Remodeling Summit Report · 1/30/2015 · January 9-10, 2015 in Phoenix , AZ 35 SNA Stakeholder...

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SNA Remodeling Summit • January 9-10, 2015© Tecker International, LLC • www.tecker.com

Remodeling Summit Report

January 20, 2015

Created by:Leigh Wintz and Glenn TeckerPrincipal ConsultantsTecker International, [email protected]

http://www.schoolnutrition.org/




Governance Modeling SummitJanuary 9-10, 2015 in Phoenix , AZ

35 SNA Stakeholder

RepresentativesSN Employees &

ManagersMary Betlach; Roxi Knops

SNA CommitteesAnnette Hendrickx-Derouin;

Victoria Moore; Jessica Shelly

SNA StaffPatti Montague;

Jennifer Lewi; Jean Geraghty;Kimberley Williams;

Patty Fitzgerald

Industry MembersHelene Clark; Jim Clough;

Barry Sackin;Cheryl Isberner

SNA Board of DirectorsJulia Bauscher; Linda Eichenberger;Jean Ronnei; Becky Domokos-Bays;

Wendy Weyer; Carol Weekly;Sara Gasiorowski

State Affiliate LeadersJanine Nichols; Peggy Rieper;

Kristin Morello

SNA Past PresidentsSandy Ford; Dorothy Caldwell;

Karen Johnson

School Nutrition Foundation

Scott Swogger State Agency MembersCheryl Johnson; Lynn Harvey

MembersMark Chavez; Brent Craig;

Reginald Ross; Ariane Maori Shanley

Allied OrganizationMary Pat Raimondi - AND

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AttendanceTABLE 1 TABLE 2

NAME STAKEHOLDER NAME STAKEHOLDER

Julia Bauscher SNA Board of Directors Linda Eichenberger SNA Board of Directors

Roxi Knops SN Employees/Managers/SNA BOD Carol Weekly SNA Board of Directors

Victoria Moore Committee Member Annette Hendrickx-Derouin Committee Member

Mark Chavez Member Brent Craig Member

Peggy Rieper State Affiliate Leader Cheryl Johnson State Agency Member

Cheryl Isberner Industry Member Helene Clark Industry Member

Patty Fitzgerald SNA Staff Jen Lewi SNA Staff

TABLE 3 TABLE 4

NAME STAKEHOLDER NAME STAKEHOLDER

Wendy Weyer SNA Board of Directors Lynn Harvey State Agency/Incoming SNA VP

Jessica Shelly Committee Member Ariane Maori Shanley Member

Sandy Ford SNA Past President/SNF Reginald Ross Member/State Affiliate Leader

Janine Nichols State Affiliate Leader Mary Betlach SN Employees/Manager

Scott Swogger SNF/Industry Member Karen Johnson SNA Past President

Kim Williams SNA Staff Barry Sackin Industry Member

Jean Geraghty SNA Staff

TABLE 5

NAME STAKEHOLDER

Sara Gasiorowski SNA Board of Directors 33 Total Participants

Kristin Morello State Affiliate Leader

Dorothy Caldwell SNA Past President

Jim Clough Industry Member

Mary Pat Raimondi Allied Organization

Patti Montague SNA Staff



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Agenda

Leigh Wintz Principal Consultant

Day 1· Introductions· Session Ground Rules· Review of Project Specifications· SNA Today

o SNA as a Form of Transportationo Environmental Scano Current Governance Model

· Design of Potential New Models

Day 2· Inspiring Trust in Governance· Evaluating Model Choices· Consensus Model· Next Steps



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Session Ground Rules

• Tables will function as discussion groups… everyone participates …

manage your time and appoint a recorder

• Use record forms and flip charts for table input – Forms will be collected

• Focus on the long term best interests of SNA as a whole ... multiple views

are welcomed

• Tables will be asked to share highlights with the full group

• Focus on ideas - not “wordsmithing”

• Dialogue will be used as the basis for full group discussion

• Results will provide options for further input from stakeholders and then

the board will decide



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Using a flip chart, draw a picture of SNA today if it were depicted as a form of transportation.

Be prepared to explain what organizational attributes are represented by certain details of the picture.



Table 1 – Tractor Trailer Table 2 – Cruise Ship

Table 3 – Bus Table 4 – Train

Table 5 – Airline Hub

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Data Gathering Task: Trends

At your tables please review the environmental

scan summary from 2014 (handout) and discuss

the following questions:

1. What has changed from a year ago?

2. Determine 3-5 to five trends in our industry are

the most significant considerations in thinking

about how the association should be organized

to carry out the strategic plan?



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What has changed from a year ago?

DemographicVeteran employees are not delaying retirement – being pushed out (regulations); managers/directors much moreBusiness/EconomicIncreased costs heightenedLegislative/RegulatoryPrescriptive regulations have escalatedPolitics/Social ValuesElection 2014 predictable – the balance of power and what it will be remains uncertain but in more conflict



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Trends in our industry that are the most significant consideration thinking about

how the association should be organized to carry out the strategic plan?

Veracity of regulatory changes and demands (too many) (3)

Demographic trends in school nutrition and in general making it difficult to recruit

volunteer leaders (2)

School nutrition and child nutrition programs will continue to struggle with a

limited and stagnant pool of funds that keep shifting to more and more buckets

Number of stakeholders in school nutrition programs keeps increasing, with

higher and more diverse expectations. We face unprecedented public scrutiny

from louder voices with more diverse platforms – and while this is cyclical, we

don’t think that will be true for the future – we can and should expect this to

continue

Increase for training for all levels of membership

More collaboration with allied groups – more united message

Enhance the image of SNA for children’s health

Declining participation may have a negative impact on membership and meeting

attendance

Diverse workforce – skill level; time of commitment; age of employees



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Trends in our industry that are the most significant consideration thinking about

how the association should be organized to carry out the strategic plan?

