Proposed Changes to the Executive Committee Gary Poleskey, President November 7, 2009

Executive Committee Charter The Executive Committee makes decisions in the absence of the full Board of Directors within the limitations specified herein, focuses the Board’s 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. - NCMA Policy 3-1, Board Committee Charter: Executive Committee (November 2008) 2

Executive Committee Composition 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 Secretary, the Treasurer, and the Executive Director. - NCMA Policy 3-1, Board Committee Charter: Executive Committee (November 2008) 3

Opportunity Realign the Executive Committee to match how we actually operate. –Secretary duties performed by staff. –Day to day treasurer duties performed by the CFO –Treasurer and Chair of the F&B Committee have been same person –People elected annually are valuable – roles have changed –Key committee chairs increasingly critical to Association success. Provide more flexibility to recruit and elect Board-elected directors. –Two board-elected officers replaced by two board-elected directors. –Emphasis on broad skills and expertise in lieu of narrower focus 4

Proposal Under Consideration Designate the Chairs of the Advocacy, Professional Standards & Ethics, and Finance & Budget Committees as voting members of EC. –All three would continue to be nominated by the President and approved by the Board Change the Treasurer and Secretary to non-Director, appointee (probably staff) positions. Add two Board-elected Director positions to the Board. 5

Current EC vs. Proposed As-isProposed President President-elect Past President TreasurerChair, Finance and Budget Committee SecretaryChair, Advocacy Committee Executive Director*Chair, Professional Standards and Ethics Committee General Counsel*Executive Director* General Counsel* * Ex officio non-voting member 6

Impact on Board Elections As-isProposed Maximum of 23 voting members No Change 12 member-elected Directors (4 each year) No Change 6 Board-elected Directors (2 each year) 8 Board-elected Directors (Election Pattern each year) 5 Board-elected Officers (Three Presidents, Treas, & Secy) (3 each year) 3 Board-elected Officers (Three Presidents) (1 each year) 7

Way Forward – Sense of the Board Is the Board comfortable enough with this change to implement in 2010 election cycle? If Yes – –We will prepare changed documents for vote in January meeting –Ask N&E Committee to conduct their screening to operate under new structure if approved in January 2010 If No – –We will prepare changed documents for vote in January meeting –Instruct N&E Committee to conduct their screening under current rules –Delay change to election process until 2011, if new structure is approved in January

Executive Committee Thoughts  Implementation of this change would impact a number of Association policies and the by-laws but all changes would be very straight-forward  Revision of Treasurer policy (2-6) and Finance & Budget Committee (F&B) (3-3) would be done to ensure existing financial oversight responsibility resident in those two positions would reside in the new F&B Committee Chair  Verified that the change would not violate the Association Charter or the Virginia Non-Stock Corp Act  Could easily be implemented in 2010 with little impact  Other Board Member Thoughts??????? 9

10 Backup Charts

EC Change Would Not Violate Virginia Non-Stock Corporation Act § Required officers. A. Except as provided in an agreement authorized by § , a corporation shall have such officers with such titles and duties as shall be stated in the bylaws or in a resolution of the board of directors that is not inconsistent with the bylaws and as may be necessary to enable it to execute documents that comply with subsection F of § B. The board of directors may elect individuals to fill one or more offices of the corporation. An officer may appoint one or more officers or assistant officers if authorized by the bylaws or the board of directors. C. The secretary or any other officer as designated in the bylaws or by resolution of the board shall have responsibility for preparing and maintaining custody of minutes of the directors' and members' meetings and for authenticating records of the corporation. D. The same individual may simultaneously hold more than one office in the corporation. 11

Required Implementation Actions 1.Revise: –Policy 1-2, NCMA Bylaws –Policy 2-1, Board of Directors –Policy 2-5, Secretary –Policy 2-6, Treasurer –Policy 3-1, Executive Committee –Policy 3-3, Finance and Budget Committee –Policy 3-5, Asset Management Committee –Policy 3-9, Committee on Professional Standards and Ethics –Policy 3-11, Advocacy Committee –Policy 5-12, National Election Policy 2.Appoint a Secretary and Treasurer 12

Impact on Board Elected Positions * 13 Year Position AA electedA Term A electedA Term A electedA Term Position BB electedB Term B electedB Term B electedB Term Position CTreas P1Treas P2C electedC Term C electedC Term C elected Position DSecy P1Secy P2D electedD Term D electedD Term D elected Position EE electedE Term E electedE Term E electedE Term Position FF electedF Term F electedF Term F electedF Term Position GG electedG Term G electedG Term G elected Position HH electedH Term H electedH Term H elected PresidentElect P1Elect P2Elect P3Elect P1Elect P2Elect P3Elect P1Elect P2Elect P3 Total Board Elected * Years represent election years – Years served would follow by one year