The Governance Review Task Force is comprised of ten individuals, including SOA members and current and former Board members. They were selected based on their extensive knowledge of governance practices, including expertise in global corporate structures, and their deep understanding of the SOA. The Task Force Chair is Bob Stein, FSA, CPA, MAAA. View the full roster of Task Force members.

Members were actively involved in providing input and feedback throughout the process. The SOA hosted town halls, conducted extensive market research, and invited members and volunteers to share their thoughts and respond to ideas at every stage.

ASAs who have been members for 5 years or more make up 30% of SOA membership and can vote in Board elections. Today they are not eligible to vote on Bylaw changes or serve on the Board. These Associates bring vital insights from across the profession, particularly from roles and sectors where the ASA is the highest credential needed or pursued for long-term career success. Including ASAs who have been members for 5 years or more on the Board will better represent the diverse needs and perspectives of this large and growing membership segment, fostering a more inclusive and well-rounded governance structure.

The current SOA Board is composed solely of Fellows, limiting valuable insights from outside the actuarial profession. Leaders from various industries can provide fresh perspectives on challenges in business strategy, innovation, education, technology, and global growth. Additionally, including outside perspectives on Boards is a leading practice of association governance. This approach will diversify viewpoints, enrich Board discussions, and enable better decision-making for the future of the profession.

Non-actuary candidates will be evaluated based on the skills and experience needs of the Board. These will include Board and governance experience, strategic planning, risk management, global experience, corporate leadership, and financial oversight. We will also consider deep expertise in AI, technology, higher education, or other emerging areas. The goal is to find complementary skills among all Board members that come together to provide dynamic leadership to the SOA.

The current governance structure does not guarantee global representation, unless a seat is reserved for a member outside the U.S. or Canada. The updated Board structure ensures two or more members serve from outside the U.S. and Canada. The new Board Recruiting and Selection Committee will proactively recruit and select candidates to the Board whose skills and experiences align with the Board’s needs.

In addition, the new Board regional liaison role will designate a Board representative to build consistent, strong relationships in key growth markets.

The Board Recruiting and Selection Committee, together with the Board, will identify the skills and experiences needed each year for the Board, ensuring diverse representation across practice areas to reflect our membership. In addition, the Member Advisory Leadership Council will have representation from the Communities, which have many practice-area focused volunteers.

A new Member Leadership Advisory Council is being created, composed of current SOA committee and Community chairs. This group will meet to ensure the Board hears a broad range of member voices and receives input and feedback more transparently.

Yes, members will still be able to self-nominate for a role on the Board, including President-Elect. Those who self-nominate will go through the same evaluation process as those who are proactively recruited.

The new Board Recruiting and Selection Committee, in conjunction with an external recruiting firm, will proactively identify and recruit actuaries and non-actuary candidates that have the skills and expertise needed by the Board for that year.

They will interview and evaluate potential candidates against the specific set of skills and experiences needed by the Board for that year. This may include expertise in AI, technology, higher education, or other emerging areas. The candidates that have the most relevant skills and experience needed by the Board for that year will be nominated for open seats on the Board.

ASAs and FSAs who are eligible to vote in SOA elections can volunteer for the Board Recruiting and Selection Committee. Those interested in serving on the committee will be assessed on their governance experience, knowledge of the SOA, understanding of the SOA’s strategic direction, and experience in recruiting and hiring high-level executives. Consistent with current practice, those interested in serving on the committee will be interviewed and selected based on the needs of the committee for that year.

The external recruiting firm will assist the Board Recruiting and Selection Committee and provide the resources and expertise needed to proactively identify, recruit, and evaluate candidates who have the skills and experiences needed for the Board. They will help identify and recruit non-SOA members, as well as candidates from within the SOA membership.

The Board Recruiting and Selection Committee. The external recruiting firm is there to aid the role of SOA volunteers. Under the Bylaws, the Board of Directors approves the final ballot, and this will not change.

The skills and experiences needed by the Board each year will be communicated to members (e.g., in matrix format). Candidates will be evaluated on these key skills and experiences, and voting members will be provided information about the skills for each Board candidate, along with a summary of these same skills for continuing Board members. The goal is to make it clear how the candidate’s skills complement those of the continuing Board members. More information will be communicated in the future.

The proposed new model will ensure that candidates are selected based on the skills and experience needed by the Board for that year, rather than on popularity, visibility, or campaign effectiveness. Competitive elections:

• Require a time commitment that many busy professionals can’t accommodate
• Discourage senior leaders who are unwilling to participate in a competitive process
• Hinder participation from global members who are at a disadvantage
• Limit the pool of talent and the SOA’s ability to build the strongest Board, with the right set of skills and experience.

We hear from members that the current Board election process requires a great deal of time and research to make an informed decision. Around 40% of voting members spend less than 30 minutes researching candidates, and they don’t feel prepared to make an informed decision on candidates they don’t already know. By implementing a strong vetting process that aligns candidates with the skills and experience needs of the Board, members will have transparent, skills-based information about candidates that is easy to digest. This process also aligns with leading governance practices for not-for-profit organizations and corporations.

Yes. We will seek to limit candidate campaigning activities to ensure they are not as time-consuming as in the past. This approach will promote fairness and respect the time of both President-Elect candidates and voting members.

Under the proposed new model, candidates will be evaluated against a specific set of skills and experiences that are needed by the Board for that year. The top candidate for each open Board member seat will be presented to members for a “for/against” vote, creating a more transparent and skills-aligned process.

