By Mandy Shaffer, Allison Alger, Judy Marlow, PLS, and Kathy Johnston, CAP, PLS, CLA/CP

By this time next year, we will all be experiencing the progression of NALS with the change in its governance system from a board of directors to a governing council. A lot of time, thought, and effort went into initiating this change; subsequently, more time, effort, education of members, and solicitation of thoughts from the membership has occurred. Then the vote was made for the change, and a year lead-in time to accomplish the goals is in progress.

Currently, IDALS…the association for legal professionals in Idaho is going through the experiences of a change in governance. The current IDALS Governing Council is blazing new trails every day . . . but the transition has not been without some bumps.

It was little more than 12 months ago the change from a board of directors system to a governing council was proposed to the membership due to a lack of candidates for state offices. Within a matter of several months, an online vote was held and the change accepted by those who chose to engage in the voting process. By the date of the April 2012 IDALS’ Annual Meeting in Boise, the change was to take effect.

As one can well imagine, the short interval between promotion to the members and the change in governance system left many unanswered questions. Today, the Governing Council has come a long way in grasping how to fill in those blanks and making short work of loose ends. Questions still abound from the general membership, such as: Who is responsible for what on the state level? What about our installation dinner? Why are we even doing this? But those questions are positive guidance to start the next IDALS year in April 2013 more solidly.

This will share some ideas for matters that, if solidly in place prior to even promoting a new governance system, would be helpful in making the transition easier for both the new governing group and the membership.

• Actively engage the membership in determining the necessity of a change of governing structure. Do we need a smaller board or a whole new system? Can we manage with a limited board for a year to have a more effective transition if the membership chooses a new governance system?
• How will changes affect duties currently held by certain board members? Who is covering membership and marketing? Who is covering certification and education? Who will have exactly what responsibilities?
• How will the members of a governing council be chosen: at large, from each chapter and the whole of the members-at-large, or even geographically?
• Will chapters have to change By-Laws and Standing Rules to facilitate a system of choosing representatives (if they are to be chosen by chapters)? If so, how long will that take to accomplish–two, three, four, or more months?
• How many members must vote for the election to be valid? Out of that number, what percentage will be required to approve the change for it to be effective? Will there need to be a change in voting regulations to accommodate requirements of more than just a simple majority of those voting to pass the change?
• If you choose to use a simple majority of those voting to make the change, will it be reasonably acceptable to the membership at large if those voting do not constitute a majority of the members? It may not be a requirement, but it may make the transition much easier to accomplish if the majority of the membership feels ownership in the process.
• Give the members of the new governing council a few months prior to the start of their terms of office (especially that important first year) to work on the transition process with the outgoing board of directors—this corresponds with newly-elected board members having a period to communicate with each other and the outgoing board during that period between elections and installation—as occurs annually with a board of directors. Share with the membership not only the successes of other chapters who have made this transition, but also the struggles along the way. Give the members a chance to “roll up their sleeves” and come up with ideas on the best way to govern their chapter.

Idaho has many miles between its chapters, so we depend on email for the most part to accomplish our business. In some ways our Governing Council members are very different, but we have benefitted from our strong communication skills and discovered we are probably more alike than we ever thought.

Governance changes are not “bad” or to be feared and providing a solid foundation through education and time for members to really understand and plan for the transition will undoubtedly make the chapter stronger and more vital when the change actually occurs.”