Restructuring ASPPA Strengthening representation of ASPPA’s traditional membership

Restructuring ASPPA  How is ASPPA operating today?  ASPPA acts as an umbrella organization serving all of its members  Growth of membership has been exponential in the last 5 years; increasing number of members are not “traditional” members (i.e., TPAs, recordkeepers, consultants)  Sister organizations (ACOPA, NAPA, NTSA) offer focused governance for certain segments of the membership

Restructuring ASPPA  How is ASPPA operating today?  ASPPA Board must serve as the advocate of the “traditional” members while at the same time serve umbrella functions for the organization as a whole  Umbrella activities akin to Industry Association, but traditional members also need a Professional Society for career development

Restructuring ASPPA  How do we best address the needs of the “traditional” ASPPA members?  To answer this question, the ASPPA Board created a Task Force to determine whether a separate sister organization should be established for the traditional members  The Task Force recommended to the Board that ASPPA get ahead of this issue by creating a separate sister organization

Restructuring ASPPA  Task Force conclusions  The name of the sister organization should be ASPPA  This preserves tradition and the connection traditional members have to the ASPPA name  Using ASPPA also retains the brand of the professional society  The sister organization should have a separate governance structure and be focused solely on the needs of the traditional members

Restructuring ASPPA  With the recommendation of a separate sister organization, the ASPPA Board then formed a second task force.  Task: How should the organization be reorganized to accommodate a new sister organization?

Restructuring ASPPA  Recommendations of T ask Force 2  Distinguish the coordinating functions from the separate sister organization by adopting a dba for ASPPA when it acts in an umbrella capacity  Board of Directors should be focused on the umbrella functions and coordinating the activities of the sister organizations  Board should not be tasked with direct membership services because all divisions of membership, including traditional members, will have a separate governance structure dedicated to such members

Restructuring ASPPA  Benefits to the “traditional” members  ASPPA focuses solely on the needs of the traditional members  Conferences, credentials, education, GAC issues, membership initiatives  “Traditional” credentialed membership: MSPA/FSPA, CPC, QPA, QKA, APM  MSPA/FSPAs continue to belong to ACOPA as well since ACOPA fills the role as an actuarial society and is primarily responsible for the professional development of the actuaries

Restructuring ASPPA  The organization as a whole will be rebranded as the American Retirement Council (ARC)  ARC is the coordinator among the sister organizations (the “glue”)  Cross-support, conflict resolution among sister organizations  ARC is the public persona for issues affecting the organization as a whole  Industry representative of the collective  Media interface  Coordinate lobbying efforts

ARC ASPPA NTSA ACOPA NAPA ARC serves the global needs of the sister organizations and focuses its energies on protecting the private retirement system

Restructuring ASPPA  How would the governance structure change?  Board of Directors resides at the ARC level to fulfill the ARC functions  ASPPA, like the other sister organizations, is governed by a Leadership Council

Restructuring ASPPA  How are funds allocated?  Essentially the same as today, except the traditional members now have a separate professional society (ASPPA) that is focusing solely on the budgetary needs of its members  ARC Finance & Budget committee (including Staff) coordinates the budget proposals with the leadership of the sister organizations  Consolidated budget submitted to ARC Board for approval

Restructuring ASPPA  What is the focus of the ASPPA Leadership Council?  Traditional ASPPA credentialed members: serving their education, credentialing, conference, GAC needs  CPC, QPA, QKA, APM  MSPA/FSPA primarily represented by ACOPA, but are also members of ASPPA.  The ASPPA budget would ensure that, in conjunction with the ACOPA budget, the needs of the actuaries are met, pursuant to the ASPPA-COPA agreement

Restructuring ASPPA  What happens to QPFCs and TGPCs?  QPFCs are automatically members of NAPA, where needs are addressed  TGPCs are automatically members of NTSA, where needs are addressed  If individual also holds an “traditional” credential (e.g., CPC), he/she also would be an ASPPA member

Restructuring ASPPA  What does ASPPA do post- reorganization?  Offers conferences (Annual, Western Benefits Conference, Women’s, Regional Conferences & any others added by ASPPA LC)  Maintains credentialing program for CPC, QPA, QKA (ACOPA takes care of MSPA/FSPA)  Provides non-credential education programs targeted to traditional ASPPA members (E&E Academy for Plan Administrators and Consultants)

Restructuring ASPPA  What does ASPPA do post- reorganization?  Controls GAC function for issues for which “primacy” is not housed with one of the other sister organizations  Where appropriate, overlapping GAC functions coordinated by ARC  Publications (e.g., Plan Consultant)  Awards: Educator, Eidson, Rosenberg  Sets dues as part of budget process  ASPPA’s budget will cover the above

