Constitution, Bylaws Changes to be Voted on During 2006 Elections
Issues Involve Board Composition and ACAS Voting Rights

MIAMI BEACH, Fl.—The CAS Board of Directors will propose a series of changes to the CAS Constitution and Bylaws for the Fellows' approval on the 2006 ballot, based on resolutions passed during the meeting of the board held here on March 9-10, 2006.

The proposals, if passed, will make two important changes in the way the CAS is governed. The first change will create a class of "appointed" board members consisting of up to three additional board members to be selected by the board. The second change will grant Associates (with five years' experience post-Associateship) the right to vote in elections and to serve as directors and officers. The board will also propose making the CAS Executive Director an official member of the CAS Executive Council, recognizing her current de facto status. The balloting on each of these proposals will take place in conjunction with this year's elections, from August 1 through September 1, 2006.

The proposal to create a new class of board member was developed by a special Governance Issues Task Force made up of present and former board members, including three past presidents of the CAS. The board created this task force to recommend the role of outside representation in the CAS governance process. The task force gathered input through many interviews and considered current trends in association governance in order to reach its conclusion that the CAS would benefit by having nonactuary board members.

The task force report to the board stated that broader input is always better in setting strategy and policy, and noted that most directors have been extensively involved in the CAS management process, which increases the risk of inward thinking. Nonactuary directors would be likely to ask questions about why the CAS functions the way it does and whether the CAS has tried ideas from outside the profession. The task force pointed out to the board that prevailing ideas of good governance applaud this approach and that the move will position the CAS in a forward-looking way among professional societies, especially actuarial organizations. Based on the discussion at the board meeting, and as recommended by the task force, it is envisioned that the board would initially fill only two of the three positions by appointing one nonactuary plus the American Academy of Actuaries-Vice President, Casualty. The types of people who would be considered to fill the nonactuary position include:

• People who "ask questions" for a living such as an attorney involved with governance, corporate law, or associations;
• People with particular expertise such as an academic, insurance executive, or regulator;
• People with leadership experience in other professional societies.

While the primary motivation for the appointed positions is to allow nonactuaries to serve on the board, the positions would not be restricted to nonactuaries. In the future, the appointed positions could be used for actuaries in regulation or actuaries from Canada or other countries if the board considered that use of the position(s) in this way would benefit the CAS.

Another of the task force's six recommendations would also require a change to the CAS Constitution. The task force recommended that the CAS Executive Director be officially designated as a member of the CAS Executive Council. The board agreed that since the executive director is effectively a member of the executive council already, this change would simply formally recognize what is happening in practice. This change would position the executive director role more in accordance with standard professional society practice.

The task force report is available on the CAS website.

In addition to changes recommended by the Governance Issues Task Force, Fellows will also be voting on proposed revisions to the CAS Constitution and Bylaws that would grant some Associates the right to vote, to stand for election to the board, and to hold officer positions. These proposed revisions have their genesis with the September 2003 CAS Board of Directors meeting when the board formed the Task Force on the ACAS Vote. The charge of this task force was to "investigate the advantages/disadvantages and to develop a recommendation regarding whether the current CAS Associate should be allowed to vote and whether other differences between CAS Fellows and Associates should exist, including differences in dues and the right to hold officer positions." The task force presented its report to the CAS Board of Directors at the May 2004 meeting. The report is available on the CAS website.

Some of the considerations identified by the task force for recommending the changes included:

• Current and historical sizes of the Associate population with recognition of the increasing number of Associates who have stopped taking exams and will not achieve Fellowship ("career" Associates). There are currently 962 career Associates (those who have been Associates for five or more years) and 2,787 Fellows;
• Identical practice rights granted to all members of the CAS by the American Academy of Actuaries. This position is supported by the NAIC and virtually all state insurance departments;
• History of significant contributions by Associates to the CAS and the actuarial profession; Lack of real representation within the CAS for Associates, while paying full dues.

CAS members will be hearing much more about these governance initiatives in the coming months, and detailed information, including the actual wording changes that will be voted upon, will be available on the CAS Web Site in June 2006.