• Marketing to the internal customer (PR) new technology – more information available to families. The use of social media and technology has more information available and has made our customers more curious

• External customers (PR) – legislative regulatory bucket – common core; minimum number of hours – build stronger relationships with allied organizations

• The overall changes in industry across all constituents• Cost of delivering the service/food• Evolving needs of the customers – the kids (diets, allergens, etc.)• Our mutual opportunity to be part of a generational change in nutritional eating

habits• Political environment is in conflict - political nimbleness• Generation and diversity issues within membership should be reflected

throughout the governance structure• Earn credibility within educational environment• Social media has empowered positive and negative actions regarding school

nutrition programs• The impact of regulation changes have reduced profitability, which may drive

companies out of the market driving costs up



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What must any governance model for SNA “be”, “be like” or “do”? What must any model for SNA not “be”, “be like” or “do”?

Design Specifications

Must be / be like / do: Must not be/be like/do:

TransparentAccountable Etc.

UnifiedRepresentativeDiverseEtc.

AdvocacyStrategicNimbleEtc.



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What must any governance model for SNA “be”, “be like” or “do”? What must any model for SNA not “be”,

“be like” or “do”?

Be Like/Do• Inclusive• Transparent• Knowledge based• Proactive• Nimble • Strategic• Collaborative

NOT Be Like/Do• “Representative OF”• Bureaucratic• Overly reactive, based

on emotions or personal agendas

• Cliquish• Difficult for members to

understand• Be restrictive



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Name of Body

Number

Composition

How Selected

Responsibility

Meeting Schedule

Staff Liaison

Accountability and Resources

MembershipInvolvement

Other

MODEL #______ Group Recorder ________________________



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InstructionsNumber and CompositionHow big (number of parts) and what are the elements that comprise it? What types of representation are important – functional, geographic, segment/special interests?How SelectedHow are candidates identified/nominated/elected/appointed? What are the criteria/requirements for each position? Are they the same or are they different for different roles? What are the terms of office? What is the maximum number of terms? Required interruptions in service?Roles And ResponsibilitiesWho is it accountable to? What is it accountable for? What is its role in governing/policy setting? Is it responsible for defining goals to be accomplished or accomplishing those goals? How does it gather the information and knowledge it needs to make informed decisions?Meeting Schedule and FocusHow frequently does the entity meet? What is its charge? What is a quorum? Can conference calls or other electronic means be used to conduct business? What kinds of issues/activities should comprise its agendas?Staff Liaison: What staff support is needed? Position? How much time will be required?Accountability And ResourcesHow will the entity be held accountable? To whom will it be accountable? What kind of resources will it control/have oversight for? Membership Enfranchisement and InvolvementIn what ways can members provide input to the policy and decision-making processes of the entity? How can the entity ensure that member needs are recognized and addressed? How can members actively participate in the work of the entity? How are members informed about the work of the entity?



Remodeling Choices – include Current Model

Model # ____ Group recorder:_________________________________

Advantages Disadvantages

PlaceRatingHere

1 = Really like it !2 = Like it , but it needs some tweaking.3 = Can live with it, but significant modification will be required.4 = Really do not like it.5 = No way; not ever! X = its our group’s model

Current SNA Governance ModelSNA Members

House of Delegates

Board of DirectorsChief Executive

Officer

Headquarters Staff

Chapter Affiliates

Local Chapters

9 Standing Committees

• Education• Executive• Finance • Member Services• Nominating• Nutrition• Public Policy &

Legislation• Research• Resolutions & Bylaws

2 Advisory Boards

• Industry• Past Presidents

Membership Section Advisors• SN Emp/Mgr• State Agency• Industry• Major City• District Director• College Personnel

SNA’s Current StructureName of Body Board of Directors Executive Committee Finance Committee Board Committees

Number 19 voting directors plus non-

voting ex-officio Chief Executive

Officer (CEO)

6 voting members plus non-

voting ex-officio CEO6 voting members plus non-voting ex-officio CEO

2 Ad Hoc Board

Committees

Composition 4 Officers, 7 Regional Directors,

5 Standing Committee Chairs

(Ed, MS, Nut, PPL, Res), 3

Member Section Reps (SN

Emp/Mgr, State Agency,

Industry), CEO

President, President-elect, Vice

President, Secretary/ Treasurer,

Chair of Regional Directors,

Chair of Committee/Sections

and CEO

Secretary/Treasurer (Chair), President, President-elect, Vice President, Chair of Reg Dirs, Chair of Comm/Mem Sections and CEO

Audit – Sec/Treas, 2nd

Year Board member and

1st Year Board member.

Ethics – VP, 2nd Year

Board mem and 1st Year

Board mem

Terms 1 Year Term – Pres, Pres-elect,

VP; 2 Year Terms – All other

Board Directors

1 Year Term 1 Year Term 1 Year Term

How Selected Direct election and by virtue of

office

By virtue of office By virtue of office By virtue of office and

appointment

Responsibility Provides strategic direction,

serve as fiduciaries and oversees

business and financial affairs,

selects and appoints CEO, and

identifies and recruits future

leaders

Acts on behalf of the Board

when not in session. Reviews and approves annual budget and all new nonbudgeted items to be brought to Board and reviews and updates Investment Policy

• Oversees annual

audit

• Addresses ethical

complaints or issues

Meeting Schedule In person 3x annually

Teleconference as needed

In person 4x annually

Teleconference as neededIn person 3x annually


Audit – October with

auditor

Ethics – As needed

Staff Liaison Chief Executive Officer Chief Executive Officer Staff VP Finance & Technology/Controller

Audit – SVP Finance & Technology/ControllerEthics - CEO

Board Liaison/ Other

Compliance with 501(c)4

regulation, (i.e., tax reporting)

Compliance with 501(c)4

regulation, (i.e., tax reporting)Compliance with 501(c)4

regulation, (i.e., tax

reporting)

Compliance with 501(c)4 regulation, (i.e., tax reporting)

SNA’s Current StructureName of Body Nominating Committee Standing Committees House of Delegates Advisory Boards

Number 7 voting members, plus Chair who is the Immediate Past President and nonvoting member

7 committees including

Nominating -- Education,

Member Services,, Nutrition,

Public Policy & Legislation,

Research, Resolutions & Bylaws

Approximately 145 delegates

(depends on number of state

delegates annually)

