Hi Alison,
None of my clients have such a provision (and I have a few clients in scientific/medical disciplines as well), but I have seen them a few times before. Unless the association is strictly an academic association, intentional exclusive of industry (which does not sound like their intention), then I would tend to agree that I find them a bit overly restrictive. I actually have two clients that were reviewing both their Board structures and their Bylaws a couple of years ago. Neither of them had such a restriction, but their Boards were so heavily tilted in the academic direction that they were trying to figure out how they could expand the other way and draw in more industry support and leadership. I can see reasons that they would want to do it, but in my personal (nothing to do with legal) opinion, most of those reasons would be if they wanted to move strategically in the direction of a pure academia focus. If that's the case, I would definitely suggest getting a good pulse of the membership before making such a move.
I certainly understand the fear about industry having more potential conflicts of interest, and to some extent that could be true (though there can be plenty of conflicts in an academic setting just as easily), but, in my opinion, the best answer to that is a robust implementation and enforcement strong conflicts of interest procedures. This includes not only asking for and recording conflicts of interest disclosures, but reviewing them and creating a culture among the Board and the Staff, as well any governance and/or legal support, where everyone understands conflicts of interest and thinks about them when any relevant decision or discussion arises.
I'm always happy to discuss further.
Thanks,
Andy
Nothing contained in the posting above should be considered to constitute legal advice or should be relied upon as such, and does not create an attorney-client relationship.
------------------------------
Andrew Goldman
Attorney
Law Office of Andrew D. Goldman, PLC
Fairfax VA
(571) 445-5168
Nothing contained in the posting above should be considered to constitute legal advice or should be relied upon as such, and does not create an attorney-client relationship.
------------------------------
Original Message:
Sent: Jan 12, 2024 03:38 PM
From: Alison Cockrell, CAE
Subject: Policy on Board Members from Industry
I posted this in the governance community and received no reply, so I'm trying here! Thanks for any help/guidance you can provide!
One of our client Boards (scientific/medical) is asking about prohibiting members from industry from being slated for Board positions (with an amendment to their Bylaws). We do not have any other clients with a policy like this, and it seems very restrictive. The voting levels of membership include professionals in the field, some of whom happen to be with industry (versus academia). Everyone is required to complete a conflict of interest disclosure, and we have a conflict of interest policy.
Does anyone else have some restriction like this in their Bylaws or policies? I appreciate any input you might have.
------------------------------
Alison Cockrell CAE
Principal, Director of Operations
Custom Management Group
Charlottesville VA
(434) 971-4788
------------------------------