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Changes in BISG Board Role FAQ
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Changes in BISG Board Role, Composition and Size

Frequently Asked Questions

Why make a change now?

In 2016, the BISG board reviewed and revised its strategic plan, confirming four core objectives and two dozen related strategies. As it has worked to implement and measure progress against that strategic plan, it has found that the current structure and size of the BISG Board works against full engagement, at a time when the organization needs to move much faster to meet the changing needs of the publishing industry.

In April 2017 the BISG board created an ad hoc committee to evaluate the board’s role, composition and size. The committee learned that the effective association boards typically have 18 or fewer members. Comparable boards at other publishing associations (AAP, IBPA and AAUP, as examples) have 14 members.

A smaller governing body with clearly defined sector representation can develop the culture of clarity, governance, and data-driven decision making that is required to both set and refine strategic direction in a transforming market.

What happens next?

The full membership will be asked to ratify the bylaws changes at the next annual meeting of members, scheduled for September 25, 2017 from 8:30 a.m. until 2:30 p.m. at the Harvard Club of New York.

How many people serve on the BISG Board today?

The current Board has 33 members, including four officers, plus an immediate past president. Terms are currently three years in length. This is significantly larger than other book industry associations, which typically have about 14 members on their boards. Examples include the AAP, IBPA and AAUP.

How many people will serve on the new BISG Board?

Effective July 1, 2018, the reconstituted Board will have 14 members, with segment representation for publishers (5), industry service partners (3), distributors (2), retailers (2), libraries (1) and suppliers/manufacturers (1).

Within the publishing segment, membership is expected to include two trade publishers, one professional/education publisher and two ‘at large’ members. At least one of the five is expected to be a small or independent publisher.

Will the roles of Board members change?

As part of its review, the ad hoc committee defined several core responsibilities for sitting board members. While the responsibilities are not entirely new, they are documented in full for the first time, and they will be part of the process used to evaluate applications for board membership. These responsibilities include:

·      Conveying the interests of the segment they represent

·      Identifying segment-specific issues and opportunities

·      Recruit at least two new members each year, from their respective segment or another area of importance to BISG’s membership

·      Identify and secure one potential program brand partner or co-sponsor each year for BISG initiatives and events

·      Serve as an advocate for a BISG advisory group (described below)

·      Provide input on the annual budget and related business plan

·      Assist in obtaining funding, marketing support, venues, manpower, etc. to help support relevant, approved initiatives

·      Onboard and proactively mentor one new BISG board member annually, conveying BISG’S culture of involvement, results and accountability

·      Volunteer as needed to participate in problem-solving committees and task forces

·      Participate in an annual review and discussion of board performance

Are there term limits?

The new bylaws will limit terms. Members of the current board can serve multiple three-year terms without limit. The revised bylaws limit Board service to two consecutive two-year terms, after which the member must leave the Board for at least one year before re-applying for consideration by the nominating committee. The only exception occurs for a Board member who is elected chair.

In January 2018, an independent nominating committee will solicit applications, consider candidates and recommend a slate to the BISG Board. A slate approved by the Board will be put before the full membership for ratification at the next annual meeting of members, which will move from September to April, so that the full membership can vote on the recommended candidates, and the proposed budget.

Members will be able to challenge the Board-approved slate by standing as individuals or as a set of challengers. Ahead of each annual meeting, members who may want to challenge the slate will be given information about how to do so.

If a Board seat filled through this process becomes vacant before the end of an appointed term and the board elects to fill the vacancy, the nominating committee will be reconvened, applications will be solicited from the membership and a candidate will be recommended to the Board.

No. Terms for most members will expire on June 30, 2018. Five current board members (the four officers, who are Chair, Vice Chair, Treasurer, and Secretary, plus the immediate past chair) will continue in their roles until June 30, 2019. Terms for these five members were extended to provide for continuity in leadership as the new governance model is implemented.

Two at-large board members beginning terms in July 2018 will serve only a one-year term, in order to get BISG on a reasonable annual election schedule. The terms of half the board will expire in alternating years.

Current Board members may apply for consideration for any of the remaining nine Board seats. The nominating committee will evaluate their applications as part of the larger pool of candidates drawn from BISG membership. Some current Board members may be appointed to serve in the reconstituted Board.

How will the Association Advisory Council work?

BISG current has a number of members that are industry associations, but several relevant associations are still not part of BISG. Their voices may be critical to certain BISG initiatives.

This advisory council would consist of all associations whose work informs or is related to the book industry. Membership will require that:

  • A representative from the association participated in at least three of four quarterly meetings of the council; and
  • One or more representatives of the association joined a relevant BISG committee or working group.

BISG would work to serve as a convening entity for other book industry associations. The quarterly meetings would provide a cross-section of industry associations with a chance to describe opportunities and challenges, while the committee participation would ensure that these associations could contribute to work that would address those opportunities and challenges. A chair will be elected from within the advisory council and serve for a year.

How can I find out more about opportunities to participate with BISG?

A summary of all current and planned BISG member opportunities is posted on the BISG web site (bisg.org). These opportunities include participation on the BISG Board, as well as engagement in committees, working groups, advisory groups, webinars, programs, and events hosted by BISG.

How will these changes affect BISG’s committees?

BISG continues to maintain several member-led committees that meet monthly to discuss issues related to metadata, content structure, subject codes, identification, supply chain and rights. These committees are the primary resource for solving problems that BISG members and the industry face.

Recognizing the important role played by BISG standing committees, the Board will now invite all committee chairs to attend quarterly Board meetings as non-voting attendees.

How often does the BISG Board meet?

Regular meetings are scheduled quarterly. In 2017, meetings are planned to take place in January, April, July and September. In 2018, meetings are planned to take place in January, April, July and October. Other dates can be added, as needs dictate.

Do Board members receive a salary or stipend?

No. Board members are not paid for their service, and (where applicable) their travel expenses are not reimbursed.

Because the association draws its leadership from a variety of different types of companies, on occasion, a member of the Board may be hired to perform services for BISG. Bylaws require that the Board or its executive committee approve the decision to hire a sitting member of the Board, and any payments made to a Board member must be declared on the relevant Form 990.

BOOK INDUSTRY STUDY GROUP

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