NCMAs Governance System

1
NCMAs Governance System

• Part 2

2
Strategic Management Process

• Continuously assess the environment, both
  internal and external.
• Adjust strategic objectives regularly to address
  environmental conditions.
• Monitor performance regularly with metrics.

3
Value Propositions

• NCMA provides the tools, resources, and
  leadership opportunities to enhance each member
  of the professions performance, career, and
  accomplishments.
• NCMA provides the structure, name recognition,
  and products to facilitate chapters aligned with
  the focus of local contracts professionals.
• NCMA provides employers ready-access to skilled
  human capital, learning resources, best
  practices, standards, and metrics of the
  profession.
• We enable other entities such as researchers,
  consultants, trainers, recruiters, advertisers
  and universities to gain broad access to defined
  segments of our community of practice and our
  Body of Knowledge for the purpose of advancing
  the profession and fulfilling their individual
  goals.

4
Environmental Assessment

• Professional Issues
• The credibility and effectiveness of public
  procurement systems is being questioned. This
  likely will result in a wave of legislative and
  regulatory actions. (10/04)
• Roles responsibilities of contract managers
  are changing due to the blurring of historical
  distinctions between contract management, supply
  chain management, program management, subcontract
  management, and finance and business management.
  (10/03)
• Recent contracting scandals have highlighted
  the need for better internal controls and
  personal and professional standards. (10/05)

5
Environmental Assessment

• Workforce Issues
• There is a succession problem in the
  profession there are an inadequate number of
  mid-level people to replace the senior level.
  (10/04)
• There is a capacity problem in the profession
  there are an inadequate number of mid-level
  people to perform the existing workload demands.
  (10/04)
• There is no connectivity for recent college
  graduates to the profession. (10/04)

6
Environmental Assessment

• Governance and Management of the Association
• NCMA is efficiently operated, as measured by
  association benchmarks. However, the staff is
  very lean, without excess capacity or depth.
  (10/04)
• Brand loyalty is high with customers, as
  measured by our membership retention rate, local
  volunteers, and repeat customers. However, brand
  recognition is low, as measured by response rates
  to marketing beyond the membership. (10/04)
• NCMA has in place an existing distribution
  channel for serving customers its chapters.
  However, chapter quality and effectiveness is
  inconsistent, and NCMA does not manage the
  chapter network strategically. (10/04)
• NCMA enacted a new governance structure in
  2004 there are many issues to be resolved. For
  example, chapter role and responsibility in
  governance is ambiguous. (10/04)
• Available capital exceeds benchmark standards
  for an organization of our type and size. NCMA is
  experiencing positive net earnings, but there is
  high risk due to seasonal revenue fluctuations.
  (10/04)

7
Environmental Assessment

• Governance and Management of the Association
  (cont.)
• Marketing risk is very high. Major revenue
  sources depend upon effective marketing
  management. NCMAs marketing capabilities and
  capacity are not yet developed. (10/04)
• The nature of professional associations is
  changing. Members have higher expectations for
  products and services delivered with higher
  quality and speed. (10/03)
• There are increased demands being placed on
  individuals time, and the willingness of members
  to volunteer their services is decreasing.
  (10/03)
• Associations and organizations are broadening
  their portfolios in competition with our
  traditional markets. Associations are more
  impacted by market forces. (10/03)
• There is increased reliance on distance
  learning techniques. (10/03)
• Globalization will continue to affect our
  members and the services we provide them. (10/03)

8
Strategic Objectives

• Contract management is a strategic management
  discipline employed by both buyers and sellers
  whose objectives are to manage customer and
  supplier expectations and relationships, control
  risk and cost, and contribute to organizational
  profitability/success. Contract managers are
  business people who manage customer and supplier
  relationships within the context of the total
  business environment, contributing to the success
  of the organizations they serve and the
  profession they represent. We enable them to be
  recognized as the professionals they are and to
  develop personally and professionally.

9
Strategic Objective 1

• Penetrate the federal contracting community to a
  greater degree.

10
Strategic Objective 2

• Take a more public role in professional advocacy.
• Refine the definition of the profession through
  development of professional standards.
• We will set and maintain the ethical standards of
  our profession through our Code of Ethics.
• Recognize and reward professional excellence and
  superior individual and organizational
  achievement in support of the contracting
  profession.
• Monitor public policy, providing timely
  information and opinions to members and
  organizations on legislative and regulatory
  actions that affect the contract management
  profession.

11
Strategic Objective 3

• Set the performance expectations of our
  profession through our Body of Knowledge and
  accredited certification program. We will
• Establish appropriate linkages between
  certification and educational programming
• Obtain recognition of NCMA certification
  equivalency to Defense Acquisition Workforce
  Improvement Act Certification
• Obtain accreditation of the certification program

12
Strategic Objective 4

• Introduce new literature, ideas and improvements
  to enhance the profession.

13
Strategic Objective 5

• We will improve and expand our portfolio of
  programs, products and services.

14
Strategic Objective 6

• Strengthen the brand of the Association.

15
Strategic Objective 7

• Connect students and academic institutions to the
  contract management profession.

16
Strategic Objective 8

• Improve the Associations external and internal
  marketing competency.

17
Strategic Objective 9

• Assess and evaluate long-term options for chapter
  structure.

