Association Leadership School Introduction Welcome Purpose of Association
- Slides: 116
Association Leadership School
Introduction • Welcome • Purpose of Association Leadership School § Groom Future Leaders § Develop pool of potential Board of Directors nominees and new committee members § No guarantee of appointment • Who is a Board Member? § Decision maker at company § Can commit time and company finances
Course Overview
Course Overview • • • Introduction NPCA history Board Structure Strategic Plan NPCA Committees Structure NPCA Governance Fiscal Responsibilities Meeting Logistics Advancing Through NPCA Leadership Conclusion
NPCA History How far have we come?
NPCA … Then and Now 1966 1965 1969 Timeline… 1965: NPCA formed by group of producers after attending BIBM meeting in Europe. Formerly known as the Unit Step Manufacturers Assn. 1966: Membership reached 75 1969: Headquarters moved to Indianapolis
NPCA … Then and Now 1989 1978 1988 1991 Timeline… 1978: Product Sections formed 1988: Plant Certification Program launched with 17 participants 1989: NPCA Educational Foundation incorporated 1991: NPCA hires its own staff
NPCA … Then and Now 1995 Timeline… 1994 1996 1994: Budget hits $1 million 1994: First Manufactured Concrete Exposition (MCX) 1995: First staff engineer hired 1996: Web site launched 1996: MC Magazine launched
NPCA … Then and Now 2000 Timeline… 1997: NPCAEF scholarship endowment campaign 2000: MCX technical and management training component added 2000: Joint Venture of MCX and Masonry Expo announced, forming MCPX in 2003
NPCA … Then and Now Timeline… 2001 2002 2001: Grassroots political action network launched 2002: Precast Solutions magazine launched 2002: Budget surpasses $3. 7 million
NPCA … Then and Now Timeline… 2004 2005 2004: Board of Directors creates Preferred Future for the year 2010 2004: Creation of Divisions and Product Committees announced 2005: Budget passes $4. 9 million
NPCA … Then and Now Timeline… 2006 2007 2006: Membership surpasses 1, 000 companies Plant Certification required by 22 State DOTs 300 Plants in the Plant Certification Program 2007: Budget surpasses $6 M Creation of The Precast Show is announced New NPCA Prestress Certification program launched
NPCA … Then and Now Timeline… 2010 2009 2011 2008: MC Magazine becomes Precast Inc. 2009: The launch of Precast University 2011: The Precast Show adds former MCPX partners NCMA and ICPI. CSI also joins, giving the show five partnering groups for 2011 and 2013 (NPCA and ACPA are original partners of The Precast Show)
NPCA … Then and Now Timeline… 2013 2012 2014 2012: First graduate of Precast University, Mike Loy of Bethlehem Precast, is honored at The Precast Show. 2013: Second Master Precaster class grows to 12 grads. 2013: New Marketing Program launches with Member Toolkits and video 2014: NPCA and PCI sign agreements to harmonize plant certification programs and bring PCI into The Precast Show as a partner in 2016 and 2017.
NPCA … Then and Now Timeline… 2015: 2016 2015 2017 NPCA celebrates 50 th anniversary; honors founders; publishes anniversary book. Water & Wastewater Committee launches marketing campaign, funded by optional ballot donations. 2016: NPCA Foundation expands outreach to students – sponsors ASCE Nat’l Concrete Canoe Competition. CPCI & NPCA sign memorandum of collaboration to advance the industry in the USA and Canada. 2017: Precast University graduates its 100 th Master Precaster. The first class of Leadership NPCA began with 12 selected students.
NPCA … Then and Now Timeline… 2018 2019 2018: NPCA published the Manual for Jointed Precast concrete Pavement, the industry’s first comprehensive technical manual for precast concrete paving systems. The NPCA Plant Certification program recognized by ARCOM’s Masterspec program, referenced by thousands of architects and engineers to precertify construction project supplies. 2019: The Board of Directors voted to re-structure the NPCA committee structure during their Spring Board Planning meeting in April. .
