Governance Structure: Current vs. Proposed

Structure	Current	Proposed
Bylaws	Designed when best practices for nonprofits included extensive details in their Bylaws. Change requires repeated, expensive, time-consuming amendments with two-thirds majorities.	Current nonprofit governance practices generally reserve bylaws for the organization's core structure. Current best practices for nonprofits include the details in Policies & Procedures. Changing needs can be responded to quickly. Changes are easier and less expensive to implement.
Membership Categories	Clinical Members Academic Members Community Members	No Change.
Board of Directors	Up to 56 voting Directors plus up to 52 non-voting Directors 56 voting Directors 4 Officers 38 Directors from 38 Societies 8 Directors-at-Large 2 Candidate Directors-at-Large 1 immediate past Secretary (3) past Presidents going back 5 years 52 non-voting Directors 38 Alternate Directors from 38 Societies 2 Directors from 2 Affiliate Study Groups Up to 2 Alternate Directors from the 2 Affiliate Study Groups 5 Directors from 5 Affiliated Study Groups Up to 5 Alternate Directors from the 5 Affiliated Study Groups	16 Directors 15 voting Directors 4 Officers 4 Directors 1 Assembly Chair 2 Assembly Representatives 1 Candidate Director 1 Psychotherapist Director 2 Public Directors 1 non-voting Director 1 Executive Director
How Board Directors Are Chosen	Elected by & from Affiliate Societies (per Society procedures) 38 Directors 38 Alternate Directors Elected by & from Affiliate Study Groups (per Study Group procedures) 2 Directors 2 Alternate Directors Elected by & from Affiliated Study Groups (per Study Group procedures) 5 Directors 5 Alternate Directors Elected by & from Membership 4 Officers 8 Directors-at-Large Elected by & from Candidate Members 2 Candidate Directors-at-Large Ex officio voting members Most recent past Secretary Up to 3 past Presidents (past 5 years)	Elected by & from Membership 4 Officers 4 Directors 1 Candidate Director 1 Psychotherapist Director Elected by & from Assembly 1 Assembly Chair 2 Assembly Representatives Appointed by Board 2 Public Directors Staff 1 Executive Director
Candidate Directors	2 Candidate Directors	1 elected by & from the Membership 2 Candidate Assembly Representatives
Psychotherapist Directors	0 designated Psychotherapist Directors	1 Psychotherapist Director 2 Psychotherapist Assembly Representatives
Executive Committee	4 Officers 4 Directors 1 non-voting Executive Director	4 Officers 1 Assembly Chair 1 non-voting Executive Director
Term Lengths	President: 2 years President-Elect: 2 years Secretary: 2 years. Can serve consecutive terms. Treasurer: 3 years. Can serve consecutive terms. 8 Directors-at-Large: 4 years each. Can serve consecutive terms. 2 Candidate Directors-at-Large: 2 years each. Can serve consecutive terms. No designated Psychotherapist Director No Public Directors No Assembly Chair No Assembly Representatives on Board No Assembly Representatives	President: no change President-Elect: no change Secretary: 4 years. No consecutive terms. Treasurer: 4 years. No consecutive terms. 4 Directors: term unchanged. No consecutive terms. 1 Candidate Director: 4 years. No consecutive terms. Psychotherapist Director: 4 years. No consecutive terms. Public Directors: 4 years. Can serve consecutive terms. Assembly Chair: 4 years. No consecutive terms. 2 Assembly Representatives on Board: 4 years. No consecutive terms. All other Assembly Representatives: 2 years. Can serve one consecutive term.
Board Committees	Standing Board Committees Executive Committee Nominating Committee IRRC MRRC Board committees not required by Bylaws Audit Committee Bylaws Finance Governance Committee Honorary Membership & Awards Human Resources and Compensation Committee Policies and Procedures	Standing Board Committees Executive Committee Board functions Must vote on Assembly items Audit Bylaws DEIA Ethics Finance Governance Honorary Membership Human Resources & Compensation IRRC Votes on IRRC recommendations MRRC Votes on MRRC recommendations Nominations Policies & Procedures
Board Committee Appointments	Only Board Directors can serve on Board committees.	Assembly Chair serves on ExCom.
Assembly	None. No guaranteed mechanism for Institute concerns to be heard & acted on by the Board. No guaranteed mechanism for Local concerns to be heard & acted on by the Board. No guaranteed mechanism for the concerns of Candidates, Psychotherapists, or other Designated Groups to be heard and acted on by the Board.	APsA's representative body, with: 1 Representative from each local Center or merged Society & Institute If the local group has a separate Institute & Society, they decide how to fairly take turns between an Institute member OR a Society member representing the group — or agree on a different procedure. 2 Candidate Representatives 2 Psychotherapist Representatives Representatives from other Designated Groups created by the Assembly Action items approved by Assembly must be considered, voted, and acted upon by the Board.
IRRC	Committee of the Board. Only Board members can serve.	Committee of the Corporation. All members can serve.
Applying Society	Only Societies, merged Society & Institutes, or Centers can be represented on the Board. Institutes have no representation on the Board.	Society or Group (independent of an Institute) applies directly to the Board. Institutes can have representation on the Board.
Applying Institute	Approved by the Board based on IRRC recommendations.	No change.
MRRC	Committee of the Board. Only Board Directors serve.	Committee of the Corporation. All members can serve.
Corporation Committee Appointments	Committees of the Corporation, Department Heads, Committee Chairs, and Committee Members appointed by the President.	No change.