Get Ready to Vote on Updates to ASCA’s Bylaws

In this episode of the Advancing Surgical Care Podcast, ASCA Chief Executive Officer Bill Prentice talks about several proposed amendments to ASCA’s bylaws that voting representatives from ASCA facility members will be asked to vote on between November 17 and December 13, 2023. In total, there are nine amendments covering five subject areas that ASCA members will be asked to approve in a single ballot question. The amendments clarify the definition of a voting member of ASCA, align nominations and elections to the ASCA Board of Directors with best practices of modern trade associations and simplify the process for future amendments to ASCA’s bylaws. The proposed amendments have already been unanimously approved by the ASCA Board of Directors. Voting representatives from ASCA facility members are now asked to familiarize themselves with the proposals and vote to affirm the changes by December 13, 2023.

Transcript

Narrator:   0:01
Welcome to the Advancing Surgical Care Podcast brought to you by ASCA, the Ambulatory Surgery Center Association. ASCA represents the interests of outpatient surgery centers of every specialty and provides advocacy and resources to assist them in providing safe, high-quality, cost-effective patient care. As with all of ASCA’s communications, please check to make sure you are listening to or viewing our most up-to-date podcasts and announcements.

Charlie Leonard:   0:27
Hello, and welcome to the Advancing Surgical Care Podcast. My name is Charlie Leonard. I'm a member of the ASCA Public Affairs team and the host of this episode. In just a moment, I'll be joined by ASCA’s CEO, Bill Prentice. The purpose of this podcast is to talk about several changes that have been proposed for the ASCA bylaws. In all, there are nine amendments covering five subject areas, and ASCA members will be asked to vote up or down on all nine amendments in a single ballot. Voting will open on November 17 and close on December 13, 2023. Like any organization, ASCA will need a threshold percentage of members voting to ratify the changes so please make sure you take the time to cast your ballot. With that introduction, Bill, let me welcome you back on the podcast.

Bill Prentice:   1:13
Thanks, Charlie. Happy to be here and happy to explain these bylaws.

Charlie Leonard:   1:17
Bill, before we get into the substance of the proposed amendments, I think it would be helpful to ASCA members if you could explain why these amendments are being proposed in the first place, how they were drafted, and how these amendments comport with the best practices and other leading trade organizations.

Bill Prentice:   1:31
Well, sure, thank you, Charlie and I think that the last part of your sense gets to the heart of this, which is that ASCA, like any other good association, is always looking around at what the best practices are in terms of how you comport and how you run association, and reviewing your bylaws from time to time to make sure that they're reflective of, you know, what the association needs to do, and allows the association to operate efficiently, is a really important element of that. And that's really at the heart of these bylaws amendments, in terms of you know, how they came about, the ASCA board has a governance committee that actually looks at the governance of the association to make sure again, that we're operating efficiently and in the best interest of the membership. And that governance committee reviewed our bylaws over the last year, determined that there were a number of places where things could be improved, made those recommendations to the board, the board unanimously approved them. And now the process is to put them before the membership, which again, is part of the bylaws that requires us to for any change of them to put a vote before the membership, and we need 10% of our voting representatives, essentially 10% of our membership, to approve this change in order for it to take effect.

Charlie Leonard:   2:50
Thanks, Bill. With that introduction, let's start by addressing the two amendments that would create a couple of new categories of membership. What specifically are members being asked to approve here and why?

Bill Prentice:   2:58
Right. Well, one of them is something that has come up over the years, which we've had ASCA members, people working in ASCA facilities who have retired, but want to stay kind of involved in ASCA, want to see if they can still help us out in some capacity as an individual. So, they're no longer linked or associated with a member facility. So, the thought would be to create an individual membership that the board could set the parameters for that would allow for somebody to still be involved in ASCA if they're no longer working in an ASCA facility because of retirement. And then the second category has to do with our ASCA affiliates can essentially the vendors that members would see in our exhibit hall or sponsor our events, or advertise with ASCA, and to allow them because of their broad support for the ASCA community to create a membership class for them, again, with some different parameters about what they be allowed to vote on, they wouldn't have the full right of membership, like an ASCA facility, but would allow them to be part of ASCA, contribute to us financially and help us to succeed in the mission of ASCA to support the ASC community.

Charlie Leonard:   4:10
Okay, Bill, I'm going to ask that we take a short pause, we're going to hear a brief message from our podcast sponsor. Please stand by and we'll be right back.

Narrator:   4:18
This episode of the Advancing Surgical Care Podcast is brought to you by AMSURG, a national leader in the strategic and operational management of ambulatory surgery centers. AMSURG partners with more than 2,000 physicians and health systems and more than 250 ASCs operating in 34 states. Learn more by visiting amsurg.com.