NPCA … Then and Now NPCA THEN NPCA NOW Membership = 75 Membership = 933 Plant Certification = 17 Plant Certification = 374 Website – text only Website – fully interactive Social media – engaging members and non-members
Board Structure Understanding the Board of Directors
Board Responsibilities (overview) • Strategic Planning • Yearly Budget • Monitor Committee Activity
Board of Directors 15 board positions • 12 Producers § 1 Chairman-Elect § 1 Secretary/Treasurer • 3 Associates 2 ex-officio positions • Immediate Past Chair • NPCA President
Board Standing Committees Executive • Comprised the officers and three other select members of the Board of Directors • Act as the steering committee for the Board of Directors • Serves as the Audit Committee • Prepares, in cooperation with the President, the annual budget for adoption by the entire Board of Directors • Determine the time and place for all meetings of the Board of Directors • Act for the Board of Directors between meetings of the Board on matters requiring immediate attention Nominating • Submits nominees for the officers and open directorship positions on the Board of Directors.
Executive Committee • Voting Members Chairman-Elect Secretary/Treasurer 3 at-large board members • Ex-Officio Members Past Chairman NPCA President
Board Meetings • The Precast Show (Winter) • Spring Strategic Planning • August Budget Meeting (Executive/Audit Committee only) • Annual Convention (Fall) • Conference calls as needed
NPCA Strategic Plan “Begin with the end in mind” Stephen Covey
NPCA Mission Statement Mission: The National Precast Concrete Association provides industry leadership by promoting quality precast concrete across all markets, addressing industry challenges and developing opportunities for member success.
NPCA Core Values Who We Are: Stewardship – At the core of our values is stewardship. Stewardship of our financial position, our resources and our reputation. Service - All of our work begins with a focus on service. Service to our members our associates and our industry stakeholders. Integrity – as champions of the precast concrete industry, our program of work and our product offerings reflect those members and our industry. We measure all of our actions with integrity. Advancement – We develop programs, educational services and forums for commerce and networking to advance the industry and create opportunities for member company growth. Communication – As a respected and authoritative voice in the construction industry, we work to promote the value of quality precast concrete construction to specifiers, contractors, elected officials, the public and other key audiences.
NPCA Core Values What We Do: Technical Resources – By delivering the best in technical resources and state-of-the-art access to these resources, we have the best-informed members in the industry. Plant Certification – We administer the most trusted and respected plant certification program in the industry. This program is a vital source for product quality and production efficiency for our members. Networking – We develop outstanding programs and events that allow our members to network in the industry. Enable Commerce – Through the production of The Precast Show and the NPCA Annual Convention, industry publications and our website, we connect producer members with associate members in commerce.
NPCA Core Values What We Do: Encourage Innovation – We seek opportunities for growth in a rapidly changing business environment and promote those opportunities to our members. Education – We develop and administer relevant educational opportunities for owners, managers and production personnel. Expand Opportunities – We work to grow the industry and expand market share by building relationships with specifiers, regulators and federal, state and local agency officials and represent the industry on codes and standards committees.
NPCA Strategic Plan – Goal 1 Build a powerful brand identity known for premier technical expertise and resources, respected and utilized by the industry. Outcome: Outreach Position precast as a highly engineered, high-quality material and NPCA members as solutions providers.
NPCA Strategic Plan – Goal 2 Administer the industry’s most comprehensive certification program that is valued and utilized by members and essential to customers and specifiers. Outcome: Impact Quality Continue to stress high quality standards and develop online tools to increase transparency and reduce/eliminate risk for specifiers .
NPCA Strategic Plan – Goal 3 Enable broad stakeholder involvement through customized means of affiliation and interaction that promotes education and advocacy for the industry. Outcome: Knowledge Transfer Create a broader understanding of NPCA and the precast concrete industry through increased collaboration with other associations, education of decision-makers and government officials, outreach to the next generation and positioning of NPCA engineers as subject matter experts.
