1. Civil Air Patrol Command Council Meeting 1-2 March 2013 Arlington, VA

2. Governance Change Summary Mr. Robles and Col Herrin

3. Then Board of Governors (BoG) Membership National Commander and Vice Commander served on BoG National Commander and Vice Commander served on BoG Two member-at-large positions Two member-at-large positionsNow Board of Governors Membership National Commander serves as BoG adviser National Commander serves as BoG adviser Four member-at-large positions Four member-at-large positions

4. Then National Commander Elected by National Board for one three-year term Elected by National Board for one three-year termNow National Commander/Chief Executive Officer BoG established minimum qualifications and selects National Commander for three-year term that can be extended for an additional one to three years BoG established minimum qualifications and selects National Commander for three-year term that can be extended for an additional one to three years

5. Then National Vice Commander Elected by National Board for one-year term Elected by National Board for one-year termNow National Vice Commander Selected by National Commander and confirmed by majority vote of BoG Selected by National Commander and confirmed by majority vote of BoG No specified term of office No specified term of office Can serve multiple national commanders Can serve multiple national commanders

6. Then National Headquarters Executive Director Executive Director reported to BoG Executive Director reported to BoGNow Chief Operating Officer (COO) Renamed COO Renamed COO Reports to BoG for administrative matters and to CEO for operational matters Reports to BoG for administrative matters and to CEO for operational matters

7. ThenPolicy National Board, National Executive Committee and BoG established policy National Board, National Executive Committee and BoG established policyNowPolicy BoG establishes policy for CAP BoG establishes policy for CAP

8. ThenRegulations All policy for regulatory changes approved by National Board or NEC All policy for regulatory changes approved by National Board or NECNowRegulations National Commander approves all regulatory changes National Commander approves all regulatory changes

9. Then National Board Developed policy Developed policyNow CAP Command Council Advisory body to national commander Advisory body to national commander Focuses on operational issues related to CAP missions Focuses on operational issues related to CAP missions

10. Then National Executive Committee (NEC) Developed policy when National Board not in session Developed policy when National Board not in sessionNow CAP Senior Advisory Group (CSAG) Provides advice to National Commander Provides advice to National Commander Recommends policy and proposes Constitution and Bylaws amendments to BoG Recommends policy and proposes Constitution and Bylaws amendments to BoG

11. Then Wing Commanders were corporate officers Wing Commanders were corporate officersNow The National Commander, National Vice Commander, Chief Operating Officer, General Counsel and Chief Financial Officer are the corporate officers The National Commander, National Vice Commander, Chief Operating Officer, General Counsel and Chief Financial Officer are the corporate officers

12. ThenStaff Two staffs – National Headquarters and National Volunteer Staff Two staffs – National Headquarters and National Volunteer StaffNowStaff One combined staff One combined staff

13. CAPR 20-1 Section B -- Corporate Organization at National Level 5. National Organization. 5. National Organization. This section describes the corporate organization of CAP at the National level. The overall organization of CAP, the CAP National Headquarters as well as the Civil Air Patrol-United States Air Force (CAP USAF) structure is depicted in figure 1. 6. The Board of Governors. 6. The Board of Governors. The Board of Governors is the governing body of CAP and as such shall govern, direct and manage the affairs of the Corporation. It is comprised of 11 members: four members appointed by the Secretary of the Air Force, who may be active or retired employees of the United States, or private citizens; four members of Civil Air Patrol; and three members appointed jointly by the Secretary of the Air Force and the National Commander of Civil Air Patrol, from personnel of any Federal Government agencies, public corporations, nonprofit associations, or other organizations that have an interest and expertise in civil aviation and the Civil Air Patrol mission.

