22 October 2025
Background
The ASNT Bylaws were revised in October 2023 and June 2024 to make several changes to officer and director titles and terms, board composition, and director election policies. While those changes improved governance processes, the Board of Directors proposes to make one last revision to round out the governance redesign.
The current Board construct requires the members to elect four (4) Directors each year and allows the Board to appoint up to one (1) Director each year, for three-year terms each. With the President and Vice President, the President of ASNT Certification Services, the President of ASNT Foundation, and the Chief Executive Officer (a nonvoting Director), the Board is composed of as many as 20 members.
Nonprofit association benchmarks demonstrate the average association Board size is presently 15 directors; however, data indicates this number is shrinking each year. Association industry thought leaders suggest the optimal board size is between 9 and 12 directors. Smaller boards make deliberation and consensus-building more efficient, and decision-making more effective and timelier.
Building consensus and making decisions while ensuring all 20 directors are fully engaged is often slow, difficult, and inefficient. Further, the pace and complexity of information required to effectively govern ASNT is made difficult with such a large board. The Board seeks to improve its effectiveness and efficiency by making the Board composition process more flexible.
Proposal
The Board of Directors proposes that the Bylaws be revised to provide greater flexibility in Board composition. This would be done by delegating responsibility to the Board of Directors to determine the number of Directors to be elected by the members, or appointed by the Board, each year.
Specifically, we propose Article III be revised to read:
Section 2. Composition of the Board.
(a) The Board of Directors shall be composed of no less than twelve (12) Directors, including the President, the Vice President, the President of ASNT Certification Services, the President of ASNT Foundation, and the Chief Executive Officer, who serves as an ex officio nonvoting Director.
(b) To be eligible, a candidate must be a current member at the time of their nomination and retain membership throughout their term as Director.
(c) Directors shall hold office until the end of their terms or until their earlier resignation or removal.
Section 3. Election and Appointment of Directors and Terms.
(a) The Board of Directors shall determine the number of Directors to be elected by the members, or appointed by the Board, each year.
(b) Director terms shall be three (3) years commencing on July 1st. Individuals may serve multiple terms, with no more than two terms being consecutive.
Benefits
Improved Governance and Decision-making. Smaller boards are widely recognized as more agile and effective in deliberation. A smaller board allows for more focused discussions, streamlined deliberations, and quicker consensus. With fewer members, each director’s voice carries greater weight, enhancing accountability and engagement. A streamlined board will allow for more focused dialogue and improved responsiveness to the needs of the Society and the profession.
Stronger Strategic Focus. By concentrating the Board’s composition, ASNT can ensure that directors are selected for the specific skills, expertise, and perspectives most aligned with its mission and future needs, strengthening overall strategic direction.
Stronger Engagement of Directors. In larger boards, it is common for participation levels to vary, with some directors contributing significantly while others are less engaged. A smaller board ensures that each director carries greater responsibility and accountability. This structure fosters stronger individual engagement, active participation, and more meaningful contributions from every board member.
Enhanced Efficiency. Smaller boards are easier to manage logistically, reducing the complexity of scheduling, communication, and coordination. This efficiency frees up more time for directors to focus on critical issues rather than administrative processes.
Alignment with Governance Best Practices. Governance research and nonprofit association benchmarks suggest that optimal board size typically ranges between 9 and 12 directors (the current average board size is 15 members). Boards within this size range balance diversity of perspectives with the ability to function cohesively and efficiently. Reducing ASNT’s board size aligns us with these best practices.
Next Steps
In accordance with Article VII of the ASNT Bylaws:
Members shall have no less than sixty (60) days to submit questions and comments to Secretary Jill Ross at secretary@asnt.org, to which the Secretary shall respond, and to which the Board of Directors shall consider, prior to any Board of Directors vote to adopt the amendment or revision. All questions, comments, and responses shall be published on ASNT's website for transparency purposes.
The Board Chair shall conduct a special meeting of the members in accordance with Article II – Members prior to any Board of Directors vote to adopt the amendment or revision to allow members to question or comment on the proposal. Register for the virtual Town Hall meeting on 6 December 2025 at 9:00 a.m. ET. A meeting link will be sent via email.
Implementation
The amendment or revision shall be adopted upon the affirmative vote of at least two-thirds (2/3) of the Directors in office, not including the Chief Executive Officer.
Contact
For any questions, contact Secretary Jill Ross at secretary@asnt.org.
