ISTAT Board of Directors Elections
Over the past decade, ISTAT has experienced tremendous growth in both its offerings and the value it provides to members. From the introduction of programs like Rising Executives and PDP to the expansion of services, including the ISTAT Hub, we’ve seen unparalleled opportunities for professional development and networking. As we continue to expand into emerging markets and offer more tailored educational programs, it has become clear that our election process must evolve to meet the needs of our growing community.
To better align ISTAT’s Board of Directors with non-profit industry best practices, we are excited to announce a new election process. After extensive research and discussion led by the Governance Committee, the Board unanimously voted to revise our bylaws. This shift marks a pivotal moment in ISTAT's history, ensuring that our leadership remains diverse, dynamic, and prepared to guide the organization toward future growth.
Key Changes to the Election Process:
- Focused Priorities: The Governance & Nominating Committee will identify key skillsets, regional representation, and other attributes needed for the Board in each election cycle. These priorities will be approved by the Board and shared with the membership.
- Confidential Nomination Process: Nominations will be open to any member in good standing for at least two years. To ensure privacy and fairness, the nomination process will be fully confidential, and only the final selected slate of candidates will be announced to the membership.
- Vetting Process: Nominees will be reviewed by the Governance & Nominating Committee, and the slate of candidates best suited to meet the Board’s needs will be selected.
- Board Review and Approval: The proposed slate of directors will be reviewed and voted on by the Board. Once approved, the slate will be presented to the membership for a final vote during the annual meeting at ISTAT Americas.
- Term Limits: As part of this new process, Board members will now be limited to two four-year terms, ensuring fresh perspectives and diverse talent are continually brought into the leadership team.
This change is designed to better reflect the diverse and global nature of the ISTAT community and ensure our Board is equipped with the necessary expertise and talent to lead the organization into the future. The new election process enhances transparency and inclusivity while allowing the Board to select leaders who align with ISTAT’s strategic goals. The confidential nomination process ensures that the privacy of all nominees is respected, with only the final slate of selected candidates being publicly announced. This helps maintain the integrity of the process and encourages broader member participation without concern.
Board Election Process Overview
- October 2024: Call for Nominations opens for ISTAT members.
- November 2024: Nominating Committee interviews candidates and reviews applications.
- January 2025:
- Nominating Committee presents the slate to the ISTAT Board of Directors for approval.
- Candidates are informed of the Board’s decision.
- Slate is announced to the membership, along with an invitation to the Annual General Meeting (AGM).
- March 2025: Members vote on the slate at the AGM during ISTAT Americas.
If you have questions or comments, please contact ISTAT Nominating & Election Committee Chair, Dean Gerber, at dgerber@airfinadvisors.com, or ISTAT Executive Director Guilherme Lopes at glopes@istat.org.
ISTAT is seeking to fill five positions on our Board of Directors with individuals who align with one or more of the following profiles we have identified as critical for our continued growth and influence in the global aviation industry. Candidates must have been members of ISTAT for at least the last two years and should bring diversity in terms of age and gender. While experience serving on ISTAT committees is preferred, it is not required.
Geographical Diversity Perspective
Profile: Candidates with strong aviation industry connections in Asia or Latin America. These individuals should have extensive experience in the region and well-established relationships with airlines and other key industry players. Their roles will be vital in supporting ISTAT’s global strategy including representing ISTAT and helping to promote the association with local stakeholders. Their active involvement will enhance ISTAT’s presence and influence in the region.
Small Business Perspective
Profile: A candidate from a small to mid-sized aviation-related business. This individual will provide a voice for smaller companies within ISTAT, ensuring their challenges and perspectives are considered in Board decisions. We are looking for someone who understands the unique needs of small businesses, particularly their sensitivity to pricing for conference registration and membership, and their specific needs as members of the association. Their insights will help ensure that ISTAT remains accessible and valuable to businesses of all sizes.
Suppliers, OEMs, MROs, Airlines
Profile: One or more candidates from a supplier, OEM, MRO or airline. We believe it would serve the Board well to have more representatives from a wide range of functions across the aviation industry. Having these additional views and insights will help the Board think more strategically.
Content Creation Volunteer
Profile: A well-connected individual who is deeply involved in the aviation industry and stays abreast of the latest trends and hot topics. While experience in content creation is a plus, it is not a requirement. This individual will lead a committee, plan programming and leverage their connections to secure renowned industry figures for ISTAT Online webinars and Jetrader magazine interviews. Their leadership of the commitee and partnership with ISTAT’s Marketing team will ensure that ISTAT’s content offerings remain timely, relevant, and valuable to our members.
Diversity & Inclusion Advocate
Profile: A professional deeply committed to promoting diversity and inclusion within the aviation industry. This candidate should have a history of leading or actively participating in D&I initiatives, either within the ISTAT Community or in the broader industry. Their role on the Board will be to guide and champion ISTAT’s ongoing efforts to foster a more inclusive community, ensuring that D&I remains a core value of the organization.
- Meeting Attendance: Attendance is required at five (5) board meetings per year. Missing more than three (3) meetings may result in removal from the board. Meetings are typically held at ISTAT conferences or other locations and dates as determined by the board. While in-person attendance is strongly encouraged, electronic participation is acceptable if necessary.
- Active Participation: Board members are expected to contribute to committees, help secure speakers and sponsors for conferences and events, moderate panel discussions, assist with member recruitment and retention, participate in setting board policy, and work toward achieving ISTAT's goals and objectives.
- Travel and Lodging: Please note that ISTAT does not cover travel or lodging expenses for board members. Directors are responsible for their own arrangements and costs when attending meetings and events. However, conference registration fees are waived for board members.
