Governance Modernization: Bylaws Change

Early in 2022, RTDNA’s Board of Directors, recognizing the strong tie between an effective, efficient and nimble governance system and the potential within that system to advance the mission, formed a Governance Modernization Task Force. Specifically, the Task Force was charged with exploring appropriate governance structures and procedures to support mission advancement, meaningful volunteer experiences, transparency and inclusivity, and help build a stronger volunteer pipeline to build further engagement with the organization.

Recognizing the importance of current perspectives, the Task Force collected feedback from current and former leadership, members and staff. This feedback set the tone for their work moving forward, which included working with a consultant well-versed in association governance structures, a multi-day in-person meeting of the Task Force along with several virtual meetings, and a five-month board review process to consider recommendations that position the organization in the best possible way to pursue the mission and vision.

After a thorough two-year process of review and discussion with a variety of stakeholders, the RTDNA Board of Directors will now meet in late April to vote on changes to the bylaws that put the Governance Modernization plan into action.

During that meeting, the Board will consider feedback provided by members regarding the proposed changes. Please use the button below to submit your feedback before April 24.

Learn More About the Process & Recommendations

Review Proposed Bylaws Changes

Provide Feedback to the Board

Setting the Stage

Members of the Task Force set the stage for their work with some key pre-reading:

Race to Relevance, Harrison Coerver, Mary Byers
Building Better Boards, David A. Nadler, Beverly Behan, Mark Nadler, Jay W. Lorsch

In addition, Task Force members were armed with feedback from interviews and surveys conducted by Vista Cova, an association consulting firm experienced in governance analysis.

Here's what we learned in a nutshell:

Vision of Success: Almost all aspects of feedback shared an interest in proactive alignment around the organization's mission and vision with a clear focus on future growth and positive influence within the industry.
Strengths of Current Governance: Responses indicated that working groups functioned effectively and that a single board to serve both the association and foundation is effective.
Changes to Strengthen Effectiveness: Suggestions around a smaller board to increase effectiveness while continuing to keep diversity as a key focus were made, as well as changes to and innovation around committee and regional work.
Nominations and Selection: Consistent transparency is a high priority and should be paired with greater inclusivity along with a concern about term limits and the role of committees.
Critical Areas of Governance for Review: A board that is strategic - as opposed to working - is ideal and necessary, as well as the recruitment of board members who have strategic foresight to keep the board nimble and future-focused.

Overall, the feedback collected presented excitement for modernization of RTDNA's governance in order to support future growth of the organization.

Review the Full Feedback Report

The Process

The Governance Modernization Task Force was created in late 2021 with an eye toward beginning work in earnest in early 2022. In February 2022, the Task Force met over two days to walk through the creation of recommendations that both align the organization with association governance best practices and respond to the feedback presented by current and past leaders, members and staff. As a result of those conversations, a list of recommendations was made to modernize the governance aspects of the organization. Each recommendation was packaged for presentation to include information about reasoning behind the recommendation, current governance processes or procedures related to the change and examples and information about the recommendation itself.

In early 2023, the RTDNA Board of Directors was divided into four smaller groups to allow for deeper discussion about each of the recommendations. The groups met three times to review, discuss, questions and evaluate each of the Task Force's recommendations, exploring each individually and with careful consideration. After those meetings, the four groups were combined into two groups where members of the Board were asked to determine if there were any recommendations that should not move forward in the process. After careful consideration, the groups decided to not remove any recommendations and move forward with the process of modernizing the governance of RTDNA with an eye to association best practices, future growth and strategic priorities.

In September, the RTDNA Board of Directors sought feedback from members on each of the recommendations ahead of a full-day meeting at RTDNA23, where the group continued to review and discuss. The board did not vote to enact any of the recommendations in September. Rather, based on member feedback, they decided to move the recommendations to the next phase, which included taking each recommendation and applying it to the necessary bylaws, policy documents or procedures.