18
Officer and Director Charters

• 2-1 Board of Directors (December 2004)
• 2-2 President (July 2006)
• 2-3 President Elect (December 2004)
• 2-4 Past President (July 2004)
• 2-5 Vice President and Secretary (April 2005)
• 2-6 Vice President and Treasurer (April 2005)
• 2-7 Vice President and General Counsel (July
  2006)

19
2-1 Board of Directors

• The NCMA Board of Directors (BD) is the governing
  body of the association. The BD consists of the
  Officers and Directors, as established by the
  National Bylaws. As officials of the
  Association, the BD members are responsible to
  the membership for the proper governance of the
  Association. Specifically, the BD is composed of
• President
• President-elect
• Past President
• Treasurer
• Secretary
• 14 Board Directors, 2 from each of 7 regions
• 4 Board Directors at-large
• Executive Director, an ex officio non-voting
  member

20
Duties And Responsibilities

• Under well-established principles of nonprofit
  corporation law, a board member must meet certain
  standards of conduct and attention in carrying
  out his or her responsibilities to the
  organization.
• Attend all board and committee meetings and
  functions, such as special events.
• Be informed about the organization's mission,
  services, policies, and programs.
• Review agenda and supporting materials prior to
  board and committee meetings.
• Serve on committees or task forces and offer to
  take on special assignments.
• Inform others about the organization.
• Suggest possible nominees to the board who can
  make significant contributions to the work of the
  board and the organization.
• Keep up-to-date on developments in the
  organization's field.
• Follow conflict of interest and confidentiality
  policies.
• Bring to the attention of the President any
  activity being engaged in by NCMA or on its
  behalf that the director believes may be illegal.
  If the President fails to respond, the director
  shall bring the issue to the full board.
• Assist the board in carrying out its fiduciary
  responsibilities, such as reviewing the
  organization's annual financial statements.

21
Rights of Individual Officers and Directors

• Have reasonable access to staff management to
  obtain information to conduct Board business.
• Have a right to inspect the corporations books
  and records.
• Be given ample advance notice of all board and
  committee meetings that the director is expected
  to attend.
• Have a right to vote against any matter put forth
  for the board at a meeting, and to have the
  minutes reflect that he or she dissented from the
  action approved by the board.
• Be given a copy of minutes of all meetings of the
  full board and any committee exercising board
  powers.

22
Duty of Care

• The duty of care calls upon a director to act in
  a reasonable and informed manner when
  participating in the boards decisions and its
  oversight of the corporations management For
  example,
• Regular attendance at BOD meetings.
• Regular participation in any assigned Committees.
• Exercise independent judgment.
• Judge what is in the Corporations best interest,
  irrespective of other entities with which the
  director is affiliated or sympathetic, or to
  which the director owes his / her board
  appointment.
• Have adequate information.
• Delegation of Authority - oversee, do not
  directly engage in day-to-day operations

23
Duty of Loyalty

• The duty of loyalty requires directors to
  exercise their power in good faith and in the
  best interests of the corporation, rather than in
  their own interests or the interests of another
  entity or person. This means that a board member
  should never use his/her position for individual
  or personal advantage. Examples include
• Act in the best interests of the corporation over
  interests of self or the interests of the voters
  who selected them.
• Be aware of and take proper actions in actual,
  potential, or perceived Conflicts of Interest.
• Maintain confidentiality of corporation
  information.
• Treat business opportunities, which the director
  reasonably should know may be of interest to
  NCMA, as NCMA corporate opportunities, which
  must first be offered to NCMA before the Director
  can take advantage of it outside his or her role
  as a corporate director.

24
The duties and responsibilities of the Board as a
governing body

• Determine the organization's mission and
  purpose. It is the board's responsibility to
  create and review a statement of mission and
  purpose that articulates the organization's
  goals, means, and primary constituents served.
• Select the Executive Director. Boards must reach
  consensus on the chief staff executive's
  responsibilities and undertake a careful search
  to find the most qualified individual for the
  position. This responsibility has been delegated
  by policy to the President.
• Provide proper financial oversight. The board
  must assist in developing the annual budget and
  ensuring that proper financial controls are in
  place.
• Ensure adequate resources. One of the board's
  foremost responsibilities is to provide adequate
  resources for the organization to fulfill its
  mission.
• Ensure legal and ethical integrity and maintain
  accountability. The board is ultimately
  responsible for ensuring adherence to legal
  standards and ethical norms.
• Ensure effective organizational planning. Boards
  must actively participate in an overall planning
  process and assist in implementing and monitoring
  the plan's goals.

25
The duties and responsibilities of the Board as a
governing body (cont.)

• Enhance the organization's public standing. The
  board should clearly articulate the
  organization's mission, accomplishments, and
  goals to the public and garner support from the
  community. The board should advocate programs
  which will achieve the purposes of the
  Association as stated in the National Bylaws.
• Recruit and orient new board members and assess
  board performance. All boards have a
  responsibility to articulate prerequisites for
  candidates, orient new members, and periodically
  and comprehensively evaluate its own performance.
• Determine, monitor, and strengthen the
  organization's programs and services. The board's
  responsibility is to determine which programs are
  consistent with the organization's mission and to
  monitor their effectiveness.
• Support the Executive Director and assess his or
  her performance. The board should ensure that the
  chief staff executive has the moral and
  professional support he or she needs to further
  the goals of the organization. Responsibility for
  ED performance evaluation has been delegated to
  the President by policy.
• Other duties as called for in the National Bylaws
  such as remove an Officer or Director for cause
  approve the NCMA Long Range Plan and an Operating
  Budget for each fiscal period establish
  Restricted Funds and the standards and procedures
  relating to the investment and utilization of
  each prescribe the manner in which any contract
  or similar undertaking is made revoke Chapter
  charters approve changes to the National Bylaws
  establish any changes in the boundaries of
  Regions and establish Membership categories,
  qualifications of eligibility, and dues.