2 Advisory Boards

• Past Presidents

• Industry

Composition Immediate Past President (Chair) and 7 Regional Representatives

SN Operator Members and 1 SN Industry Member per Committee

• State delegates

• Board of Directors

• National Committee Chairs

• Past Presidents

• CEO – Nonvoting member

• Past Presidents – Past SNA

National Presidents

• Industry –Industry

Member Reps

Terms 1 year Term – Chair; 2 Year Term – Regional Reps

3 Years – Operator Mems2 Years – Industry Mems

For annual meeting of House Past Pres – No term

Industry – 3 year term

How Selected Chair – by virtue of office; Regional Reps – elected by members in region

Appointed by President-elect and approved by the Board

• State delegates - -

appointed by state

• Board of Directors and

Committee Chair by virtue

of office

• 3 Past Pres– appointed by

Advisory Board

• Past Presidents – Past SNA

National Presidents

• Industry – SNA Industry

Member Representatives

Responsibility Seeks potential candidates and selects slate of candidates for open offices in annual election

Policy, functional or issue-

oriented as detailed by annual

charges

Adopts and amends Bylaws and Articles of Incorp, debates CN issues and approves dues increases

Advises Board and carries

out annual charges if

assigned

Meeting Schedule In person in July and viateleconference as needed

In person in Oct and Apr and via

teleconference as neededAnnually in July PPs – March and July

Industry – SNIC and via

teleconferences

Staff Liaison Chief of Staff Subject matter experts Exec Asst and Manager State Affiliate Relations

PPs – Chief of StaffIndustry – SVP Bus Devel


SNA Polices and Procedures SNA Policies and Procedures Roberts Rules of Order SNA Policies and Procedures

SNA’s Current Structure

Name of Body Membership SectionAdvisors

ChapterAffiliates

Number 6 Total• SN Emp/Mgr• State Agency• Industry• Major City Director• District Director• College Personnel

51

Composition 3 on the Board – SN Emp/MgrRep, State Agency Rep and Industry Rep 1 – State Agency (has advisory committee)

Various

Terms 2 year terms Various

How Selected 3 - Board positions elected by Section Members3- Appointed by Pres-elect and approved by the Board

Self formed; affiliated by application. No agreements in place.

Responsibility Represents interests of membership section

Independent organizations with missions that closely aligns with SNA’s

Meeting Schedule

State Agency – AnnuallyOthers – Via teleconference

Various

Staff Liaison Staff Assigned Manager of State Affiliate Relations


SNA Policies & Procedures Regional Directors

Proposed Model Table 1

Board of Directors(13 total)

Executive Committee President, President-elect,

Vice President

Chief Executive Officer

School Nutrition Foundation

State Affiliates

Nominating Committee

Task Force

Industry Advisory Board

Past Presidents Advisory Board

Industry

State Agency

Operator Representatives

Education

Community/Members

Public Policy & Legislation

Regional Director 1

Regional Director 2

Regional Director 3

Regional Director 4

Headquarters Staff

Name of Body Board of Directors Executive Committee Board Committees Community/Member

Committee



Officer (CEO) and SNF chair.

Total 15


voting ex-officio CEO

2 Ad Hoc Board

Committees

Chair plus 7 voting

members

Composition 3 Officers, 4 Regional Directors,

3 Standing Committee Chairs

(Education,

Community/Member, PPL), 3


Operator, State Agency,

Industry), CEO, SNF chair

President, President-elect,

Vice President/Treasure,

Secretary/ Treasurer, 2 At

Large from the Board and CEO

Audit – Sec/Treas, 2nd

Year Board member

and 1st Year Board

member. **check

legal requirements of

composition

Ethics – VP, 2nd Year

Board mem and 1st

Year Board mem

2 SN Operator (Director,

MC Director), 1

employee manager, 1 SN

Industry Member, 1 State

Agency, 2 at large plus

the Chair

Terms 1 Year Term – President,

President-elect, VP/Treasure; 3

Year Terms – All other Board

Directors

1 Year Term 1 Year Term 3 Years – All Members

2 Years – Industry Mems

How Selected Direct election culminating at

ANC and by virtue of office

By virtue of office and

Presidential Appointment

By virtue of office and

appointment

Appointed by President

in collaboration with the

chair and approved by

the Board.



Committee

Criteria &

Requirements

See Eligibility Standards in SNA

Bylaws. Proposed change to

Section G. #1-D: Be regularly

employed in an eligible field.

VP: Section g. #2-A&B The

VP/Treasure shall have a min. of

the SNS Credential or certificate

level 3, knowledge of finance

and budgeting and have served

on SNA Board.

Committee Chair: Section #2-A:

Must have previously served on

their own committee. Delete

B,E, F, G, Amend D, H (change

position title)

Executive Committee Member

must be in the second year of

your term

Responsibility Provides strategic direction,

serve as fiduciaries and

oversees business and financial

affairs, selects and appoints

CEO, and identifies and recruits

future leaders

Keep the same


when not in session. Reviews

and approves annual budget

and all new nonbudgeted

items to be brought to Board

and reviews and updates

Investment Policy. Provides

input on committee

• Oversees annual

audit

• Addresses ethical

complaints or

issues

Policy, functional or

issue-oriented as

detailed by annual

charges



Committee



Keep the same



Audit – October with

auditor**check legal

requirements of

composition


Will meet twice a year

and teleconference as

needed

Staff Liaison Chief Executive Officer Chief Executive Officer

Staff VP Finance &

Technology/Controller

Audit – SVP Finance &

Technology/Controller

Ethics – CEO

Appropriate designation

Board Liaison/

Other

Compliance with 501I4





regulation, (i.e., tax

reporting)

SNA Policies and

Procedures


Name of Body Nominating Committee Education Committee PPL Committee Advisory Boards

Number 7 voting members, plus Chair

who is the Immediate Past

President and non-voting

member

Chair plus 7 voting members Chair plus 7 voting members 3 Advisory Boards

• Past Presidents

• Industry

• State Affiliates

Composition Immediate Past President (Chair)

and 4 Regional Representatives

and 3 at large

2 SN Operator (Director, MC

Director), 1 employee

manager, 1 SN Industry

Member, 1 State Agency, 2 at

large plus the Chair

• 2 SN Operator

(Director, MC

Director), 1 employee

manager, 1 SN

Industry Member, 1

State Agency, 2 at

large plus the Chair

• Past Presidents –

Past SNA National

Presidents

• Industry –

• State Affiliates

Terms 1 year Term – Chair; 2 Year Term

– Regional Reps

3 Years – All Members


3 Years – All Members


Past Pres – No term


State Affiliates – 3 year

term

How Selected Chair – by virtue of office;

Regional Reps – elected by

members in region

Appointed by President in

collaboration with the chair

and approved by the Board.