The Recommendations

Reduce the Size of the Board | Bylaws Change

The Why: The trend in modern governance is to create governing bodies of a smaller size to be nimbler and facilitate strategic dialogue. This change also ensures volunteer work is meaningful, rather than perfunctory or "rubber stamping." A Board of a smaller size will be better suited to meet these needs.
The regional representation that has traditionally been part of the Board will be asked to contribute their insight in advisory capacities throughout other entities in the governance structure. This will allow them to continue a primary focus on the needs and perspectives of those they represent without simultaneously providing the means by which their valuable knowledge can continue to inform the strategic direction of the association.

Current:

Officers

Foundation Chair
RTDNA Chair
RTDNA Chair-Elect
Association Treasurer
Foundation Treasurer

Other Board Members

Foundation Trustees (2): Appointed to the Board for two-year terms; Single slate approved by the Foundation Board. Trustee in their second year automatically serves as Foundation Vice-Chair.
Regional Directors (14): Elected positions - by voters in their respective region - for two-year terms; representing the interests of those in their region
At-Large Directors (4): Elected positions by the general membership; serve two-year terms
Ex-Officio Board Members: Board may appoint Ex-Officio members of the board who do not have the right to vote; have traditionally been members of other affiliate journalism organizations, though their involvement has varied

Proposed:

Officers:

Foundation Chair
RTDNA Chair
RTDNA Chair-Elect
Association Treasurer
Foundation Treasurer

Other Board Members

Foundation Trustees (2): Appointed to the Board for two-year terms; Single slate approved by the Foundation Board. Trustee in their second year automatically serves as Foundation Vice-Chair.
Directors (6): Elected positions by the general membership; serve two-year terms
Non-voting, Ex-Officio Members: Both the President and the Executive Director will be non-voting, ex-officio members of the board.

Officer Roles & Terms | Bylaws Change

The Why: By modifying the officer structure slightly, the organization has the ability to better prepare future leadership and allow the officers to function at high, strategic levels that align with the priority areas of the organization.

Current:

Foundation Chair: Chair of the Foundation; automatically assumes this role after completion of a year as Chair of the Association; one-year term.
RTDNA Chair: Chair of the Association; drives most of the governance specifics (committee structure, appointments for vacant seats, etc.) to be approved by the Full board; assumes this role after completion of a year as Chair-Elect of the Association; one-year term.
- If the Chair is unable to complete his/her/their term, the Chair-Elect will fulfill the remainder of the term and a new Chair-Elect will be appointed by the Board.
RTDNA Chair-Elect: Elected position with the automatic move to Chair the following year; must be a member of the board for one-year to be eligible; responsible for the annual conference per the bylaws
Association Treasurer: Elected position; must be a member of the Board for one-year to be eligible; three-year term.
Foundation Treasurer: Elected position, approved by the full Board; must be a member of the Board for one-year to be eligible; two-year term.

Proposed:

Foundation Chair: Chair of the Foundation; automatically assumes this role after completion of a year as Chair of the Association; one-year term. They will also serve as Chair of the Awards Committee (selection of award recipients, Murrow support/decision-making).
RTDNA Chair: Chair of the Association; drives most decisions of governance (committee structure, appointments for vacant seats, etc.) to be approved by the full Board; assumes this role after completion of a year as Chair-Elect of the Association; one-year term.
If the Chair is unable to complete his/her/their term, the Chair-Elect will fulfill the remainder of the term and a new Chair-Elect will be appointed by the Board.
RTDNA Chair-Elect: Elected position with the automatic move to Chair the following year; must be a member of the Board for one-year to be eligible;
- Will be the Conference Chair. There will be a separate Chair of the Conference Committee to allow them to remain strategic in their capacity. They will serve as an ex-officio Conference Committee member.
- Will be the Strategy Chair in charge of shepherding and messaging the strategy (driver of strategic priorities).
- Non-voting ex-officio to the Finance Committee in an observational capacity to get better immersed in the finances of the organization before Chair year.
Association Treasurer: Elected position; must be a member of the Board for one-year or have served as a member of the Finance Committee to be eligible; three-year term. The Treasurer will also serve as Vice-Chair of the Finance Committee.
Foundation Treasurer: Elected position, approved by the full Board; must be a member of the Board for one-year to be eligible; two-year term.

