What about our association’s house of delegates?
| September 16, 2020
“What about our house of delegates?” It can be a sensitive question, especially in the presence of the speaker of the house and delegates.
Some leaders support the house as being essential to representing member interests. Others characterize the body as outdated, unnecessary, and costly.
This summer a board member rose to tell colleagues, “I attended the house several times and found it to be a waste of time. I don’t recommend participation to any emerging professional.”
An association executive described the house as a “continuous tug-of-war. Our HOD includes delegates representing affiliated organizations. Not all those organizations include our dues paying members. Thus, the house is crafting policies and causing expenditures that impact our association’s budget.”
This article offers pros and cons for a house of delegates (HOD) and describes strategic alternatives.
Body of the House
Defined in government, a house is the lower body of two chambers. Virginia and Maryland both refer to their larger legislative body as a House of Delegates.
The American Bar Association (ABA) describes its house as the policymaking body of the association. The more than 500 delegates meet twice a year.
The large size is intended to represent all member interests. The house is usually larger than the board of directors, some ranging from 100 to 600 delegates.
Composition might come from a formula, such as two delegates per state and territory, or based on the number of members in a chapter.
Members of the body are called delegates. A delegate is as a person authorized to act as a representative for another. Some HODs allow for alternate delegates. Delegates are expected to caucus with constituents, attend HOD meetings, represent their interests, and report back.
The American Medical Association (AMA) house includes more than 600 delegates and a corresponding number of alternate delegates. They meet twice per year to establish policy on health, medical, professional and governance matters, as well as the principles within which the AMA’s business activities are conducted.
The powers of a house are prescribed in bylaws. Usually a house has authority to develop policies and positions, and sometimes purview over nominations, strategy, and budget.
IRS Form 990 does not reference a house of delegates in the information return for exempt organizations. It is believed less than 5% of U.S. associations have a HOD.
The IRS defines the governing body as, “The group of one or more persons authorized under state law to make governance decisions on behalf of the organization and its shareholders or members, if applicable.”
Through state law, associations are designated as not-for-profit corporations. Board members serve as trustees with fiduciary duties.
The average size board is 15 directors. The smaller size allows for meaningful conversations and consensus. Most boards are covered by directors’ and officers’ liability insurance and may have indemnification described in the bylaws.
At a recent board meeting the chairman urged, “We need a governance structure and process that best serves our membership.”
Associations are checking the layers of governance, filters, and blockages to information flow, return on investment, and timeliness of decision making. The process is a “governance efficiency review.”
The American Institute of Architects (AIA) has transformed its house to be a “Strategic Council.” Persons who would have been delegates to the house are tapped to serve on the strategic councils.
Strategic councils are convened as needed for specific purposes. The councils have an advisory role to the board.
AIA Florida describes its strategic councils as advancing the profession by informing the board of directors on issues and opportunities. Responsibilities may include identification of matters for consideration, review, and developing recommendations.
Vicki L. Long, CAE, executive vice president at AIA Florida, explains, "Unencumbered by fiscal or operational concerns, the strategic council is free to examine mid to long term, expected and unexpected disruptions to both the association and the profession. It allows for ongoing visioning to help guide proactive policy development."
Another executive director offered, “Our HOD would be a great body to brainstorm ideas and situations in order to provide strategic feedback to the board and staff.”
The National Association of REALTORS® (NAR) created STAC, the Strategic Thinking Advisory Committee. They are a diverse group of members representing a wide range of disciplines to study articles, trends, and data to assess and report on a changing industry landscape.
Pros and Cons
Passions may rise when discussing a house of delegates. The discussion should be based upon rationale and reason.
There are advantages to having a house of delegates.
Broad Input: Input to the HOD should be diverse. The larger body can be made up of varied perspectives and interests. A small board may not benefit from such diversity. Members must feel the HOD genuinely represents and acts on their interests.
Engagement: The house affords increased engagement. Many of the delegates are past presidents willing to continue their leadership and some emerging leaders will be identified.
Wisdom: The house captures the wisdom of seasoned leaders. As an alternative, some associations appoint a “rusty trustee” to their board to provide wisdom.
Processes: Mechanisms to receive, process and report information to members are critical. Delegates should have channels of communication to invite member input prior to meetings.
Future Leaders: The house can identify and develop future leaders to fulfill board and committee positions.
There may be some disadvantages to maintaining a house, a body often implemented more than 100 years ago.
Speed of Communication: “Instant communications has lessened the need for our HOD,” a board member said. Technology allows for member input 24/7. The demand for consensus can’t wait months or a year.
Expense: HOD meetings require space, food and beverage, notices and handouts, staffing, travel, and audio-visual. The cost is reported to members in financial reports and on IRS Form 990 as governance overhead.
Worth: The time contributed by delegates has an estimated worth. For example, 100 delegates valued at $100 an hour, for a four-hour meeting translates to $40,000. Combine direct expenses and worth to consider return on investment.
Creep: The board is the governing body with legal authority. Sometimes a house wrongly believes they have oversight of the board and organization.
Continuity: Is there continuity if the house meets only once or twice a year? In an HOD with “alternates” in attendance, do they have the information essential for effective representation and recommendations.
Training: Delegates must be trained in procedures and get “up to speed” on issues. They should receive leadership manuals, be briefed on history and culture, understand structure. It takes time to get the body aware and engaged.
Layers: The house adds a layer to governance processes. In an age where answers are sometimes needed immediately, a board cannot wait until the house convenes.
Role Confusion: Does the “buck stop” with the board or the house? Not-for-profit corporate law vests authority with the board. A HOD may think it has final authority for the organization, although most accountability and liability rests with the board of directors.
Quorum: A quorum is usually defined as a majority (51%), required to conduct official business. Some organizations have reduced their minimum quorum to 30 or 40% because it is hard to convene the large body of delegates.
Rubber Stamp: Policy decisions require speed and intensity. Delegates may feel they are convening once a year only to rubber stamp board and committee recommendations.
Blockade: A house can squash a program or idea by refusing to hear it, running out of time, or focusing on its own priorities.
Discussing the HOD can feel political and sensitive. Weigh the purpose, efficiency, resource allocation, results and consider future models of governance.
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