The Nashville Area Chamber of Commerce has cut the size of its board of directors almost in half, from 69 to 34, and has re-crafted its committee structure in an effort to give lay Chamber members more leadership opportunities in Chamber policymaking.
The Board of Directors made the decision on a 49-1 vote in late June, adopting a comprehensive set of new governance policies and procedures in the same action. The Board, according to Chamber President Ralph Schulz, had become unwieldy, and many policy decisions about which the Board should have had a say were being made by Chamber committees and staff, Schulz said in a Thursday interview with The City Paper.
An example, Schulz said, was the Chamber’s decision to endorse the forthcoming downtown Westin hotel more than a year ago. Former Chamber President Mike Neal wrote a letter endorsing the project — a decision, Schulz said, the Board should have made.
“This Board is going to operate as a board,” Schulz said, while the new committee structure will “expand the sphere of leadership” within the Chamber and will give committees “a degree of independence that has never been provided to those groups.”
At the meeting this June, all board members who still had time remaining on their three-year terms kept their seats, while all board members whose terms expired that month left the Board.
The Board chairman can no longer appoint members to the Board on his or her own, there are no more ex-officio seats on the Board such as the one formerly held by the president of the Nashville Convention and Visitors Bureau and the Nashville Area Junior Chamber of Commerce. In addition the president, Schulz, no longer holds a Board position, although he will still attend meetings.
Under the new governance structure, the Board can have 21-43 members. All must be elected by the Board, and all face a two-term limit. Each term still lasts three years.
The board chairman, currently Zycron CEO Darrell Freeman, is now limited to two one-year terms in his or her seat, as is the Board vice chairman — currently Avenue Bank chairman Ron Samuels — who no longer becomes chairman by default when the sitting chairman’s term finishes. Samuels, because he was elected last year as chair-elect under the old rules, will still move automatically into the chairmanship next year, however.
With the vote, the Board eliminated most of its committees, although it maintained three standing committees — the Executive, Governance and Audit/Finance committees — and created a mechanism for chartering new committees — such as a proposed “Policy Advisory Committee,” a “Transportation Committee” and several reformulated area business councils.
Chairmen of the chartered committees — to replace, for the most part, the roughly 20 old Board committees — will be appointed by the Board beginning next year but will not have to be board members, as the previous committee structure required.
For example, Mike Schoenfeld — Vanderbilt University’s Vice Chancellor for Public Affairs — has been tapped to chair the Policy Advisory Committee, although he is not a board member, Schulz said. The Board intends to convene 17 chartered committees by August.
The committees will make policy recommendations to the Board and, in some cases, will be given leeway to undertake their own initiatives.
The new governance structure was drafted over the course of several months, beginning before Schulz became Chamber president, by a governance committee of the Board that was guided by local attorneys Gary Brown and Nancy Vincent. Schulz said the process was open and that the committee made several reports to the full Board as it progressed.