ABR Bylaws Revision Clarifies Roles of BOG, BOT, and Committees
By Robert M. Barr, MD, ABR President
Following input from the Bylaws Committee, the Board of Governors recently approved revisions to the ABR bylaws. These changes represent a general refresh rather than substantive structural or procedural changes. The goal was to clarify roles, update committees, and introduce name changes and other edits throughout the document. These changes reflect the evolution of the organization over the past five years and will allow us to continue to support the ABR mission effectively and efficiently.
The basic governance construct we have followed for several years is unchanged and includes both a Board of Governors (BOG) and a Board of Trustees (BOT). The BOG remains the body responsible for the “corporate powers, business and affairs” of the ABR, and the officers (president, president-elect, and secretary-treasurer) are BOG members. The BOT coordinates and oversees volunteer activity and remains focused on elements of ABR assessments (including exams). The chair of the BOT serves as a member of the BOG, helping to provide continuity and communication between the two. The organizational structure of the ABR is clarified as a non-member corporation, consistent with the Articles of Incorporation.
Numerous minor revisions and clarifications to the functioning of the respective groups are included in the new bylaws, including language regarding the process for term renewals and/or extensions. Term limits have been extended for trustees an optional one or two years beyond the previous limit of six years. Governors can now serve an optional two-year term beyond the previous limit of four years. Both of these changes provide added flexibility to retain experienced individuals when necessary. The maximum combined leadership term still cannot exceed 10 years unless one is elected president or secretary-treasurer, in which case, the maximum term is 14 years.
Language regarding the structure and composition of the various BOG and BOT committees was revised throughout. Several committees (Certification Policy, Examination Certification, and Strategic Planning) were deleted because these functions are performed either by ad-hoc committees or the BOG or BOT as a whole, and a new Diversity, Equity, and Inclusion (DEI) Committee was added. The BOT chair has been added as a member of the Volunteerism Committee.
Although name changes for the BOG and BOT were considered, the current nomenclature was ultimately preserved in recognition of the longstanding precedent and critical role of the trustees in particular. “Maintenance of Certification” was replaced with “Continuing Certification” throughout, and “examinations” was replaced with “assessments” to encompass varied assessment tools such as OLA. Gender-specific language (“chairman” vs “chair”; “he/her”) was removed.
Additional revisions include updated conflict of interest and confidentiality provisions and modified language regarding revocation and/or probation. Slight modifications to the objectives and purposes were included to better reflect the public value and the comprehensive certification product offered by the ABR.
No doubt future modifications and improvements will be necessary, as is always the case with documents such as this. Part of the exercise is to identify areas where additional attention to policy and procedure is needed. We aspire to introduce a regular cadence of document review and potential revision of the bylaws, with the next cycle under the direction of Donald Flemming, MD, as incoming chair of the Bylaws Committee.