Board of Directors Meeting

1
Board of Directors Meeting

• January 17, 2007
• By teleconference

2
Agenda

• Roll Call.
• Board Brief 2007-29, Proposal to Change
  Governance
• Discussion of Changes To The National By-Laws
• National Election by Chapter Presidents of 12
  Directors, in lieu of Regional election of 2
  Directors from each of 7 Regions
• Election by the Board of Directors of 6
  Directors, in lieu of 4 Directors
• Three year term limit for all Directors in lieu
  of two year terms
• Election by the Board of Directors of the 5
  National Officers, in lieu of Chapter President
• Vote on the proposed National By-Law changes
• Discussion of Changes to the Election Policy
  (NCMA Policy 5-12)
• Incorporate By-Law Changes
• Allow Officers and Directors to serve on the
  Board again after a two year absence
• Simplify and clarify the policy associated with
  campaigning for Officer or Director positions
• Broaden the visibility that the NE Committee
  will provide the Board in relation to the
  candidates considered and the slate recommended.
• Vote on the proposed Election Policy changes

3
Discussion of Changes To The National By-Laws

• Chapter Presidents elect 12 Directors in a
  National Election, in lieu of 14 Directors in
  Regional Elections (2 Directors from each of 7
  Regions).
• Board of Directors elects 6 Directors, in lieu of
  4 Directors.
• Directors serve three year terms, in lieu of two
  year terms.
• Board of Directors elects the 5 National
  Officers, in lieu of Chapter Presidents.

4

• ARTICLE X MANAGEMENT
•  
• Section A - The governance of the Association
  shall be vested in the National Board of
  Directors. The Board of Directors shall consist
  of the National Officers (the immediate Past
  President, President, President-elect, Secretary
  and Treasurer), eighteen Directors elected in
  accordance with Article XII, and two Ex-Officio
  members. Each elected member of the Board must
  be a member of the Association when elected and
  remain so during his or her term of office.

5

• ARTICLE XI - BOARD OF DIRECTORS
•  
• Section A - The Board of Directors shall consist
  of twenty-five members as follows
• Five (5) National Officers, elected as defined in
  Article XII
• Eighteen (18) Directors, elected as defined in
  Article XII, and
• Two (2) ex officio members, non-voting the
  Executive Director and General Counsel.
• The Officers shall consist of the immediate Past
  President, President, President-Elect, Secretary
  and Treasurer. Their duties shall be as required
  by law, as general usage would indicate or as
  specified by affirmative vote of a majority of
  the Board of Directors.

6

• ARTICLE XII- ELECTION AND TERMS OF OFFICERS AND
  MEMBERS OF THE BOARD OF DIRECTORS
• Section A- The President for an Association
  program year shall be the immediate past
  President-Elect. The President-Elect, Secretary,
  Treasurer, shall be elected by the Board of
  Directors in accordance with Association Policies
  adopted by the Board. All members of the Board
  shall serve without compensation, except the
  Executive Director. The President, and
  President-Elect, may not serve more than a
  one-year term in the same office. The Secretary,
  and Treasurer may not serve more than two
  consecutive one-year terms in the same office. No
  National Officer may serve simultaneously as an
  elected chapter officer.

7

• Section B Chapter Presidents shall elect a
  certain number of Directors each year such that
  the total number of Directors elected by the
  Chapter Presidents will equal twelve (12). Each
  Director is elected to a three-year term of
  office, with terms limited, not to exceed two
  consecutively elected terms. Nominations and
  elections shall be conducted in accordance with
  Association policies adopted by the Board.
• The Board of Directors shall elect the remaining
  Directors each year such that the total number of
  Directors elected by the Board of Directors will
  equal six (6). These members will generally come
  from senior levels of industry, government, or
  academia or exhibit some other area of expertise
  deemed valuable to the Association by the Board.
  Candidates will be elected by the seated members
  of the Board of Directors for a three-year term
  and can serve not more than two consecutive
  terms. No Director may serve simultaneously as
  an elected chapter officer.

8

• Section C - Any Director position shall be
  considered vacant if the incumbent ceases to be
  an individual member. In addition, any Director
  may be removed for cause by an affirmative vote
  of two-thirds of the Board of Directors cast by
  written ballot opened by the Secretary (or, if
  the office involved is the Secretary, by the
  Treasurer). Upon the removal, resignation,
  inability to serve, or death of a Director or an
  Officer, the office shall be filled for its
  unexpired term as follows if it is the
  President, the President-Elect if it is any
  other officer, by appointment by the President
  with prior Board of Directors approval. In the
  event that the office of President is filled by
  the President-Elect for the balance of the
  unexpired term due to a vacancy in the principal
  office, then the President-Elect shall serve out
  his or her own full term (both the remaining term
  of the vacancy and the next year as the principal
  officer.) If the vacancy involves the office of
  President-Elect or a Director, the vacancy shall
  be filled by means of special election organized
  and conducted by the immediate Past President.
• For purposes of brevity some references in these
  Bylaws do not include the term "National" prior
  to the position title. These references shall be
  read and understood to mean National Office
  holders unless otherwise indicated.

9
Vote on the proposed National By-Law changes

• Resolved, the National Bylaws are amended to
  incorporate the changes as shown in draft 1-2,
  National Bylaws, dated January 2007.

