The following is extracted from the HL7 Strategic Initiatives and Implementation Proposal (07/26/06) presented at the BoD Retreat with revisions/comments consistent with input from the Advisory Committee, the BoD, and the Transition Team.
New Business Model and Organizational Structure
Implementation Actions:
Organization Structure
The keystone to the new organization is to hire full-time, executive-level staff. The CEO will be hired on a consultant arrangement immediately and the CTO position will be phased in when funds are available. The CEO, CTO, staff, and consultants will collaborate with the BoD and volunteer leaders in implementing HL7’s strategic priorities, including tasks such as managing infrastructure, publishing, project management, tooling, web presence, etc. Staff will report to the CEO or CTO depending upon the nature of the work they are hired to perform. HL7’s current Executive Director will serve as a part-time COO, and AMG staff will handle operations during the transition phase. The COO and AMG staff will report to the CEO. The CEO will re-evaluate the arrangements prior to the conclusion of the current AMG contract.
Even though the CEO, and conceivably the CTO, will be a contracted position the subsequent hiring of staff is expected to occur under the existing model, at least through the period of the current contract between HL7 and AMG. While the CEO and/or CTO may participate in the interview and selection process, ultimately the individual selected for a staff position will be employed and paid by AMG. Given this scenario, it is inappropriate to suggest that “staff will report” to the CEO or CTO. More appropriately, the CEO and/or CTO should be involved in establishing performance management objectives (PMO) for staff and contribute to staff evaluations. There is also the consideration that it would be inappropriate for line staff (technical editors, project managers, etc.) to report directly to executive management. Such direct reports would require significant time commitments by the executive involved and might prove detrimental to their own job performance. Even if staff are employed under the contract model envisioned for the CEO, they should still be under the control of AMG versus the CEO. The working relationship existent between HL7, represented by the Board of Directors (BoD), and AMG should shift to the CEO. This would literally make the CEO the bosswithout the need of direct staff reports. Such a change is appropriate as we shift the focus of the BoD to a strategic body setting direction for the organization. It also clarifies the relationship between AMG and the CEO, which is not one of AMG reporting to the CEO in the traditional sense.
It is sufficient to state that AMG executive management will serve as the COO. There is no reason to stipulate a “part time” position given that the COO is actually responsible for day-to-day operations. If a specific person is to be named it should probably be the Associate Executive Director since their time is dedicated to HL7.
A Technical Directorate includes the volunteer leadership of key project-focused committees, the CTO, and technical staff. The Directorate will oversee project management, tooling, web presence, etc. The work of standards development will remain volunteer-driven with HL7 hiringsufficient staff to support the work of the organization as fiscal resources become available.
Although we areplanning to restructure the Technical Steering Committee (TSC) using the ORC developed model, as yet we have not actually addressed “project-focused committees.” The proposed structure of the Technical Directorate (TD) envisions the volunteer leadership as consisting of the chairs of the three functional areas of the restructured TSC, given that the proposed structure eliminates the Technical Chair and Vice Chair in favor of a CTO. To suggest the inclusion of the co-chairs of “project-focused committees” will eventually lead to a top heavy and bloated TD reminiscent of the current TSC. Let’s stick to the original vision for the TD and keep it lean and responsive.
To say “the work of standards development will remain volunteer driven” sends the wrong message in that it implies business as usual. In fact we are attempting to take “the work of standards development” off our volunteers’ shoulders so they may focus their domain expertise on the content of the standard. The work of standards development (editing, publishing, etc) becomes the purview of the TD.
The new Organizational Chart is found in Appendix 2. The objective of the overall management structure is to clarify responsibilities and streamline HL7’s ability to support business processes and functions. Part of the rationale of the new organizational structure is to improve accountability by:
Providing adequate staffing to support the volunteer functions
Defining position descriptions and staff qualification requirements
Defining management and staff accountability for revenue, cost, and quality
Clarifying reporting relationships for both staff and volunteers
A description of the new organizational functions is included in Appendix 3.
Summary responsibilities for the new executive positions, committees, and changes related to the BoD are outlined below:
Executive Staff
Responsibilities of the Executive staff will be as follows:
Chief Executive Officer
Reports to the Board of Directors
Presents the public face of HL7 global (assisted by the Board Chair and Affiliate Council leadership)
Serves as the point person for policy relationships, e.g., Office of National Coordinator (ONC), NHS, etc.
Is responsible for membership development and relations
Manages external relations and marketing
Develops annual fundraising and revenue plan and oversees implementation
Ensures the development of a communications/marketing strategy
Implements the product and services strategy in conjunction with the CTO
Develops an annual business plan based on the product and services strategy
Is responsible for the day-to-day operations of the organization
The CEO is not and should not be responsible for day-to-day operations. He or she could not hope to accomplish the list above if bogged down by daily operations. Daily operations are now and should remain the purview of AMG staff under the supervision of the Chief Operating Officer.
