Proposed Changes to the Executive Committee

Gary Poleskey, PresidentJanuary 22, 2010

Executive Committee Charter

•The Executive Committee makes decisions in the absence of the full Board of Directors within the limitations specified herein, focuses the Board’s work by steering the agenda, coordinates the work of the Board and its Committees, and serves as a principal sounding board and advisor for the President and the Executive Director.

- NCMA Policy 3-1, Board Committee Charter: Executive Committee (November 2008)

2

Executive Committee Composition

•The President serves as the Chairperson of the Committee.

•The Committee will be composed of the officers, specifically the President-elect, the Past President, the Secretary, the Treasurer, and the Executive Director.

- NCMA Policy 3-1, Board Committee Charter: Executive Committee (November 2008)

3

Opportunity•Realign the Executive Committee to match how we

actually operate.– Secretary duties performed by staff.– Day to day treasurer duties performed by the CFO– Treasurer and Chair of the F&B Committee have been same

person– People elected annually are valuable – roles have changed– Key committee chairs increasingly critical to Association

success.

4

Changes Since Last Board Meeting I received 5 e-mails in response to my request at the

last Board meeting No way to know the nature of the concerns of the other 4 “no”

votes received at the Board meeting

Consensus of Inputs received Elimination of the Treasurer and Secretary positions acceptable Reduce the size of the Board to a maximum of 21 voting members No need or desire to add to the number of Board elected positions

Some sentiment that we need flexibility to change the Committee Chairs included on the EC

Changes made to the proposal are responsive to these inputs

5

Proposal Under Consideration

•Designate the Chairs of the Advocacy, Professional Standards & Ethics, and Finance & Budget Committees as voting members of EC.– All three would continue to be nominated by the President and

approved by the Board– Changes to the appropriate policy documents will make it

mandatory that the Chairs of these three committees be Board members

– This policy would be stated in the EC Policy and therefore could be changed at any time by a majority vote of the Board

•Change the Treasurer and Secretary to non-Director, appointee (probably staff) positions.

6

Current EC vs. ProposedAs-is Proposed

President President

President-elect President-elect

Past President Past President

Treasurer Chair, Finance and Budget Committee

Secretary Chair, Advocacy Committee

Executive Director* Chair, Professional Standards and Ethics Committee

General Counsel* Executive Director*

General Counsel*

* Ex officio non-voting member

7

Impact on Board Elections

As-is Proposed

Maximum of 21 voting members

No Change

12 member-elected Directors (4 each year)

No Change

6 Board-elected Directors (2 each year)

No Change

5 Board-elected Officers (Three Presidents, Treas, & Secy)(3 each year)

3 Board-elected Officers (Three Presidents)(1 each year)

8

Recommendation

• Approve revisions to the following in accordance with the motions contained in the Board Brief:

– Policy 1-2, NCMA Bylaws– Policy 2-1, Board of Directors – Policy 2-5, Secretary– Policy 2-6, Treasurer– Policy 2-8, Executive Director– Policy 3-1, Executive Committee– Policy 3-3, Finance and Budget Committee– Policy 3-5, Asset Management Committee – Policy 3-9, Committee on Professional Standards and Ethics– Policy 3-11, Advocacy Committee– Policy 5-12, National Election Policy

9

10

Backup Charts

EC Change Would Not ViolateVirginia Non-Stock Corporation Act§ 13.1-872. Required officers. A. Except as provided in an agreement authorized by § 13.1-852.1, a

corporation shall have such officers with such titles and duties as shall be stated in the bylaws or in a resolution of the board of directors that is not inconsistent with the bylaws and as may be necessary to enable it to execute documents that comply with subsection F of § 13.1-804.

B. The board of directors may elect individuals to fill one or more offices of the corporation. An officer may appoint one or more officers or assistant officers if authorized by the bylaws or the board of directors.

C. The secretary or any other officer as designated in the bylaws or by resolution of the board shall have responsibility for preparing and maintaining custody of minutes of the directors' and members' meetings and for authenticating records of the corporation.

D. The same individual may simultaneously hold more than one office in the corporation. 11

Required Implementation Actions

1. Revise:– Policy 1-2, NCMA Bylaws– Policy 2-1, Board of Directors – Policy 2-5, Secretary– Policy 2-6, Treasurer– Policy 3-1, Executive Committee– Policy 3-3, Finance and Budget Committee– Policy 3-5, Asset Management Committee – Policy 3-9, Committee on Professional Standards and Ethics– Policy 3-11, Advocacy Committee– Policy 5-12, National Election Policy

2. Appoint a Secretary and Treasurer12