At its recent annual meeting, the Board of Directors voted to amend and restate the By-laws. This was the most important change since the consortium was chartered in 1957. The Board also adopted a transition plan that puts the new structure in place on 1 July 1996, on an interim basis. Finally, it created an "interim" Board and empowered it to oversee the transition and to conduct the affairs of the corporation for one year until a new Board, elected at the next annual meeting, takes over on 1 July 1997.
The new Board will have thirteen Directors, a number that will not change if additional member institutions join. Twelve will be elected by the "member representatives" and will serve staggered three year terms. The other will be the President, ex officio.
The member representatives who are appointed to AURA by the member institutions will be "stake-holders" in the consortium. Member representatives will meet annually, will hold the Board accountable, and will elect the new Board. Representatives from international affiliates will have an equal voice on all matters.
From 1 July 1996, until 30 June 1997, the Executive Committee as elected or designated in April 1996 will serve as the Interim Board. The old Board will become the "Member Representatives," which include the present Directors-at-Large until their terms expire during the next three years. Councils will continue to provide oversight and advocacy for the Centers: the Observatories Council for NOAO and the Space Telescope Institute Council for STScI. Their functions remain the same. Councilors will be elected by the new Board and will come from among the member representatives and from the broader astronomy community.
The restructuring has several effects: the new Board will be smaller and can, as a whole, act more decisively because it will number thirteen instead of the former forty-one (twelve Directors-at-Large, one Director from each of twenty-eight member institutions, and the President ex officio). In the new Board, all Directors except for the President will be elected. By contrast, only twelve "Directors-at-Large" in the old Board were elected, the remaining twenty-eight were appointed, one by each member institution. When the member representatives elect the new Board, they will have greater flexibility: only four of the twelve new Directors must be from among the member representatives, and only four must be from outside that group. By comparison, the old Board includes only twelve elected "Directors-at-Large" while twenty-eight were appointed.
The Board strengthened the roles of international affiliate members and their representatives by giving them voting rights. It was its intent to give international Directors and Councilors the same roles as their US colleagues. This intent could not yet be fully implemented so as to avoid jeopardy to the consortium's tax exempt status and to its obligation as contractor with the US Government to ensure that it cannot come under "foreign control." However, the Board will shortly consider appropriate steps to accommodate its intent.
As a consequence of the restructuring, perceptions of conflicts of interest should be less likely to arise. First, appointment to AURA by a member institution no longer automatically places the appointee on its Board of Directors; it makes her or him a member representative with a voice and a vote in electing the Board. Further, because each new Director will be intimately involved in the affairs of the consortium, she or he will be more aware of situations in which perceptions of conflict of interest could arise.
The Board's action was preceded by in-depth analysis and recommendations by a special committee that was chaired by former Director and Vice Chair Dick Rossi and included Vice Chair Dick Zdanis, former Chair Bob MacQueen, former Director Bob Kraft, current Director Art Walker, and Morton Roberts.
The Board and several of its committees reviewed the advice during the past year and adopted a comprehensive restructuring proposal at its special meeting in January 1996. Extensive revisions of the By-laws, and a transition plan, were developed this spring. The Board acted at its regular annual meeting on 23 April 1996, on the eve of the sixth anniversary of the launch of the Hubble Space Telescope.
Goetz Oertel