26
Board Meetings

• Meetings
• The conduct of Board of Directors meetings will
  be as prescribed in the National Bylaws. The BD
  shall meet at least three times during each
  program year. Special meetings may be called by
  the President or by 20 percent of the BD. A
  quorum will be one-third of the Directors. BD
  meetings are presided over by the President.
• Notice Of Meetings
• A formal notice of each BD meeting is required
  and shall be mailed to each member of the BD at
  least 30 days before each meeting. Prior to the
  meeting, members of the BD will receive an agenda
  and supporting background data concerning the
  business to be discussed at the meeting.

27
My Commitments

• I will serve as an advocate for the Association
  as a whole at every opportunity with employers,
  stakeholders, members and potential members
• I will discharge my responsibilities in good
  faith, exercising careful, independent, and
  informed judgment, always with due care for the
  best interests of the Association as a whole
• I will respect and rely on the differing talents,
  experiences, and perspectives of other Directors
  and the information, opinions, reports and other
  data provided by the Boards committees and the
  managers and staff of the Association, allow them
  to be heard, and evaluate all views and
  information they present in exercising my
  judgment regarding the proper course of action
  for the Association
• Because periodic meetings and teleconferences are
  necessary to ensure proper governance of the
  Association and to ensure timely and proper
  dissemination of information, I will participate
  in all such events to the best of my ability, and
  inform the President in advance if unable to do
  so.

28
My Commitments (cont.)

• I will support the Boards collective
  decision-making, make information freely
  available, subject to my right to dissent and to
  have such dissent properly reflected in the
  Boards deliberations and the Associations
  records
• I will act at all times consistent with my belief
  that full and fair review of the issues affecting
  the Association require that Board discussions
  and other legitimate matters affecting the
  Association be explored fully, without
  withholding material information, and must remain
  confidential until there has been a general
  public disclosure by the appropriate person(s)
  designated by the Association
• I will act in all ways without regard to
  individual personal advantage, avoiding all
  actual or apparent conflicts of interests or
  personal advantage
• I will perform with all due diligence the
  committee and other assignments I undertake as a
  Board member, serve as the Associations face to
  individual members and chapters, and otherwise
  serve the Associations needs as requested by the
  Associations leadership.

29
2-2 President

• The President is elected by the Chapter
  Presidents as President-Elect and serves the
  first year as President-Elect, the second year as
  President and the third year as Past President in
  accordance with the National Bylaws. The
  President is a voting member and the presiding
  officer of the Board of Directors and is
  responsible to the Board of Directors and the
  general membership for duties assigned by the
  Board of Directors.
• Authority
• As the Chief Executive Officer of the
  Association, the President has complete authority
  subject only to the limitations established by
  the Articles of Incorporation, the National
  Bylaws, and the Board of Directors for conducting
  the affairs and activities of the Association.

30
Presidents Duties And Responsibilities

• The President has the following broad
  responsibilities
• Provide leadership and management of the
  Association in the best interests of the members,
  within the policies established by the Board of
  Directors.
• Establish annual objectives as progressive steps
  toward achieving the Association's objectives and
  goals specified in the Long Range Plan and
  Strategic Objectives.
• Establish priorities, allocate resources, and
  coordinate activities to ensure a high level of
  quality service to members and to achieve healthy
  growth and increased recognition of the
  Association as a professional organization.
• Ensure the efficient and effective management of
  the NCMA Office by the Executive Director

31
Presidents Duties And Responsibilities

• Some of the more specific duties and
  responsibilities of the President are as follows
• Develop and implement policies and procedures
  needed for efficient and effective management of
  the Association.
• Coordinate the activities of the Officers and the
  Executive Director as required to assure
  effective management of the Association.
• Participate as a member of the Strategic Planning
  Committee.
• Appoint and chair the Executive Director
  Assessment Committee.
• Participate in Leadership Summits.
• Develop and present recommendations to the Board
  of Directors on matters requiring Board action.
• Appoint individuals to the Board of Advisors.
• Serve as a participant on Committees and
  coordinate the activities of Committees.
• Represent the Association to officials of
  government agencies, industry, nonprofit and
  educational organizations, and associations and
  societies with related goals.
• Maintain direct contact with Association members
  to ensure an awareness of the needs and interests
  of the membership as a whole.

32
2-3 President-elect

• The President Elect is elected by the Chapter
  Presidents and serves the first year as
  President-Elect, the second year as President,
  and the third year as Past President in
  accordance with the National Bylaws. The
  President-Elect is a voting member of the Board
  of Directors and is responsible to the President
  and the Board of Directors for duties assigned by
  the President.
• Authority
• As an elected Officer, the President Elect has
  such authority to perform duties as set forth in
  the National Bylaws, including those required by
  law, as general usage would indicate, or as
  specified by an affirmative vote of a majority of
  the Board of Directors. In the absence or
  incapacity of the President, the President-Elect
  shall assume the authority, duties and
  responsibilities of the President.

