Association Leadership School
Introduction
• Welcome
• Purpose of Association Leadership School
 Groom Future Leaders
 Develop pool of potential Board of Directors
nominees and new committee members
 No guarantee of appointment
• Who is a Board Member?
 Decision maker at company
 Can commit time and company finances
Course Overview
Course Overview
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Introduction
NPCA history
Board Structure
Strategic Plan
NPCA Committees Structure
NPCA Governance
Fiscal Responsibilities
Meeting Logistics
Advancing Through NPCA Leadership
Conclusion
NPCA History
How far have we come?
NPCA … Then and Now
1966
1965
1969
Timeline…
1965: NPCA formed by group of producers after
attending BIBM meeting in Europe. Formerly
known as the Unit Step Manufacturers Assn.
1966: Membership reached 75
1969: Headquarters moved to Indianapolis
NPCA … Then and Now
1989
1978
1988
1991
Timeline…
1978: Product Sections formed
1988: Plant Certification Program launched with 17
participants
1989: NPCA Educational Foundation incorporated
1991: NPCA hires its own staff
NPCA … Then and Now
1995
Timeline…
1994
1996
1994: Budget hits $1 million
1994: First Manufactured Concrete Exposition (MCX)
1995: First staff engineer hired
1996: Web site launched
1996: MC Magazine launched
NPCA … Then and Now
2000
Timeline…
1997
1997: NPCAEF scholarship endowment campaign
2000: MCX technical and management training component
added
2000: Joint Venture of MCX and Masonry Expo
announced, forming MCPX in 2003
NPCA … Then and Now
Timeline…
2001
2002
2001: Grassroots political action network launched
2002: Precast Solutions magazine launched
2002: Budget surpasses $3.7 million
NPCA … Then and Now
Timeline…
2004
2005
2004: Board of Directors creates Preferred Future
for the year 2010
2004: Creation of Divisions and Product Committees
announced
2005: Budget passes $4.9 million
NPCA … Then and Now
Timeline…
2006
2007
2006: Membership surpasses 1,000 companies
Plant Certification required by 22 State DOTs
300 Plants in the Plant Certification Program
2007: Budget surpasses $6M
Creation of The Precast Show is announced
New NPCA Prestress Certification program launched
NPCA … Then and Now
Timeline…
2010
2009 2011
2008
2008: MC Magazine becomes Precast Inc.
2009: The launch of Precast University
2011: The Precast Show adds former MCPX partners
NCMA and ICPI. CSI also joins, giving the show five
partnering groups for 2011 and 2013
(NPCA and ACPA are original partners of The Precast Show)
NPCA … Then and Now
Timeline…
2013
2012 2014
2012: First graduate of Precast University, Mike Loy of
Bethlehem Precast, is honored at The Precast Show.
2013: Second Master Precaster class grows to 12 grads.
2013: New Marketing Program launches with Member
Toolkits and video
2014: NPCA and PCI sign agreements to harmonize plant
certification programs and bring PCI into The Precast
Show as a partner in 2016 and 2017.
NPCA … Then and Now
NPCA THEN
NPCA NOW
Membership = 75
Membership = 857
Plant Certification = 17
Plant Certification = 359
Web site – text only
Web site – fully interactive
Social media – engaging
members and non-members
Board Structure
Understanding the Board of Directors
Board Responsibilities (overview)
• Strategic Planning
• Yearly Budget
• Monitor Committee
Activity
Board of Directors
15 board positions
• 12 Producers
 1 Chairman
 1 Chairman-Elect
 1 Secretary/Treasurer
• 3 Associates
2 ex-officio positions
• Immediate Past Chair
• NPCA President
Board Standing Committees
Executive
• Comprised the officers and three other select members of the Board of
Directors
• Act as the steering committee for the Board of Directors
• Serves as the Audit Committee
• Prepares, in cooperation with the President, the annual budget for
adoption by the entire Board of Directors
• Determine the time and place for all meetings of the Board of Directors
• Act for the Board of Directors between meetings of the Board on
matters requiring immediate attention
Nominating
• Submits nominees for the officers and open directorship positions on
the Board of Directors.
