National Contract Management Association Board of Directors Board Orientation Part 1 June 1, 2010 Via webex

Agenda (eastern time) Tuesday, June 1, :00pm – 2:30pmVision, Mission, Values, and Strategic Objectives 2:30pm – 3:30pmRoles, Responsibilities and Duties of Board Members 3:30pm – 4:00pmFinancial Management Wednesday, June 23, :00pm – 2:45pmNCMA’s People and Programs 2:45pm – 3:30pm Board Work: Association Policies, Board Briefs, and Committees 3:30pm – 4:00pmRoberts Rules Overview

Introductions Professional background NCMA experience Family Hobbies and interests Expectations from this year’s board experience

Board Information on the Intranet select “Board of Directors” Master Schedule Board of Director Meeting Minutes Financial Reports Long Range Plans and Strategic Objectives Budgets Board of Directors Directory Staff Directory Committee Rosters Executive Advisory Council Directory Chapter Directory Articles of Incorporation By-Laws Association Policies Travel and Expense Reimbursement Policy NCMA Directors & Officers Insurance Policy Board Orientation Briefing

Vision, Mission, Values, and Strategic Agenda

Vision NCMA will lead and represent the contract management profession. Our vision is that enterprises will succeed through improved buyer-seller relationships based on common values, practices, and professional standards. - NCMA Policy 1-4, Long Range Plan and Strategic Objectives (January 2009)

Mission NCMA’s mission is to improve organizational performance through effective contract management. - NCMA Policy 1-4, Long Range Plan and Strategic Objectives (January 2009)

Values We are committed to: Principled professional conduct and achievement, as dictated by our Code of Ethics; An open exchange of ideas in a neutral forum; A culturally and professionally diverse membership; Excellence in everything we do, especially our service to our members and the contract management community; Continuing education, training and leadership opportunities through a network of local chapters; - NCMA Policy 1-4, Long Range Plan and Strategic Objectives (January 2009)

Values (continued) Remaining the preeminent source of professional development for contract professionals. Recognizing and rewarding professional excellence and superior individual achievement in support of the contract management profession; Demonstrated professional achievement through Certification; Quality volunteer leadership; and Members’ highly principled freedom of action and responsibility to the people and organizations they serve. - NCMA Policy 1-4, Long Range Plan and Strategic Objectives (January 2009)

Value Propositions NCMA provides the tools, resources, and leadership opportunities to enhance each member of the profession’s performance, career, and accomplishments. NCMA provides the structure, name recognition, and products directly and through chapters to contracting professionals worldwide. - NCMA Policy 1-4, Long Range Plan and Strategic Objectives (January 2009)

Value Propositions (continued) 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 - NCMA Policy 1-4, Long Range Plan and Strategic Objectives (January 2009)

Strategic Objective #1 Develop the Next Generation of Contract Management Professionals. Strategies: Introduce undergraduate students to the CM profession and involve them in NCMA by offering student memberships, student chapters, and student programs. Increase the preparedness for candidates entering the CM workforce by increasing undergraduate programs containing CM and related curriculum, and by publishing a standard CM curricula and promoting the program to universities. - NCMA Policy 1-4, Long Range Plan and Strategic Objectives (January 2009)

Strategic Objective #2 Increase Professional Advocacy. Strategies: Improve perception of the contract management profession in industry, the government (including Congress), the press, and the general public, through an active public relations program. Increase recognition of NCMA in industry, the government (including Congress), the press, and the profession, through an active public relations program. Increase membership participation in advocacy activities through bilateral electronic communications and events. - NCMA Policy 1-4, Long Range Plan and Strategic Objectives (January 2009)

Strategic Objective #3 Reach More People in the Federal Contracting Community. Strategies: Expand the number of programs to serve the federal community, including education, certification, conference, publication, and other types of programs. Increase communication and involvement of the senior executive cadre within the profession. Utilize education partners, advertisers and corporate sponsors to reach new people in the federal community. Expand the focus of programs and services to the broader acquisition community. Increase the use of social media to connect to prospective members. - NCMA Policy 1-4, Long Range Plan and Strategic Objectives (January 2009)

Strategic Objective #4 Develop Professional Standards. Strategies: Baseline existing professional standards for government and industry organizations; benchmark standards and processes of other professions. Reach consensus among stakeholders (chapters, EAC, BOD, academia) on Generally Accepted Contract Management Practices (GACMP). Align professional standards and certification processes. - NCMA Policy 1-4, Long Range Plan and Strategic Objectives (January 2009)

