MINUTES
NAME OF MEETING:
Board of Directors
DATE AND TIME:
Monday, October 12, 2009
8:00AM – 3:00PM
LOCATION:
Sheraton Dallas
400 N. Olive Street
Dallas, TX 75201
BOARD MEMBERS PRESENT
Helayne Angelus (Immediate Past President)
Kathy Casey
Caroline Cotten Nakken
Maria Edelson
Kim Feil (Secretary)
Anne Fink
Michelle Gloeckler (President-Elect)
Michael Gorshe
Debra Grosh
Julie Hamilton
Alison Kenney Paul (President)
John Morioka
Michele Murphy
Bobbie O’Hare
DeDe Priest
Margarita Rossi
Sharon Stufflebeme
Debbie Wildrick
Inspirational Performance
Kellogg Company
Mass Connections
Evenflo Company
Walgreen Company
PepsiCo
Walmart Stores
Accenture
DLG Strategies
Coca-Cola Company
Deloitte
Target
SUPERVALU
Johnson O’Hare Companies
Walmart Stores, Inc.
Johnson & Johnson
Radio Shack Corporation
Equa Water Corporation
MEMBER REPRESENTED BY PROXY
Beverly Grant
Cathy Green
Betsy Hosick (Treasurer)
Jennie Jones
Tonie Leatherberry
John Saguto
Regenia Stein
Della Wall
Procter & Gamble
Food Lion
Chevron Corporation
S&D Coffee
Deloitte
Nestle Purina Pet Care
Kraft foods
Kroger Company
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October 12, 2009
MEMBERS ABSENT
James White
Jamba Juice
NON MEMBERS PRESENT
1.
Trudy Bourgeois
Christy Consler
Bob Dickson
Nathalia Granger
Debbie Jackson
Gail Jordan
Nancy Krawczyk
Stephanie McFee
Joan Toth
Center for Workforce Excellence
Safeway
Mass Connections
NEW
KPMG
Stop and Shop
NEW
NEW
NEW
CHAIRPERSON:
Alison Kenney Paul
QUORUM AND ANTITRUST GUIDELINES
Quorum was established and the NEW antitrust guidelines were reviewed.
2.
APPROVAL OF PREVIOUS MINUTES
Previous minutes were approved unanimously upon motion duly made and seconded.
3.
DISCUSSION
Ms. Feil introduced changes to two sections of the bylaws. The first proposed change
in Article III, Section 3.10 would shorten the nominating process timeframe for
officers and board members from 4 calendar months to 10 weeks to create a more
pragmatic window for securing nominee commitment. The second proposed change
in Article III, Section 3.10 would shorten the timeframe in which members could
nominate any person other than one selected by the nominating committee. Current
language indicates nominations must be received at least 2 but no more than 3
calendar months prior to the annual members meeting. The proposed language would
require receipt within 2 weeks after the members have been notified of the
nominating committee’s slate.
An additional change was proposed in Article III, Section 3.17 of the bylaws. The
proposed change would address unplanned vacancies that occur when members of the
board are rolling off or want to roll off early and there is not a replacement for the
position identified during the nomination process. The proposal would add the option
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Board of Directors
October 12, 2009
that if at the end of a term, a replacement is not named, that person can be asked to
remain until a replacement is found.
Ms. Murphy suggested there should be a limit set on a term extension when a
successor is not available. There was general agreement. Mr. Dickson noted that
many not-for-profit organizations only allow the general membership to change
bylaws. NEW is structured for the board to address bylaw changes. As a result of the
discussion, everyone was reminded that bylaw changes must be made judiciously,
since the membership of the organization does not have direct engagement in the
routine bylaw decisions vetted by the board. Counsel also noted that the bylaws are
the constitution of the body and should not be changed annually. Ms. Stufflebeme
noted the spirit of the changes to the bylaws as described is not expressed in the
language of the proposed bylaws changes.
ACTION: Upon motion duly made and seconded, the language in Article III, Section
3.10 of the bylaws regarding shortening the nomination period will allow “within 4
weeks” instead of “2 weeks” for additional nominations to be raised to the
nominating committee following the presentation of the slate to the membership.
ACTION: Upon motion duly made and seconded, there will be a 6 month time limit
added to section 3.17 concerning extensions of terms when a successor is not
immediately available.
Ms. Feil reminded the board of the lively discussion that ensued at the last meeting
around the qualifications for the NEW scholarship program—should eligibility
include men.
ACTION: The recommendation from the subcommittee is the scholarship program
should be for qualified female applicants only as part of the charter of the
organization. The organization will implement this recommendation.
