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 ID: 562354
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Slide1
Association Leadership SchoolSlide2
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 financesSlide3
Course OverviewSlide4
Course Overview
Introduction
NPCA history
Board Structure
Strategic Plan
NPCA Committees StructureNPCA Governance Fiscal ResponsibilitiesMeeting Logistics Advancing Through NPCA LeadershipConclusion Slide5
NPCA History
How far have we come?Slide6
NPCA … Then and Now
1965
1969
1966
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
Timeline…Slide7
Timeline…
1978
1988
1989
1991
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 NowSlide8
Timeline…
1994
1995
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 NowSlide9
Timeline
…
1997
2000
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 NowSlide10
Timeline…
2002
2001:
Grassroots political action network launched
2002:
Precast Solutions magazine launched2002: Budget surpasses $3.7 million
2001
NPCA … Then and NowSlide11
Timeline…
2005
2004:
Board of Directors creates Preferred Future for the year 2010
2004:
Creation of Divisions and Product Committees announced2005: Budget passes $4.9 million
2004
NPCA … Then and NowSlide12
Timeline…
2006
2006:
Membership surpasses 1,000 companies
Plant Certification required by 22 State DOTs 300 Plants in the Plant Certification Program
2007:
Budget surpasses $6M
Creation of The Precast Show is announced
New NPCA
Prestress
Certification program launched
2007
NPCA … Then and NowSlide13
Timeline…
2008
2009
2010
NPCA … Then and Now
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)
2011Slide14
Timeline…
NPCA … Then and Now
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.
Slide15
NPCA THEN
Membership = 75
Plant Certification = 17
Web site – text only
NPCA … Then and Now
NPCA NOWMembership = 857 Plant Certification =
359
Web site – fully
interactive
Social media – engaging members and non-membersSlide16
Board Structure
Understanding the Board of DirectorsSlide17
Board Responsibilities (overview)
Strategic Planning
Yearly Budget
Monitor Committee ActivitySlide18
Board of Directors
15 board positions
12 Producers
1 Chairman
1 Chairman-Elect
1 Secretary/Treasurer3 Associates2 ex-officio positionsImmediate Past ChairNPCA PresidentSlide19
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 DirectorsDetermine the time and place for all meetings of the Board of DirectorsAct for the Board of Directors between meetings of the Board on matters requiring immediate attentionNominatingSubmits nominees for the officers and open directorship positions on the Board of Directors.Slide20
Executive Committee
Voting Members
Chairman
Chairman-Elect
Secretary/Treasurer 3 at-large board membersEx-Officio Members Past Chairman NPCA PresidentExecutive CommitteeSlide21
Board Meetings
The Precast Show (Winter)
Spring Strategic Planning
August Budget Meeting
(Executive/Audit Committee only)
Annual Convention (Fall)Conference calls as neededSlide22
NPCA Strategic Plan
“Begin with the end in mind”
Stephen CoveySlide23
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.Slide24
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.Slide25
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.Slide26
NPCA Strategic Plan – Goal 1
Build a powerful brand identity known for premier technical expertise and resources, respected and utilized by the industry.Slide27
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.Slide28
NPCA Strategic Plan – Goal 3
Enable broad stakeholder involvement through customized means of affiliation and interaction that promotes education and advocacy for the industry.Slide29
NPCA
Strategic Plan – Goal 4
Lead and educate the industry in sustainability best practices
LEED
GOLDSlide30
NPCA Committees
Who are they? What do they do?Slide31
Introduction to NPCA Committees
Committees
Standing
Executive
Nominating
Board AppointedEducationQuality AssuranceSafety, Health & EnvironmentalSustainability
Technical
Convention Planning
Product Committees
Buildings Product Committee
Manhole Product Committee
Precast Concrete Paving Slabs Product Committee
Stormwater Management Product Committee
Utility Structures Product Committee
Wall Product Committee
Water & Wastewater Product CommitteeSlide32
Board Appointed Committees : Accountability
Board of Directors
Education Committee
Quality Assurance
Committee
Safety, Health &
Environmental Committee
Technical Committee
Convention Planning
Committee
Sustainability CommitteeSlide33
Standing Committees : AccountabilitySlide34
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 DirectorsAct for the Board of Directors between meetings of the Board on matters requiring immediate attentionSlide35
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 Slide36
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 concreteSlide37
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.Slide38
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 PlanningTo develop a schedule of events for the annual NPCA conventionSlide39
Product Committees : Accountability
Board of Directors
Product
Committees
Buildings
ManholePrecast Concrete Paving SlabsStormwater ManagementUtility StructuresWallWater & WastewaterSlide40
Mission : Product Committees
Product Committees
Gather information, investigate and address threats and opportunities and develop industry standards and practices Slide41