Roles, Responsibilities and Duties of the Board of Directors

Duty of Care The duty of care describes the level of competence that is expected of a board member, and is commonly expressed as the duty of "care that an ordinarily prudent person would exercise in a like position and under similar circumstances." –This means that a board member owes the duty to exercise reasonable care when he or she makes a decision as a steward of the organization. Source: BoardSource

Duty of Care in Action Regular attendance at BOD meetings. Regular participation in any assigned Committees. Independent judgment—BOD members share equally in decision. Have adequate information. Delegation of Authority –Oversee, do not directly engage in day-to-day operations Source: ABA Guidebook

Duty of Loyalty The duty of loyalty is a standard of faithfulness; a board member must give undivided allegiance when making decisions affecting the organization. –This means that a board member can never use information obtained as a member for personal gain, but must act in the best interests of the organization. Source: BoardSource

Duty of Loyalty in Action Act in the best interests of the corporation over interests of self or the interests of the constituency selecting them. –“irrespective of other entities with which the director is affiliated or sympathetic, or to which the director owes his / her board appointment” Conflict of Interests –Personal & Corporate Opportunity (Organizational Conflict of Interests) –The conflict itself is not a problem: mitigate through disclosure, recusal, scrutiny by BOD Confidentiality –Disclosure limits on Association information, only that which is public record –Director not a spokesperson Source: ABA Guidebook

Duty of Obedience The duty of obedience requires board members to be faithful to the organization's mission. They are not permitted to act in a way that is inconsistent with the central goals of the organization. Source: BoardSource

Ten Basic Responsibilities of Nonprofit Boards 1.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. Source: BoardSource

Ten Basic Responsibilities of Nonprofit Boards (continued) 2.Select the chief executive. Boards must reach consensus on the chief executive's responsibilities and undertake a careful search to find the most qualified individual for the position. Source: BoardSource

Ten Basic Responsibilities of Nonprofit Boards (continued) 3.Provide proper financial oversight. The board must assist in developing the annual budget and ensuring that proper financial controls are in place. Source: BoardSource

Ten Basic Responsibilities of Nonprofit Boards (continued) 4.Ensure adequate resources. One of the board's foremost responsibilities is to provide adequate resources for the organization to fulfill its mission. Source: BoardSource

Ten Basic Responsibilities of Nonprofit Boards (continued) 5.Ensure legal and ethical integrity and maintain accountability. The board is ultimately responsible for ensuring adherence to legal standards and ethical norms. Source: BoardSource

Ten Basic Responsibilities of Nonprofit Boards (continued) 6.Ensure effective organizational planning. Boards must actively participate in an overall planning process and assist in implementing and monitoring the plan's goals. Source: BoardSource

Ten Basic Responsibilities of Nonprofit Boards (continued) 7.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. [Advocacy] Source: BoardSource

Ten Basic Responsibilities of Nonprofit Boards (continued) 8.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. Source: BoardSource

Ten Basic Responsibilities of Nonprofit Boards (continued) 9.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. Source: BoardSource

Ten Basic Responsibilities of Nonprofit Boards (continued) 10.Support the chief executive and assess his or her performance. The board should ensure that the chief executive has the moral and professional support he or she needs to further the goals of the organization. Source: BoardSource

Responsibilities of Individual Board Members 1.Attend all board and committee meetings and functions, such as special events. 2.Be informed about the organization's mission, services, policies, and programs. 3.Review agenda and supporting materials prior to board and committee meetings. 4.Serve on committees or task forces and offer to take on special assignments. 5.Follow conflict of interest and confidentiality policies. Source: BoardSource

Responsibilities of Individual Board Members (continued) 6.Inform others about the organization. 7.Suggest possible nominees to the board who can make significant contributions to the work of the board and the organization. 8.Keep up-to-date on developments in the organization's field. 9.Refrain from making special requests of the staff. 10.Assist the board in carrying out its fiduciary responsibilities, such as reviewing the organization's annual financial statements. Source: BoardSource

Director’s Rights 1.Access, within reason, to volunteer leaders and staff. 2.Right of inspection of books & records. 3.Advance Notice of Meetings. 4.Right to dissent and have recorded. 5.Access to Minutes of Board Meetings. Source: ABA Guidebook

The Source: Twelve Principles of Governance That Power Exceptional Boards. BoardSource, 2005.

Constructive Partnership Exceptional boards govern in constructive partnership with the chief executive, recognizing that the effectiveness of the board and the chief executive are interdependent. The Source: Twelve Principles of Governance That Power Exceptional Boards. BoardSource, 2005.

Mission Driven Exceptional boards shape and uphold the mission, articulate a compelling vision, and ensure the congruence between decisions and core values. The Source: Twelve Principles of Governance That Power Exceptional Boards. BoardSource, 2005.

