House of Delegates Orientation2014

Arthur E. Schwartz, Esq, CAE NSPE Deputy Executive Directoraschwartz@nspe.org

moderator

introduction

Mark J. Golden, CAE, F.ASAENSPE Executive Director & NSPE Secretary

Harvey D. Hnatiuk, P.E., F.NSPE NSPE President-Elect

introduction | NSPE

• An organization for and of leaders of our profession

• Chapter, state, and national together striving for a common vision and mission

introduction | NSPE Vision

NSPE is the recognized voice and advocate of licensed

professional engineers.

introduction | NSPE Mission

NSPE, in partnership with the State Societies, is the organization of Professional Engineers (PEs)

and Engineering Interns (EIs). Through education, licensure advocacy, leadership training,

multidisciplinary networking, and outreach, NSPE enhances the image of its members

and their ability to ethically and professionally practice engineering.

introduction | NSPE Values

• Protection of the public welfare above all other considerations

• Ethical and competent practice of engineering

• Innovation through the creative application of math, science, and engineering

• The PE license as the highest standard of professionalism in engineering

introduction | NSPE Values

• Continuous learning for professional growth– Technical– Professional

• Growth in the number of licensed Professional Engineers

• Teamwork, unity, and fellowship of all PEs across all disciplines

• Commitment to the future of the licensed Professional Engineer

Introduction

• Background on Race for Relevance

• Role of Task Forces

• Final Report (July 2013)

• Enhance the Membership Process

• Enhance Collaboration

• Enhance Marketing

• Enhance Programs, Products and Services

• Reassert NSPE Relevance

NSPE Race for Relevance

introduction

• Background on NSPE Strategic Direction – (Approved, NSPE Board of Directors, January 2014)

• Organizational Commitment

• NSPE Race for Relevance Framework

• NSPE Race for Relevance Accomplishments to Date

• Enabling Structure

• Governing Values

• Reaffirming the Mission

NSPE Strategic Direction

introduction

• Strategies –

• Member Value

• Advocacy

• Content

• Collaboration

• Member Engagement

• Professional Leadership Development for Licensed Professional Engineers

• Action Plan

NSPE Strategic Direction

introduction | Today’s Session

May 27, 2014 – NoonOverview of NSPE House of Delegates and

NSPE Board Responsibilities

June 3, 2014 – NoonNSPE House of Delegates Meeting Agenda

Preview

WEBINARONE

WEBINARTWO

Overview of Responsibilities

• Leadership (policy)• The role of the HoD

versus

• Operational (governance and management) • The role of the BoD

• Jointly work to guide NSPE• Effectively• Legally• Ethically• Nimbly

NSPE House of Delegates (HoD) and NSPE Board of Directors (BoD)

Legal Requirements

• NSPE was formed under South Carolina Non-Stock Corporation Law in 1934, and operates lawfully as a Foreign Corporation in Virginia

• Board of Directors shall have ultimate authority and responsibility for the corporation (under SC and VA law)

• Board of Directors may delegate certain corporate authority and responsibility to another entity within the corporation (under SC and VA law)

NSPE House of Delegates Responsibilities – Bylaw 13

• One representative from each State Society

• One representative from each interest group not represented on the NSPE Board of Directors

• Members of the NSPE Board of Directors are also members of the NSPE House of Delegates

• Key Rules of Order and Parliamentary Procedure Primer–with NSPE House of Delegates Agenda on Web site

NSPE House of Delegates Responsibilities – Bylaw 13

• Adopt the Vision, Mission,Values, and Goals for NSPE

• Establish the Strategic Plan,NSPE Code of Ethics, and Professional Policies

• Sole authority to elect the NSPE Officers and NSPE Board of Directors

• Sole authority to amend the NSPE Bylaws

NSPE House of Delegates Responsibilities – Bylaw 13

• Set Strategic Plan for NSPE• Guide NSPE by fulfilling its

responsibilities under Bylaw 13• Stay out of operations (the

responsibility of the NSPE BoD)• Communicate back to states and

chapters about national initiatives• Communicate back to national leaders

about state issues

NSPE Board of Directors – Bylaw 14

• Interpret all questions of policy and establish operating and administrative policies

• Administer the affairs of NSPE under the Bylaws and provisions of law (SC and VA law)

• Direct the investments and care of funds and make appropriations for specific purposes

NSPE Board Operational and Legal/Fiduciary Responsibilities

• Ensure that all components of the association are charged appropriately and are working in alignment toward implementation of the Strategic Plan

• Link meeting agendas and decisions directly to the Strategic Plan

NSPE Board Responsibilities

• Ensure the financial integrityof the association• Set financial policies tied to programmatic goals• Develop and approve an annual

budget linked to the Strategic Plan• Monitor financial outcomes & performance• View finances & resource development