Charlie Leonard:   4:40
Okay, Bill, let's move on to the next two amendments. As I understand them, they are intended to better define the voting representatives of ASCA. Is that correct?

Bill Prentice:   4:46
Yeah, that's a place where the bylaws were a little bit murky and not particularly well written in some ways where they, they would use the term voting representative in some instances and then designated representative in others and quite honestly, in our communications out to our members, we sometimes have to use the one term or the other term. It was a bit confusing and really at the heart of it that the same person so, the whole idea here is just simply to clarify that there's only the one category of, of determination of who we're talking to, and it's the voting representative.

Charlie Leonard:   5:21
Okay, moving around the four amendments on the ballot, we'll deal with the composition, the nomination, and basically the overall organization of the ASCA board of directors. Can you explain each of these changes, maybe, again, provide some references as to what we know about best practices and other trade organizations?

Bill Prentice:   5:39
Well, yeah, thank you. This is, I think the heart and probably the most substantive change that's in this bylaws amendment that will be before our members. And this gets to the fact that, you know, we're actually a trade association and, and to have the membership vote on board members, the way that we have done so far really doesn't comport with the way most trade associations operate. And that it is more common to have the board create a process, a transparent process, that would involve the membership, but it will allow the board to select, you know, new board members, without going through the laborious process of trying to get this 10% of the voting representatives to vote on those candidates. And this speaks to the fact that as anyone who has voted for our board members in the past that we ended up having to send out email after email to try and get people to vote, to reach that bylaws required 10% number, which clearly indicates this is not a big priority for most of the membership. And so, this is the idea of these amendments is to create this internal process but again, to allow for transparency so that anyone in the ASC community who's a member of ASCA, who wants to serve on the ASCA board will have an opportunity to put their name forward. And also make sure that before anyone is appointed by the board to be a new board member, that the membership would have some time to review those potential board members provide us with their thoughts or feelings about this potential new board members, so that's the heart of it. There's some other little permutations in terms of, for example, we in the past had had a board vacancy for one reason or another, you know, a board member needs to step down because they've left the ASC community or for health reason or something other than that, just to make it clear that if the board appoints somebody to fill that unexpired term, that unexpired term doesn't count to the two-term limitation that is in our bylaws, and then which we will continue to have. So, there's still going to be routine turnover of board members, because there's going to be a two-term limit.

Charlie Leonard:   7:51
Okay. So, the last proposal, interestingly enough deals with the process of actually amending ASCA’s bylaws, can you explain this proposal and why it's become necessary to ask for this change?

Bill Prentice:   8:02
Yeah, and again, this is trying to make our bylaws comport with the current, you know, best practices for trade associations, and again, having to go out for the membership to have this 10% of the membership vote on a bylaws change is just not current with the way most trade associations operate today, and that it is more efficient and better to have the board vote on or make any bylaws changes that are necessary to keep those bylaws current with best practices, and to allow for the association to represent the membership in the best way possible. So, this would be if the membership votes on these bylaws changes, and we get that 10% vote, this would be the last time we would have to go through this process in order to make a bylaws change going forward.

Charlie Leonard:   8:51
Okay Bill. So again, we have nine changes in all and to be clear, you and the board unanimously are recommending that the members approve this?

Bill Prentice:   8:59
The board unanimously does support these changes. And to be clear, as you mentioned at the outset, they'll just be one up or down vote on these nine changes. So, the memberships not going to have to vote on each of these nine different elements, which would be kind of confusing and laborious. And what we're really hoping for is that, you know, as you mentioned, we have about a month from when this proxy ballot will go out until we're hoping it's returned so that we can actually effectuate this change, that folks will just respond to this email as soon as they get it, hopefully vote for these changes, since they're I think they're in the best interest of ASCA and the membership and then we can move forward.

Charlie Leonard:   9:39
Okay, the last I think I'll add that as always, we encourage members if they're looking for additional information, please contact us or go to the ASCA website. And in addition, we'll be sending out some supporting information ahead of the balloting.

Bill Prentice:   9:51
Exactly Charlie, just on that last point we will be sending out a redlined version of the bylaws so a member can see where each of these changes would take effect. There also, we've prepared a little grid, showing the nine changes with the current requirements are, what we're looking to change and a rationale for each of those changes along the lines of what we've talked about. So, plenty of supporting materials for our members to look at to make sure they know what they're voting on. And certainly, if they still have questions, they're welcome to reach out to ASCA or reach out to me and I'm happy to talk to them about it.

Charlie Leonard:   10:27
Great. Well, thank you. I think that sort of wraps it up. I do want to say that before we sign off, we always like to once again thank our podcast sponsor AMSURG, a leading ASC management company. To learn more, visit amsurg.com.