Chief Technical Officer
Reports to the CEO
The reporting structure needs to be clarified in the context of both being contractual employees.
Chairs the Technical Directorate
“Chairs” may convey the perception of the Technical Directorate as the next iteration of TSC evolution versus an organization responsible for standards development, publication, and distribution. The Technical Directorate was not conceived as a consensus oriented organization. Its members will have assigned tasks/responsibilities and will be held accountable for meeting objectives. “Leads” the Technical Directorate seems to more appropriately express the responsibilities of the CTO.
Develops, coordinates, and harmonizes an HL7 Technical Architecture
Coordinates resource allocation for priority projects
The CTO must first develop a protocol for the prioritization of projects and the subsequent allocation of resources.
Has overall responsibility for the technical viability of HL7 specifications
- Acts on recommendations of TD, regarding gaps and overlaps
- Ensures the quality of ballots and specifications
Recommends appointments to the Technical Directorate, subject to review and approval by the BoD and the CEO
There is no clear statement of what appointments will be made to the TD. The only volunteer members of the Technical Directorate are the TSC group chairs elected by the TSC. If appointed positions are to be defined for the Technical Directorate, they should not be at the discretion of or require the approval of the BoD. Such action would serve only to perpetuate the BoD as an operational committee versus the strategic body it is intended to become. If certain appointed positions within the Technical Directorate are subsequently identified, they should be at the discretion of the CTO and ratified by the CEO and COO.
Implements the product and services strategy in conjunction with CEO
Oversees the work of staff project managers, ensuring reports on the progress of key projects and specifications
Manages other technical staff and consultants
Manages technical collaboration with other SDOs
What does the term “technical” contribute to this phrase? Is there the suggestion that someone else would manage non-technical collaboration? Simply “Manages collaboration with other SDO” should suffice.
Chief Operating Officer/AssociateExecutive Director
Reports to the CEOin the context of the relationship between the CEO and AMG
Manages the operational aspects of the standards development process
Implements the operations support required to implement the product and services strategy in conjunction with the CEO
Oversees the work of revenue-producing activities, public relations, internal and external communications, and marketing
Manages the annual operations budget and priorities
Responsible for the day-to-day operations of the organization
Board of Directors
Composition:13 members total
3 Directors being the Technical Steering Committee (TSC) co-chairs: 1 each from Foundation & Technologies, Structure and Semantic Design, and Domain Expertise, whose terms shall be concurrent with their positions
1 Director being the Advisory Committee chair, whose term shall be concurrent with his/her position
1 Director Emeritus for 5-year termwith life-time tenure (filled by majority vote of the membership when vacant)
1 Director elected to a two-year term by members of the US affiliate
1 Director elected to a two-year term by members of the North/Central/South American affiliates excluding the US
1 Director elected to a two-year term by members of the EU/African/Middle Eastern affiliates
1 Director elected to a two-year term by members of the Asia/Pacific affiliates
4 Directors-at-large to provide a balance of clinical/non-clinical, government, and top-tier member organizations elected to three-year terms by the general membership
- The members of the Board shall annually designate a Chair and a Recording Secretary, who may serve no more than three consecutive terms
It is the consensus of the Advisory Committee, selected Affiliate Chairs and the current BoD that such a drastic change to the governance model is unnecessary and could prove disruptive. The following alternative is proposed:
Composition: 10voting members, 3ex officio members
Chair
Nominated from among the members of HL7
Elected by the members of HL7 and the Affiliates, each to be considered the equivalent of an HL7 organizational member casting the number of votes allowed by their Affiliate Charter
A four year commitment equivalent to a single term; the first and fourth year seated as the Vice Chair
Member of the Executive Committee
Vice Chair
Otherwise known as the “chair elect” or “immediate past chair”; the first and fourth years of the commitment to the Chair
If seated as the immediate past chair, may be designated Chair Pro Tem pending new elections should the Chair resign of be otherwise unable to fulfill the office
If seated as the immediate past chair, may be nominated for Chair as this would not represent consecutive terms.
