Association Leadership School. Introduction Welcome Purpose of Association Leadership School Groom...

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

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…

Timeline…1978

19881989

1991

1978: Product Sections formed

1988: Plant Certification Program launched with 17 participants

1989: NPCA Educational Foundation incorporated

1991: NPCA hires its own staff


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


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


Timeline… 2002

2001: Grassroots political action network launched

2002: Precast Solutions magazine launched

2002: Budget surpasses $3.7 million

2001


Timeline… 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

2004


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


Timeline…2008

20092010


2008: MC Magazine becomes Precast Inc.

2009: The launch of Precast University

2011: The Precast Show adds former MCPX partnersNCMA 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)

2011

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 THENMembership = 75

Plant Certification = 17

Web site – text only


NPCA NOWMembership = 857

Plant Certification = 359

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 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

Chairman-Elect

Secretary/Treasurer

3 at-large board members

• Ex-Officio Members

Past Chairman

NPCA President

Executive Committee

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.


Administer the industry’s most comprehensive certification program that is valued and utilized by members and essential to customers and specifiers.


Enable broad stakeholder involvement through customized means of affiliation and interaction that promotes education and advocacy for the industry.


Lead and educate the industry in sustainability best practices

LEED GOLD

NPCA Committees

Who are they? What do they do?

Introduction to NPCA Committees

Committees• Standing

Executive Nominating

• Board Appointed Education Quality Assurance Safety, Health & Environmental Sustainability 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 Committee

Board Appointed Committees : Accountability

Board of Directors

Education CommitteeQuality Assurance

Committee

Safety, Health &Environmental Committee

Technical Committee

Convention Planning Committee

Sustainability Committee

Standing Committees : Accountability

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


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.


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

BuildingsManhole

Precast Concrete Paving SlabsStormwater Management

Utility StructuresWall

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

EducationCommittee

Quality Assurance Committee

Safety, Health &Environmental

TechnicalCommittee

Convention Planning Committee

Sustainability Committee

Product Committees

Committee Structure

Your Role in NPCA’s Strategic Plan

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)

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

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

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)

DEFINITIONS

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: Definitions• Section 200: Board of Directors• Section 300: Committees• Section 400: Affiliate Membership• Section 500: Association Communications• Section 600: Meetings/Conventions• Section 700: Associate Members

NPCA Governance

BOARD OF DIRECTORS

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

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: Board Appointed Committees• Section 301: Standing Committees• Section 302: Executive Committee• Section 303: Nominating Committee• Section 304: Product Committees• Section 305: Voting & Parliamentary

Procedures• Section 306: Project Funding• Section 307: 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 tax-exempt purpose

• Remain subject to tax on unrelated business income (UBIT) $TAX

EXEMPT

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

• 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 committees

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

Indemnification

Meeting Logistics

Indemnification of Officers, Directors and other eligible persons

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 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

Attendance, Financial Responsibilities and Conduct

Meeting Logistics

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

Voting

Meeting Logistics

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 Minutes

Meeting Logistics

• 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

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.

Antitrust Policy

Meeting Logistics

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 trade

• Sherman Act has seven sections. Only two apply to trade associations

BACKGROUND

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

• 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

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

DEFINITIONS

What is prohibited?

Antitrust PolicyAntitrust Policy

• 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

• 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 Policy

Getting to the Board

Advancing through NPCA Leadership

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

Getting Noticed

Advancing through NPCA Leadership

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


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 member


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


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


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


Purpose of Association Leadership School

• Groom Future Leaders• Develop pool of potential

Board of Directors nominees

• No guarantee of appointment


Please proceed to the exam to complete this course

• Print out all documents• Click on “Click Here -

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Association Leadership School. Introduction Welcome Purpose of Association Leadership School Groom...

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