An Update on the IOA Bylaws & Article of Incorporation Vote 

The IOA Board of Directors wishes to extend its sincere appreciation to all of the IOA members who participated in the two Member Dialogues on August 12 and expressed their viewpoints and concerns. IOA member involvement and passion in support of the profession in this association are central to its identity and essential to its ongoing relevance and success.

The August Member Dialogues were created to intentionally engage members in an important discussion concerning potential changes to its organizational structure. The membership was called to express their concerns and opinions and the membership answered that call. Thank you.

More than 200 participants dialed into the Member Dialogues to discuss proposed changes to the IOA Bylaws. Recordings of the Dialogues have been added to the IOA Online Learning Center (member login required).

The Member Dialogues were designed to help the IOA Board of Directors meet a number of important interests including:

• The Board desired to provide adequate space for members to share their views, thus designed the meeting to include 45 minutes of discussion in breakout rooms of smaller numbers of participants. The Member Dialogues were designed to facilitate open dialogue among members. To provide adequate time and space for members to share their views, participants were moved into smaller breakout groups and each was hosted by a Board member who facilitated discussion.
• The Board wanted an open exchange with IOA members, and so offered to facilitate the discussions and addressed concerns or responded to questions. Board members were encouraged to allow breakout group members to talk about things that were on their minds and to address concerns or respond to questions, as possible.
• The Board wanted to gain input from members to inform its next steps concerning potential changes to the association’s Bylaws, and so developed a framework for the breakout discussions including a common set of questions. Each Board member was given a facilitator’s guide to provide a common framework for the group’s discussions, which included a set of questions.
• The Board also wanted to give space for IOA members to talk about what was most important to them, so facilitators followed topics raised by their group members—even if those topics were not included on the facilitator guide. So in some instances, the discussion may have been on matters other than those specifically outlined in the guide. In many instances, group discussions covered some, but not all of the questions.
• The Board wanted to ensure transparency in communications so time was included for facilitators to report highlights of breakout group discussions for all meeting attendees. Because the discussions occurred in small breakout rooms, without an additional report-out to the full group, IOA members would not have the benefit of knowing what was discussed in other breakout rooms. Thus, after 45 minutes of breakout group discussions, meeting participants rejoined the main room to hear highlights of all breakout group discussions from Board member facilitators.
  
  

The Board met for a Special Meeting on August 26 to review the feedback that members provided in the Member Dialogues. During that meeting, the IOA Board decided to add more openness and transparency into our member communications by deciding to share a summary of the feedback IOA members provided in the Member Dialogues.

Requirements for Board eligibility, breakout group discussions covered the following points:

• Members discussed IOA membership as an eligibility requirement — Many members expressed their views that eligibility for Board service should include requirements other than IOA membership alone to ensure sufficient knowledge of the profession and to govern effectively. Some members said that while years of membership is not an optimal eligibility requirement for Board service, they indicated that to serve on the Board, one should be an IOA member. Some indicated support of keeping a membership requirement to two years as originally proposed by the Board, while others recommended increasing it to three or more years. Several members suggested additional requirements to reveal commitment to and investment in the organization, such as in service on a committee or task force, speaking at the Annual Conference, publishing in the JIOA, or similar involvement in IOA.
  
  
• Members discussed having a minimum of two seats for CO-OP® certified Ombuds — There was a wide range of feedback concerning having a minimum of two Board seats for Ombuds who are CO-OP® certified. Some suggested that it should be more—as much as one third of the Board, while others suggested that CO-OP® may not be the best proxy for Board qualification and service.  
  
  
• Members discussed having a maximum 2 seats for non-ombuds — When asked whether there should be a maximum of two seats on the Board for individuals who do not have prior experience as an Ombuds, again, members voiced a range of perspectives. Some suggest that such seats might leave more opportunity for less-experienced or newer Ombuds to share an important perspective on the Board. Others felt that non-ombuds from other related professions could contribute to a diversity of thought and effectiveness on the Board. Still others objected to opening seats for any individuals who are not or have not been organizational Ombuds.
  
  
• Members discussed expanding Board eligibility to more of the membership — Some supported expanding eligibility to more of the membership, to have the Board more accurately reflect the membership. Others indicated that with expanded eligibility, the Board may become more diverse and therefore more strengthened. Others expressed the opposite opinion, that changes to Board eligibility would not necessarily strengthen the Board, but rather weaken it. Some encouraged intentionally seeking inclusion of international members. Some recommended changes to allow more of the membership to be Board eligible because IOA Board service requires significant commitment of time and talent. Some cautioned against a commingling of the association’s diversity, equity, inclusion, and belonging goals with Board eligibility requirements.

Ways to improve the Board’s processes, breakout group discussions covered the following points:

• Members discussed communications and connections between the Board and membership — Many members expressed appreciation for the Member Dialogues and encouraged more of such meetings. Some members expressed an interest in receiving more information, a better understanding of the issues, increased transparency and trust. Some shared a perception that the Board seems to be leading too hastily and encouraged the Board to continue to provide space for heathy debates and discussion to encourage good outcomes. Some expressed gratitude for the communications that were provided to members. Others requested more information, including a better understanding of the historical background, context, additional information or reports that has prompted the proposed Bylaws changes.
  
  
• Members discussed the voting process — Many members requested that the voting process be changed from a single vote up or down on the entirety of the Bylaws to one that allows for a more refined voting. Specifically, members requested the ability to unbundle the voting into separate votes to encourage members to vote with more specificity.
  
  
• Members discussed Robert’s Rules — Many members expressed concerns that the procedures and mechanisms of Robert’s Rules are unfamiliar and seemed to get in the way of discussion. Some inquired whether a future meeting may be conducted using a process other than Robert’s Rules. “Ditch Robert’s Rules” was a strong sentiment. Some said that Member Dialogue may be best without Robert’s Rules, but member voting may require Robert’s Rules.
  
  
• Members suggested regularly updating the Bylaws — Members suggested setting a plan for regular updates to the Bylaws. If the Bylaws were regularly updated, perhaps the experience would become less daunting and members more comfortable with the mechanisms for the exchange of information. This might improve the overall effectiveness in managing organizational change and building camaraderie and trust among members with leadership.

Other matters, breakout group discussions covered the following points:

• Members discussed the nominations and elections process — Many expressed that they did not have a sufficient understanding of the actual nominations and elections process to offer informed feedback. Many encouraged clarity concerning the requirements for Board eligibility, minimizing discretion in vetting, and allowing members to vote on candidates who meet qualifications.
  
  
• Members discussed leadership succession planning and officer elections — Members discussed the importance and benefits of having a leadership succession plan, while others discussed drawbacks. On balance, members discussed the importance of identifying individuals who are willing to contribute sufficient time and talent in the service of the organization.
  
  
• Members discussed the quorum requirement for member meetings — Many members suggested that a quorum requirement of 10% seems too low for an association of our size. Though 10% is common among associations, for the IOA it seems to be too low. Some members suggested an alternative number, reducing it slightly but not to 10% to say 20%. Members suggested that with meetings held in a virtual space, it may be easier to meet a higher quorum requirement.

What happens next?

The IOA Board is working to finalize additional Bylaws revisions based on this feedback and input from members. The Board will meet again this September to approve revisions and a timeline for sharing the revisions with members, a comment period for members to provide additional feedback, and setting up a new Special Meeting for ultimately voting on the revisions. Please stay tuned for additional updates.  

Learn More About the Amendments:

• Review Bylaws & Proposed Edits
• Review a Summary of the Proposed Amendments & Rationales
• Review the Results of the Independent Review
• Join the Members-Only Discussion Circle