Strategic Thinking Exceptional boards allocate time to what matters most and continuously engage in strategic thinking to hone the organization’s direction. The Source: Twelve Principles of Governance That Power Exceptional Boards. BoardSource, 2005.

Culture of Inquiry Exceptional boards institutionalize a culture of inquiry, mutual respect, and constructive debate that leads to sound and shared decision making. The Source: Twelve Principles of Governance That Power Exceptional Boards. BoardSource, 2005.

Independent Mindedness Exceptional boards are independent minded. When making decisions, board members put the interests of the organization above all else. The Source: Twelve Principles of Governance That Power Exceptional Boards. BoardSource, 2005.

Ethos of Transparency Exceptional boards promote an ethos of transparency by ensuring that donors, stakeholders, and members have access to appropriate and accurate information regarding finances, operations and results. The Source: Twelve Principles of Governance That Power Exceptional Boards. BoardSource, 2005.

Compliance with Integrity Exceptional boards promote strong ethical values and disciplined compliance by establishing appropriate mechanisms for active oversight. The Source: Twelve Principles of Governance That Power Exceptional Boards. BoardSource, 2005.

Sustaining Resources Exceptional boards link bold visions and ambitious plans to financial support, expertise, and networks of influence. The Source: Twelve Principles of Governance That Power Exceptional Boards. BoardSource, 2005.

Results Oriented Exceptional boards are results-oriented. They measure the organization’s advancement towards mission and evaluate the performance of major programs and services. The Source: Twelve Principles of Governance That Power Exceptional Boards. BoardSource, 2005.

Intentional Board Practices Exceptional boards intentionally structure themselves to fulfill essential governance duties and to support organizational priorities. The Source: Twelve Principles of Governance That Power Exceptional Boards. BoardSource, 2005.

Continuous Learning Exceptional boards embrace the qualities of a continuous learning organization, evaluating their own performance and assessing the value they add to the organization. The Source: Twelve Principles of Governance That Power Exceptional Boards. BoardSource, 2005.

Revitalization Exceptional boards energize themselves through planned turnover, thoughtful recruitment, and inclusiveness. The Source: Twelve Principles of Governance That Power Exceptional Boards. BoardSource, 2005.

Financial Management: Budget, Financial Statements, Estimates at Completion, Reserves and Investments, and Audit

Annual Budget The Finance and Budget Committee oversees the budgeting process. Staff develops time-phased estimates and assembles the budget. Finance and Budget Committee and Executive Committee meet in February 2011 to negotiate budget. Proposed FY 2011 budget presented to the Board of Directors for approval in March Posted on intranet under Governance area, available to all volunteers.

Financial Statements The Finance and Budget Committee oversees the financial reporting process. Our monthly reports include the Statement of Activities (with narrative), Statement of Position, and Statement of Cash Flows. Distributed to Finance and Budget Committee members around 10th of each month for review and discussion. Distributed to Board of Directors by 15th of each month. Periodic telecon to review financial statements. Posted in Governance area of intranet, available for viewing by all volunteers.

Estimates at Completion (EAC) The Finance and Budget Committee oversees the financial forecasting process. Designed to serve as an early warning system of financial risk areas. Revised revenue and expense forecasts. Incorporates year-to-date actuals. Accomplished quarterly. Distributed to the Board of Directors by the 30th day following the end of quarter.

Reserve and Investment Policies The Asset Management Committee oversees reserves and investments. NCMA Policy 5-2, Financial Management Policies. Investment advisor: Wachovia Risk tolerance assessment every 3 years by Board of Directors –done in Restricted and unrestricted reserves.

Audit The Audit Committee oversees the financial audit process. NCMA Policy 3-4, Audit Committee. NCMA Policy 5-2, Financial Management Policies. Independent auditor is Rubino & McGeehin (3 rd year). Audited financial statements distributed to the Board of Directors by September 30.

Chapter Financing Grant program: propose funds for specific program or capability. Each chapter has a taxpayer identification number. Chapters are included in our group tax filing. Taxable income: advertising and sponsorship. NCMA assists chapters in obtaining merchant accounts to accept credit card payments. Chapters retain their assets, until they go dormant. Audits and investigations conducted by CFO.

Review of Current Financial Condition Statement of Activities, for the 11 month period July 1, 2009 through May 31, Statement of Position, as of May 31, Annual Operating Budget for FY Amounts in reserve in restricted and unrestricted funds. Line of Credit available through Wachovia. D&B Credit score.

YTD Actual vs. Budget