Association Leadership School Introduction Welcome Purpose of Association

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 NPCA THEN NPCA NOW Membership = 75 Membership = 857 Plant Certification = 17 Plant Certification = 359 Web site – text only Web site – 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 is dedicated to expanding the use of quality precast concrete. NPCA provides industry leadership by promoting precast concrete, identifying opportunities, addressing challenges to the industry, and supporting and developing 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.

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. 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.

NPCA Strategic Plan – Goal 1 Build a powerful brand identity known for premier technical expertise and resources, respected and utilized by the industry.

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.

NPCA Strategic Plan – Goal 3 Enable broad stakeholder involvement through customized means of affiliation and interaction that promotes education and advocacy for the industry.

NPCA Strategic Plan – Goal 4 Lead and educate the industry in sustainability best practices LEED GOLD

NPCA Committees Who are they? What do they do?

Introduction to NPCA Committees • Standing • Product Committees § Executive § Nominating § Buildings Product Committee § Manhole Product Committee • Board Appointed § § § Education Quality Assurance Safety, Health & Environmental Sustainability Technical Convention Planning § Precast Concrete Paving Slabs Product Committee § Stormwater Management Product Committee § Utility Structures Product Committee § Wall Product Committee § Water & Wastewater Product Committee

Board Appointed Committees : Accountability Board of Directors Education Committee Quality Assurance Committee Safety, Health & Environmental Committee Technical Committee Convention Planning Committee Sustainability 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 submit 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 and to oversee programs and courses Quality Assurance • To develop, review and oversee programs and materials that promote the manufacture of quality precast concrete

Mission : Board Appointed Committees Safety, Health & Environmental • To develop and oversee programs and tools that promote plant safety, health and environmental practices Sustainability Committee • Implements strategies to move the industry to more sustainable practices. • Educate and provide members with tools to position themselves as viable sources of sustainable products. • Works with other industry partners to promote the sustainability of precast concrete.

Mission : Board Appointed Committees Technical Committee • To act as a technical resource to other committees and task forces • To recommend best practices • To review and oversee technical material relating to production and programs. Convention Planning • To develop a schedule of events for the annual NPCA convention

Product Committees : Accountability Board of Directors Product Committees Buildings Manhole Precast Concrete Paving Slabs Stormwater Management Utility Structures Wall Water & Wastewater

Mission : Product Committees • Product Committees • Gather information, investigate and address threats and opportunities and develop industry standards and practices

NPCA Leadership Structure Board of Directors Convention Planning Committee Technical Committee Education Committee Quality Assurance Committee Safety, Health & Environmental Sustainability Committee Product Committees

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 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 Educational Foundation

NPCA Educational 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

Association Leadership School