Beginning tomorrow, members of the National Association for College Admission Counseling, better known as NACAC, will be invited to participate in the association’s annual member vote. Between July 16 and September 5, NACAC members will have the opportunity to vote to elect a new chair-elect of the Board of Directors along with three new directors. They will also be asked to vote on two proposed changes to NACAC’s by-laws.
Those two by-law changes, if successful, could make this vote the last of its kind. Don’t panic, NACAC is not abolishing voting. One of the proposed by-laws would change the Board of Directors to Board of Trustees, meaning that this could be the last time members vote for “directors” rather than “trustees.” The other proposed change would give the board rather than the membership the responsibility to elect the board chair, making this the last time members will have input in electing the organization’s top officer.
I am not a by-laws geek (those who know me will point out that I qualify for geekdom in a number of other respects), but I have nevertheless followed the proposed changes with great interest. I am a Past President of NACAC, and as a result the organization’s welfare is important to me. I am a language stickler, believing that precise communication and argumentation are important.
The by-law changes are being presented as “critical and necessary.” That may be the case, but I have found the rationales provided to be underwhelming and unconvincing. This post will attempt to examine and deconstruct the arguments presented for the two proposed changes.
Let me be clear on two things. First, I do not presume to tell anyone else how to vote. I trust the collective wisdom of NACAC’s members. Second, my comments are not intended as criticism of the current board or the NACAC staff. I appreciate those willing to step up and serve the association in leadership, and I respect Angel Perez as a strong voice for our profession and a prominent national face for NACAC.
These are perilous times for organizations like NACAC. The association had to pivot over the past five years, with the pandemic resulting in a significant reduction to its most significant revenue stream, the cash cow that was the National College Fair program. That has impacted NACAC’s ability to develop new programming initiatives. Even more impactful is the Trump Administration’s attack on higher education, from DEI to research funding to accreditation, posing unprecedented challenges to individual institutions, to our work, and to our country’s future. These times require NACAC to be nimble and innovative. That may include changing by-laws. I’m just not sure these particular changes are necessary or allow NACAC to better serve its members or the profession.
The overriding justification for the by-law revisions is to align NACAC with “best practices” in the non-profit and association world. The best practices argument can be both convincing and convenient. Who could possibly be against best practices? At the same time, a counseling friend of mine has dealt with a school principal who used “best practices” as a device to shut down any questions raised about policies or procedures.
I have asked several times exactly what those best practices are and how NACAC is in non-compliance, and I have yet to receive an answer. In the member webinar there was a mention that the changes have been inspired by several ad hoc committee reports, including a 2017 ad hoc committee on governance restructuring. When I asked if it was possible to see that committee’s report, I was told that there was no report, just recommendations communicated to the board, and that the board would have to decide whether to release those recommendations. Am I the only one who finds it odd that the work of a NACAC committee is not available to the membership? Isn’t transparency a best practice?
These proposed by-law revisions follow a major by-laws revision several years ago. If the changes reflect universally accepted best practices, why weren’t they part of the changes at that time? Or have the best practices changed?
Let’s look at the specific proposed changes, beginning with the proposal to have the chair-elect selected by the board rather than the membership. Investing the vote in the membership is a recent phenomenon, corresponding to the change from electing a President-elect for the association to electing a Chair-elect for the board. That change came with the abolishment of the NACAC’s legislative body, the Assembly. Its duties included electing the directors and president-elect.
Giving the election of board members and the President-elect to the membership was seen as a way to open the door to a broader spectrum of NACAC members to serve in national leadership and to make the organization more democratic (small “d”). As I recall it was even promoted as a “best practice.” So what’s changed?
The argument for moving to board election of the chair-elect, which apparently generated “robust” conversation, is, to quote the email announcing the proposed change, “By selecting its own chair, a nonprofit board strengthens its governance, aligns its leadership with organizational needs, and ensures an accountable and effective leadership structure and succession.”
It’s not clear why that is. How is a more insular selection process stronger? Has moving to a popularly-elected chair resulted in leaders who are not aligned with organizational needs? And to whom should the leadership structure be accountable?
At one point there was a suggestion in one of the webinars that it is challenging and perhaps unfair to expect a board chair-elect who has not already served on the board to get up to speed. I’m sorry, I don’t buy that. I became President-elect of NACAC shortly after the board expanded to include at-large directors, and I think the expectation was that only previous board members would move into the Presidential cycle. I proved that wrong, and didn’t find my lack of NACAC board experience an issue (Joyce Smith may choose to differ). I have always thought it is healthy for NACAC to bring fresh perspectives onto the board. As for serving in the chair-elect role, that’s why there is a chair-elect, to give the next chair a year to observe and participate in the work of the board and prepare to step in and lead.
Then there is the proposal to change from Board of Directors to Board of Trustees. Does that represent a meaningful change?
The email announcing the proposed by-law changes stated that “the change in nomenclature aligns and communicates the board’s fiduciary function,” while an email from NACAC’s governance department responded to a question by stating that “the work of the board aligns most accurately with a board of trustees. A board of directors is more often associated with corporate or for-profit entities.”
The fiduciary responsibilities of the board were mentioned several times as an important consideration in the changes. Some quick research into non-profit governance suggests that in some states having trustees rather than directors is necessary for legal reasons, but a board of directors has the same fiduciary responsibility as a board of trustees.
It is also not the case that boards of trustees vs. boards of directors is a function of non-profit vs, for-profit. The College Board, CASE (Council for Advancement and Support of Education, for which Angel Perez is a Board member), and ACCIS (Association of College Counselors in Independent Schools) all have boards of trustees, but reputable non-profits such as the American Council of Education and the American Red Cross have boards of directors. And an article about non-profit governance by a Georgetown professor who consulted with NACAC talks solely about boards of directors.
I hope that the change isn’t as simple as the belief or hope that board members who are trustees are therefore more trustworthy than directors. I also hope that the name change isn’t masking a more significant change.
Is NACAC becoming a fundamentally different organization? The non-profit website boardeffect.com has said that one key difference between board of directors and boards of trustees is that “A board of trustees primarily operates in an advisory capacity leaving decision-making to the senior leadership, whereas a board of directors is responsible for decision-making.” In the past five years NACAC has abolished both the Assembly and its standing committees, a structure that allowed members to serve in leadership roles. The reality is that NACAC can no longer subsidize that kind of structure, but the consequence is that NACAC has become less a member-driven association and more a board-driven and staff-centric inside-the-Beltway association, increasingly disconnected from membership in decision-making. I hope this isn’t another step down that path. I found one comment made during the June 9 webinar for members troubling. Members were encouraged to “learn more about the candidates and how their experience and expertise will serve the Board of Directors.” Shouldn’t the focus be not on serving the Board, but rather serving the membership and the profession? That’s a small but meaningful distinction.
The proposed by-law changes may be necessary, but I’m far from convinced they’re good.