Transition to New Structure Begins for RVIA Board of Directors

EDITOR’S NOTE: The following was written by RV Industry Association (RVIA) Governance Committee Chair Bob Parish of Wells Fargo, and posted as an RVIA News & Insights report.

The annual election for open seats on the RV Industry Association Board of Directors is taking place this year with online balloting open from Sept. 6-26, 2022. This election will mark the first year of a three-year transition process towards fully implementing the new governance structure that the Board adopted in November 2021. It’s also a good time to remind members of the background that led us to these reforms and to preview the process going forward.

In the last decade, the RV industry has experienced an unprecedented degree of consolidation at all levels. This has especially been true among the manufacturer members of the RV Industry Association. As the overall number of stand-alone OEMs shrank, it became more and more challenging each year for the Governance Committee to recruit multiple candidates to run for the designated manufacturer seats on the Board. Also, on several occasions, mergers between companies that each held a Board seat would result in directors having to resign in the middle of the year, leaving unfilled vacancies.

The Board also recognized two other issues with the Association’s former governance structure. First, the size of the Board had simply grown too large over time. As of 2021, the Board had 25 members consisting of 9 RV manufacturers, 2 PMRV manufacturers, 5 suppliers, 5 at-large (of any membership category), 2 appointed, 1 immediate past chair, and 1 additional past chair. This proved less than optimal for conducting efficient meetings that fully engaged all participants. The second issue was an interest in providing the Board with the ability to react nimbly to issues or crises, when a particular skill set, or individual, was needed at the table.

Bob Parish

The Governance Committee was charged by the Board to research modern corporate board structures and innovations and to propose changes to the RV Industry Association Bylaws that would enhance the effectiveness of the Association’s Board. The challenges of the pandemic turned this into a multi-year process, but eventually resulted in the adoption of revised Bylaws in November 2021.

The revised Bylaws state that the Board will now consist of 12 directors elected by the overall RV Industry Association membership (6 RV manufacturers, 1 PMRV manufacturer, and 5 suppliers), 4 directors appointed by the elected directors (depending on the needs of the Board), and the immediate past chair. Other past chairs also may continue serving at their option. The size of the Executive Committee was also reduced by eliminating the 2nd Vice Chair officer position. This restructure addresses all the previously identified issues. It reduces the overall size of the body by about 30%, it trims the number of designated manufacturer seats to reflect the reality of the industry, and it gives the Board the flexibility to add persons with certain needed expertise or influence (including people from outside the RV industry) by using a short-term appointment process.

When the Board approved the revised Bylaws, it also recognized that an immediate reduction in board seats would squander the collective knowledge and insight of seasoned directors. A smaller, differently constituted Board means that some seats will be lost. Rather than disrupt the entire system, the Board asked the Executive and Governance Committees jointly to oversee a 3-year transition period from the old to the new structure. This year’s election features three current incumbent supplier directors and a recent supplier director from the 2021 term all competing for two available designated supplier seats. Over the next few years, the Board elections will continue to consolidate positions. Once the transition period is over and the new structure is fully implemented, each year thereafter will see the election of four directors to three-year terms with seats from both manufacturer and supplier categories.

For any additional questions on the Board transition or current Board election, please contact RV Industry Association General Counsel Bob Schmitt at [email protected].

Source: https://rvbusiness.com/transition-to-new-structure-begins-for-rvia-board-of-directors/