If seated as the chair elect, may assume the Chair should the Chair resign or be otherwise unable to fulfill the office
Member of the Executive Committee
Secretary
Nominated from among the members of HL7
Elected by the members of HL7 and the Affiliates, each to be considered the equivalent of an HL7 organizational member casting the number of votes allowed by their Affiliate Charter
To serve a three year term with no more than two consecutive terms
Member of the Executive Committee
Chair of the Bylaws/Policy and Procedure Review (BPR) Committee
Treasurer
Nominated from among the members of HL7
Elected by the members of HL7 and the Affiliates, each to be considered the equivalent of an HL7 organizational member casting the number of votes allowed by their Affiliate Charter
To serve a three year term with no more than two consecutive terms
Member of the Executive Committee
Chair of the Finance Committee
4 Directors at Large
Nominated from among and elected by the members of HL7
Two to be elected in even numbered years and two to be elected in odd numbered years
To serve two year terms with no more than three consecutive terms
2 Directors at Large
Nominated from among and elected by the Affiliates, each to be considered the equivalent of an HL7 organizational member casting the number of votes allowed by their Affiliate Charter
One to be elected in even numbered years and one to be elected in odd numbered years
To serve two year terms with no more than three consecutive terms
Chief Executive Officer
Ex officio member
Chair of the Executive Committee
Member of the Finance Committee
Chair of the Advisory Committee
Chief Technology Officer
Ex officio member
Member of the Finance Committee
Interim to selection of the CTO, the co-chairs of the TSC shall appoint one of their fellows to fill the seat
Chief Operating Officer/Associate Executive Director
Ex officio member
Recording Secretary of Executive Committee
Member of the Finance Committee
Roles and Responsibilities:
Meet three times annually in conjunction with HL7 Working Group Meetings to conduct business as designated by the Chair
Respond to call from Chair for special business meeting, which may be conducted telephonically
Conduct an Annual Retreat, to be scheduled by the Chair, to
Establishorganizational focus through mission, vision, and strategic priorities
Review the product and services strategy and revise as necessary
Ratify the marketing and communication plans proposed by the CEO
Ratify the annual budget as developed by the CEO and Finance Committee
Advise the CEO on external relations (new sponsors, new relationships, affiliations)
TheExecutive Committee and Finance Committee will work closely with the CEO to implement the strategic direction established by the BoD
Criteria for Board membership:
The transition plan shall cause a defined set of qualifications for nomination to the Boardto be developed which will include
The exclusion of staff members, consultantsor others under contract to HL7
Stipulation of member in good standing
Some reference to a required period of membership
Some reference to experience in HL7 TC or SIG leadership
Strive for a balance between business, technical and clinical perspectives(This criteria should be eliminated as it puts an undue burden on the nominations committee and may lead to the exclusion of otherwise qualified candidates)
Criteria will be shared with the members before call for nominees
Nominations for Director-at-large:
Any member in good standing can be nominated through a petition process to be defined by amendment to Policies & Procedures. Criteria will be a certain number of supporters representing a certain number of organizations (for example, 20 members, 10 organizations) with all appearing on the ballot. A nominating committee will be convened to ensure that an adequate number of candidates representing a balance of constituencies are put forward for ballot. The Nominating Committee will be composed of eight members representing developers, implementers and users of HL7 products
- 2 members elected by the Advisory Committee
- 2 members elected by the TSC
- 4 members elected at-large from a pool of candidates meeting the same criteria as required to be nominated for a committee co-chair; primarily being a member in good standing and an active member of any given committee
This is an unworkable proposal. It requires an election to form what is normally an ad hoc committee and does not address committee chairmanship. It also sets unrealistic requirements on the composition of the committee; stipulating a mix of developers, implementers, and users – a rather nebulous category in itself. Further, it requires the committee to “ensure that an adequate number of candidates representing a balance of constituencies” be put forward. Is the committee to wait for some indication of who is being nominated then seek out opposing candidates for the other constituencies? The actual focus of this proposal is expressed by the phrase “with all appearing on the ballot.” If we are to place all individuals who meet the criteria for nomination on the slate, what is the purpose of the nominations committee? Staff could simply validate candidates against the criteria and add their name to the slate. The current process should be retained with the addition of two members to be sought from among the members of the TSC and one member to be sought from among the members of the Advisory Committee.
Technical Directorate
The Technical Directorate (TD) is responsible for product project approval and management oversight. It will rely on both staff and volunteers with increasing levels of professional staffing as the financial model allows. Note: Volunteer representatives to the TD should have sufficient support from their employers to ensure an average of 3-4 hours/week participation.
Composition:
The proposed composition is too large to be effective and calls for the membership, which may not have sufficient interest in or knowledge of the requirements for membership, to elect members. Not only does this implement a significant administrative burden on the staff and membership, it does not allow the TD to easily adapt its membership to changing circumstances. It is recommended that the following composition be implemented.
[CTO is chair of the TD]CTO leads the Technical Directorate. While the CTO may seek consensus among the members of the TD, as the responsible party he or she holds the final decision making authority.
[3 representatives being the]The three co-chairs of the Technical Steering Committee,one each from Foundation & Technologies (F&T), Structure & Semantic Design (S&SD), and Domain Expertise (DE)shall be members. These are volunteer-filled positions which focus on the technical content of standards development, ensuring that they meet end-user needs, and make recommendations to the Board on project priorities.
[3 representatives appointed by the]TheAffiliates Councilshall seat two members to be[and] reconfirmed annually [with one being a member of the US Affiliate]