The ABR Finesses its Bylaws

A few years ago I published my deep dive into the bylaws of the American Board of Radiology. Bylaws are boring, dry documents that most people don’t care about and even fewer read. But they do shed light on the culture of an organization and its priorities. The ABR’s were comically nefarious. For example, their old conflict of interest policy (emphasis mine):

It is the policy of this Corporation that the legal duty of loyalty owed to this Corporation by a Governor serving on the Board of Governors of this Corporation requires the Governor to act in the best interests of this Corporation, even if discharging that duty requires the Governor to support actions that might be contrary to the views, interests, policies, or actions of another organization of which the Governor is a member, or to the discipline of which the Governor is a member. Consistent with a Governor’s duty of loyalty, a person serving as a Governor of this Corporation does not serve or act as the “representative” of any other organization, and his or her “constituency” as a Governor of this Corporation is solely this Corporation and is not any other organization or its members.

The ABR approved an update to their bylaws on November 2, 2022 (available here), and they’ve finessed that bit by removing the bolded language above. It now reads:

It is the policy of this Corporation that the legal duty of loyalty owed to this Corporation by an individual while serving in the capacity as a member of the Board of Governors or Board of Trustees requires the individual to act in the best interests of this Corporation. Consistent with the duty of loyalty, a person serving as a member of the Board of Governors or Board of Trustees does not serve or act as the “representative” of any other organization, and said member’s “constituency” as a member of the Board of Governors or Board of Trustees of this Corporation is solely this Corporation and is not any other organization or its members.

So they’ve removed that choice verbiage requiring selling out radiology itself in the interest of the ABR: “even if discharging that duty requires the Governor to support actions that might be contrary to the views, interests, policies, or actions of another organization of which the Governor is a member, or to the discipline of which the Governor is a member.”

Good for them.

On a related note, in case you’re wondering, the composition of the “executive compensation committee” is unchanged:

Executive Compensation Committee. The Executive Compensation Committee will carry out the Board of Governors’ responsibilities for designing, managing and annually reviewing Executive compensation and the Executive compensation policy. This committee will consist of the President, President Elect, and at least one (1) additional member from the Board of Governors appointed by the President. The President will chair the committee.

As I mused in my previous post:

I love that the committee that handles executive compensation is chaired by the president and then attended by the president-elect and “at least one additional” presidential appointee. Good thing that a conflict of interest for the ABR is just when a Governor cares about something outside of the ABR.

Leave a Reply