Executive Committee
Executive Committee
• Voting Members
Chairman
Chairman-Elect
Secretary/Treasurer
3 at-large board members
• Ex-Officio Members
Past Chairman
NPCA President
Board Meetings
• The Precast Show (Winter)
• Spring Strategic Planning
• August Budget Meeting
(Executive/Audit Committee only)
• Annual Convention (Fall)
• Conference calls as needed
NPCA Strategic Plan
“Begin with the end in mind”
Stephen Covey
NPCA Mission Statement
Mission:
The National Precast Concrete
Association is dedicated to expanding
the use of quality precast concrete.
NPCA provides industry leadership by
promoting precast concrete, identifying
opportunities, addressing challenges to
the industry, and supporting and
developing member success.
NPCA Core Values
Who We Are:
Stewardship – At the core of our values is
stewardship. Stewardship of our financial
position, our resources and our reputation.
Service - All of our work begins with a focus on
service. Service to our members our
associates and our industry stakeholders.
Integrity – as champions of the precast
concrete industry, our program of work and our
product offerings reflect those members and
our industry. We measure all of our actions
with integrity.
NPCA Core Values
What We Do:
Technical Resources – By delivering the best in technical
resources and state-of-the-art access to these resources, we have
the best-informed members in the industry.
Plant Certification – We administer the most trusted and
respected plant certification program in the industry. This program
is a vital source for product quality and production efficiency for
our members.
Networking – We develop outstanding programs and events that
allow our members to network in the industry.
Enable Commerce – Through the production of The Precast Show
and the NPCA Annual Convention, industry publications and our
website, we connect producer members with associate members
in commerce.
Encourage Innovation – We seek opportunities for growth in a
rapidly changing business environment and promote those
opportunities to our members.
Education – We develop and administer relevant educational
opportunities for owners, managers and production personnel.
NPCA Strategic Plan – Goal 1
Build a powerful brand identity known for premier
technical expertise and resources, respected and
utilized by the industry.
NPCA Strategic Plan – Goal 2
Administer the industry’s most comprehensive
certification program that is valued and utilized by
members and essential to customers and specifiers.
NPCA Strategic Plan – Goal 3
Enable broad
stakeholder
involvement through
customized means
of affiliation and
interaction that
promotes education
and advocacy for
the industry.
NPCA Strategic Plan – Goal 4
Lead and educate the industry in sustainability best
practices
LEED GOLD
NPCA Committees
Who are they? What do they do?
Introduction to NPCA Committees
Committees
• Standing
• Product Committees
 Executive
 Nominating
 Buildings Product Committee
 Manhole Product Committee
• Board Appointed
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Education
Quality Assurance
Safety, Health & Environmental
Sustainability
Technical
Convention Planning
 Precast Concrete Paving Slabs
Product Committee
 Stormwater Management Product
Committee
 Utility Structures Product
Committee
 Wall Product Committee
 Water & Wastewater Product
Committee
Board Appointed Committees :
Accountability
Board of Directors
Education Committee
Quality Assurance
Committee
Safety, Health &
Environmental Committee
Technical Committee
Convention Planning
Committee
Sustainability Committee
Standing Committees : Accountability
Board of
Directors
Nominating
Committee
Executive
Committee
Mission : Standing Committees
Executive
• Comprised of select members of the Board of Directors
• Act as the steering committee for the Board of Directors
• Prepare, in cooperation with the President, the annual
budget for adoption by the entire Board of Directors
• Determine the time and place for all meetings of the
Board of Directors
• Act for the Board of Directors between meetings of the
Board on matters requiring immediate attention
Mission : Standing Committees
Nominating
• Nominees for the
officers and directorship
on the Board of
Directors submit to the
membership of the
corporation prior to each
annual meeting
Mission : Board Appointed Committees
Education
• To develop a vision and framework for
education of the precast industry and to
oversee programs and courses
Quality Assurance
• To develop, review and oversee
programs and materials that promote the
manufacture of quality precast concrete
Mission : Board Appointed Committees
Safety, Health & Environmental
• To develop and oversee programs and tools
that promote plant safety, health and
environmental practices
Sustainability Committee
• Implements strategies to move the industry
to more sustainable practices.
