Keys to a Successful New Governance Structure

The National Asphalt Pavement Association had an overstuffed, outdated board. The fix came thanks to some patience—and attention to what kind of engagement members need.

When Audrey Copeland became president and CEO of the National Asphalt Pavement Association in early 2019, she had the full support of the board. Thing is, the board itself was very full: Thanks to an antiquated governance structure that harked back to days when membership was made up of small local operators, the trade association’s board included a representative from every state as well as a more traditional executive committee.

If it went quickly there would not have been unanimous support.

“The bottom line is that with a geographic-based board, with additional at-large members and officers, we were at anywhere from 65 to 80 board members,” Copeland said.

That fluidity in those numbers spoke to one serious problem with NAPA’s governance: With a group so sizable, attention—and even attendance—could be thin. “You just could not have good strategic discussions in those meetings,” she said. “Either people weren’t willing to speak up in such a big room, or it was just very difficult to get everyone on the same page.” Board meetings tended to be more focused on report-outs than strategy discussions. Attendance rates could be as low as 60 percent.

Copeland’s arrival provided an opportunity for leaders to finally express interest in a change, and in late 2019, NAPA convened a task force to reassess its governance. That process began with research into how members perceived NAPA’s governance, and a key term that kept coming up was engagement. “Each state has a representative director, but people felt that we’re not properly engaging the state director.”

State-level engagement was important because, while NAPA doesn’t have chapters or allied associations, most states have their own asphalt-industry association, and they often seek NAPA’s leadership and alignment on advocacy issues.

To streamline the board while still preserving relationships on a state level, NAPA pursued a new governance structure that moved those state representatives to an advisory council that no longer had formal board duties. However, to preserve local input, NAPA created a regional structure that brings four regional representatives into the new board. The new governance structure formally begins in January 2022.

State leaders didn’t bristle at having their board duties rescinded, Copeland says. Indeed, the new governance structure passed unanimously. She credits that success in part to the disruption of the pandemic. Working from home allowed more leaders to be available and deliberative. “That helped gain more buy-in,” she said. “I think if it went quickly there would not have been unanimous support.”

Within that more deliberative environment, Copeland could spend more time talking one-on-one with leaders. “It was important for them to be heard, for them to say, ‘OK, they’re listening to us, I have faith in this structure.’”

NAPA’s new board is still sizable—the approved bylaws sets a cap of 30 board members, shifting depending on the number of at-large members. But Copeland said the association is now better-positioned to align with state associations on advocacy, and be more forward-thinking, using the momentum from the just-passed federal infrastructure legislation to think about next steps. “Now we can pivot to climate stewardship,” she said. “We can help members say, ‘This is what I need to be doing at my facility or operation, to address the climate challenge.’ We can find more efficient ways of educating our members and decide what to prioritize.”

(akinbostanci/iStock/Getty Images Plus)

Mark Athitakis

By Mark Athitakis

Mark Athitakis, a contributing editor for Associations Now, has written on nonprofits, the arts, and leadership for a variety of publications. He is a coauthor of The Dumbest Moments in Business History and hopes you never qualify for the sequel. MORE

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