Comment: An education in the Board of Directors’ duties

As I reach the halfway point in my term on the American Chemical Society Board of Directors, I have begun reflecting on the activities of the board and what I have learned.

I remember one of the first times I met board members. It was at the ACS Leadership Institute, and I was collecting their signatures for a contest—a clever excuse to approach them. I remember being impressed with how accomplished and dedicated they were and how seriously they took their responsibilities. A couple of decades later, I was asked to run for the board. I had been involved in ACS at the local section, regional, divisional, and national levels so, I was pretty familiar with its programs, but I still did some research before accepting.

One of my early findings was that the “Board of Directors shall be the legal representative of the society and as such shall have, hold, and administer all the property, funds, and affairs of the society.” This includes the approximately 2,000 employees primarily in Washington, DC, and Columbus, Ohio (CAS); ACS International has employees in over 20 countries around the world. I was surprised to learn just how vast ACS information services, including Publications and CAS, are. They are a crucial part of the society’s global reputation, they help us fulfill our mission, and their financial success enables the many other wonderful ACS programs, products, and services that our members enjoy.

I also learned that board members have three fiduciary duties: to act with care (as an ordinarily prudent person would reasonably believe to be appropriate), loyalty (to work in the best interests of the organization overall), and obedience (adhering to all laws and ACS governing documents). Working for all society members involves a lot of interaction—presenting awards, dedicating landmarks, and attending as many meetings and events as possible to talk to members and learn what is important to them and what they want from ACS.

The board shares responsibility for governing ACS with about 470 councilors and 31 society committees. While the board’s role is fiduciary and strategic, the council and committees operationalize the strategic goals. The council is the official deliberative assembly and acts in an advisory capacity to the board. It uses committees to coordinate membership, elections, meetings, and units (such as local sections and divisions). In short, the board and council identify and clarify where we want to be as an organization, and the committees get us there.

Since I joined the board, we have hired a new CEO and CFO, approved budgets and major expenditures, debated and expressed official ACS policy positions, selected awardees, and much more. I have been impressed with the variety of opinions and experiences that inform our conversations and the candor with which we are able to discuss potentially divisive issues. Because of our different professional and personal experiences, we have enthusiastic and honest exchanges that explore all sides of a topic to achieve the best possible solution for ACS.

During these activities and deliberations, I have seen firsthand that diverse inputs lead to better outcomes (consistent with current research). ACS is global—over 18% of our paid members are international. The board believes that a global perspective needs to be included in all our deliberations. For that reason, we support the Petition to Add International Representation on the Board of Directors, which would provide international members with a voice and a vote.

Board members are elected by a combination of councilors and members, either as a district director, director-at-large, or a member of the presidential succession. But no matter how they are elected, each represents all ACS members. I was elected by members in District V—thank you!—but when making decisions, I am guided by the best interest of all ACS members, no matter where they reside.

Today, international members do not directly vote for any directors. The petition before the council would create an international director, replacing one of the six directors-at-large. The number of members eligible to vote in this international district would be only slightly larger than the number of members in each of the existing six districts in the US and Canada.

We encourage you to read about this petition and look forward to hearing your thoughts and questions at secretary@acs.org. If the petition is approved by the council, it will appear on the fall ballot for ACS members. I encourage you to support the board, and I look forward to more comprehensive conversations as we continue to administer our duties in the best interests of all ACS members.

Views expressed are those of the author and not necessarily those of C&EN or ACS.