Appointed by President in

collaboration with the chair

and approved by the Board.

• Past Presidents –

Past SNA National

Presidents


Name of Body Nominating Committee Education Committee PPL Committee Advisory Boards

Responsibility Seeks potential candidates and

selects slate of candidates for

open offices in annual election



charges



charges

Advises Board and carries

out annual charges if

assigned

Meeting Schedule In person in Spring and via

teleconference as needed

Will meet twice a year and






Staff Liaison Chief of Staff Subject matter experts SVP Government Affairs PPs – Chief of Staff

Industry – SVP Business

Development

Board Liaison SNA Policies and Procedures SNA Policies and Procedures SNA Policies and Procedures SNA Policies and

Procedures


Proposed Model Table 1 Ratings of Model by Other Tables: 2, 2, 3, 4


Decreased size of BOD (3) Treasurer for 1 year

Decreased cost 4 region reps (2)

More nimble; lean and mean (3) No HOD; eliminates voice of membership

Logic to VP as Treasurer; eliminate VP/Treasurer (3) Members sections aren’t fully representedResearch & Nutrition could be advisory committee

Loosening requirement for running for office –rethinking of elections process

Creates silos with Committee Chairs; PPL Representation not geographic

Nominating Committee would attend National Leadership Conference

Given demands and public perception of association, should keep degreed SNS requirement

Community/Member Services Committee Postpone discussion now. Members will be impacted by loss of regional representatives.

Task force and advisory boards Community Committee very vague

Eliminate HOD Concerned with SNF position on the board

Like simplification of having board be responsible for governance

SNS for Treasurer/VP as role model; concerns over credential

Chairs are elected SA as a voting board member

Proposed Model Table 2Name of Body Board of Directors Executive Team Finance Committee

Number 10 (9 voting) 4 voting + 1 non-voting 5 (4 voting)

Composition 4 officers (P, PE, VP, Treas) 1

immediate PP, 4 reps (State

Agency, Industry, Director at

Large, Employee/Manager), CEO

P, PE, VP, Treasurer + CEO (Non-

voting)4 officers (P, PE, VP, Treas), CEO (non-voting)

How Selected All elected. Reps elected by their

member type

By virtue of office By virtue of office, 1 year

Responsibility Same Acts on behalf of the Board when not

in sessionSame

Meeting Schedule In person 3x annually,


In person 4x annually, teleconference

as neededIn person 3x annually, teleconference as needed

Staff Liaison CEO CEO Controller


Membership To Board of Directors To Board and SNA membership

Membership Involvement

Member listening session, email

blasts, website, webinars, surveys,

committee input, etc…

Member listening session, email blasts,

website, webinars, surveys, committee

input, etc…

Other Same

Terms: PP, P, PE, VP – 1 year,

Treasurer 2 year, 4 reps 2 years

Same Same

Proposed Model Table 2Name of Body Regional Representatives

(former name Regional

Directors

Nominating Committee Resolutions & Bylaws Committee

Number 7 7 voting members + Chair who is immediate past president

8

Composition Regional Immediate PP is Chair. 7 regional representatives. Chair 1 year term. All others 2 year terms.

Chair: Treasurer, 7 members appointed via region

How Selected All elected by members. Chair

appointed from pool by Pres with

approval by Board. 2 year terms

Chair by virtue of office, regional reps are elected

Chair by virtue of office, others appointed 3 year terms

Responsibility Represent SNA at state

conferences, training, promote

membership, awards ceremony.

Serves as liaison between states

and SNA national

Same Same

Meeting Schedule

In person 2x annually,


In person annually, teleconference as needed

In person annually,


Staff Liaison Sara Sanders, State Affiliate

Manager

Chief of Staff Director Communications (or other)

Accountabilityand Resources

To the states and Board To the Board To the Board


Direct contact at conferences, regular contact with state leaders via email/conference calls, etc…

Candidate selection, vote for slate,

leadership track

Regional representation

Other SNA Policies and Procedures SNA Policies and Procedures

Proposed Model Table 2Name of Body PP&L Committee Professional Development Committee

(formerly Education Committee)Members Listening Session (instead of House of Delegates)

Number Keep committee composition & makeup

as is

10 including Chair

Composition Add a Registered Dietitian/Nutrition to

the committee to provide nutrition

insights. (RD/Nutrition degree) State

agency representation, Board position

remains on committee, State agency

board position remains on committee.

Maintain Industry position on committee

Chair: elected. 5 appointed who have applied

based on criteria. Additionally: 1 SA rep, 1

Industry rep, 1 Registered Dietitian, 1 NFSMI

2 members/state, chosen by the state

How Selected Chair, not a voting member of the Board

but still an elected position

Chair by virtue of office, others appointed 3

year termsChosen by state

Responsibility Same Provide insight into member needs in

education, evaluated SNA education

programming, help SNA support prof.

standards

Mega issue discussion, provide info on trends

Meeting Schedule Same 2x annually, teleconference as needed Meet annually

Staff Liaison SVP Government Affairs SVP Membership, Marketing & Education

or Director of Education


To the Board To the Board


Regional Representation Surveys

Other SNA Policies and Procedures Use survey monkey to send out call for volunteers with skill set


Name of Body Industry Advisory Board State Agency AdvisoryCommittee

State Affiliates

Number 10 including chair Same as now 51

Composition Chair is Industry Rep from Board. 9 others represent various industry segments. 1 sits on Professional Dev Committee and 1 on PPL

Same Various

How Selected Appointed. Chair is elected via BOD election

Same Self formed, affiliated by application

Responsibility Independent organizations with missions that closely align with SNA

Meeting Schedule Various

Staff Liaison Manager of State Affiliate Relations


To state members


Other

Proposed Model Table 2Ratings of Model by Other Tables: 2, 2, 3, 4


Like PPL set up (3) Too small – less inclusive; no regional representationPPL not on board