• Educate and provide members with tools to
position themselves as viable sources of
sustainable products.
• Works with other industry partners to
promote the sustainability of precast
concrete.
Mission : Board Appointed Committees
Technical Committee
• To act as a technical resource to other
committees and task forces
• To recommend best practices
• To review and oversee technical
material relating to production and
programs.
Convention Planning
• To develop a schedule of events for
the annual NPCA convention
Product Committees : Accountability
Board of Directors
Product Committees
Buildings
Manhole
Precast Concrete Paving Slabs
Stormwater Management
Utility Structures
Wall
Water & Wastewater
Mission : Product Committees
• Product Committees
• Gather information, investigate and
address threats and opportunities
and develop industry standards
and practices
NPCA Leadership Structure
Board of Directors
Convention Planning
Committee
Technical
Committee
Education
Committee
Quality Assurance
Committee
Safety, Health &
Environmental
Sustainability
Committee
Product
Committees
Committee Structure
Your Role in NPCA’s Strategic Plan
NPCA Committee Structure
DEFINITIONS
Committee
• An entity created to promote and expand the
association and/or precast industry as a whole
in accordance with and to fulfill the association
strategic plan (Bylaw Article V)
NPCA Committee Structure
DEFINITIONS
Task Force
• An entity created by the chair of a committee,
product committee or by the Chairman of the
Board to accomplish a specific task for a
specific period of time in accordance with and to
fulfill the association’s strategic plan, after which
the entity ceases to exist
NPCA Committee Structure
DEFINITIONS
Subcommittee
• An entity created by the chairman of a
committee or by the Chairman of the Board to
accomplish a specific task for an indefinite
period of time in accordance with and to fulfill
the association strategic plan
NPCA Committee Structure
DEFINITIONS
Product Committee
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An entity created to address product-specific
topics in accordance with and to fulfill the
association’s strategic plan (Bylaw Article V)
Role of Committee Chair
• Preside over all committee meetings
• Set committee strategic plan goals based on the
expressed interests of membership in conjunction with the
Preferred Future Statement
• Develop short and long range plans to achieve these
goals
• Monitor and report on committee activities
• Appoint task group and sub-committee chairs
• Identify and develop future volunteer leaders
• Work with NPCA staff on meeting agendas and
programming
• Focus on best interests of association rather than on
personal or constituent interests
Role of Committee Members
• Report to committee chair
• Attend and participate in all committee meetings
• Participate in conference calls as scheduled by
chairman and/or staff liaison
• Complete tasks assigned by chairman
• Focus on best interests of association rather
than on personal or constituent interests
Role of Board Liaison
• Attend all meetings and conference calls
• Counsel the committee chair concerning the
committee's focus and direction in support of the
organization's strategic plan
• Serve as a leadership resource for committee
chair and staff liaison
• Note: Board Liaisons have no committee voting
privileges
Role of Staff Liaison
• Orient incoming chairman
• Attend all committee meetings and conference
calls
• Provide pre-planning, on-site and
administrative support to committee
• Create Strategic Plan Action Items to ensure
that committee tasks are carried out in a timely
fashion
• Help prepare board reports
NPCA Governance
Board Policies & Procedures
NPCA Board Policies Overview
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Section 100:
Section 200:
Section 300:
Section 400:
Section 500:
Section 600:
Section 700:
Definitions
Board of Directors
Committees
Affiliate Membership
Association Communications
Meetings/Conventions
Associate Members
NPCA Governance
BOARD OF DIRECTORS
NPCA Board Policies
Section 200: Board of Directors
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200.1
200.2
200.3
200.4
200.5
200.6
Responsibilities
Membership
Terms
Succession
Elections
Vacancies
Role of Chairman of the Board
• Preside over all meetings of the board and
executive committee
• Official volunteer spokesperson for the
association
• Set strategic plan direction based on the
expressed interests of membership
• Monitor committee activities
• Appoint task group and sub-committee chairmen
• Identify and develop future volunteer leaders
Role of Chairman-elect
• Attend and participate in all Board meetings and
conference calls
• Complete tasks assigned by chairman
• Preside as chair in absence of Chairman of the
Board
• Appoint chairmen and members to all board
appointed and product committees
Role of Secretary/Treasurer
• Custodian of the books, papers and records of
the association
• Oversee financial affairs of the corporation in