NPCA Leadership Structure
Board of Directors
Education
Committee
Quality Assurance
Committee
Safety, Health &
Environmental
Technical
Committee
Convention Planning
Committee
Sustainability
Committee
Product
CommitteesSlide42
Committee Structure
Your Role in NPCA’s Strategic PlanSlide43
NPCA Committee Structure
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)
DEFINITIONSSlide44
NPCA Committee Structure
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
DEFINITIONSSlide45
NPCA Committee Structure
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
DEFINITIONSSlide46
NPCA Committee Structure
Product Committee
An entity created to address product-specific topics in accordance with and to fulfill the association’s strategic plan (Bylaw Article V)
DEFINITIONSSlide47
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 goalsMonitor and report on committee activitiesAppoint task group and sub-committee chairsIdentify and develop future volunteer leadersWork with NPCA staff on meeting agendas and programming
Focus on best interests of association
rather than on personal or constituent interestsSlide48
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 liaisonComplete tasks assigned by chairmanFocus on best interests of association rather than on personal or constituent interestsSlide49
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 privilegesSlide50
Role of Staff Liaison
Orient
incoming chairman
Attend
all committee meetings and conference calls
Provide pre-planning, on-site and administrative support to committeeCreate Strategic Plan Action Items to ensure that committee tasks are carried out in a timely fashionHelp prepare board reportsSlide51
NPCA Governance
Board Policies & ProceduresSlide52
NPCA Board Policies Overview
Section 100:
Definitions
Section 200:
Board of Directors
Section 300: CommitteesSection 400: Affiliate MembershipSection 500: Association CommunicationsSection 600: Meetings/ConventionsSection 700: Associate MembersSlide53
NPCA Governance
BOARD OF DIRECTORSSlide54
NPCA Board Policies
Section 200: Board of Directors
200.1 Responsibilities
200.2 Membership
200.3 Terms
200.4 Succession 200.5 Elections 200.6 Vacancies Slide55
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 membershipMonitor committee activitiesAppoint task group and sub-committee chairmenIdentify and develop future volunteer leadersSlide56
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 BoardAppoint chairmen and members to all board appointed and product committeesSlide57
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 expendituresChair of the Audit CommitteeSlide58
Role of Board Members
Report
to Chairman of the Board
Attend
and participate in all board meetings
Complete tasks assigned by chairmanAct as board liaison to a product committeeAct in best interests of the association and not on behalf of personal or constituent interestsSlide59
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 associationNon-voting member of the NPCA Board of DirectorsThe only position with authority to contractually obligate the associationFull and exclusive authority to hire, compensate and terminate NPCA staff as well as establish job descriptions, duties and responsibilities of all staff.Slide60
NPCA Governance
COMMITTEESSlide61
NPCA Board Policies (Committees)
Section 300
: Board Appointed Committees
Section 301:
Standing Committees
Section 302: Executive CommitteeSection 303: Nominating CommitteeSection 304: Product CommitteesSection 305: Voting & Parliamentary ProceduresSection 306: Project Funding
Section 307:
ReportingSlide62
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 committeesSlide63
Removal of Committee members
Committee
*
chairs
may be removed by the chairman of the board at any timeCommittee* 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 committeesSlide64
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 CommitteesSlide65
Fiscal ResponsibilitiesSlide66
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 foundedNo part of net earnings benefit any private shareholder or individual because a nonprofit organization does not have owners or shareholdersSlide67
Tax-exempt
Exemption from federal tax on income resulting from the tax-exempt purpose
Remain subject to tax on unrelated business income (UBIT)
$
TAX
EXEMPTSlide68
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 assetsSlide69
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 statementsCopies are available to the Board of DirectorsThe 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 siteSlide70
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 equitySlide71
The Budgeting Process
The Audit Committee (the Executive Committee serves as the Audit Committee) finalizes the proposed annual budget
The Board of Directors approves the Annual Budget
Staff compiles projected expenditures for programs and new initiatives requested by committeesSlide72
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 yearSlide73
Board Member Fiscal Responsibilities
Travel to all Board meetings, including:
The Precast Show
Spring Board Meeting
August Budget Meeting (Exec. Committee only)Annual ConventionCareful review of association financesSlide74
Indemnification
Meeting LogisticsSlide75
Indemnification of Officers, Directors and other eligible persons
Slide76
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
Liability InsuranceSlide77
Who does it cover?