Restructuring ASPPA  What does the ARC Board of Directors do?  Represents the entire organization/advocate for industry  Approves the budget  Employs staff (includes Executive Directors of the sister organizations) to provide operations for the sister organizations  Maintains employee benefit plans for staff

Restructuring ASPPA  What does the ARC Board of Directors do?  Ensures staff activities are allocated in manner that best serves the collective needs of the sister organizations  Industry advocate for the sister organizations and the private retirement system; coordinate grass-roots efforts  Maintain reserves for the organization

Restructuring ASPPA  ARC has no direct members  Each sister organization sets its membership standards and classifications  Must be subject to Code of Conduct  Members of any sister organization are considered to be members of ARC  Actions of ARC Board that require membership approval  Amendment of Bylaws  Approval of new at-large Board members

Restructuring ASPPA  Structure of the ASPPA Leadership Council  13 voting members (1/1/2015 LC is the ASPPA Board as constituted on that date)  Officers  9 voting at-large members (must be credentialed members of ASPPA sister org – MSPA/FSPA, CPC, QPA, QKA or APM)  At-large serve on a single 4-year term (transitional rules for first few years to ensure appropriate staggering of terms)

Restructuring ASPPA  ASPPA Officers  President  President Elect (successor to President)  Vice President (successor to the President Elect)  Immediate Past President  Above 4 counted as part of the 13 members of Leadership Council (remaining 9 are at large)  Penultimate Past President (non-voting; not counted as part of 13)

Restructuring ASPPA  Nominating Committee for ASPPA  Penultimate Past President  Immediate Past President  President  President-Elect  Executive Director of ASPPA  Chooses next Vice President (subject to ASPPA Leadership Council approval)  Chooses new at large Leadership Council members (subject to ASPPA membership approval)

Restructuring ASPPA  Structure of the ARC Board of Directors  8 Senatorial (2 from each sister org)  Represent interests of the sister orgs  Decided by respective sister orgs  Must be a voting member of sister’s LC  8 At-large (incl. officer positions)  Strategic/global focus  Transition rule: For 2015, 2016 & 2017 at least 5 of the 8 must be credentialed members of the ASPPA sister org  One 3-year term (years as officer not counted against 3-year term limit)

Restructuring ASPPA  ARC Officers  President  President-Elect  Secretary/Treasurer  Could be one or two people  Immediate Past President  Above counted as 5 at-large slots  Penultimate Past President – nonvoting; not counted in 8 at-large

Restructuring ASPPA  ARC Nominating Committee consists of:  Current ARC Immediate Past President, President and President-Elect  CEO of ARC  Selects new officers subject to approval of ARC Board  Selects new at-large Board members, subject to approval of entire ARC membership (by ballot)  For 2015, the present ASPPA Board will submit a slate to the ASPPA membership for approval

Restructuring ASPPA  Legal Implementation  Sister organizations are really membership divisions of ARC; no new corporations being created (ASPPA still referenced in the articles of incorporation as the Society, but it would be doing business as the ARC)  Membership vote required to implement because it is an amendment to the ASPPA Bylaws  Under current ASPPA Bylaws eligible voting Members are only Credentialed Members (as currently defined – by ASPPA Bylaws)  Electronic/mail-in voting to be completed by end of July  Effective date of January 1, 2015

Restructuring ASPPA  ASPPA members will be asked to approve the following:  Revised bylaws  ARC Operating Policies and Procedures  ASPPA Operating Policies and Procedures  Conforming amendment to the ASPPA- COPA agreement  Initial slate of ARC Board members

Restructuring ASPPA  Revised Bylaws  Bylaws need to be amended to reflect ARC as the dba of ASPPA and the ARC governance structure; requires ARC membership approval to amend in future  ARC Operating Policies and Procedures  Handle issues not required to be in Bylaws; requires two- thirds of ARC Board to amend  ASPPA Operating Policies and Procedures  Establishes ASPPA governance structure; requires two- thirds of ASPPA Leadership Council to amend  Conforming amendment to ASPPA-COPA agreement  Clarifies that ARC Board is primarily responsible to carry out ASPPA’s obligations

Restructuring ASPPA  Adding a new sister organization to the ARC  The initial four sister organizations (ASPPA, ACOPA, NAPA, NTSA) must agree to the addition of any new sister organization  All of the sister organizations should feel comfortable with adding a new member organization to the family

Restructuring ASPPA  ASPPA reserves  Amount determined as of 12/31/2011 as the ASPPA-allocated reserves. If the ASPPA sister org choose to leave ARC before 2017, 100% of these reserves would go to the separate organization. Phased out percentage for the next 10 years.  12/31/2011 cutoff date recognizes that, after 2011, NAPA and NTSA members added substantially to the reserves  No allocation of reserves to any other sister org that decides to leave the ARC