14. CAPR 20-1 Section B -- Corporate Organization at National Level 7. The CAP Senior Advisory Group. 7. The CAP Senior Advisory Group. The CAP Senior Advisory Group (CSAG) is an advisory group to the National Commander and shall conduct such business as determined by the Board of Governors, National Commander, or delineated by CAP regulations. The CSAG consists of the: a. National Commander b. National Vice Commander c. National Chief of Staff d. Region Commanders e. Chief Operating Officer* f. Commander, CAP-USAF* *Ex-officio, nonvoting members

15. CAPR 20-1 Section B -- Corporate Organization at National Level 8. The CAP Command Council. The CAP Command Council is the advisory body to the National Commander on operational issues. The Command Council consists of: a. National Commander b. National Vice Commander c. National Chief of Staff d. Region Commanders e. Wing Commanders f. Chief Operating Officer* g. Commander, CAP-USAF* *Ex-officio, nonvoting advisors

16. CAPR 20-1 Section B -- Corporate Organization at National Level 9. The National Headquarters. a. The National Headquarters consists of the National Commander who also serves as the Chief Executive Officer (CEO), the Chief Operating Officer (CO) the National Staff, and NHQ-chartered units activated as directed by the National Commander. b. The National Commander is the Chief Executive Officer of the Corporation and is primarily responsible for the operational missions of the Corporation. The National Commander serves as a permanent advisor to the Board of Governors, c. The Chief Operating Officer is contracted by the Board of Governors to administer the day-to-day activities of Civil Air Patrol and to issue rules, regulations, and other directives in accordance with the resolutions of the Board of Governors. He/she is also responsible for all employment and management decisions associated with the paid staff employed to assist him/her in executing the purposes of the Corporation. The CO administratively reports to the Board of Governors but shall be under the operational direction of the CEO (National Commander). In the absence of the National Commander, the CO will assume the CEO responsibilities regarding the operation and daily administration of the Corporation.

17. CAPR 20-1 Section B -- Corporate Organization at National Level 10. National Committees and National Staff. National committees and National staff may be appointed by the National Commander and function under the direction of the Chief of Staff. These positions are advisory in nature and have no command or directive authority. The National Chief of Staff exercises command authority over NHQ- chartered units as delegated by the National Commander.

19. CAPR 70-1 Contracting Management Part 3 ‒ Delegation of Acquisition Authority 3-6. Region and wing commanders are authorized to issue purchase orders and approve agreements up to $5,000 for transactions funded with region or wing-generated resources such as state and local grants, donations and member dues. The appropriate region or wing finance committee will review these actions prior to executing purchase orders and agreements. Region commanders’ authority may be extended to $10,000 in order to cover expenses directly associated with region conferences. Submit all requirements that exceed these amounts to NHQ/FM for processing.

20. Final Note from GCO Final Note from GCO Current CAP regulation 112-10, as well as the previous version of the same regulation, provides indemnification for designated CAP leaders, individuals acting at the direction of a corporate officer and certain key employees who hold entrusted and or executive positions that require decision making and the taking of actions on behalf of CAP that may be conducive to prospective claims or litigation. In the past, most of these individuals incurred in this protected conduct as corporate officers. At present, per our new governance documents there is a small group of corporate officers and certain designated volunteer leaders receive delegated authority to act in their name place and stead regarding pertinent corporate matters.

21. Final Note from GCO (cont.) Final Note from GCO (cont.) However, please be advised that all CAP members, inclusive of unit commanders, are well protected under CAP’s Liability Insurance Program as described in the provisions of CAPR 900-5. This insurance policy provides coverage for unit meetings, encampments and general CAP activities. It also provides liability protection for CAP’s use of meeting places, buildings or airport facilities. Finally, CAP’s general liability policy provides additional coverage to CAP officials ( i.e., unit commanders) for claims of libel and slander to have occurred while performing their official duties.

22. Final Note from GCO (cont.) Final Note from GCO (cont.) I trust that this short explanation brings you peace of mind and that you duly note that in the event a claim is made arising out of CAP activities against the corporation or yourself notice must immediately be given to our office and copies of the served documents must be forwarded by the most expeditious means so that in turn we may notify our insurance company and retain outside legal counsel to secure appropriate defense of all pertinent parties, please refer to CAPR 900-5 and CAPR 112-9.