Executive Committee | Bylaws Change

The Why:The Executive Committee will conduct the business of the organization between Board meetings. When issues of significance arise, it is the duty of the Executive Committee to bring those decisions to the full Board of Directors. The shift in size of the Executive Committee corresponds to the shift in size of the Board as a whole.

Current:

Officers (includes all Officers)
Foundation Vice-Chair (one of two Foundation Trustees)
Three "general" board members, elected by the Board at the post-conference board meeting by secret ballot

Proposed:

The Executive Committee will be constituted of the officers of the organization. The Chair of the organization will serve as Chair of the Executive Committee. Both the President and Executive Director will be non-voting, ex-officio members of the Executive Committee.

Term Limit of Board Members | Bylaws Change

The Why: The term limits ensure RTDNA respects the great time and dedication of individuals to the highest levels of leadership of the organization while providing continual opportunity for new perspectives at the Board table.

Current:

Currently, RTDNA does not have term-limits outside of terms that require them to be re-elected.

Proposed:

All Directors and the Treasurer can hold their position for no more than three terms, sequential or non-sequential. A leader who serves through the Chair line can only do so once.

Board Members as Committee Liaisons | Process Change

The Why: In this differentiated capacity, the Board member should not be the Chair of the Committee - opening up greater leadership potential - and also does not have to attend every meeting. This balances the time commitment for service to the organization. Shifting the role of the Board member to consultant and partner ensures the strategic fluency of the Board is maintained while strengthening the efforts of the committee and its leadership in an ongoing capacity.

Proposed:

Each Board member will be assigned to a committee(s) to act as a liaison. In this liaison role, the Board member will:

Act as a strategic consultant annually when the committee renews its charge
Be available for questions of strategic importance
Serve as a conduit of information and insight from the Committee to the Board and vice-versa

Governance Committee Focus | Process Change

The Why: A small volunteer group that consistently looks at where small course corrections can align the organization with the best volunteer experience and output possibly will be able to minimize the need for future large-scale shifts.

Proposed:

RTDNA will ensure that the Governance Committee is focused on conducting ongoing assessments and recommending improvements to the Board related to the governance structure and volunteer experience of RTDNA.

Governance Review | Policy Change

The Why & Proposed:

Acknowledging that the shifts of the Governance Modernization are significant, it is recommended that a full review of the governance structure is conducted in three years and, after that, every three years consistently, to address larger-scale changes and necessary review.

Board Nomination & Selection Process | Bylaws, Policy & Process Change

The Why: Best practice in governance for associations is to ensure individuals do not receive leadership positions because of who they know, but instead because of strengths, experience, knowledge, diverse representation, and insight they bring to the table align with the organization's competency needs. This new process of nominations has been designed to rely on a competency-based Board and leadership as a central tenet of governance.

It is also important to note the Task Force took a great deal of time to consider how to best elect leaders in this model before proposing a single-slate approach. This approach considers how few members vote, how difficult it is to bring the general membership up to speed on the strategic needs of the organization, and how candidates align to those needs. It also considers how recruitment is hampered by the degree of discomfort candidates feel when experiencing a loss in public and competitive election among high-caliber candidates.

The Process: In preparation for their work, the Governance Task Force referred to "Recruit the Right Board: Proven Processes for Selecting Critical Competencies," a recently authored authoritative source in the association space. A comprehensive four-stage process outlined in the book guided the group's work.