10
Discussion of Changes to the Election Policy
(NCMA Policy 5-12)

• Incorporate By-Law Changes
• Allow Officers and Directors to serve on the
  Board again after a two year absence
• Simplify and clarify the policy associated with
  campaigning for Officer or Director positions
• Broaden the visibility that the NE Committee
  will provide the Board in relation to the
  candidates considered and the slate recommended

11

• Policy, paragraph 5
• The Board of Directors will consist of twelve
  Directors elected by Chapter Presidents six
  Directors nominated by the NE Committee and
  elected by the Board of Directors five Officers
  nominated by the NE Committee and elected by the
  Board of Directors (three each year), and the
  General Counsel and the Executive Director as
  ex-officio members

12

• Policy, paragraph 6
• The number of Director vacancies to be filled
  each year will vary, both due to expiring terms,
  resignations, etc. The N E Committee will keep
  a tabulation of expiring (expired) terms and
  accordingly announce vacancies to be filled to
  ensure a total of eighteen Directors in office.
  Directors will normally serve a three year term
  and may be re-elected for one additional term,
  for a total of six years service. Once a Director
  has completed any successive terms as authorized
  by the Associations By-Laws, the Director may
  not be re-elected again as a Director for a
  period of two program years after leaving office.
  Similarly, once an Officer has completed any
  successive terms as authorized by the
  Associations By-Laws, the Officer may not be
  re-elected to the same office for a period of two
  program years after leaving office.

13

• Policy, paragraph 7
• Candidates for Officer and Director positions
  should meet certain minimum qualifications to be
  placed on the ballot or slate and the N E
  committee will screen nominations to ensure these
  qualifications are met. Such qualifications will
  include any of the following
• Demonstrated experience in the profession
• Contributions to the Association e.g., through
  elected service at the chapter, regional or
  national level service on National Committees
  or service on the Board of Advisors.
• Experience or demonstrated leadership at senior
  levels of industry, government, or academia
• Influence within the contracting and acquisition
  career fields
• Credentials, competencies and / or experience
  that would be of benefit in promoting the
  operations of the Board and the accomplishment of
  strategic objectives of NCMA.

14

• Policy, paragraphs 9
• A standard template will be provided for the
  candidate to identify his or her qualifications,
  an explanation of what the candidate believes he
  or she can bring to the Board, including his/her
  vision for NCMA, a statement signifying an
  understanding of the time and travel commitments
  of the office, and a statement of employer
  support either from the candidate or the
  employer. Upon release of the ballot, this
  completed template will be posted to the NCMA
  website. The rules governing campaigning for
  these positions are addressed below. Violations
  of the campaigning rules are a basis for removal
  from the ballot.

15

• Policy, paragraphs 10
• Candidates for Director who will be elected by
  the Board will be recruited against a specific
  set of competencies and / or expertise developed
  by the Committee in consultation with the Board,
  consistent with Board operations and the
  Associations strategic objectives. Individuals
  may also submit a statement of interest directly
  to the Committee and members of the Board of
  Directors may suggest potential candidates. The
  Committee will then develop a list of proposed
  candidates and survey them for interest and
  willingness to serve and submit a slate to the
  Board for a vote. The rules governing
  campaigning for these positions are addressed
  below. Violations of the campaigning rules by
  the candidate are a basis for removal from the
  ballot.

16

• Policy, paragraphs 11
• Campaigning for Officers, or Positions, on the
  Board of Directors. Candidates are required to
  complete the template provided them by the NE
  Committee and to provide a resume to be attached
  to the template. The resume will not exceed 3, 8
  ½ x 11inches sheets, single space, 12 pitch with
  1 inch margins. The template and the resume will
  be posted on NCMAs webpage and available to all
  members of the Association to view. Candidates
  may respond to individual requests for
  information from any member of the association.
  The responses are to be directed to the
  individual seeking the response. If a candidate
  wishes to share the question and answer, he or
  she may provide them to the NE committee for
  posting on the NCMA website. The overall purpose
  of these constraints is to respect the interests
  of the general membership and protect them from
  spamming, not to limit the discussion of issues
  and qualifications between candidates and those
  that will cast a vote. Accordingly,
  communication to the mass membership (or a
  subsets thereof) are prohibited for the
  candidates and Chapter Presidents and discouraged
  for the members. Violations of this campaigning
  policy will be brought to the attention of the
  NE Committee which may recommend to the Board
  that an individuals name be withdrawn from
  consideration for election.

17

• Procedures, paragraph 4
• By April 1, the Committee will present to the
  Board a slate of nominees (including statement of
  qualifications and biographies) for those
  Directors and Officers to be elected by the
  Board. The vote will be conducted at the Spring
  Board of Directors meeting. At the Spring
  meeting, during an executive session, the
  Committee will present a report detailing the
  number of candidates considered and their names,
  along with the Committees rationale for the
  slate submitted. No copies of this report will
  be made or distributed. The Committee may, at
  its discretion, present a slate with more
  candidates for Director or Officers than there
  are vacancies. Following presentation of the
  slate, the election for each position will be
  conducted by secret ballot during the executive
  session. Vote totals for Directors will be rank
  ordered and ties will be settled in the same
  manner as described above for the voting by the
  Chapter Presidents.

18
Vote on the proposed policy 5-12 changes

• Resolved, association policy 5-12 is amended to
  incorporate the changes as shown in draft 5-12,
  Election Policy, dated January 2007.