2015 Board Governance Changes

Frequently Asked Questions

Why did OIA revise its governance documents and processes?
1.While we have made ongoing changes over the years, the bylaws and overall governance needs had not been comprehensively assessed since OIA was formed more than two decades ago.
2.In an effort to put the organization on a strong path to successfully support the broad membership needs of our industry and adopt best practices in non-profit governance, the OIA Board and staff leadership have placed significant focus and energy toward defining the most relevant governance and board structure to meet the needs of the growing industry and organization.

What types of changes were made to the organization’s governance policies and practices?
Changes include the adoption of new bylaws; a restructure of board committees, including the creation of a new Nominating and Governance Committee to oversee this work moving forward and a new Government Affairs/Corporate Responsibility Committee to closely tie the work of the advisory committees with the board’s strategy and vice-versa; the formation of a Retail Advisory Council; new committee charters; and related governance policies.

How was this work approached?
A task force of five board members (which included two attorneys), OIA staff and outside counsel began this work in April of 2014. This group met 2-3 times a month throughout the year, obtained board feedback at several points, and provided a broad set of recommendations to the OIA Board. The full OIA Board approved the recommendations in January of 2015.

What were some of the changes that were made?
In addition to several minor changes made to create consistencies, follow best practices, and assure that the organization was in compliance with legal requirements, there were a couple of fundamental changes made regarding how the organization governs:

1. Moving to a smaller board size

After studying board governance best practices for similar types of organizations and the experience of working with a board as large as OIA’s, we determined that a smaller board would better serve the organization and the industry. The board voted in January 2015 to move from a 29-person board maximum to a board consisting of 12-18 directors. This change is a foundational step in creating and maintaining an engaged board that is flexible, effective, and efficient.

In making this shift to a smaller board, we recognize that it may be challenging to have robust representation from all of the various stakeholder groups that the association serves. While doing our best to continue to have relevant stakeholder representation, we will also find supplemental ways to benefit from the different perspectives within the OIA membership. This will include maintaining and expanding relevant advisory working groups and formalizing a process for input to the OIA Board of Directors. Examples of these sources include existing stakeholders such as the Trade Advisory Group and Sustainability Working Group, as well as new structures like the Retailer Advisory Group.

2. Eliminating non-voting board seats and decreasing the number of seats that can be appointed by the board

OIA’s bylaws have long dictated that board member appointments must be non-voting board seats, which provides legal responsibility for board members without the authority to have a vote in guiding the organization. While the board has operated in a congenial manner and this structure hasn’t created any contentious or legal challenges, it is simply not a good practice. This change will give all board members voting authority whether they have been elected or appointed. It will also assure that a board member’s authority is aligned with his or her responsibilities.

To give the board flexibility to fill desired skill sets, the new bylaws still allow up to one-third of the total directors to be appointed by the board.

3. Eliminating a requirement that the majority of board seats up for election be contested

The common best practice among boards, for- and non-profit alike, is for the board to identify, recruit and nominate the strongest director candidates to meet the organization’s needs. OIA, as a membership organization, will continue to seek qualified candidates from the membership and hold elections. And, while we may have contested elections, this is no longer a requirement.

Eliminating the need for a majority of elections to be contested will allow the board to put forth, for membership approval, the best slate of candidates to meet the organization’s needs at any given point in time. It is a significant time commitment to serve on OIA’s board, and finding qualified and committed candidates who represent a particular group and embody specific skills that the board needs at any given time can be challenging. Further still, finding those candidates and having them agree to serve if and only if they win a contested election reduces even further the odds of attracting and seating the best board.

4. Eliminating a requirement that only core members (supply chain companies) may serve as OIA board members

The OIA Board recognizes that it is essential to have a board composed of a strong and diverse representation of the industry we serve. The board will continue to work to maintain appropriate representation, but there will be times when outside perspectives (for example, public policy, sustainable business practices, media, or technology) will best advance the OIA’s strategic goals. In those cases, the flexibility to add the relevant skills is critical. We will continue to assure that there is strong commitment to the overall industry and organization from all board member candidates.

How will OIA approach defining and finding the skillsets/diversity it seeks for board members?
The effectiveness of OIA is linked closely to having a diverse and representative board that includes individuals with a variety of skillsets and expertise. The governance practices require regular assessment and evaluation of the relevant skills needed to meet the organization’s strategy. To do so we will seek to balance continuing board member skills, experience and representation while filling skill gaps with incoming board members. (See call for nominations for further information on this year’s candidate profile.)

How will we get to a smaller board?
Due to several directors’ terms ending and a few that have requested to vacate their positions for personal circumstances, we will get to a smaller board by August of 2015. We expect to have approximately 12 directors continuing and plan to add up to 5 more through elections or appointments in 2015.