Determining Need
Candidate Recruitment
Selection
Election

Proposed:

Determining Need

An analysis is conducted of current Board members to confirm what perspectives are continuing and which are rotating off.
Staff and leadership discuss with the Board what topics are likely to be on the agenda for the next 3-5 years and the implications for the perspectives, skills, experience, and competencies of the future Board. The input, along with the initial analysis of what perspectives are remaining/rolling off, are given to the Nominating & Leadership Development Committee.
The Nominations & Leadership Development Committee sets key criteria needed and expected within those nominated to run for the Board. These criteria may fall into diversity categories or may be specific attributes related to upcoming strategic priorities.
While the skills, experience and background sought in board members will shift each cycle as RTDNA's own strategic focus and needs evolve, agreed upon qualities of leadership should be ongoing tenets of the type of leader sought for the board. These qualities can be used to establish a better picture of the leaders sought and be used during the vetting process as a place of self-reflection in the candidates. It is important to note the set of leadership traits is intended to be represented in the board as a whole entity - singular candidates are not expected to fulfill every trait.

Candidate Recruitment

Call for Nominations

In partnership with staff, the Nominations & Leadership Development Committee will open a call for nominations for the open officer position(s) and the open Director seats for each cycle. They will directly solicit nominations from current and past Board Members, Councils, Committees, staff, affiliates and partners. An option for self-nomination will be available in the process as well.
1. Nomination will be a simple form requesting basic candidate information as well as an accompanying statement of knowledge of a candidate's high character and standards for nominated candidates.
  1. A minimum threshold of qualifications is that all who are nominated need to be a member in good standing of the organization without a minimum length of time for their membership history.

Invitation to Apply

The Nominations & Leadership Development Committee will review the pool of nominees and determine who should be invited to apply.
Those invited to apply receive an email with an invitation to fill out a full application for a board position and receive important information such as position description. The full application may include:
1. Demographics form w/ questions that assess diversity elements
2. Essay questions (reviewed every year to ensure relevancy and impact to selection process - there should be a differentiated question for those running for an officer position congruous to the level of leadership they are seeking)
3. Disclosure form
4. Competency self-assessment: An opportunity for candidates to self-reflect on their strengths and provide a few sentences around the competencies specifically being sought in that strategy cycle.
5. Board basic orientation materials to review and complete.
For the Chair-Elect and Treasurer positions:
1. 3-5 minute video of introduction to the candidate - focusing on their qualification, passion, connection to RTDNA and the strategy of the organization

Selection & Election

Selection

The Nominations & Leadership Development Committee determines who will advance to an interview using an interview protocol.
The full committee participates in interviews, which are recorded in case any committee member is absent, but then deleted after the slate is chosen.
The Nominating & Leadership Development Committee will review each candidate's full profile and assemble a single slate for officer and any open Board positions for consideration.
The slate is announced to the membership. Depending on the election process, the membership may receive up to 30-days to nominate an additional candidate by petition with 5% of the membership signing their support.

Election

The final slate will be presented for approval to the membership.

Nominations & Leadership Development Committee | Bylaws Change

The Why: Successfully selecting the right leaders for RTDNA board service is of the highest priority for mission success, as well as incredibly nuanced as the organization advances its mission in a rapidly changing environment. As such, the overseeing leadership body responsible for board leadership identification and selection needs to go beyond just nominating candidates.

The group has the responsibility to regularly align and communicate the strategic and diversity qualities needed on the board; oversee a fair, easy-to-understand, non-partisan process of board leader vetting and elevation; and ensure the final selection process is run with integrity and right-level transparency. They must also show respect and appreciation for every candidate, no matter the outcome of selection. Moving to this new model will require the volunteers to commit to a greater scope of work than the current Committee.

Current:

RTDNA has a Nominating Committee that ensures candidates fulfill the requirement of a year of membership. They also conduct interviews with each candidate, but the results of those interviews are not further incorporated into the nominations and elections process.