cooperation with the chairman of the board
• Monitor and report on all association
expenditures
• Chair of the Audit Committee
Role of Board Members
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Report to Chairman of the Board
Attend and participate in all board meetings
Complete tasks assigned by chairman
Act as board liaison to a product committee
Act in best interests of the association and
not on behalf of personal or constituent interests
Role of the President
• Reports directly to the Chairman of the Board
• Serves as the chief staff executive and CEO
• Conducts all official correspondence and general
business of the association
• Non-voting member of the NPCA Board of Directors
• The only position with authority to contractually obligate
the association
• Full and exclusive authority to hire, compensate and
terminate NPCA staff as well as establish job
descriptions, duties and responsibilities of all staff.
NPCA Governance
COMMITTEES
NPCA Board Policies (Committees)
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Section 300:
Section 301:
Section 302:
Section 303:
Section 304:
Section 305:
Section 306:
Section 307:
Board Appointed Committees
Standing Committees
Executive Committee
Nominating Committee
Product Committees
Voting & Parliamentary Procedures
Project Funding
Reporting
Committee Appointments
• Committee* chairs are appointed by the
Chairman-Elect annually
• Committee* members are also appointed by the
Chairman-Elect annually, in consultation with
committee chairman
* Includes board appointed
committees and product committees
Removal of Committee members
• Committee* chairs may be removed by the
chairman of the board at any time
• Committee* members may be removed by the
chairman of the board at any time, in
consultation with the chairman of the committee
* Includes board appointed committees, standing
committees and product committees
Section 306: Project Funding
Ballot Initiatives
• Allows members to personalize
distribution of their contributions
• Needs proper prior committee
planning
• Contingent upon Board approval
• Applies to Board Appointed
Committees and Product
Committees
Fiscal Responsibilities
Nonprofit
• Incorporation status under state law
• Does NOT mean NPCA does not want to show
net income at year-end
 Net earnings are reinvested into the
organization to further the nonprofit activities
for which it was founded
 No part of net earnings benefit any private
shareholder or individual because a nonprofit
organization does not have owners or
shareholders
Tax-exempt
• Exemption from federal tax
on income resulting from the
tax-exempt purpose
• Remain subject to tax on
unrelated business income
(UBIT)
Financial Role of NPCA Board Member
• Approve the budget for the upcoming year
• Insure adequate finances are available and money is
spent effectively (to deliver the programs and services
authorized)
• Review the Association’s investments on an ongoing
basis and review investment policy periodically
• Review and approve committee ballot requests
• Exercise fiduciary responsibility (act in good faith and in
the Association’s best interests) and provide oversight of
the safeguarding of Association assets
NPCA’s Interim Financial Statements
• Includes a Statement of Financial Position and a
Statement of Activities
 Prepared monthly and usually completed by the 20th of the
following month
 The President, the Vice President of Finance and the
Treasurer review the statements
 Copies are available to the Board of Directors
• The President’s letter, containing an overview of
the statements (with a link to the statements) is
posted in the Board section of the NPCA Web site
The Annual Budget
• Designed to produce
enough income to cover
projected operating and
program expenses for
the upcoming year
• Additional goal of contributing a small
excess to member’s equity
The Budgeting Process
• Staff compiles projected
expenditures for programs and
new initiatives requested by
committees
• The Audit Committee (the Executive Committee
serves as the Audit Committee) finalizes the
proposed annual budget
• The Board of Directors approves the Annual
Budget
Safeguarding the Assets
• An independent certified public
accounting firm is hired by and
reports directly to the Audit
Committee
• An annual audit is performed
• A “Pop” audit (unannounced review) is also held
at some point during the year
Board Member Fiscal Responsibilities
• Travel to all Board meetings, including:
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The Precast Show
Spring Board Meeting
August Budget Meeting (Exec. Committee only)
Annual Convention
• Careful review of association finances
Meeting Logistics
Indemnification
Indemnification of
Officers, Directors
and other eligible
persons
Liability Insurance
Article IX of the NPCA Bylaws
requires that all eligible persons
be indemnified by the
association “against all liability
and expense that may be
incurred by them with or
resulting from any claim.”