33
President-elects Duties and Responsibilities

• The specific duties and responsibilities of the
  President Elect shall be assigned by the
  President. As a minimum, such duties and
  responsibilities shall involve the following
• Provide leadership and management of the
  Association in the best interests of the members,
  within the policies established by the Board of
  Directors.
• Serve as the principal advisor to the President.
• Lead the Association's strategic planning process
  and chair the NCMA Strategic Planning Committee.
  Ensure that the results of the strategic planning
  process are considered in preparing the annual
  NCMA budget.
• Attend and participate in all Board of Directors
  meetings.
• Develop and present recommendations to the Board
  of Directors on matters requiring Board action.

34
President-elects Duties and Responsibilities
(cont).

• Participate in Leadership Summits.
• In preparation to assuming the office of
  President, appoint individuals to the Board of
  Advisors.
• Serve as a participant or chair on Committees as
  appointed by the President.
• On behalf of the President, represent the
  Association to officials of government agencies,
  industry, nonprofit and educational
  organizations, and associations and societies
  with related goals.
• Maintain direct contact with Association members
  to ensure an awareness of the needs and interests
  of the membership as a whole.
• Establish a close working relationship with the
  President in order to permit the President Elect
  to gain a working knowledge of the Association
  and its endeavors that will help prepare him or
  her to assume the duties and responsibilities of
  the presidency during the succeeding NCMA program
  year.

35
2-4 Past President

• The Past President is elected by the Chapter
  Presidents as National President-Elect and serves
  the first year as President-Elect, the second
  year as President, and the third year as Past
  President in accordance with the National Bylaws.
  The Past President is a voting member of the
  Board of Directors.
• Authority
• As a member of the Board of Directors, the Past
  President has such authority to perform duties as
  set forth in the National Bylaws, including those
  required by law, as general usage would indicate,
  or as specified by an affirmative vote of a
  majority of the Board of Directors.

36
Past-Presidents Duties and Responsibilities

• The specific duties and responsibilities of the
  Past President shall be assigned by the
  President. As a minimum, such duties and
  responsibilities shall involve the following
• Provide leadership and management of the
  Association in the best interests of the members,
  within the policies established by the Board of
  Directors.
• Serve as an advisor to the President using the
  experience gained by serving as the President in
  the prior program year.
• Chair the Nominations and Elections Committee and
  organize the nomination and election or
  appointment of officers, directors, and committee
  members.
• Participate in the Association's strategic
  planning process as a member of the NCMA
  Strategic Planning Committee.
• Attend and participate in all Board of Directors
  meetings.

37
Past-Presidents Duties and Responsibilities
(cont.)

• Develop and present recommendations to the Board
  of Directors on matters requiring Board action.
• Participate in Leadership Summits.
• Serve as a participant or chair on Committees as
  appointed by the President.
• On behalf of the President, represent the
  Association to officials of government agencies,
  industry, nonprofit and educational
  organizations, and associations and societies
  with related goals.
• Maintain direct contact with Association members
  to ensure an awareness of the needs and interests
  of the membership as a whole.

38
2-5 Vice President and Secretary

• The Vice President and Secretary (Secretary) is
  elected by the Chapter Presidents in accordance
  with the National Bylaws. The Secretary is a
  voting member of the Board of Directors and is
  responsible to the President and the Board of
  Directors for duties assigned by the President.
• Authority
• As an elected Officer, the Secretary has such
  authority to perform duties as set forth in the
  National Bylaws, including those required by law,
  as general usage would dictate, or as specified
  by an affirmative vote of a majority of the Board
  of Directors. The Secretary has been delegated
  specific authority for Association matters
  related to records and communications.

39
Secretarys Duties and Responsibilities

• The following specific duties and
  responsibilities are assigned to the Secretary
• As Corporate Secretary of the Association, attest
  the signature of Officers as necessary on
  documents executed on behalf of the Corporation.
• Assure the timely filing of all required
  Corporate reports and changes to the Articles of
  Incorporation and the National Bylaws.
• Issue announcements of meetings of the Board of
  Directors.
• Record and publish Board Meeting minutes.
• Notify the Board of Directors and Chapter
  Presidents of the results of National elections.
• Review and approve in writing proposed chapter
  bylaws per the requirements of the National
  Bylaws.
• Provide leadership and management of the
  Association in the best interests of the members,
  within the policies established by the Board of
  Directors.
• Serve as an advisor to the President.

40
Secretarys Duties and Responsibilities (cont.)

• Participate in the Association's strategic
  planning process as a member of the Strategic
  Planning Committee.
• Participate in the Association's annual budgeting
  process as a member of the Budget Committee.
• Serve as Chair of the Policy Committee.
• Serve as a participant on other Committees as
  appointed in accordance with committee policies.
• Attend and participate in all Board of Directors
  meetings.
• Develop and present recommendations to the Board
  of Directors on matters requiring Board action.
• Participate in Leadership Summits.
• On behalf of the President, represent the
  Association to officials of government agencies,
  industry, nonprofit and educational
  organizations, and associations and societies
  with related goals.
• Maintain direct contact with Association members
  to ensure an awareness of the needs and interests
  of the membership as a whole.

41
2-5 Vice President and Treasurer

• The Vice President and Treasurer (Treasurer) is
  elected by the Chapter Presidents in accordance
  with the National Bylaws. The Treasurer is a
  voting member of the Board of Directors and is
  responsible to the President and the Board of
  Directors for the management of the Association's
  finances and other duties assigned by the
  President.
• Authority
• As an elected Officer, the Treasurer has such
  authority to perform duties as set forth in the
  National Bylaws including those required by law,
  as general usage would dictate, or as specified
  by an affirmative vote of a majority of the Board
  of Directors. The Treasurer has been delegated
  specific authority for Association matters
  related to finance.