Members engaged in
association activities, such as:
Board of Directors
All Committees
Subcommittees, Task forces andAny volunteer acting on behalf of NPCA at the direction of NPCAAssociation StaffThe estate, heirs and personal representatives of the aboveSlide78
Coverage
$2 million per occurrence per year
$5,000 deductibleSlide79
Attendance, Financial Responsibilities and Conduct
Meeting LogisticsSlide80
Attendance Requirements
The Precast Show
Spring Board Meeting
(Strategic Planning)
August Budget Meeting
(Executive/Audit Committee only)Annual ConventionCommittee meetings and conference calls (for Liaisons)Conference calls as neededSlide81
Reimbursement Policy
Airfare, hotel accommodations, incidental charges and meals not sponsored by the association are the responsibility of the member at all meetings.Slide82
Conduct
Before a Board Meeting
Careful review of all meeting materials
Conduct During Meetings
Maintain professionalism
Active participation in meetings and conference callsAll mobile phones off, or on pulse or vibrate modeSlide83
Voting
Meeting LogisticsSlide84
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 rulesVoting by proxy is not allowed for the Board of DirectorsSlide85
Meeting Minutes
Meeting LogisticsSlide86
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 MinutesSlide87
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 membersSlide88
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 meetingSlide89
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
Slide90
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 minutesSlide91
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.Slide92
Antitrust Policy
Meeting LogisticsSlide93
Sherman Act of 1890
Antitrust Policy
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 tradeSherman Act has seven sections. Only two apply to trade associations
BACKGROUNDSlide94
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
DEFINITIONSSlide95
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
Violation,
continued
Antitrust Policy
DEFINITIONSSlide96
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
DEFINITIONSSlide97
What is prohibited?
Antitrust Policy
Antitrust Policy
Discussions of prices or price levels
Discussions of company operations that might influence labor or services
Allowances for discountsTerms of sale
Credit arrangements, profit margins, mark-ups
Divisions of territories or customers
Boycotts in any form
Slide98
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
Staff Liaison Responsibility:
Antitrust PolicySlide99
Getting to the Board
Advancing through NPCA LeadershipSlide100
Board of Directors Nominations
Handled by Nominating Committee
Refer to Board Policies, Section 303 Slide101
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/TreasurerChairman-ElectSlide102
Getting Noticed
Advancing through NPCA LeadershipSlide103
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 yearSlide104
Association Recognition Awards
Top Gun Club
1996 Revamping of
Hoskin
Award program
Reflects NPCA’s commitment to be the world’s fastest growing tradeassociation in the concrete-related industry Individuals enter program upon sponsoring their first new memberSlide105
Association Recognition Awards
Top Gun Club
Award Levels
5, 10, 15, 20, 25, 50 and
100 new members
Awards are cumulativeAnnual top producerEach calendar year, the individual sponsoring the most new members receives the Douglas G. Hoskin AwardSlide106
Association Recognition Awards
Robert E. Yoakum Award
Honors Robert E. Yoakum,
an NPCA founding father
NPCA Board announced the
creation of the award at itsBoard of Directors meeting onMarch 12, 1966 Slide107
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 honorSlide108
NPCA Educational FoundationSlide109
NPCA Educational Foundation
Separate entity from NPCA
Separate Budget
Separate Board of Directors
501(c)(3) Not for Profit OrganizationSlide110
ConclusionSlide111
Association Leadership School
Purpose of Association Leadership School
Groom Future Leaders
Develop pool of
potential
Board of Directors nomineesNo guarantee of appointmentSlide112
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 examSlide113
Association Leadership School