NPCA Strategic Plan – Goal 4 An Engaged Industry and Association Outcome: Grow an engaged Industry and Association Engage members with more outreach through all communication channels; increase focus on educational opportunities.
NPCA Committees Who are they? What do they do?
Introduction to NPCA Committees • Standing § Executive § Nominating • Board Appointed § § Education Engineering and Technology Outreach Quality Assurance/Quality Control § Safety § Convention Planning • Product Committees § Above-Ground Products § Transportation Products § Underground Products § Wastewater Treatment Products
Board Appointed Committees : Accountability Board of Directors Education Committee Quality Assurance/Quality Control Committee Safety Committee Outreach Committee Convention Planning Committee
Standing Committees : Accountability Board of Directors Nominating Committee Executive Committee
Mission : Standing Committees Executive • Comprised of select members of the Board of Directors • Act as the steering committee for the Board of Directors • Prepare, in cooperation with the President, the annual budget for adoption by the entire Board of Directors • Determine the time and place for all meetings of the Board of Directors • Act for the Board of Directors between meetings of the Board on matters requiring immediate attention
Mission : Standing Committees Nominating • Nominees for the officers and directorship on the Board of Directors submitted to the membership of the corporation prior to each annual meeting
Mission : Board Appointed Committees Education To develop a vision and framework for education of the precast industry. Engineering and Technology To help members stay on the cutting edge of precast technology and ensure the technical accuracy of NPCA documents. Identify and disseminate industry best practices.
Mission : Board Appointed Committees Outreach To expand the use of precast concrete through education, marketing and outreach to specifiers, end users, students and faculty Quality Assurance/Quality Control To develop, review, oversee and guide NPCA’s Quality Assurance Program, including the development of standards contained in the NPCA Quality Control Manual and regulations governing the QC program
Mission : Board Appointed Committees Safety To provide guidance, so NPCA membership may achieve excellence by integrating safety practices into their business operations, and serve as a resource in the areas of safety education and leadership. Convention Planning To develop a schedule of events for the annual NPCA convention
Product Committees : Accountability Board of Directors Product Committees Above-Ground Transportation Underground Wastewater Treatment
Mission : Product Committees • Product Committees • Support members who produce the related products of the committee by providing guidance on manufacturing practices and by identifying opportunities to expand improve the market.
NPCA Leadership Structure Board of Directors Convention Planning Committee Engineering and Technology Committee Education Committee Quality Assurance/ Quality Control Committee Safety Committee Outreach Committee
Committee Structure Your Role in NPCA’s Strategic Plan
NPCA Committee Structure DEFINITIONS Committee • An entity created to promote and expand the association and/or precast industry as a whole in accordance with and to fulfill the association strategic plan (Bylaw Article V)
NPCA Committee Structure DEFINITIONS Task Force • An entity created by the chair of a committee, product committee or by the Chairman of the Board to accomplish a specific task for a specific period of time in accordance with and to fulfill the association’s strategic plan, after which the entity ceases to exist
NPCA Committee Structure DEFINITIONS Subcommittee • An entity created by the chairman of a committee or by the Chairman of the Board to accomplish a specific task for an indefinite period of time in accordance with and to fulfill the association strategic plan
NPCA Committee Structure DEFINITIONS Product Committee • An entity created to address product-specific topics in accordance with and to fulfill the association’s strategic plan (Bylaw Article V)
Role of Committee Chair • Preside over all committee meetings • Set committee strategic plan goals based on the expressed interests of membership in conjunction with the Preferred Future Statement • Develop short and long range plans to achieve these goals • Monitor and report on committee activities • Appoint task group and sub-committee chairs • Identify and develop future volunteer leaders • Work with NPCA staff on meeting agendas and programming • Focus on best interests of association rather than on personal or constituent interests
Role of Committee Members • Report to committee chair • Attend and participate in all committee meetings • Participate in conference calls as scheduled by chairman and/or staff liaison • Complete tasks assigned by chairman • Focus on best interests of association rather than on personal or constituent interests