42
Treasurers Duties and Responsibilities

• The specific duties and responsibilities of the
  Treasurer shall be assigned by the President. As
  a minimum, such duties and responsibilities shall
  involve the following
• Ensure that an effective system of accounting is
  maintained by NCMA for all Association money
  received and expended.
• Submit periodic financial reports to the Board of
  Directors including a summary of income and
  expenses compared to budget.
• Serve as the Chair of the Finance and Budget
  Committee, and oversee the development of the
  annual budget and presentation of the budget to
  the Board of Directors for approval.
• Serve as a member of the Strategic Planning
  Committee, participating in the Association's
  strategic planning process.
• Serve as a member of the Asset Management
  Committee.
• Serve as a participant on other Committees as
  appointed in accordance with committee policies.

43
Treasurers Duties and Responsibilities (cont.)

• Provide leadership and management of the
  Association in the best interests of the members,
  within the policies established by the Board of
  Directors.
• Serve as an advisor to the President.
• Attend and participate in all Board of Directors
  meetings.
• Develop and present recommendations to the Board
  of Directors on matters requiring Board action.
• Participate in Leadership Summits.
• Provide assistance and guidance to Chapter
  Treasurers as appropriate.
• On behalf of the President, represent the
  Association to officials of government agencies,
  industry, nonprofit and educational
  organizations, and associations and societies
  with related goals.
• Maintain direct contact with Association members
  to ensure an awareness of the needs and interests
  of the membership as a whole.

44
Committee Charters

• 3-1 Executive Committee (July 2004)
• 3-2 Policy Committee (July 2005)
• 3-3 Finance and Budget Committee (April 2005)
• 3-4 Audit Committee (April 2005)
• 3-5 Asset Management Committee (April 2005)
• 3-6 Governance Committee (April 2005)
• 3-7 Nominations and Elections Committee (April
  2005)
• 3-8 Awards and Honors Committee (April 2005)
• 3-9 Committee on Professional Standards and
  Ethics (April 2005)
• 3-10 Executive Director Assessment Committee
  (July 2006)
• 3-11 Advocacy Committee (July 2006)
• 3-12 Leadership Development Program Oversight
  Committee (July 2006)

45
3-1 Executive Committee

• The Executive Committee acts on behalf of the
  Board of Directors in the interim between Board
  meetings.
• Roles and Responsibilities
• 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 Vice President and Secretary,
  and the Vice President and Treasurer, and the
  Executive Director.
• The Executive Committee makes decisions in the
  absence of the full Board of Directors within the
  limitations specified herein, oversees the
  strategic planning and goal setting processes of
  the association, focuses the Boards 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.

46
Executive Committee Policy

• The Executive Committee may make decisions to
  deal with time sensitive problems and
  opportunities that, failing to delay until the
  next Board meeting, would result in harm to the
  association.
• The Executive Committee may not make decisions to
  merge, acquire or divest organizations or units,
  dissolve the association, elect or remove board
  members, amend bylaws, approve or change the
  budget, or add or eliminate a major program.
• The Executive Committee will inform the Board,
  and obtain ratification of any decisions or
  actions taken by the committee on behalf of the
  Board.
• The Executive Committee will appoint a Strategic
  Planning Committee, to review and update the
  associations long range plan and strategic
  objectives, annually. The President-elect serves
  as the Committee Chair. The committee will
  include all members of the Executive Committee,
  and other Board members and general membership as
  appointed by the Chair.

47
3-2 Policy Committee

• The Policy Committee assists the Board of
  Directors in establishing and maintaining the
  Association Policies known collectively as the
  Association Policy Manual (APM).
• The Committee will be composed of between two to
  four additional members from the Board of
  Directors or the general membership.

48
Policy Committees Roles and Responsibilities

• The Policy Committee facilitates and oversees the
  policy formulation and implementation process,
  and advises the Board of Directors, members and
  volunteers on the interpretation of Association
  Policies. This includes working with the
  officers, directors, other board committees, and
  staff in researching, drafting, and presenting
  policy proposals. However, please note that IAW
  policy 5-1, "The Board also issues final
  decisions on policy interpretation."
• The Policy Committee establishes a policy
  structure advises the President on potential
  conflicts of Association Policies with the
  Articles of Incorporation or the National Bylaws
  reviews policies for consistency and avoiding
  duplication maintains a place that allows the
  BOD to post proposed changes to Association
  Policies and to comment on posted proposed
  changes.
• The Committee will periodically review, analyze,
  and assess the Association Policies to ensure
  Board decisions are properly documented, and that
  the policies implement sound management
  practices.
• Committee reports, either in writing or by
  presentation, will be presented to the Board of
  Directors as determined by the President.

49
3-3 Finance and Budget Committee

• The Finance and Budget Committee oversees the
  Associations financial planning, funds
  management, financial risk management, and
  recordkeeping.
• The Vice President and Treasurer serves as the
  Chairperson of the Committee. The Committee will
  be composed of between two to four additional
  members from the Board of Directors or the
  general membership.