NSPE Board Responsibilities

• Maintain a strong partnership with the chief staff executive by• Setting guidelines for authority,

responsibility, and accountability• Nurturing open, frequent, and honest

communication in both directions• Providing a mutually supportive environment

NSPE Board Responsibilities

• Evaluate these annually• Association policies• Financial performance• Chief Staff Executive• Board performance• Performance of all components of the

organization

NSPE HoD and NSPE BoD Responsible Participation

• Delegates and NSPE Board members participate responsibly by• Committing the necessary time and

coming to meetings well prepared• Engaging in meetings.• Execute appropriate board-level

work between meetings• Keeping politics in perspective• Supporting board decisions and

association policies to members and others

NSPE HoD and NSPE BoD Joint Legal Obligations

• Duty of care• Duty of loyalty• Duty of obedience• Duty to avoid conflict of interest• Duty to respect confidential

information

NSPE HoD and NSPE BoD Joint Legal Obligations | Duty of Care

• Ordinary, reasonable care• Honesty• Acting in good faith• Reasonable inquiry• Exercising sound business judgment• Reliance on experts

o Good faith reliance on attorneys, CPAs, etc. is required

o Filing of state and federal corporate and tax filings

o Undue influence, duress, or pressureis not acceptable: Enron, etc.

• Apparent authorityo Antitrusto Defamationo Etc.

NSPE HoD and NSPE BoD Joint Legal Obligations | Duty of Loyalty

• NSPE House of Delegates and NSPE Board members must• Remain faithful to the organization• Act in best interests of entire organization

o NSPE House of Delegate members and NSPE Board members learn from constituency, but vote what’s best for whole association based upon independent judgment

• Make personal, professional, business, and financial interests secondary to organization– fiduciary responsibility

NSPE HoD and NSPE BoD Joint Legal Obligations | Duty of Obedience

• NSPE House of Delegate members and NSPE Board members must act in accordance with• NSPE Bylaws• NSPE Policies and Procedures• Laws and Regulations

NSPE HoD and NSPE BoD Joint Legal Obligations | Conflicts of Interest

• NSPE House of Delegates members and NSPE Board members must• Disclose any apparent and real financial or

organizational conflict of interesto Delegate or Board member required to

reconcile and to advance the interests of both organizations served and to not “choose sides” on behalf of one of them

o The House of Delegates or the NSPE Board determine whether the conflict is apparent or real and whether one should recuse oneself from deliberations and a vote

NSPE HoD and NSPE BoD Joint Legal Obligations | Conflicts of Interest

• Avoid expropriation of programs/activities of the association

• Resign from the NSPE House of Delegates or NSPE Board if the financial or organizational conflict is so serious that you can’t fulfill your duties properly

• Financial or organizational conflict of interest standards also apply to committees, task forces, and interest groups

• Exception for donating goods/services to the society

NSPE HoD and NSPE BoD Joint Legal Obligations | Duty of Confidentiality

• NSPE House of Delegates and NSPE Board members must keep NSPE information confidential• Legal opinions• Member information• Disciplinary action• Employment information• Information marked as confidential as well as

unmarked information reasonably expected to be kept confidential

• All deliberations in executive session

Member Liability

Personal liability for NSPE House of Delegates or NSPE Board members

is rare, but the exposure exists.

Member Liability

• Delegates and Board members may be held personally liable for• Disclosure of confidential information• Antitrust violations• Defamation• Sexual harassment• Other

• As a general matter, in absence of bad faith or fraud, it is difficult to find liability

Member Liability

• NSPE Operating Policy 27:“NSPE shall defend any suits or claims asserted against its officers, directors, committee/task force/board members, and staff, past or present,in connection with their authorized activities on behalf of the Society, and shall indemnify and hold harmless individuals so involved.”

• NSPE carries association professional liability insurance to cover defense and potential damages.

Other Issues

• Sarbanes-Oxley IRS Form 990 • AP 54: Conflict of Interest

• NSPE HoD and NSPE Board Form• AP 55: Whistleblower• AP 56: Document Retention and Destruction• AP 57: Process for Determining Compensation• AP 58: Joint Ventures • Model state APs on NSPE Web site

o Leadership Toolbox

Intellectual Property

• Copyright and the Internet• Written material• Photos, designs,

illustrations• Written permission?• Attribution?• Licensing fees?• When in doubt, be prudent

and conservative.

9 Keys To Leadership Success

• Jean Frankel, association expert and President of Ideas for Action in Boca Raton, Florida, offers the following nine simple ways to become a more effective board member:

1. Educate yourself on both your industry and your association.2. Do your homework before the meeting.3. Be an engaged listener.4. Have an open mind.5. Learn and use facilitation skills.6. Respect the Board’s and the House’s time.7. Respect the Board’s and the House’s decisions and be a full

participant.8. Lead change and don’t resist it.9. Challenge yourself and grow as a leader.

Please type your questions or comments in the chat box.

QUESTIONS/COMMENTS

Thank You