Per the ISTAT Bylaws, nominees must have been a member in good standing for at least the past two years prior to the start of the annual meeting, or for at least 80% of the days over the three consecutive calendar years immediately preceding the start of the annual meeting.
- Submit a Letter of Intent: Write a one-page letter outlining your intent to run for the director position, including your qualifications and accomplishments. As part of your submission, please provide specific input on how you might assist ISTAT in filling any of the needs highlighted in the needs assessment (noted below) and/or how you might otherwise assist ISTAT in furthering its mission.
- Submit a Biographical Sketch: Provide a brief overview of your background and experience.
- Send Your Submission: Email both documents to istat@istat.org and glopes@istat.org by 31 October 2024.
The Nominating & Election Committee will review the applicants and as part of this process may seek to have interviews with candidates. Following its review and assessment, the Nominating & Election Committee will present a slate of five candidate to the ISTAT Board for approval and once approved, this slate will be presented for approval (by vote) to the ISTAT membership in connection with the annual general meeting to be held at ISTAT Americas in March 2025.
1. How many directors are there? What are the different classes?
The Board is divided into two classes: Position Holders and At-Large directors. Position holders include the ISTAT’s Immediate Past President, the chair of the International Appraisal Board of Governors (IBG), and the chair of the ISTAT Foundation. These positions automatically form part of the Board. At-Large directors are elected by the membership. The number of At-Large directors can be up to seventeen (17).
2. How long is the term for directors? Are there any limitations?
The terms vary based on the position. The Immediate Past President shall serve for a term of two (2) years. The ISTAT Foundation and the IBG chairs shall serve for a term concurrent with his/her term as chair of their respective boards. At-Large directors serve for four years, with a maximum of two consecutive four-year terms (subject to their terms being extended by virtue of being elected as an officer of ISTAT).
3. How are nominations for At-Large Directors handled?
At-Large directors are nominated by the Governance and Nominating Committee, approved by the Board, and submitted for election by the membership at the Annual Meeting. Open board positions will be published for the membership. Any member can nominate himself/herself or another individual directly with the Governance & Nominating Committee. The Committee can also invite/encourage potential candidates to nominate himself/herself.
4. Can current directors engage in the nomination process?
Yes. Current directors can nominate themselves with the Governance and Nominating Committee for another term on the Board provided they are not then currently serving their second consecutive four-year term on the Board.
1. When is the Annual Meeting held?
The Annual Meeting of ISTAT is held in the first quarter of each calendar year. The Board determines the date, time, and place.
2. Can special meetings be called? If yes, how are special meetings called?
Yes. Special meetings of the members can be called at any time by the Board with the affirmative vote of a majority of the Board members.
3. How much notice is given for meetings?
Notice of each meeting of the members is given in writing to each member entitled to vote no fewer than thirty (30) nor more than sixty (60) days prior to the meeting date. The notice includes details such as the date, time, place of the meeting, means of remote communications (if applicable), and the purpose of the meeting.
4. What constitutes a quorum and how is voting conducted?
A quorum consists of members present, whether in person, by electronic communication, or by proxy (when allowed). A majority vote of the members present decides any questions that may come before the meeting.
5. Is proxy voting permitted?
No, proxy voting is prohibited. Only members present (in person or by telephone) are entitled to vote on matters presented for a vote.
6. What is the process in case the membership does not approve the proposed slate?
In the event that the slate of candidates put forth by the Governance and Nominating Committee and approved by the Board fails to receive approval by the membership, the incumbent directors shall retain their positions until new directors are duly elected. The ISTAT Board is required to convene a special meeting of the membership to reconsider the election of directors or present an alternative slate for consideration.
1. What are the different officer positions within ISTAT?
The officers of ISTAT include the President, Immediate Past President, Vice President of Strategy, Vice President of Events, Secretary, and Treasurer. Officers can only be selected from the existing members of the Board.
2. How long do officers serve? How are successors elected?
Officers serve for terms of two (2) years. Successors are elected by and from the Board one year prior to each officer's term expiration to allow for an orderly transition.
3. Can officers serve more than one term?
Officers may serve one term per officer position, with the exception of the Treasurer, who may be re-elected for one additional term. No individual may serve as an officer for more than eight (8) consecutive years.
1. What is the role of the Governance & Nominating Committee?
The Governance & Nominating Committee is responsible for identifying and nominating qualified individuals for Board membership. Additionally, the committee evaluates and recommends improvements to ISTAT’s governance guidelines.
2. How is the Governance and Nominating Committee structured?
The Governance and Nominating Committee consists of five (5) members. It is chaired by the Immediate Past President, or a director appointed by the President if the Immediate Past President is unable or unwilling to serve. The committee also includes the President, one (1) current Board member, and two (2) prior Board members, all appointed by the President. The Board must approve the recommended composition.
3. What criteria are considered for selecting members of the Governance and Nominating Committee?
The committee members are chosen based on their experience, expertise, and commitment to ISTAT's mission and values. The committee members shall be focused solely on advancing ISTAT’s mission and values and shall conduct its deliberations free from outside influence and personal dealings or preferences.
4. How often does the Governance and Nominating Committee meet?
The frequency of meetings may vary depending on the needs and activities of the committee, but it is intended that the committee shall meet as necessary to fulfill its responsibilities.
5. How does the Governance and Nominating Committee carry out its nomination process?
The committee evaluates potential candidates based on specific criteria and needs of ISTAT, conducts interviews if necessary, and presents a final slate of nominees to the Board for approval.
6. How does the Governance and Nominating Committee handle conflicts of interest among its members?
Committee members are expected to disclose any conflicts of interest and recuse themselves from discussions or decisions where such conflicts may arise. The committee operates transparently and ethically to maintain the integrity of its process.