Governance at AIA

Rules of the board

AIA Bylaws

AIA Annual Meeting

AIA Governance Task Force

What is the task force doing?
We're conducting a governance assessment—a comprehensive review of AIA’s governance structure to ensure it supports transparency, communication, and trust across AIA.

Why was the task force formed?
The 2024 AIA membership passed a resolution to study whether the current governance model still meets the needs of the membership and reflects AIA’s diversity.

Who is involved?
The task force includes leaders from various parts of AIA and is supported by AIA staff and an external governance consultant.

Strategic planning

Who will serve as the forward-thinking body for AIA?
The proposed joint Strategic Planning Committee, co-chaired by a member of the Board of Directors and a member of the Strategic Council, creates a collaborative pathway for setting and managing AIA's strategic direction. The committee is intended to be evenly comprised of board members and councilors, ensuring the council has a direct role in shaping strategic priorities. The committee would maintain a regular cadence of longer-range visioning (typically every three years). Between planning cycles, the council, Knowledge Advisory Forum, Knowledge Communities, and other constituency groups would continue to surface emerging trends and work across AIA's bodies to act on priorities.

Board composition and committees

Would future candidates for the board need to be approved by the Candidate Development Committee (CDC) to run?
No. The CDC does not approve or select candidates. Its revised role is to serve as a proactive leadership development body, working with the component network and constituency groups to build a stronger leadership pipeline within AIA. This group will also help identify competency gaps in the candidate pool and identify training and leadership development opportunities for leaders.

Does the new board committee structure limit the ability to start task forces or board-level committees as new issues arise?
No. The proposed changes streamline existing board committees and provide clearer annual charges, but do not limit the ability to stand up new task forces or committees. In any given year, the president could create a task force or committee, drawing members from across AIA, to address an emerging issue.

Is the Public Director a voting director?
Yes. Currently, the board has two Public Directors with voting rights. In the proposed model, there would be one Public Director, and they would retain voting rights.

In the recommended board restructure, would the president only appoint one ex officio seat?
The president would have one appointed seat: the Public Director. However, this is not an ex officio seat. "Ex officio" means someone is seated by virtue of their title or position. In the proposed model, the only ex officio seat is the EVP/CEO, who serves as a non-voting member, which is unchanged from the current model.

There are no direct voting seats from state components on the board. Can you clarify the thinking behind this?
The task force believes every board member, not just a designated representative, should be thinking about components and member voices. By reinforcing this through revised roles and communication expectations, the goal is to embed the member's voice throughout the board's work rather than limit it to a single seat.

Has there been consideration of adding board seats for the Small Firm Exchange (SFx) and Large Firm Roundtable (LFRT)? 
The task force considered different models and potential seats for constituency groups. These recommendations reflect the desire to maintain the competency-based board model while preserving seats for groups whose voices are valued in board meetings but who otherwise do not have clear pathways to the board. NAC, AIAS, International, and YAF are examples of this. Specific SFx and LFRT seats are not included in the current preliminary recommendations, as practice-type and firm-size diversity will be a primary goal of the Candidate Development Committee, encouraging candidates at-large as well as through the Strategic Council and Knowledge Advisory Forum as pathways for these voices to influence board decision-making.

Strategic Council

If the intent is for the council to no longer be self-governing, how will it be governed? 
Today, the council largely manages its own leadership appointments, sets its own priorities, and determines its own work products and timelines. Through the task force's research, we consistently heard that this has led to misalignment between the council's work and AIA's strategic priorities, and to frustration among councilors who do not feel heard or valued. Further, the board has not always been positioned to act on the council's recommendations due to timing or the cadence of decision making.

The proposed changes preserve the council's autonomy in how it executes its work, while creating a clearer framework around it. The intended outcome is to improve alignment with AIA's strategic plan, create greater consistency across leadership transitions, and establish clearer mutual expectations between the board and council regarding communications and the timeliness of responses. The task force is committed to developing the specific operational details in collaboration with the board, council, and staff.

How was the work of the Strategic Council's 10-Year Evaluation Study Group represented in the current proposal? 
The task force recognizes the significant volunteer effort behind the 10-Year Evaluation Study Group's work and reviewed it closely. Several elements were incorporated into the preliminary recommendations, including the joint Strategic Planning Committee and the preservation of the state-based representative model for the council, both of which were broadly supported in member feedback. The bicameral shared-governance model, in which the council and board would co-share responsibility for decision making and setting the strategic direction of AIA, was not advanced due to concerns that dual decision-making authority would slow the governance process and create confusion about where ultimate accountability lies.

Implementing change

What is the mechanism to approve any changes?
It depends on the type of change:

• Culture and process changes (e.g., communication norms, governance training) do not require a delegate vote and can begin once the board approves.
• Policy changes (e.g., board committee charges, the Knowledge Advisory Forum) require a board vote but not a delegate vote.
• Bylaws changes (e.g., board composition) require a delegate vote at the Annual Business Meeting.

The current plan is to continue stakeholder engagement through spring 2026 and share an informational update at the June 2026 business meeting in San Diego. From there, the task force anticipates a transition period with continual learning loops and feedback to ensure that any new processes, cultural changes, and structural adjustments meet their intended goals.

Will these changes make the organization more financially efficient to a point where we could reduce dues?
The task force has not yet evaluated the financial implications of these changes. Once we gather stakeholder input and make refinements, we will conduct a full financial analysis of the implementation and operational costs. That said, by reducing duplication and better aligning work across governance bodies, the recommendations aim to make AIA more effective in deploying its resources.