Decreased size of board Isolated and Elitist in perception

Decreased costs Membership Listening Section – should be a more formal assembly

Nimble (3) Regional Director should be on the board to codify the relationship

Members Listening Session model of 2 state reps sounds great

Many of our models were missing an opportunity to capture the diverse operational perspectives i.e. small city/large city, urban vs. rural

Bringing the RD on PP&L Committee Some concern about Past President of Board (2)

We like the formation of Leadership Track (2) Bylaws process leaving HOD (2)

Employee-Manager Professional Dev. Committee (2) Too much power in 4 member executive committee

Spread out the nutritional expertise for the governance structure

IPP and State Agency wthout BOD positions; Industry 1 of 9 voting reps

Leadership ideas to expand nominating responsibilities requires additional resources

2 year terms


Board of Directors

Chief Executive Officer

Headquarters Staff

Board Designated Committees

• Public Policy & Legislation

• Nominating• Education/Member

Services/Prof. Dev.• Strategic Ad Hoc

Advisory Sections

• SN Emp/Mgr• State Agency• Industry• Major City• Director/Super-

visor• State Charter

Proposed Model Table 3Name of Body Board of Directors Board Designated Committee Advisory Sections

Number 13 + CEO (Nonvoting) 3 committees + as Board needs 5

Composition President, President-elect, vice president,

treasurer, 9 at large members

PPL – regional rep, nominating – regional rep and immediate past president as chair,Education/professional development/member services – experts represented

Chair appointed voluntary. Advisory chairs – Industry, employee/manager, state charter on member servicesState agency, director on PPL

How Selected Nominating Committee selects – elected

by members. Terms: Treasurer 2 yrs,

Board 3 yr staggered

Appointed – chair is elected within

committee. No more than 3 yearsAppointed

Responsibility Fiduciary & strategic Policy function from Annual Plan Information to Board

Meeting Schedule 4 times a yr, majority rule Face to face 2 times or as needed. PPL 3

times face to face1 time at ANC

Staff Liaison CEO As assigned. Industry – Industry Relations, State Agency – Government Affairs, Employee/Manager –Membership, Director/Supervisor –Membership, State Chapter –Membership, PPL – Government AffairsMember Services –Membership/Education

Supported by technology


Evaluation. Oversight over all resources Report to Board - charges Information highway – report to the Board, chair brings information


Thru advisory Thru advisory Feedback loop technology driven

Other CEO - nonvoting Committee need to be more diverse and

criteria less restrictiveANC – roles responsibilities,

involvement, expectations


Name of Body Nominating

CommitteeAd Hoc Strategic

Number Regional Diversity & based on needs

Composition Appointed regional Expert based

How Selected Appointed by Board –chair immediate past president

Appointed by Board

Responsibility Chair Specific to charge – strategic

Meeting Schedule Annually by technology

As needed

Staff Liaison Chief of Staff &support help

Topic


Slate of officers not

subject to Board

approval

Charges – Board allocated


All methods Thru information highway

Other Chair – past president Could be multiyear – could be short term – issue driven

Proposed Model Table 3 Ratings of Model by Other Tables: 3, 3.5, 4


Advisory groups could conduct mega issue discussions Selling to membership – the would feel disenfranchised from the board, extreme change (4)

No HOD Too much self-selection

Inclusive advisory boards Advisory sections don’t have enough structure to be effective

A lot of responsibility on polices and procedures to make things work

A lot of responsibility on polices and procedures to make things work

Nimble; quick to react (2) Model of board at large doesn’t ensure enough balance and equitable representation of different views

Designated Committees allow flexibility Missing bylaws and finance

Like Executive Team Great deal of selling time to members

Smaller board; streamlined (3) Vision for Ed/Prof Dev too broad

Outreach to members Advisory sections – not enough focus/structure.

Perception of member driven board Possible over-representation by certain geograhies.

Creative, out of the box thinking No focus on nutrition issues

Proposed Model Table 3 Ratings of Model by Other Tables: 3, 3.5, 4


Less expensive; frees up resources for other things (2)

Election of chairs from Committees

Clear place for input Advisory groups-voices are not going to be heard; no accountability, staff needs to monitor

Fosters relevance Too many members at large on Board - not representative (2)

All board designated committees are appointed

No HOD – “House of Cards” will fail

Committees not accountable to BOD

Lack of structure with sections

Technology barriers

Resistance to change


SNA MembersDelegate Assembly

Board of DirectorsChief Executive

Officer

HQ Staff

State Affiliates/Chapters

6 Standing Committees

• Executive Committee• Public Policy &

Legislation• Professional

Development• State Agency• Resolutions & Bylaws• Nominating

Advisory Boards• Industry• Past Presidents• Nutrition• Research• District Directors

• Major Cities• Other

Proposed Model Table 4Name of Body Board of Directors Executive/Finance

Committee (EFC)Standing Committees Advisory Boards Special

& Select Committees,

Task Forces

Number 17 + CEO 6 + CEO As needed

Composition President, President-Elect, Vice President, S/T, 7 Regional Reps,PPL Chair, Prof Dev Chair (PD)2 Emp/Mgr, SA Rep, Industry Rep, CEO (non-voting)

President, President-elect, VP, S/T, 1 Emp/Mgr, 1 Regional Director, CEO (non-voting)

PPL, Prof Dev, Res & Bylaws, Nominating, State Agency

Past Presidents, IndustryNutrition, Research,District Directors – as needed or recommended, District Director Advisory Board may create sub groups, eg. Major cities, urban, rural, small.

How Selected Direct election EXCEPT industry

rep elected by industry

advisory board

Officers by position;

Emp/Mgr in second year; RD

selected by RD committee

PPL, PD & SA chairs elected; Resolution & Bylaws chair is S/T, Others by Presidential appointment. Committee membership should reflect skills and knowledge in the committee focus area, regional representation, etc.

