Kristy L. Weber, MD


Published 8/1/2019
Kristy L. Weber, MD

Governance: What and Why Now?

AAOS is in a time of dynamic change. It is critical for organizations, whether for-profit or not, to regularly evaluate their strategy, governance, and core values to stay relevant.

The Board of Directors took a deep dive in the areas of strategy and governance in 2018, culminating in the approval of a new five-year Strategic Plan in December 2018 and adoption of governance principles in September 2018 (both documents are available at After a comprehensive review of AAOS’ culture, new core values were also adopted in May, which are integral to the Strategic Plan. These documents are necessary to support a highly functioning Board and organization; without them, lack of focus, direction, and process will result in some measure of dysfunction.

With these new guideposts in place, the path to our new vision is clear. Along that path are strategic goals to improve member experience; focus on quality and value; and evolve the governance of AAOS to be more strategic, innovative, and diverse.

Governance plays a key role in how we do business and exercise the authority and influence of the Academy. It involves the rules, regulations, and processes that allow for optimal decision-making and outlines the structure of the organization so that it supports the strategic direction.

The last time there was a major evaluation of AAOS governance was in 1994, with additional structural changes between 2002 and 2005. David A. Halsey, MD, AAOS past president, spearheaded this current effort in 2018 with the appointment of a Board task force, working with an expert governance consultant for nine months to develop conceptual governance principles. The principles identify the “what” prior to determining the “how” of actually implementing changes in process or structure.

According to Jamie Orlikoff, one of the leading experts on organizational governance, principles should be conceptual enough to provide flexibility and specific enough to provide direction to the Board. Through these governance principles, the values, history, culture, beliefs, and traditions of AAOS are balanced with changing external conditions and strategies.

Some of the new AAOS principles (see sidebar) are general, whereas others are quite specific, and they represent the most important values of the AAOS Board regarding governance. The conceptual principles are expressions of what is to be preserved, as well as changes that will take place. During deliberations, the task force identified and discussed attitudes, beliefs, and “sacred cows” of the participants. The final principles form the foundation for specific governance improvement recommendations that will be integrated and holistic.

This process will allow the AAOS Board to improve the whole dynamic of governance, as opposed to a piecemeal approach that tweaks some of its parts.

A closer look at the principles notes that Nos. 1 and 2 relate to the AAOS mission and vision, respectively. Members are the primary stakeholders, and we will need to engage the entire care team to achieve our vision to be the trusted leaders in advancing musculoskeletal health.

Principle Nos. 3, 6, and 8 align with AAOS Strategic Plan Goal No. 3: Evolve the culture and governance of the Board and volunteer structure to be more strategic, innovative, and diverse.

Principle No. 4 is a critical one, which defines behavior and decision-making at the Board level. There is often a temptation to get “in the weeds” about tactics of an idea or strategy, but the role of the Board is to set strategy and allow its governance units to implement it.

For example, the Board has developed an AAOS educational strategy but should not deliberate on which particular videos are included in the Orthopaedic Video Theater or what precise content is included in a specific resident curriculum. These decisions are delegated, appropriately, to the Council on Education and communicated to staff to develop and implement. The same is true of the other major areas of AAOS related to research and quality, advocacy, and communication.

Principle No. 5 addresses the fundamental rules of governance: the bylaws. The current Academy and Association bylaws are antiquated, cumbersome, and confusing. They read like a patchwork quilt that has been constructed over many years. Best practice dictates that bylaws be easy to understand and clearly and concisely written, leaving details to a policy/procedure manual that can be more easily revised. Implementation of this principle will require the membership to approve recommendations for needed changes to the bylaws.

Finally, principle Nos. 7 and 9 relate to the structure of the Board of Directors and the process by which new directors are elected. To implement these principles, additional bylaws changes will be necessary.

The Board recently appointed a Governance Committee to advise the AAOS leadership on ideal governance and structure. The group, chaired by M. Bradford Henley, MD, began their work in July and plans to have its first set of recommendations to the Board in 2020. In addition to addressing implementation of the specific governance principles outlined here, the committee will evaluate the AAOS council and Governance Committee structure; term lengths of volunteers at all levels; and the processes of recommending resolutions and bylaws changes with a focus on being more strategic, nimble, and flexible.

With a focus on AAOS governance, there will be an inevitable need for change in the organization. For some, this invites excitement, but for others it may generate fear. The status quo often feels comfortable and routine, as we do not have to make hard choices. We tend to do things the way we have always done them, or we make incremental adjustments around the edges. Change brings new choices that create uncertainty. The AAOS Board has set a high-level direction for the organization in both strategy and governance. As a result, the council, cabinet, and committee members and leaders must now script the critical next moves toward a more highly functioning AAOS that will allow the organization to remain relevant, sustainable, and beneficial for both members and patients.

Kristy L. Weber, MD, is president of AAOS, as well as a professor and vice chair of faculty affairs in the Department of Orthopaedic Surgery at the University of Pennsylvania.


  1. Pointer DD, Orlikoff JE: The High-Performance Board: Principles of Nonprofit Organization Governance. John Wiley & Sons; 2002.
  2. Heath C, Heath D: Switch: How to Change Things When Change Is Hard. Crown Business; 2010.


AAOS governance goals: engagement, leadership, and efficiency

Academy governance, principally through (or starting with) the Board, shall meaningfully engage the membership, effectively lead the Academy, and do both with efficiency and excellence.

AAOS Governance Principles:

  1. Members are the Academy’s primary stakeholders and are essential to achieving the Academy’s mission to serve the profession in its provision of the highest quality musculoskeletal care for patients.
  2. The Academy represents and supports its members, all orthopaedic surgeons, and the orthopaedic care team through education, advocacy, membership, communication and quality resources and tools.
  3. Governance shall be strategic in support of the Academy’s mission.
  4. The Academy shall function through centralized authority with ultimate authority at the Board level. Decentralized, flexible decision making will proceed through Board designated committees and other entities with oversight of the Board.
  5. Governance shall be clear and transparent to the membership and codified in succinct Bylaws approved by the membership and robust policies approved by the Board.
  6. Governance structures and policies shall be reasonably simple, nimble and flexible to ensure the Academy anticipates and addresses proactive changes in the environment and the development of new strategic opportunities.
  7. Board composition shall be a hybrid model of representative and competency based director(s) selection, constituted of Fellows and up to two competency-based lay persons. Board size will be a maximum of 19.
  8. The Board and other Academy member structures should pursue as a priority diversity in its member composition, including gender, race, ethnicity, specialty, age, geography and thought.
  9. The Nominating Committee shall be a committee of the Board and report to it. The Nominating Committee shall seek and consider input in partnership with the Board to identify individual nominees consistent with the Academy’s principles.