us achieve our goals, and some of the processes we follow to move things along. If you have particular questions or would like more information about any aspect of how the Society works, please reach out to me. I’ll respond as quickly as I can and will likely address your query in future articles and communications.