50
Finance and Budget Committees Roles and
Responsibilities

• Oversee association financial planning, including
  annual operating budget development, and budget
  revisions. Present budgets and revisions as
  required to the Board for approval.
• Ensure adequate funds are in place to operate the
  association. Determine and recommend to the Board
  of Directors an appropriate level of cash
  reserves. Recommend to the Board the appropriate
  transfer of funds to or from restricted reserves.
• Identify to the Board and Staff areas of
  financial risk, and develop risk mitigation
  strategies.
• Ensure Association financial records are current,
  accurate, and complete, and properly archived.

51
3-4 Audit Committee

• The Audit Committee engages and oversees the
  independent audit of the Associations financial
  records.
• The Committee Chairperson will be appointed in
  accordance with Association policies. The
  Chairperson will be a member of the Board of
  Directors, who possesses expertise in reading and
  understanding financial statements, and who is
  not an officer or employee of the Association.
• The Committee will be composed of between two to
  four additional members from the Board of
  Directors, the general membership, or outside of
  the membership. Association officers and
  employees may not serve on the committee.
  Members of the committee should have a
  demonstrated knowledge of accounting, financial
  management, and audit.
• Members of the committee may not be compensated
  for their service on the committee, except for
  expense reimbursement as may be approved through
  existing Association policy and procedures, nor
  should committee members have a financial
  interest in or any other conflict of interest
  with any entity doing business with the
  Association. Committee members are subject to
  Association policy on conflicts of interest.

52
Audit Committees Roles and Responsibilities

• Engage the independent auditor and manage the
  audit relationship. The Committee should ensure
  that the auditing firm has the requisite skills
  and experience to carry out the auditing function
  and that its performance is carefully reviewed.
  The Chair is delegated authority from the Board
  of Directors to execute the independent auditors
  contract.
• The Committee should meet with the auditor during
  the conduct of the audit, review and discuss the
  audit findings, and submit the independent
  auditors management letter and the Committees
  report to the Board of Directors. The Committee
  may meet with the auditor in executive session
  without staff present.
• The Vice President and Treasurer and the Chief
  Financial Officer will provide information,
  assistance and support to assist the Committee in
  accomplishing its tasks. This may include
  researching audit firms, obtaining proposals from
  firms, and analyzing the proposals.
• Ensure the Staff understands the recommendations
  contained in the independent auditors management
  letter, and has a plan for carrying them out.
• Ensure all federal, state, and local reporting
  requirements are met.

53
3-5 Asset Management Committee

• The Asset Management Committee oversees the
  Associations investments, including overseeing
  the independent investment manager, and
  recommending investment policy.
• The Committee Chairperson will be appointed in
  accordance with Association policies. Committee
  members will include the Vice President and
  Treasurer, and between one to three additional
  members from the Board of Directors or the
  general membership who possess financial, risk or
  investment expertise. The Executive Director and
  the Chief Financial Officer shall serve as ex
  officio non-voting members of the Committee.

54
Asset Management Committees Roles and
Responsibilities

• Ensure the Board of Directors understands the
  Associations investment framework, including
  what constitutes risk, how to assess the
  organizations risk tolerance, how the various
  investment vehicles relate to the Boards risk
  tolerance, and how the overall economic climate
  accommodates the Associations fiscal needs.
• Monitor the performance of the Associations
  investment portfolio, and direct changes in
  investment strategies as appropriate within the
  Boards risk tolerance.
• Conduct periodic analysis of the Boards risk
  tolerance no less than every three (3) years.
• Draft investment policy statements.
• Select the independent investment manager and the
  investment instruments.
• Report portfolio performance to the Board.

55
3-6 Governance Committee

• The Governance Committee oversees the
  Associations governance structures, policies,
  performance and practices.
• The Committee Chairperson will be appointed in
  accordance with Association policies. The
  Chairperson shall be a Board member, but not an
  officer or employee. The Committee will be
  composed of up to five additional members from
  the Board of Directors or the general membership
  who possess experience and knowledge of NCMAs
  governance or not-for-profit or corporate
  governance.

56
Governance Committees Roles and Responsibilities

• Ensure the individual members of the Board of
  Directors understand their duties and
  obligations, have the information they need to
  accomplish the Boards work, and are actively
  engaged and involved in the Boards business.
• Assess, research and recommend changes to the
  Associations governance as necessary to ensure
  effective corporate governance.
• Maintain the National Bylaws (per policy 5-10).
• Recommend that the NCMA Secretary approve those
  individual chapters new bylaws or changes that
  are in conformance, or enter into discussions
  with those chapter presidents whose bylaws are
  not.
• Ensure that the governance of the Association is
  performed in compliance with the National
  By-Laws. Notify the President and the Executive
  Director if deviations occur and request a report
  of their actions to the Board at the next
  scheduled meeting or sooner if necessary.
• Advise the staff of necessary information to be
  included in Directors Handbooks and monitor
  Handbook delivery to all Directors 30 days prior
  to the start of the next program year.
• Develop and present a Board Orientation Session
  to help orient Directors to their duties and
  responsibilities. This may be conducted by a
  third party consultant.

57
3-7 Nominations and Elections Committee

• The Nominations and Elections Committee oversees
  the identification, recruitment, development,
  election, and succession of the Associations
  national leaders, including Directors, Officers,
  Committee members, and other volunteer
  appointees.
• The Past President will be the Committee
  Chairperson. Committee members may be from the
  Board of Directors or the general membership.

