Proposed Changes to the Executive Committee

Gary Poleskey, PresidentNovember 7, 2009

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)

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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)

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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.

•Provide more flexibility to recruit and elect Board-elected directors.– Two board-elected officers replaced by two board-elected directors.– Emphasis on broad skills and expertise in lieu of narrower focus

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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

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

•Add two Board-elected Director positions to the Board.

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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

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Impact on Board Elections

As-is Proposed

Maximum of 23 voting members

No Change

12 member-elected Directors (4 each year)

No Change

6 Board-elected Directors (2 each year)

8 Board-elected Directors (Election Pattern 4-2-2 each year)

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

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

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Way Forward – Sense of the Board• Is the Board comfortable enough with this change to

implement in 2010 election cycle?• If Yes –

– We will prepare changed documents for vote in January meeting– Ask N&E Committee to conduct their screening to operate under

new structure if approved in January 2010

• If No – – We will prepare changed documents for vote in January meeting– Instruct N&E Committee to conduct their screening under

current rules– Delay change to election process until 2011, if new structure is

approved in January 2010

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Executive Committee Thoughts Implementation of this change would impact a number

of Association policies and the by-laws but all changes would be very straight-forward

Revision of Treasurer policy (2-6) and Finance & Budget Committee (F&B) (3-3) would be done to ensure existing financial oversight responsibility resident in those two positions would reside in the new F&B Committee Chair

Verified that the change would not violate the Association Charter or the Virginia Non-Stock Corp Act

Could easily be implemented in 2010 with little impact Other Board Member Thoughts???????

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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

Impact on Board Elected Positions *

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Year 2008 2009 2010 2011 2012 2013 2014 2015 2016

Position A A elected A Term A Term A elected A Term A Term A elected A Term A Term

Position B B elected B Term B Term B elected B Term B Term B elected B Term B Term

Position C Treas P1 Treas P2 C elected C Term C Term C elected C Term C Term C elected

Position D Secy P1 Secy P2 D elected D Term D Term D elected D Term D Term D elected

Position E E elected E Term E Term E elected E Term E Term E elected E Term

Position F F elected F Term F Term F elected F Term F Term F elected F Term

Position G G elected G Term G Term G elected G Term G Term G elected

Position H H elected H Term H Term H elected H Term H Term H elected

President Elect P1 Elect P2 Elect P3 Elect P1 Elect P2 Elect P3 Elect P1 Elect P2 Elect P3

Total

Board 5 5 5 3 3 5 3 3 5

Elected

* Years represent election years – Years served would follow by one year