Proposed:

There will be a single Nominations & Leadership Development Committee with year-round, expanded responsibilities to include:

Working with RTDNA leadership and staff to assess the qualities, skills and diversity needed in board leadership each selection cycle
Solicit and identify top-tier candidates
Engage in a fair and transparent process for vetting those candidates to put forward a qualified and strong slate
Oversee the process of leader selection
Look to provide internal leadership development opportunities and early leader identification to build a broader volunteer pipeline
As needed, be available for input into the orientation and onboarding of each cycle of board leadership

Chair of the Nominations & Leadership Development Committee | Bylaws Change

The Why: The Immediate Past Chair of the Foundation, who has also served as Chair of RTDNA, has significant first-hand knowledge of what board service means and requires. In their time as Chair, they will have built specific organizational trust and respect such that leaders and members alike will have confidence they are acting in the best interest of the organization.

Current:

The Chair of the Nominating Committee is the Foundation Chair/Immediate Past RTDNA Chair.

Proposed:

The Immediate Past Chair of the Foundation will serve as the Chair of the Nominations & Leadership Development Committee. If the Immediate Past Chair of the Foundation chooses not to take on this leadership role, the RTDNA Chair will nominate another candidate to be ratified by the RTDNA Board.

Nominations & Leadership Development Committee Constitution | Policy Change

The Why: Diversity of thought, perspective and experience is key to the success of this committee. The diversity needs to be balanced with experience so there is clear understanding of the role board members ideally play in the RTDNA governance system.

Current:

The Nominating Committee comprises:

The Foundation Chair as Chair of this Committee
Representatives as appointed by the RTDNA Chair

Proposed:

The Nominations & Leadership Development Committee will be comprised of:

Immediate Past President of RTDNF, serving as Committee Chair (ex-officio)
RTDNF Chair/RTDNA Past-Chair (non-voting, ex-officio) participating in key steps in the process in an observational capacity to better understand the work of the committee before taking over as Chair
At least six additional members with the number finalized in the appointee process each cycle

Note: For this first cycle, it is recommended that there are not more than nine members total of this Committee as it finalizes workflows in this new iteration

Nominations & Leadership Development Committee Terms & Selection | Bylaws Change

The Why: The rotating cycle of leadership is intended to provide a balance of perspective and experience in the process each year. Additionally, the selection process for the Committee is congruent with the process of leadership selection proposed in these recommendations for the full system.

Current:

The individuals serving on the Nominating Committee are appointed annually by the RTDNA Chair and normally include the two most recent past chairs. The terms for those serving on the Nominations Committee are not limited.

Proposed:

The ex-officio serving officers of the organization will have terms aligned to the Board terms. Committee members will serve two-year terms with staggered rotation. There is a three-term maximum service on this committee - sequential or non-sequential.

The Nominations & Leadership Development Committee will provide options for consideration to the Chair of the Committee. The Chair will then propose a slate to the officers of the Board for review and approval.

Diversity Training | Policy Change

The Why: This is a best practice to ensure nepotism and any individual's conscious, or unconscious, bias do not skew the discussions or practices of organizational leadership.

Proposed:

Annually, members of the Nominations & Leadership Development Committee will receive implicit bias training, after selection and prior to the commencement of their duties. Even those who have participated in the past should continue to participate annually.

Governance Training | Policy Change

The Why: For this committee to succeed, its members need to be fluent in the current system of governance guiding the organization. This orientation should provide resources and training on the architecture of the system, the current RTDNA strategy and areas of focus, the role of the board, and any examples of board service from the previous year to illustrate their responsibilities.

Proposed:

Annually, new members of the Nominations & Leadership Development Committee will be required to attend a RTDNA Governance Orientation prior to the start of their work. Returning members will be given the option to attend.

Formation of Advocacy Advisory Council | Process Change

The Why & Proposed: Recognizing the greater strength RTDNA has when leaders of many diversities, including geographic, are able to both inform the advocacy efforts of the organization as well as have their voice lead on those important issues in their "home" communities, the organization will form an Advocacy Advisory Council. The Council will have a formal charge.