58
Nominations and Elections Committees Roles and
Responsibilities

• Ensure the composition of the national leadership
  reflects the needs of the Association today and
  in the future, and is representative of the
  membership population (including age, gender,
  race, industry, and geographic location).
• Oversee the conduct of the national elections.
  Ensure elections are conducted in accordance with
  the National Bylaws, Article XII, and NCMA
  policy.
• Develop a list of at-large director candidates,
  survey the candidates for interest and
  willingness to serve, obtain qualifications from
  candidates, review the qualifications, and submit
  a slate to the Board of Directors for vote.
• Identify, from within chapter volunteers, the
  general membership, and the profession at large,
  individuals who have the potential to be
  Association leaders.
• Cultivate and recruit individuals for leadership
  positions. Match up candidates with positions
  that are best served by the individuals skills,
  knowledge and abilities, and encourage candidates
  to seek nominations for office.
• Recommend Committee assignments to the appointing
  authority.
• Develop and oversee a leadership development
  program that facilitates the progress of
  individuals through volunteer positions of
  increasing responsibility and importance.

59
3-8 Awards and Honors Committee

• The Awards and Honors Committee oversees the
  Associations awards and honors programs,
  including programs for volunteerism and for
  accomplishments within the contract management
  profession.
• These awards programs serve to bring credit and
  attention to the profession and to the
  association, and to raise public consciousness of
  the importance and value of contract management
  professionals. They directly serve the mission of
  the association.
• The Committee Chairperson will be appointed in
  accordance with Association policies. The
  Committee will be composed of between three and
  twelve individuals determined by the Chairperson.
  Committee members may be from the Board of
  Directors or the general membership.

60
Awards and Honors Committees Roles and
Responsibilities

• The Committee has the authority to create,
  revise, and administer all awards programs, at
  its discretion. The Committee has the authority
  to recommend to the Board of Directors that an
  award be cancelled.
• Develop and implement awards and honors programs
  designed to motivate, reward, and recognize
  individual and organizational achievements in
  support of NCMA activities. Programs should cover
  the diversity of NCMAs volunteer activities,
  including national and local levels. This may
  include partner and associate organizations or
  volunteers outside of NCMA.
• Develop and implement awards and honors programs
  designed to motivate, reward, and recognize
  individual and organizational achievements in
  performance of contract management and related
  duties. Programs should cover the diversity of
  the profession, including all levels of
  professionals (entry-level, journeyman,
  management, and executive) and all organizational
  types (governmental, private industry,
  institutional, etc.) and industries (aerospace,
  defense, information technology,
  telecommunications, etc.).
• Oversee the administration of the awards and
  honors programs, to ensure that awards are
  effectively utilized in advancing the NCMA
  mission, and to ensure that high standards for
  selection of awardees are maintained.
• Review awards nominations and make selection
  decisions.
• The Chair may appoint review panels for large
  programs (e.g. Graalman) requiring extensive
  review and evaluation efforts. The panel augments
  the committee for the purpose of reviewing
  nominations and making selection recommendations.
  The Committee makes the final award decisions in
  such cases.

61
3-9 Committee on Professional Standards and
Ethics

• The Committee will be chaired by a member of the
  Board of Directors or another member of the
  Association appointed in accordance with
  association policy. The Chair will appoint no
  fewer than 7 and no more than 11 additional
  members selected from the Board of Directors or
  the membership of the Association who possess
  significant experience and knowledge of contract
  management.
• The Committee is responsible for advising the
  Board on the adoption and maintenance of
  professional standards for individuals and
  organizations that practice contract management.
  In this context, contract management means any
  business activity within the scope of the
  Associations Body of Knowledge that is employed
  or referred to by professionals and others to
  manage customer and supplier expectations and
  relationships, control risk and cost, and
  contribute to the profitability or other success
  of the organization(s) they represent.

62
Committee on Professional Standards and Ethics
Roles and Responsibilities

• The Committees fundamental purpose is to assist
  the Board in meeting the Associations stated
  goals of (i) fostering the professional growth
  and advancement of members and other individuals
  in the public or private sectors and academia who
  are engaged in contract management, (ii) to
  provide a forum for the full and fair exchange of
  knowledge and information among its members and
  others regarding contract management, (iii) to
  conduct research in the field of contract
  management, (iv) to provide, maintain, and lobby
  for standards of proficiency and professional and
  organizational ethics, (v) to foster increasing
  awareness and appreciation in business, academia,
  and public life for the role of contract
  management, and (vi) to unite all persons
  interested in the contract management profession
  toward the fulfillment of these purposes.
• In this role, the Committee shall develop and
  maintain contract management performance
  standards and measures for use by and the
  reference of companies, public agencies, and
  other institutions in improving contract
  management performance at individual and
  organizational levels, obtaining Board review and
  approval for new, revised, or cancelled standards
  or measures.

63
3-10 Executive Director Assessment Committee

• The Executive Director Assessment Committee is
  responsible for the annual evaluation of the
  Executive Directors performance.
• The President will chair the committee.
  Additional members will include the Past
  President, President-Elect, and at least two
  other board members chosen by the President.

64
Executive Director Assessment Committees Roles
and Responsibilities

• The Committee will evaluate the Executive
  Director using the criteria established by the
  NCMA Board of Directors. A suggested template is
  at Attachment 1. Section 1, Performance
  Standards and Results are the minimum standards
  to be evaluated. They may be changed from time
  to time as the NCMA Board of Directors
  determines, considering input from the Executive
  Director.
• The Committee may solicit input from other
  members of the Board, members of the Association
  and outside sources to ensure a fair and accurate
  process. The Committee will meet as needed during
  the program year in order that the final
  assessment can be presented to the ED before the
  end of each program year.