Ms. Kenney Paul discussed the need for a treasurer successor. Members suggested
asking the champions and evaluating regional treasurers for the role. The treasurer
would ideally be a current board member who would become an officer since the
treasurer role is an officer position.
ACTION: Board members will submit suggestions for treasurer within the next 30 days.
Ms. Toth provided the treasurer’s report. Net assets $735,338. Ahead of LY. AR 90
days $136,958 (36,200) regional. Committed sponsorship 1.2 million, $17,250 over
LY. Operating expenses $61,869 over LY. Overall, the organization is in good
financial shape.
ACTION: Three requests around succession planning:
1) Review board matrix to be sure we accurately captured your data
2) Start thinking about YOUR successor
3) Complete (if not done already) board evaluation survey—the baseline for future
metrics. Also a suggestion that came out of the subcommittee’s work.
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ACTION: Request to streamline e-communications and remove notifications. Ms.
Gloecker asked staff adjust the personal preferences of the 27 board members’
profiles to significantly reduce the e-communications.
Ms. Kenney Paul expressed appreciation for and presented recognition awards to
those rotating off the board.
ACTION: Ms. Angelus will reconstitute the global expansion subcommittee. Board
members with an interest in expansion are asked to follow up directly with Ms.
Angelus. Some recommended that this committee seek out in-country input and find
the local in-country passion in order to ensure efforts are within the guardrails
necessary within said country.
Ms. Gloeckler presented the not-for-profit organizational life cycle. There is
considerable work to be done to move from the growth to sustain stage. Ms.
Gloeckler also provided a summary of the August 2009 branding and marketing
work. Need to provide the foundation to sustain the organization. Sponsor
segmentation will drive staff time/resources. Need to optimize the resources. How
do you communicate to set the expectation levels? Leverage the technology to create
tools. Confirm and establish what we have and discuss objectives and breakout
topics. Majority of NEW’s reach is not directed at entry level. Target audience is
emerging leaders and executives. We need to make the industry appealing. We don’t
have to turn our dollars into programming for entry level. Make sure in annual report
and marketing materials that the mission statement is clear and complete in
compliance with 501(C)3 status.
Positioning to sponsors and members chart--to business decision makers and high
potential women at CPG retailers and their suppliers, the Network of Executive
Women is the network that provides collaborative engagement that advances women
and drives business. There are skills we want to see developed and opportunities that
we want created.
ACTION: Board was asked to define collaborative engagement.
Brand personality—regions should check their efforts against the following list to
ensure they are maintaining the brand.
Brand personality—
Authentic
Inspiring
Professional
Confidence builder
There was a suggestion to add “inclusive” to the list. Another member mentioned
mentorship/menteeship. All regions need to make sure the personality is in alignment
with the vision. Ms. Wildrick noted the brand personality is emotional. Members
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discussed the importance of functional breadth as it contributes to the depth of the
discussion. What is confirmed and established will guide regional and national
activities.
Ms, Gloeckler reviewed 2010 marketing/selling objectives.
Ms. Bourgeois discussed the expected engagement in the OSM breakouts
1) Brainstorming (are we on right track)
2) What are the right priorities
3) Looking at 2-year horizon
4) Sustainability modality
5) Framework for report out
Look at the goal; engage in pithy debate around “is this the correct goal?” How do we
get the goal accomplished (if you agree that it’s the right goal); what’s your time line,
what resources do you need, and who will own what? Does the goal set us up for
sustainability?
In order to ensure that intellectual capital is not lost as the organization ages, the
establishment of a board of advisors was recommended. In support of this observation,
board segmentation was recommended which would be similar to the sponsor
segmentation that exists today.
ACTION: Mses. Gloeckler, Grosh, Angelus and Priest will form a subcommittee around
“Foundation board members” who would ensure the essence of the founders is not lost
through the years.
ACTION: Value Awareness team will prioritize its list and submit on the OSM form.
ACTION: Membership ROI team will follow-up via teleconference and submit OSM form.
ACTION: All board members were asked to complete the board evaluation. The link
will be retransmitted to all board members.
ACTION: A subcommittee consisting of Mses. Hamilton, Murphy, Angelus and Mr.
Gorshe will develop a revised definition of “champion” and report out at the March board
meeting.
ACTION: In order to ensure that the organization’s 501(C)3 status is not called into
question, the complete mission statement will be added back onto to the website and all
written and electronic communications.
5.
TIME AND PLACE OF NEXT MEETING
The next face to face meetings of the board will be March 16, 2010 at the W Dallas
and September 27, 2010 at the Westin Charlotte.
6.
ADJOURNMENT
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The meeting adjourned at 2:00 pm.
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