October 2001 Bulletin

Board lay member would give new perspective

Director would bring new expertise, objectivity to turn challenges into opportunities

By James H. Herndon, MD
AAOS Second Vice President

The AAOS in 2005 plan is reshaping the organization to enable us to efficiently and effectively meet the challenges that seem to come with increasing frequency and urgency.

To use these challenges as new opportunities for growth and accomplishment, the Board has approved certain structural changes in the AAOS, ranging from changes in the composition of the Board of Directors to horizontal integration of Council and committee activities. Among the changes in the Board is inclusion of the first lay director with voting power.

The AAOS Board is comprised of orthopaedic surgeons with different specialties and life experiences. The directors complement one another while contributing their individualism, but they all have views shaped by being orthopaedic surgeons.

The lay director will bring additional experience, knowledge and expertise to the Board. The lay director can bring new perspectives and solutions on AAOS issues and "real world" objectivity on how the public and/or governmental bodies will react to Board decisions. "A public member can bring a different perspective to a Board that may be too close to an issue to see all the possible solutions," says Wally Scott, professor of management at the Kellogg Graduate School of Northwestern University, Evanston, Ill. When Board discussions are insular and too narrowly focused, or when directors slip into the "group-think" mode, the lay member may ask critical probing questions to ensure all aspects of a problem or solution are explored.

The independent thinking by a nonorthopaedist will bring a new dimension to Board discussions and decisions. Scott says a public director "can bring a provocative new approach to a decision." The lay director can positively advance the AAOS goals beyond the orthopaedic community. Boards should look at what additive they need; what role and skills are needed to enable them to carry out their mission, says Scott.

The corporate world has a long tradition of including lay or public directors to Boards, and fairly recently so have not-for-profit organizations. The American College of Obstetrics and Gynecologists created a public member seat on its Board of Directors in the late 1980s to "serve as a voice for those who receive health care from ob-gyns" and to provide input to the Board’s decision-making process. Thus far, five women have served as public members. The American Academy of Ophthalmology revised its Bylaws in 1993 to include "not more than three public trustees." The public trustees include Humphrey J.F. Taylor, chairman of the Louis Harris Poll; former U.S. Rep. Tom Campbell; and Edward A. Brennan, former chairman of Sears Roebuck & Company.

There are many reasons why organizations add lay directors to a Board. Sometimes a corporation or association that is restructuring or allocating resources in a new area will need the input of expertise not represented on the Board. It might be a banker, an attorney with regulatory agency experience, an entrepeneur, or a person involved in patient safety issues. A corporation that wants to increase its political influence and insights may call on a politician to join the Board. An association may want to include stakeholders in the decision-making process or add directors with links to the community in which it functions. An association that needs long-range strategic planning expertise may add a chief executive officer of a successful company.

Some Boards seek higher visibility for their organization by bringing a high-profile sports or entertainment figure to the table. That is definitely not what the AAOS Board has in mind. The lay director on the AAOS Board will bring knowledge and objectivity to the table to help the AAOS reach the goals in its Strategic Plan and deal with the unknown challenges ahead. Decisions of a Board of Directors are the result of shared wisdom. We will benefit from the added wisdom that a lay member offers.

The addition of a lay person to the Board is only one of several changes in the composition of the membership. The Board approved adding the COMSS secretary as a Board member, emphasizing our relationship with the specialty societies and underscoring the fact that more than 60 percent of the AAOS membership is either specialists or orthopaedists with a specialty interest.

The Board also approved a Treasurer-Elect for a nonvoting, one-year term before assuming the position of Treasurer for a three-year term. The Board established qualifications for the position as part of its emphasis on knowledge, experience and interest rather than constituency. Therefore, the selection of members for decision-making positions such as Council and committee members will be based primarily on the concepts of competency rather than those of constituency.

The changes in the composition of the Board, which are subject to approval of members at the 2002 Annual Meeting, will make the Board a more flexible and effective governing body.


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