65
3-11 Advocacy Committee

• The Advocacy Committee monitors, analyzes and
  communicates developments and issues affecting
  the contract management profession.
• The Committee Chairperson will be appointed in
  accordance with Association policies. The
  Committee will be composed of at least five
  additional members from the Board of Directors or
  the general membership who possess extensive
  knowledge of the contract management profession.
• The Committee is responsible for monitoring
  domestic and international developments that may
  have an impact on the practice of contract
  management or the people and organizations that
  practice contract management, analyzing the
  issues and how the people in the profession or
  the practices of contract management will be
  affected, communicating these issues and analyses
  to the Board of Directors, members, and other
  stakeholders, and recommending how the
  association should act in anticipation or
  response to the environment. This may include
  public statements and positions, new educational
  programs, or articles on the website or in the
  magazine.

66
Advocacy Committees Roles and Responsibilities

• The fundamental purpose of the committee is to
  foster understanding of the professional
  environment and how it may change. The committee
  shall not engage in lobbying. However,
  communicating with individuals and organizations
  within Federal, State and Local Executive,
  Legislative, and Judiciary branches of government
  for the purpose of collecting or disseminating
  information, within the boundaries of this
  Charter, are permitted.
• By the nature of its activities, the association
  can and may influence legislative and regulatory
  bodies, federal agencies, and private industries
  and companies. The committee will take great care
  in communicating information so as to avoid
  unintentional and unapproved influence.
• The committee may publicize to members and the
  general public using approved NCMA channels of
  communication and through various forms of media,
  actual and potential developments that may affect
  the contract management profession, and analyses
  of the effects of said developments.
• The committee may obtain the input of its members
  relative to these issues, and provide this input,
  to public and private organizations for the
  purposes of informing and facilitating
  understanding. Any information must be aggregate,
  without identifying specific individuals or
  organizations.

67
3-12 Leadership Development Program Oversight
Committee

• The Leadership Development Program Oversight
  Committee oversees the design and performance of
  the Leadership Development Program, including the
  approval of curriculum, review and selection of
  program applicants and mentors, and program
  assessment.
• The Committee Chairperson will be the Past
  National President. The Committee will be
  composed of between five to twelve individuals
  determined by the Chairperson. Committee members
  may be from the Board of Directors or the general
  membership.

68
Leadership Development Program Oversight
Committees Roles and Responsibilities

• The committee will
• Review and approve program curricula.
• Establish and modify program admission criteria.
• Review program applicants, and select candidates
  for admission to the program.
• Review mentor applications, and select mentors
  for involvement in the program.
• Assess the program, and recommend program changes
  in curricula content, administrative processes,
  scheduling, mentoring or instruction to improve
  overall program performance.
• Report activities and assessments to the Board of
  Directors.
• The staff will
• Develop program curricula for use in the program.
• Administer program participant and mentor
  applications.
• Conduct program educational, networking and
  mentoring activities.
• Obtain participant and mentor feedback for
  program activities for the committees use in
  program assessment.

69
Board Agenda

• Call to Order (Mr. Vincent)
• Pledge of Allegiance
• Roll Call (Ms. Brewer)
• Reading and Approval of the Minutes (Ms. Brewer)
• Minutes of the Board of Directors Meeting Held on
  July 29, 2006 in Garden Grove, California
• Consent Agenda (Mr. Vincent)
• Board Brief 2007-11, Operations Report, dated
  September 27, 2006 (Mr. Couture) w/attachments.
• Board Brief 2007-12, Financial Reports and EAC,
  dated September 18, 2006
• Attachment 1 August 2006 Financial Statements
  and Commentary
• Attachment 2 August 2006 Statement of Activities
  
• Attachment 3 August 2006 Summarized Balance
  Sheet
• Board Brief 2007-13, Asset Management Committee
  Interim Report, dated September 18, 2006 (Mr.
  Kreideweis)
• Board Brief 2007-14, Committee on Professional
  Standards and Ethics Interim Report, dated
  September 19, 2006 (Mr. Ayers)
• Board Brief 2007-15, Chapter Development
  Committee Interim Report, dated September xx,
  2006 (Mr. Couture)
• Board Brief 2007-16, Policy Committee Interim
  Report, dated September 22, 2006 (Ms. Brewer)
• Board Brief 2007-17, Awards Honors Committee
  Interim Report, dated September 20, 2006 (Ms.
  Dixon)
• Board Brief 2007-18, FY 2005-06 Financial Audit,
  dated September 25, 2006 (Ms. Wysoske)
  w/attachment
• Board Brief 2007-19, Governance Committee Interim
  Report, September 25, 2006 (Mr. Poleskey)

70
Board Agenda (cont.)

• Existing Business
• Ad Hoc Committee on Strategic Markets (Mr.
  Vincent)
• Discussion on State and Local Markets (Mr.
  Velasquez)
• Discussion on Canadian Markets (Mr. Gauthier)
• Governance Committee Are We An Exceptional
  Board? (Ms. Reuter)
• Office Relocation Update (Mr. Couture)
• Board Brief 2007-20, Office Relocation Update,
  dated September 27, 2006 w/attachment
• New Business
• Draft Ethics Standard (Mr. Ayers)
• Membership Dues (Mr. Couture)
• Board Assessment
• Board Assessment (Mr. Vincent)
• Adjournment (500 pm local time estimated)