A majority “for” vote is required for a candidate to be elected to the Board. A majority vote means that more than 50% of the votes a candidate receives must be “for.” For example, if 100 members vote for a candidate, that candidate will need to receive 51 “for” votes to be elected.

No. The petition process for the SOA Board elections will not be relevant in the updated structure. Members can still self-nominate for a role on the Board, and they will be evaluated against the skills and experience needed by the Board for that year.

If a nominated candidate doesn’t meet the voting threshold, it is treated as a vacancy on the Board. The Bylaws provide options for when this occurs, including holding a special election or having the Board appoint someone to fill the vacancy until the next election.

Candidates outside the U.S. and Canada often struggle in competitive elections due to limited name recognition, fewer in-person networking opportunities, and time zone barriers that hinder visibility. In addition, many countries have restrictions on social media platforms and competitive elections are not as common in some markets, compounding these challenges. The proposed shift to a skills-based evaluation and “for/against” vote ensures candidates are selected based on their alignment with Board needs rather than campaign visibility.

Separating the roles will align strengths and experience with each position, resulting in more effective leadership. Past Presidents and Chairs (who held both roles) report spending 600-800 hours per year in the role, which is a significant time commitment for someone who is also working. Combining the roles of President and Chair overlooks the distinct skillsets needed for each position.

The President of the Board is the public representative of the SOA and will attend a variety of global and profession-wide events. Additionally, the President is a voting member of the Board of Directors. 

The Board Chair sets the Board agenda and leads and facilitates the Board meetings. The Chair helps lead strategy development and works with the SOA CEO to ensure smooth operations and corporate compliance. The Chair does not have independent authority to change SOA policy or operations.

The primary role of the Chair is to lead the Board. Therefore, Board members are in the best position to identify individuals who excel at facilitating discussions, presenting alternative points of view, and guiding the group toward effective decisions. This approach aligns with leading governance practices.

The Governance Review Task Force chose 12 members for several reasons. First, there is a need to maintain a three-year term for the President, so there will always be three presidential officers on the Board (President-Elect and Vice Chair, President, and Past President). Second, this structure allows for the inclusion of career ASAs and non-actuaries on the Board. Third, a majority of the Board should consist of regular Board members (and not presidential officers or the Board Chair). To keep everyone on three-year terms, having 12 members strikes a balance between the desire for a small Board and the need to bring in new perspectives.

Diversity can be achieved in many ways, and a larger Board does not necessarily ensure it. For example, the current Board does not reflect the diversity of our membership. While 20% of members reside outside the U.S. and Canada, we typically only have 1 or 2 Board members from other markets. The Board generally has more U.S. members, consultants, retirees, and members practicing in life insurance than are represented in the member population. There are also no career ASAs on the Board, but they make up 30% of our membership. Reducing the Board size, combined with a more intentional skills- and experience-based evaluation process, can create a more diverse Board, with fewer members.

The Board of Directors is the governing body ultimately responsible for the SOA and has specific legal and ethical responsibilities to the organization. This includes ensuring the organization operates in the best interests of its future through approving the budget, setting strategic and operational priorities, assessing strategic risks, and ensuring ethical behavior of the organization’s representatives.

The Board hires the CEO. The Board, in consultation with the CEO and SOA staff leadership, develops long-term objectives and strategy. While the Board focuses on oversight and direction, management is responsible for daily operations and executing organizational strategy, priorities, and goals.

Currently, to be considered for the Board, FSAs submit their self-nomination. From there, the volunteer Nominating Committee reviews all applications, interviews each candidate, and then endorses candidates for the ballot. The ballot is then put in front of the current Board, who reviews the process followed by the Nominating Committee and approves that they have carried out the charge and followed policies and guidelines. The Nominating Committee, not the Board, endorses the candidates for election. Candidates run a competitive election to win a seat on the Board.

Currently, the Nominating Committee is composed of nine volunteer Fellows, with staggered three-year terms. The primary responsibility of the Nominating Committee is to create a ballot with the strongest candidates for the annual SOA Board of Directors election. The Nominating Committee works with the SOA Board, SOA staff, committee chairs, and volunteers to achieve the committee’s charge.

FSAs are voting on all changes to the Bylaws that affect their substantive rights. The changes that must be approved include:

• Changing the Board size
• Separating the role of President and Chair
• Making ASAs, who have been members for five or more years, eligible to sit on the Board (limit of two)
• Making ASAs, who have been members for 5 years or more, eligible to vote for Bylaws amendments
• Adding non-actuaries to the Board (limit of two)
• Setting a minimum of two seats for members outside the U.S. and Canada
• Changing the number of nominated candidates for a regular Board seat to one
• Changing the member voting process for regular Board seat to a “for/against” vote

Some of the changes, such as the creation of a Member Leadership Advisory Council and International liaison role as well as the shift from the Nominating Committee to the Board Recruiting and Selection Committee, do not require member approval.

No. ASAs who have been members for 5 years or more do not have the authority to vote on Bylaw amendments.

All Board members elected in 2025, including the President-Elect, will complete their full terms. Changes such as the reduction in Board size will be phased in over time, ensuring stability and continuity.

There will be several phases of implementation:

• October 13-24, 2025: Members will vote on Bylaw changes.
• 2026 Election Cyle: The Member Leadership Advisory Council will be created, and there will be expanded Board eligibility. Starting with the call for nominations, the updated candidate evaluation process, and “for/against” voting will be incorporated, along with the International Liaison role.
• 2027: The Board will select a Chair for the first time, separating the roles of President and Chair, as recommended.

No. The timing of the Board elections will not change.