Results of the Independent Review

Special Member Meeting for Bylaws Revisions Announced

In our roles as ombuds professionals and association members, it has never been more important to continue our advancement of standards and practices that strengthen IOA’s commitment to diversity, equity, inclusion, and belonging (DEIB).

As the world continues to grapple with some of its most complex and painful challenges, our pursuit of justice continues. This includes ensuring that we maintain fair and equitable processes for qualification, nomination, and election to the IOA Board of Directors.

In March of 2021, IOA's DEIB Task Force reported concerns regarding IOA elections IOA leadership took immediate action and approved an outside review of the nomination and selection process as it pertains to Board service. That independent review, conducted by the law firm of Ahmad Zaffarese LLC, recently concluded. The firm's report offers valuable, actionable insight and makes several recommendations the Board has been considering as proposed changes to IOA's Bylaws. These newly proposed changes are to be submitted to a vote of IOA members at a special member meeting to be held this July. Among the review’s findings are the following:

  • Lack of Transparency in the Board Selection Process
    The report states: “Often, regardless of the number of nominees, the number of candidates approved to be on the ballot has been the same as the number of vacancies. After the election, IOA historically has not announced the results or vote tally to Membership. This confluence of factors resulted in the unintended consequence of the process appearing to be more akin to a ratification of a slate of candidates rather than an open election. The opacity of the process fosters feelings of exclusion and inequitable treatment and creates the appearance of inconsistent application of criteria that is inherently subjective.”  

  • Current Board Eligibility Criteria Competes with the Organization's Goal of Achieving a Diversity of Representation on the Board
    The report states, in part: “The stringent nature of the criteria excludes a large proportion of the Membership from Board eligibility. It was reported that 72% of the IOA Membership has six years or less experience as an organizational ombuds. This hampers IOA’s ability to be more inclusive and provide equal opportunities for input and influence by all Members. This also impedes IOA’s ability to achieve a diversity of representation of the Membership on the Board with respect to race, ethnicity, gender, industry, and nationality/internationality.

  • Certain Board Eligibility Requirements Do Not Appear in IOA's Bylaws
    The report states: “It is the practice of the IOA to interpret the Bylaws as requiring that Directors on the Board be actively practicing as an ombuds. However, there is no language in the Bylaws that expressly requires that a Director must be actively practicing. Interpreting the Bylaws in this manner further shrinks the already small pool of eligible Board members.”


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This report has been made available for IOA Members only.
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These and additional findings revealed deficiencies in IOA’s processes for Board elections, however well-intentioned those provisions may have been when first implemented.

The focus of this external review was not on the results of past elections or nominations or attempting to assign blame to individual Board members or committees. Rather, the findings from this review have helped shape proposed reforms to IOA's Bylaws to make the Board election process more transparent and fair. These changes are designed to remove the barriers that have prevented a more diverse pool of candidates from seeking, qualifying for, and earning a nomination and/or an election to the IOA Board of Directors.

Additional proposed revisions to IOA's Bylaws include separation of nominating and governance functions into two committees; a new voting majority threshold for motions to alter IOA's Standards of Practice and Code of Ethics and the creation of a new succession process for IOA officers. Other changes include finalizing IOA's name change and other updates aimed at bringing the Bylaws and Articles of Incorporation in line with association best practices. We are hopeful the new proposed Bylaws will be seen as improvements and be approved by IOA members. If so, we anticipate a new nomination and election process to follow.

In the meantime, we invite all IOA members to register to participate in the upcoming virtual Special Member Meeting to vote on upcoming proposed changes to IOA's Bylaws on 15 July 2021. An opportunity to vote on Bylaw amendments by proxy will also be offered. Additional details concerning these and other changes will be shared with members in an upcoming communication.

Above all, we remain committed to a thorough, fair, and transparent process during this period of transformation for IOA. We will continue to seek guidance, welcome new insights, and take consensus-driven action to strengthen IOA into a more effective and inclusive organization for all of our members. As always, we welcome your feedback. Please email [email protected] with questions or comments.


The IOA Board of Directors


IOA member vote in progress. 

The IOA Board of Directors is calling on all voting members to cast their vote on a set of proposed amendments to the IOA Bylaws and Articles of Incorporation. These amendments involve a number of changes that incorporate recommendations from the Independent Election Review Report (detailed above), as well as governance changes, brought about by the 2021-2024 Strategic Direction and additional recommendations from IOA’s outside general counsel, staff, and the Nominations & Governance Committee.

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Special Member Meeting

 Thursday, 15 July 2021
8:00 AM PT | 11:00 AM ET | 6:00 PM GMT

All IOA members are invited to take part in IOA's virtual Special Member Meeting, taking place Thursday, 15 July 2021. If you need help calculating your time zone check out the World Time Buddy website.

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