Invited by President

Advisory Board membership should reflect membership (regions, etc.). As appropriate, may include from non-members

Terms Presidential three year track, Others serve 2 year terms, not to exceed two terms in one position (consecutive or non-consecutive)

1 year Three years Three years

Responsibility No change Act on behalf of Board as

needed; review budget and

reviews/updates investment

policy; recommend dues

levels

Professional Development renames Education. Research and Nutrition become Advisory Boards

Advise SNA on key issues

Proposed Model Table 4Name of Body Board of Directors Executive/Finance

Committee (EFC)Standing Committees Advisory Boards Special &

Select Committees, Task

Forces

Meeting Schedule

No change for in person;

as needed by

teleconference

October, January, March,

April, July and as needed by

teleconference

PPL meets in October, December, LAC & NLC, and other times as needed by teleconference or as requested by the Board. PD meets in October & NLC, and other times as needed by teleconference or as requested by the Board. Nominating meets at ANC, and monthly as needed by teleconference, and at ANC. SA meets by annually at USDA/SA meeting, and as coordinated by chair by teleconference

By teleconference. Except as requested by President

Advisory Boards may meet in person at their own discretion and at no cost to the association except as requested by the President

Staff Liaison CEO CEO, CFO & COO Appointed by CEO As appropriate, appointed by

President

Accountabilityand Resources

Accountability to membership, compliance with 501(c)4 & tax reporting, Resources -no change

Accountable to Exec Board & membership, compliance with 501(c)4 & tax reporting

Accountable to Board

Resources allocated by Board

Accountable to Board


Election of Board. Established communication protocols. Taskforces, special committees, etc.

Established communication protocols. Taskforces, special committees, etc.

Constituted from members Constituted from members

Other No change for in person; as needed -virtually

Tasked with plan of work by President

Proposed Model Table 4Ratings of Model by Other Tables: 2, 2.5, 4, 4


Easy to sell to members Missing opportunity to streamline; board too big (2); could be expensive; advisory boards may impact staffResources (time)

More defined roles and responsibilities Advisory Board Terms too long

Having Emp/mgr representation is good; larger presence for largest number of membership groups

Finding qualified, available members to serve

Potential for having non-members on Advisory Boards (2) Regional reps can overlook other qualified board members (members penalized by locale)

Right committees; consolidation of Finance and Executive Team into new Executive Committee

Shuffle more than change

Like Delegate Assembly for mega issues and like the name

Replication (Exec committee, executive team)

Keeps HOD/Delegate Assembly (2) Board seats could be better served as Advisory Boards

Proposed Model Table 4 Ratings of Model by Other Tables: 2, 2.5, 4, 4


Saves money (2) Too top heavy

Advisory boards structure and flexibility (ex: nutrition) (2) Too many prescribed meetings

More opportunities for member involvement (advisory boards; committees); more member driven

Executive team is too big

Delegates still involved in decision making (bylaws)

Proposed Model Table 5SNA Members

House of Delegates**

Board of Directors**Chief Executive

Officer

HQ Staff

State Affiliates

Local State Chapters5 Standing

Committees*• Professional

Development• Nominating• Public Policy &

Legislation• Research• Finance

See Board Slide for members

Executive Committee

*Ad hoc committees added as needed**Receives direction from both HOD & BOD. Board from Strat Plan and the HOD from the Profession

The Board leads the Association with the HOD leading the “Profession”

Officers • President

• President Elect

• Treasurer

• CEO (ex-officio)

Board of Directors- 21

Directors• Imm.Past President• Chair of HOD• SNF Chair

• Major City• District Director (2)• Employee/Mgr.• State Agency• Regional Dir. (7)• Industry (public)• Education (public)- Public appointed


• President

• President Elect

• Chair of HOD

• Treasurer

• CEO (ex-officio)

• Chair of Sections (appointed)

• Chair of Reg. Directors (appointed)

Executive Committee


• Chair of HOD– Role is to represent the members, not the Board views

• State Reps- 120• Section Chairs- 6

– Major City– Dist. Director (2)– Emp/Mgr– State Agency– College

• Past President (3 previous)

• CEO- non voting memberNo Parliamentarian to keep House governing the profession

House of Delegates- 131



Name of Body Board of Directors Executive Committee Finance Audit Committee Board

Committees



Officer (CEO)


voting ex-officio CEO6 voting members plus non-voting ex-officio CEO

1 Adhoc committee

Composition 4 Officers, 7 Regional Directors, 5


Emp/Mgr, State Agency, Industry,

Education), Immediate past Pres.

SNF Chair, Ex-Officio CEO

President, President-elect,

Treasurer, Chari of HOD, Chair of

Regional Directors, Chair of

Committee/Sections and CEO

Secretary/Treasurer (Chair), President, President-elect, Chair of Reg Dirs, Chair of Comm/Mem Sections and CEO

Ethics – Pres elect,

2nd Year Board

mem and 1st Year

Board member

Legal Counsel

Terms 1 Year Term – Pres, Pres-elect;

Three (3) Year Terms – All other

Board Directors

1 Year Term 1 Year Term 1 Year Term

How Selected Direct election and by virtue of

office. Public are appointed.

By virtue of office with Chairs

appointed By virtue of office By virtue of office

and appointment

Responsibility Provides strategic direction, serve

as fiduciaries and oversees

business and financial affairs,

selects and appoints CEO, and

identifies and recruits future

leaders. Approves dues

increases, decreases


when not in session. Reviews and approves annual budget and all new nonbudgeted items to be brought to Board and reviews and updates Investment Policy. Oversee annual audit

Addresses ethical

complaints or

issues


Name of Body Board of Directors Executive Committee Finance Audit Committee Board Committees




Teleconference as neededIn person 3x annually

Teleconference as needed,

Audit with Oct.


Staff Liaison Chief Executive Officer Chief Executive Officer Staff SVP Finance & Technology/Controller, CEO

Ethics - CEO

Accountability The membership, process for

dealing with this.

To the full Board & membership To the full Board &

membership

To the full Board

MembershipInvolvement

Members elect Board members,

input thru states, etc.

By virtue of office elected by

members By virtue office elected with

outside auditor appointed

The VP- HOD chair serves membership


Name of Body Nominating Committee Standing Committees House of Delegates Advisory Boards

Number 7 voting members, plus Chair who is the Immediate Past President and nonvoting member.

3 three committees including –

Prof Dev, Public Policy &

Legislation & Research. These

committees are appointed versus

the others are elected.

Approximately 131 delegates

(depends on number of state

delegates annually)

2 Advisory Boards

Past Presidents

Industry

Composition Chair is immediate Past Pres. and immediate past 7 elected Regional Representatives.CEO ex officio as non voting. Could have served in the house or other committee

Prof Dev, PPL, Research-Industry on this committee only Use same standing rules except research comm.