Role of Board Liaison • Attend all meetings and conference calls • Counsel the committee chair concerning the committee's focus and direction in support of the organization's strategic plan • Serve as a leadership resource for committee chair and staff liaison • Note: Board Liaisons have no committee voting privileges
Role of Staff Liaison • Orient incoming chairman • Attend all committee meetings and conference calls • Provide pre-planning, on-site and administrative support to committee • Create Strategic Plan Action Items to ensure that committee tasks are carried out in a timely fashion • Help prepare board reports
NPCA Governance Board Policies & Procedures
NPCA Board Policies Overview • • Section 100: Section 200: Section 300: Section 400: Section 500: Section 600: Section 700: Definitions Board of Directors Committees Affiliate Membership Association Communications Meetings/Conventions Associate Members
NPCA Governance BOARD OF DIRECTORS
NPCA Board Policies Section 200: Board of Directors • • • 200. 1 200. 2 200. 3 200. 4 200. 5 200. 6 Responsibilities Membership Terms Succession Elections Vacancies
Role of Chairman of the Board • Preside over all meetings of the board and executive committee • Official volunteer spokesperson for the association • Set strategic plan direction based on the expressed interests of membership • Monitor committee activities • Appoint task group and sub-committee chairmen • Identify and develop future volunteer leaders
Role of Chairman-elect • Attend and participate in all Board meetings and conference calls • Complete tasks assigned by chairman • Preside as chair in absence of Chairman of the Board • Appoint chairmen and members to all board appointed and product committees
Role of Secretary/Treasurer • Custodian of the books, papers and records of the association • Oversee financial affairs of the corporation in cooperation with the chairman of the board • Monitor and report on all association expenditures • Chair of the Audit Committee
Role of Board Members • • • Report to Chairman of the Board Attend and participate in all board meetings Complete tasks assigned by chairman Act as board liaison to a product committee Act in best interests of the association and not on behalf of personal or constituent interests
Role of the President • Reports directly to the Chairman of the Board • Serves as the chief staff executive and CEO • Conducts all official correspondence and general business of the association • Non-voting member of the NPCA Board of Directors • The only position with authority to contractually obligate the association • Full and exclusive authority to hire, compensate and terminate NPCA staff as well as establish job descriptions, duties and responsibilities of all staff.
NPCA Governance COMMITTEES
NPCA Board Policies (Committees) • • Section 300: Section 301: Section 302: Section 303: Section 304: Section 305: Section 306: Section 307: Board Appointed Committees Standing Committees Executive Committee Nominating Committee Product Committees Voting & Parliamentary Procedures Project Funding Reporting
Committee Appointments • Committee* chairs are appointed by the Chairman-Elect annually • Committee* members are also appointed by the Chairman-Elect annually, in consultation with committee chairman * Includes board appointed committees and product committees
Removal of Committee members • Committee* chairs may be removed by the chairman of the board at any time • Committee* members may be removed by the chairman of the board at any time, in consultation with the chairman of the committee * Includes board appointed committees, standing committees and product committees
Section 306: Project Funding Ballot Initiatives • Allows members to personalize distribution of their contributions • Needs proper prior committee planning • Contingent upon Board approval • Applies to Board Appointed Committees and Product Committees
Fiscal Responsibilities
Nonprofit • Incorporation status under state law • Does NOT mean NPCA does not want to show net income at year-end § Net earnings are reinvested into the organization to further the nonprofit activities for which it was founded § No part of net earnings benefit any private shareholder or individual because a nonprofit organization does not have owners or shareholders
Tax-exempt • Exemption from federal tax on income resulting from the taxexempt purpose • Remain subject to tax on unrelated business income (UBIT) $ X A T P T M E X E
Financial Role of NPCA Board Member • Approve the budget for the upcoming year • Insure adequate finances are available and money is spent effectively (to deliver the programs and services authorized) • Review the Association’s investments on an ongoing basis and review investment policy periodically • Review and approve committee ballot requests • Exercise fiduciary responsibility (act in good faith and in the Association’s best interests) and provide oversight of the safeguarding of Association assets