To meet this requirement NPCA provides
Officers and Directors Liability Insurance
Who does it cover?
• Members engaged in
association activities, such as:
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Board of Directors
All Committees
Subcommittees, Task forces and
Any volunteer acting on behalf of NPCA
at the direction of NPCA
• Association Staff
• The estate, heirs and personal
representatives of the above
Coverage
• $2 million per
occurrence per year
• $5,000 deductible
Meeting Logistics
Attendance, Financial Responsibilities and Conduct
Attendance Requirements
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The Precast Show
Spring Board Meeting (Strategic Planning)
August Budget Meeting (Executive/Audit Committee only)
Annual Convention
Committee meetings and conference calls
(for Liaisons)
• Conference calls as needed
Reimbursement Policy
• Airfare, hotel accommodations, incidental
charges and meals not sponsored by the
association are the responsibility of the member
at all meetings.
Conduct
Before a Board Meeting
• Careful review of all meeting materials
Conduct During Meetings
• Maintain professionalism
• Active participation in meetings and conference
calls
• All mobile phones off, or on pulse or vibrate
mode
Meeting Logistics
Voting
Voting
• Any board or committee member may make a
motion
• Any other board or committee member may
second a motion
• Chairman must then open floor for discussion
 Original motion may be withdrawn by member who
made motion
 Chairman takes vote on motion: majority rules
• Voting by proxy is not allowed for the Board of
Directors
Meeting Logistics
Meeting Minutes
Association Meeting Minutes
• Represent the legal record of business
transacted at association meeting
• Accorded great evidentiary weight by both
administrative agencies and the judiciary
• In some instances the association may ask legal
counsel to review minutes prior to their
submission for approval
Association Meeting Minutes
• The official written
historical record of
association proceedings
• Minutes are on file at the association
headquarters and are open to inspection by
the members
Association Meeting Minutes: Format
• All minutes should state date, time and
place of the meeting
• Minutes should be a simple, clear, concise
record of actions taken during a meeting
• Minutes should be a record of what
occurred, rather than what was said
• Consideration and approval of previous
meeting’s minutes should be recorded
during the course of every meeting
Association Meeting Minutes: Format
• Written reports should be referenced and
attached when needed to clarify and explain
business transacted
• Complete motions should be recorded along
with who made the motion, who seconded it and
the result of the vote
• Minutes should be finalized within 30 days of the
close of the meeting
Who takes minutes?
• Traditionally, minutes are
the duty of the secretary
• In some cases, NPCA staff
may take minutes
• Staff typically edits, distributes and files the
minutes. This is done to free volunteers from
clerical administrative duties
• The chairman may designate a volunteer
(usually the secretary) to record the minutes
When are minutes taken?
• All formal meetings of the
association, including all
board meetings,
committee meetings,
product committee
meetings, subcommittee meetings and task force
meetings, whether in person or during a
conference call.