Chair of HOD

State delegates

National Committee Chairs

Past Presidents

CEO – Nonvoting member

Past Presidents – Past

SNA National Presidents

Industry –Industry

Member Reps.. 9 reps

selected by Pres. And

approved by Board

Terms 1 year Term – Chair; 1 Year Term – Regional Reps

3 Years – Operator Mems2 Years – Industry Mems

For annual meeting of House Past Pres – No term


How Selected Chair – by virtue of office; Regional Reps – elected by members in region

Appointed by President-elect and approved by the Board

State delegates - - appointed by

state

Committee Chair by virtue of

office

3 Past Pres– appointed by

Advisory Board

Past Presidents – Past

SNA National Presidents

Industry – SNA Industry

Member Representatives

Responsibility Seeks potential candidates and selects slate of candidates for open offices in annual election

Policy, functional or issue-oriented

as detailed by annual chargesLeads the “profession” and debates mega issues, CN issues, etc….

Advises Board and

carries out annual

charges if assigned.

They serve in the HOD.


Name of Body Nominating Committee Standing Committees House of Delegates Advisory Boards

Meeting Schedule In person in July and viateleconference as needed

In person in Oct and Apr and via

teleconference as neededAnnually in July PPs – March and July

Industry – SNIC and

via teleconferences

Staff Liaison Chief of Staff Subject matter experts Exec Asst and Manager State Affiliate Relations

PPs – Chief of StaffIndustry – SVP Bus Devel

Accountability To the members To the HOD and full Board To the members & Board PP & Industry- To the industry members, HOD, SNA members & Board

Membership Members elect their regional

reps

Represent interests of region and

membership sections The state reps to help form

assoc. positions on all issues

To the membership

Name of Body Membership SectionAdvisors

Chapter Affiliates

Number 6 Total• SN Emp/Mgr• State Agency• Industry• Major City Director• District Director• College Personnel

51

Composition 3 on the Board – SN Emp/Mgr Rep, State Agency Rep and Industry Rep 1 – State Agency (has advisory committee)

Various

Terms 2 year terms Various

How Selected 3 - Board positions elected by Section Members3- Appointed by Pres-elect and approved by the Board

Self formed; affiliated by application. No agreements in place.

Responsibility Represents interests of membership section

Independent organizationswith missions that closely aligns with SNA’s

Meeting Schedule State Agency – AnnuallyOthers – Via teleconference

Various

Staff Liaison Staff Assigned Manager of State Affiliate Relations

Board Liaison/ Other SNA Policies & Procedures Regional Directors


Proposed Model Table 5Ratings of Model by Other Tables: 3, 4, 4, 4.67


Vision of their use of HOD concept; would it work with the diversity of our membership?

Way too big and complicated, not nimble (4); how does HOD tackle emerging issues? Expensive

Continuity of keeping Past President on board Smaller executive team travels more; takes one year to prep from executive team

SNF chair on board Public positions who vote? (2); non-members on board

If we are going to keep HOD, there is better definition and leadership structure

Should President appoint standing committee chairs?; “good old girls” club

Education on the board HOD has too much power with policy; need parliamentarian for bylaws votes

HOD delegates allows more voices in the conversation HOD mega issue – is everyone there qualified to talk on the issue?

Very inclusive model (3) Use of past presidents seems extreme (consulting basis)

Before the changes, HOD chair as step to VP position Terms are too long

Education member – outside input on board Leadership pool for chair of HOD is questionable

More focus on professional issues Research as a standing committee (advisory)

1 year term on nominating committee

56


Next Steps

1. Send compiled report to SNA for distribution (Executive Committee, Board of Directors and all participants at Summit)

2. Tecker International to develop one or more consensus models for consideration and discussion with leadership team on Feb 6, 2015 at SNA HQ.

3. Agenda for Feb 6 meeting (TI will provide the draft model in a workbook and facilitate the session):• Agree on a model to put forward with rationale for changes –

identify the changes that require bylaws changes (HOD), those that require policy changes (board) and those require process or procedure changes (staff or committee need to operate in a new way)

• Develop a timeline and communications plan to the membership



About Tecker International

Tecker International, L.L.C. is an international consulting practice focused on meeting the special needs of associations managing through change. The most successful approaches to research, strategy development, thoughtful counsel, facilitation, and education are carefully integrated to help its client’s organizations solve complex problems and reach new goals.

Clients define the attributes that distinguish Tecker International within the marketplace as including:

• Insightful counsel and talented facilitation that inspires thoughtfulness, commitment, and action.• Expertise in the special dynamics and challenges of leadership in associations, non-profit corporations, and other voluntary environments. • An unrivaled knowledge base of alternatives and insights gathered through experience with non-profit, for profit, and public organizations.• Tools and approaches that make strategic thinking and learning both productive and enjoyable.

Glenn Tecker, Chairman and Co-CEO, and the other nationally respected consultants in the practice, have helped leaders to successfully “move ideas” through organizations serving a wide variety of industries, professions, and causes. The collective competencies of Tecker International enable us to provide the talents, skills and expertise needed to achieve each project’s unique objectives. The technical and technological resources of our firm help our clients achieve necessary understanding and support while avoiding unnecessary expenditures of time and money.

Working in partnership, consultant and client identify desired results, roles, responsibilities, and costs. Our commitment to a collaborative approach has enabled us to assist clients to produce thinking, experience, and outcomes widely cited as practical models and successful case studies.

Some recent assignments include:• Reshaping an organization’s structure and processes to be better able to make a greater number of increasingly complex decisions more quickly with greater

confidence.• Helping member and staff leaders build and sustain a collaborative partnership and create an enabling culture which supports the organizations’ ability to act

on its most important opportunities.• Converting an organization’s traditional planning into an ongoing process for planning strategically and integrating governance, program development,

performance assessment and budgeting with that process.• Repositioning an organization for success in a more competitive environment by redefining a brand and value proposition better matched to the needs and

preferences of key audiences.• Designing processes for managing an organization’s knowledge assets that enable inventorying, cataloguing, sustaining, and accessing “content” regardless of

its original “container”.• Defining organization-wide systems for new product and service development within compressed timelines and appropriate levels of risk.• Constructing strategic alliances or consolidations among like-minded organizations to increase membership value, improve program quality, and obtain cost

efficiencies.• Inventing practical approaches to governance that produce better decisions and more effective partnerships between member and staff leaders.

