SOA Bylaws Amendments Questions & Answers

On April 20, 2015, the Society of Actuaries Board of Directors approved several Board resolutions. One of those resolutions is designed to make the SOA Board more effective by reducing its size, while preserving a broadly representative roster of Directors.

A Special Meeting of the Fellows of the SOA will be held at SOA headquarters on Sept. 4, 2015 at 1:30 p.m., Central time. This special meeting has been called by the Board for the following purpose:

To vote on proposed amendments to Article III, Article V and Article VI of the SOA Bylaws. If adopted, the amendments would result in the elimination of the Vice President positions from the SOA Board of Directors. This proposed change is one of several Board-approved governance changes, and would be effective with the 2016 election. All current Vice Presidents and those voted into office in the 2015 Board of Directors Elections will complete their terms

The SOA Board encourages fellows to vote ‘yes’ on this amendment.

Why should the position of Vice President be eliminated?
The elimination of the office of Vice President will help the SOA Board achieve their ultimate goal of reducing the size of the Board. The Board benefits from the experience and knowledge of elected Board members who have served and may wish to serve a second term on the Board. (A Vice President position serves two years while elected board members may run for a second 3-year term.) The Board intends to encourage elected members putting their names forward for election to a second, three-year term on the Board.

Why is it important to reduce the size of the Board?
The relationship between Board size and Board effectiveness has been the subject of significant research in recent years. The average size of an association Board of Directors in the United States is 16 to 18 members (BoardSource 2010 Governance Index Survey, Gazley and Bowers, 2013). Boards smaller in number are more effective at governing and making strategic decisions. The SOA’s Board is large (28 members) currently.

How will this change positively impact the SOA and its membership?
The Board concluded that a reduction in the number of Board members will improve its effectiveness, allowing members to more easily engage in meaningful strategic dialogue. The Board believes this change can be implemented while preserving appropriate diversity and balance on the Board and by shifting some responsibilities (e.g., serving on some committees) from Board members to other member volunteers.

Where can I find more information about the proposed amendment?
Information—showing both the existing and revised text of Articles III, V and VI, and the proposed revisions—can be found in the document, “Amendment to SOA Bylaws Regarding Vice President Positions” (PDF) and in the Interactive Leader Session with SOA President Errol Cramer, FSA, MAAA and President-Elect, Craig Reynolds, FSA, MAAA.

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