Meeting Logistics
Antitrust Policy
Antitrust Policy
BACKGROUND
Sherman Act of 1890
• Prohibitions of the act are general in nature
• The body of Antitrust law has been built
through judicial decisions
• United States Antitrust law generally seeks to
preserve free and unfettered competition as
the rule of trade
• Sherman Act has seven sections. Only two
apply to trade associations
Antitrust Policy
DEFINITIONS
Violation of the Sherman Act
• Violation of the act is a federal felony
offense
• Violators may be fined and/or imprisoned
(not to exceed three years)
• The act is enforced by the Antitrust division
of the U.S. Department of Justice
Antitrust Policy
DEFINITIONS
Violation, continued
• Congress created the Federal Trade
Commission in 1914 to enforce the act
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Almost all states have state laws
mirroring the Sherman Act, so violators
can be prosecuted at the federal and/or
state levels
Antitrust Policy
DEFINITIONS
Sherman Act policies and
procedures apply to:
All membership, board, committee and
other meetings sponsored by NPCA, all
meetings attended by representatives of
NPCA and to the association’s
employees
Antitrust Policy
What is prohibited?
• Discussions of prices or price levels
• Discussions of company operations that might
influence labor or services
• Allowances for discounts
• Terms of sale
• Credit arrangements, profit margins, mark-ups
• Divisions of territories or customers
• Boycotts in any form
Antitrust Policy
Staff Liaison Responsibility:
• Acknowledge and announce any potential
Antitrust infringement
• Request such announcement be noted in the
minutes
• If Antitrust conversations continue, leave the
room and request that such action be noted
in minutes
Advancing through NPCA Leadership
Getting to the Board
Board of Directors Nominations
• Handled by Nominating
Committee
• Refer to Board Policies,
Section 303
Executive Committee Nominations
Nominating Committee
• Consists of five members, including immediate past
chairman of the board
• Generate list of potential board members (nominees)
and submit to membership at least 45 days prior to the
annual meeting
• Cannot nominate a member of the nominating
committee
• Submit at least one name for
 Secretary/Treasurer
 Chairman-Elect
Advancing through NPCA Leadership
Getting Noticed
Association Recognition Awards
Douglas G. Hoskin Award
• Program approved by BOD in 1976
• Named for Douglas Hoskin, an NPCA
founding father
• Initially designed as regional competition
• Acknowledges individual who sponsors most
new members in each calendar year
Association Recognition Awards
Top Gun Club
• 1996 Revamping of Hoskin
Award program
• Reflects NPCA’s
commitment to be the
world’s fastest growing trade
association in the concrete-related industry
• Individuals enter program upon sponsoring their
first new member
Association Recognition Awards
Top Gun Club
• Award Levels
 5, 10, 15, 20, 25, 50 and
100 new members
 Awards are cumulative
• Annual top producer
 Each calendar year, the individual sponsoring the
most new members receives the Douglas G.
Hoskin Award
Association Recognition Awards
Robert E. Yoakum Award
• Honors Robert E. Yoakum,
an NPCA founding father
• NPCA Board announced the
creation of the award at its
Board of Directors meeting on
March 12, 1966
Association Recognition Awards
Robert E. Yoakum Award
• Presented annually to the person
selected whose ideal, service and
promotion of Precast Concrete has
been most beneficial to the National
• Precast Concrete Association and the Precast
Concrete Industry.”
• First award given in 1967 to Douglas G. Hoskin,
it is still NPCA’s highest honor
NPCA Educational Foundation
NPCA Educational Foundation
Separate entity from NPCA
• Separate Budget
• Separate Board of Directors
• 501(c)(3) Not for Profit Organization
Conclusion
Association Leadership School
Purpose of Association
Leadership School
• Groom Future Leaders
• Develop pool of potential
Board of Directors
nominees
• No guarantee of
appointment
Association Leadership School
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Association Leadership School