Tecker International, LLC 301 Oxford Valley Road Suite1504B Yardley, PA 19067 215.493.8120 Fax: 215.493.8125 www.tecker.com

Glenn TeckerGlenn Tecker is Chairman and Co-CEO of Tecker International, LLC, an international consulting practice that has completed projects for over 2000 groups in 49 states, Europe, Canada, Asia, Mexico, and Central America.Consulting Accomplishments Guiding member and staff leadership of the National Collegiate Athletic Association [NCAA] through a broadly participative and transparent process that

redefined the organization's core purpose and values, developed vision based strategy and action plans, and realigned the NCAA's priorities to lead a re-focusing of the university athletic experience for the 21st Century.

Developing new organizational, program, and operational strategy with the United States Green Building Council [USGBC]-enabling a diverse association serving the construction industry, facility management profession, government agencies and environmentalists with innovative practical solutions to global ecological concerns to successfully navigate through a period of multiple opportunities, complex demands and rapid growth.

Redesigning the governance, operations, and cultures of national trade and professional associations to better fit today’s demanding high speed, rapidly shifting environments.

Designing and conducting an institute for an international philanthropic organization to train representatives leading non-governmental ventures from 10 Asian nations with a tradition of conflict.

Guiding engineering and technical associations through strategic planning and management systems to optimize the contributions of the nation’s infrastructure professionals dealing with increasing complexity, technology, and regulation.

Devising strategy and developing competencies with school districts, educational agencies, and school board and teacher associations working to improve teaching, learning, and organization.

Assisting the United States Environmental Protection Agency, the American Water Works Association, the Technical Institute of the Pulp and Paper Industry and other environmental advocacy organizations to foster global use of technologies that contribute to quality of life.

Developing strategies and institutional competencies with members of the American Health Care Association and the American Association of Homes for the Aging for improving delivery of care to America’s expanding older population.

Counseling real estate, credit union, savings and loan, insurance, and commercial bank leadership addressing dramatic changes affecting the property and financial industries.

Working with community action agency leaders across the US to develop the competencies and knowledge needed to contribute to success of the nation-wide welfare reform initiative.

Providing research, training, and consultation to healthcare delivery, physician, and nursing organizations developing strategies to improve quality of care and access to services while containing costs.

Facilitating planning activities of information, telecommunications and entertainment related organizations in high technology industries challenged by tough competition and constant dramatic change.

Supporting research and program planning efforts of agricultural organizations addressing complex issues related to food safety, industry prosperity, and shifts in the demography and economics of agriculture.

Education and Professional Involvements Glenn Tecker is also co-author of three best selling books – The Will To Govern Well – Knowledge, Trust and Nimbleness, Building a Knowledge-Based Culture... Using 21st Century Work and Decision-Making Systems in Associations, and Successful Association Leadership: Dimensions of 21st Century Competency for the CEO; co-designer of a curriculum for training the boards of organizations; editor of an education handbook for executives of non-profit organizations; primary developer of a guide for organizational self-assessment; and author of Merit, Measurement and Money, a book on staff evaluation, incentives and compensation. Tecker has served in an executive capacity with business, public agencies, and non-profit organizations. He has also been a Board member for both non-profit and for-profit corporations. Currently he serves as Board Chair of New Hope Academy – a non profit multi-campus non traditional alternative school in Pa. and as a member of the executive committee of the Board of Guide dogs for the Blind Foundation and America’s Vet Dogs in NY. In 1998, Glenn was honored as the recipient of ASAE’s Academy of Leaders Award - the highest possible recognition awarded by ASAE’s Board of Directors.

Leigh Wintz, FASAE, CAE, PRP

Leigh Wintz, CAE is a principal consultant with Tecker International, LLC and co-author of The Will to Govern Well, 2nd Edition.

Consulting Accomplishments

Leigh is a skilled facilitator with an energetic style and sense of humor, Leigh has worked with clients for 20 years to: implement modern board governance techniques that empower staff to do achieve results and keep boards focused on the future and strategic decision

making; identify and overcome barriers to organizational effectiveness in governance, staffing, communications, and programs; secure support for acceptance of significant organizational change, such as restructuring, governance redesign, strategic planning outcomes, name changes

and dues increases; train volunteer and staff leaders to be more strategic in focus; linking market research to strategic planning.

Career ExperienceLeigh spent 25 years as CEO of two international women’s associations. Prior to becoming an association CEO, she was assistant administrator of a 600 bed hospital in southern Maryland and a senior manager of several different health care organizations. She maintains her license as a registered nurse and has volunteered for eight medical missions to developing countries with Operation Smile.

Her practical and real-world advice to clients is borne out of her ongoing interaction with the ever-changing challenges that face non-profit and human service organizations in today's world. In addition to being a certified association executive (CAE), Leigh is a professional registered parliamentarian (PRP) who specializes in writing or revising bylaws and presiding at conventions. She is a frequent speaker and workshop facilitator on management, parliamentary pearls and perils, women's issues and international meeting planning and management.

Education and Professional InvolvementsA Fellow of the American Society of Association Executives (FASAE), she served on ASAE's board of directors for three years and in 1992 won ASAE's international management award. Active in other professional organizations, she has served on the board of directors of the Delaware Valley Society of Association Executives and the Professional Convention Management Association (PCMA) where she served as chairman of the board in 2006. She has also served on the board of directors of the General Federation of Women’s Clubs and both the National and Virginia Easter Seal Societies. Leigh is currently serving on the board of directors of the National Association of Parliamentarians.

Leigh is a graduate of George Mason University in Fairfax, VA with a bachelor’s degree in nursing and a master's degree in nursing administration.

Tecker International, LLC 301 Oxford Valley Road Suite1504B Yardley, PA 19067 www.tecker.com Voice: 215.493.8120 Fax: 215.493.8125

http://www.tecker.com/

Remodeling Summit Report · 1/30/2015 · January 9-10, 2015 in Phoenix , AZ 35 SNA Stakeholder...

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