NPCA’s Interim Financial Statements • Includes a Statement of Financial Position and a Statement of Activities § Prepared monthly and usually completed by the 20 th of the following month § The President, the Executive Vice President of Finance and the Treasurer review the statements § Copies are available to the Board of Directors • The President’s letter, containing an overview of the statements (with a link to the statements) is posted in the Board section of the NPCA Web site
The Annual Budget • Designed to produce enough income to cover projected operating and program expenses for the upcoming year • Additional goal of contributing a small excess to member’s equity
The Budgeting Process • Staff compiles projected expenditures for programs and new initiatives requested by committees • The Audit Committee (the Executive Committee serves as the Audit Committee) finalizes the proposed annual budget • The Board of Directors approves the Annual Budget
Safeguarding the Assets • An independent certified public accounting firm is hired by and reports directly to the Audit Committee • An annual audit is performed • A “Pop” audit (unannounced review) is also held at some point during the year
Board Member Fiscal Responsibilities • Travel to all Board meetings, including: § § The Precast Show Spring Board Meeting August Budget Meeting (Exec. Committee only) Annual Convention • Careful review of association finances
Meeting Logistics Indemnification
Indemnification of Officers, Directors and other eligible persons
Liability Insurance Article IX of the NPCA Bylaws requires that all eligible persons be indemnified by the association “against all liability and expense that may be incurred by them with or resulting from any claim. ” To meet this requirement NPCA provides Officers and Directors Liability Insurance
Who does it cover? • Members engaged in association activities, such as: § § Board of Directors All Committees Subcommittees, Task forces and Any volunteer acting on behalf of NPCA at the direction of NPCA • Association Staff • The estate, heirs and personal representatives of the above
Coverage • $2 million per occurrence per year • $5, 000 deductible
Meeting Logistics Attendance, Financial Responsibilities and Conduct
Attendance Requirements • • • The Precast Show Spring Board Meeting (Strategic Planning) August Budget Meeting (Executive/Audit Committee only) Annual Convention Committee meetings and conference calls (for Liaisons) • Conference calls as needed
Reimbursement Policy • Airfare, hotel accommodations, incidental charges and meals not sponsored by the association are the responsibility of the member at all meetings.
Conduct Before a Board Meeting • Careful review of all meeting materials Conduct During Meetings • Maintain professionalism • Active participation in meetings and conference calls • All mobile phones off, or on pulse or vibrate mode
Meeting Logistics Voting
Voting • Any board or committee member may make a motion • Any other board or committee member may second a motion • Chairman must then open floor for discussion § Original motion may be withdrawn by member who made motion § Chairman takes vote on motion: majority rules • Voting by proxy is not allowed for the Board of Directors
Meeting Logistics Meeting Minutes
Association Meeting Minutes • Represent the legal record of business transacted at association meeting • Accorded great evidentiary weight by both administrative agencies and the judiciary • In some instances the association may ask legal counsel to review minutes prior to their submission for approval
Association Meeting Minutes • The official written historical record of association proceedings • Minutes are on file at the association headquarters and are open to inspection by the members
Association Meeting Minutes: Format • All minutes should state date, time and place of the meeting • Minutes should be a simple, clear, concise record of actions taken during a meeting • Minutes should be a record of what occurred, rather than what was said • Consideration and approval of previous meeting’s minutes should be recorded during the course of every meeting
Association Meeting Minutes: Format • Written reports should be referenced and attached when needed to clarify and explain business transacted • Complete motions should be recorded along with who made the motion, who seconded it and the result of the vote • Minutes should be finalized within 30 days of the close of the meeting
Who takes minutes? • Traditionally, minutes are the duty of the secretary • In some cases, NPCA staff may take minutes • Staff typically edits, distributes and files the minutes. This is done to free volunteers from clerical administrative duties • The chairman may designate a volunteer (usually the secretary) to record the minutes
When are minutes taken? • All formal meetings of the association, including all board meetings, committee meetings, product committee meetings, subcommittee meetings and task force meetings, whether in person or during a conference call.
Meeting Logistics Antitrust Policy
Antitrust Policy BACKGROUND Sherman Act of 1890 • Prohibitions of the act are general in nature • The body of Antitrust law has been built through judicial decisions • United States Antitrust law generally seeks to preserve free and unfettered competition as the rule of trade • Sherman Act has seven sections. Only two apply to trade associations
Antitrust Policy DEFINITIONS Violation of the Sherman Act • Violation of the act is a federal felony offense • Violators may be fined and/or imprisoned (not to exceed three years) • The act is enforced by the Antitrust division of the U. S. Department of Justice
Antitrust Policy DEFINITIONS Violation, continued • Congress created the Federal Trade Commission in 1914 to enforce the act • Almost all states have state laws mirroring the Sherman Act, so violators can be prosecuted at the federal and/or state levels
Antitrust Policy DEFINITIONS Sherman Act policies and procedures apply to: All membership, board, committee and other meetings sponsored by NPCA, all meetings attended by representatives of NPCA and to the association’s employees
Antitrust Policy What is prohibited? • Discussions of prices or price levels • Discussions of company operations that might influence labor or services • Allowances for discounts • Terms of sale • Credit arrangements, profit margins, mark-ups • Divisions of territories or customers • Boycotts in any form
Antitrust Policy Staff Liaison Responsibility: • Acknowledge and announce any potential Antitrust infringement • Request such announcement be noted in the minutes • If Antitrust conversations continue, leave the room and request that such action be noted in minutes
Advancing through NPCA Leadership Getting to the Board
Board of Directors Nominations • Handled by Nominating Committee • Refer to Board Policies, Section 303
Executive Committee Nominations Nominating Committee • Consists of five members, including immediate past chairman of the board • Generate list of potential board members (nominees) and submit to membership at least 45 days prior to the annual meeting • Cannot nominate a member of the nominating committee • Submit at least one name for § Secretary/Treasurer § Chairman-Elect
Advancing through NPCA Leadership Getting Noticed
Association Recognition Awards Douglas G. Hoskin Award • Program approved by BOD in 1976 • Named for Douglas Hoskin, an NPCA founding father • Initially designed as regional competition • Acknowledges individual who sponsors most new members in each calendar year
Association Recognition Awards Top Gun Club • 1996 Revamping of Hoskin Award program • Reflects NPCA’s commitment to be the world’s fastest growing trade association in the concrete-related industry • Individuals enter program upon sponsoring their first new member
Association Recognition Awards Top Gun Club • Award Levels § 5, 10, 15, 20, 25, 50 and 100 new members § Awards are cumulative • Annual top producer § Each calendar year, the individual sponsoring the most new members receives the Douglas G. Hoskin Award
Association Recognition Awards Robert E. Yoakum Award • Honors Robert E. Yoakum, an NPCA founding father • NPCA Board announced the creation of the award at its Board of Directors meeting on March 12, 1966
Association Recognition Awards Robert E. Yoakum Award • Presented annually to the person selected whose ideal, service and promotion of Precast Concrete has been most beneficial to the National Precast Concrete Association and the Precast Concrete Industry. • First award given in 1967 to Douglas G. Hoskin, it is still NPCA’s highest honor
NPCA Foundation
NPCA Foundation Separate entity from NPCA • Separate Budget • Separate Board of Directors • 501(c)(3) Not for Profit Organization
Conclusion
Association Leadership School Purpose of Association Leadership School • Groom Future Leaders • Develop pool of potential Board of Directors nominees • No guarantee of appointment
Association Leadership School Please proceed to the exam to complete this course • Print out all documents • Click on “Click Here - to take the ALS Exam” to reach exam
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