NCMA Governance: Are We An Exceptional Board

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NCMA GovernanceAre We An Exceptional Board?

• Governance Committee Report
• (As Of September 27, 2006)

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Objective

• Begin a dialog to determine if we are properly
  structured to
• Pursue the Associations Strategic Objectives
• Perform in a competency based manner
• Reach consensus that change is needed
• Set foundation for a vote in December

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NCMA National Board Structure

• Overview
• Characteristics of Exceptional Boards
• Obstacles of Current Board Structure
• Association Benchmarking
• Proposed Way-Ahead
• Potential Issues Resolution
• Recommendation

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Characteristics of Exceptional Boards

• Govern in constructive partnership with the
  Executive Director
• Shape and uphold the mission, articulate a
  compelling vision and ensure congruence between
  decisions and core values
• Allocate most of their time to strategic thinking
  to hone the organizations direction
• Institutionalize a culture of inquiry, mutual
  respect, and constructive debate and sound
  decision making
• Put the interests of the organization above all
  else and act in an independent-minded manner
• Adopt an ethos of transparency to ensure
  stakeholders have access to appropriate and
  accurate information

Source BoardSource Twelve Principles of
Governance That Power Exceptional Boards 2005
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Characteristics of Exceptional Boards
(Continued)

• Promote strong ethical values and disciplined
  compliance through appropriate mechanisms for
  active oversight
• Ensure sustaining resources exist to link bold
  visions and plans to financial support
• Measure the organizations advancement toward
  mission objectives Results oriented
• Fulfill essential governance duties by
  structuring themselves to support organizational
  priorities
• Embrace continuous learning by evaluating their
  own performance and assessing the value they add
  to the organization
• Energize themselves through planned turnover,
  thoughtful recruitment and inclusiveness

Source BoardSource Twelve Principles of
Governance That Power Exceptional Boards 2005
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Characteristics Most Relevant to Board Structure
and Election Process

• Exceptional Boards
• 3 Use strategic thinking to hone
  organizational direction
• 5 Put interests of the organization above all
  else
• 9 Maintain a strong focus on organizational
  advancement toward mission objectives
• 10 Structure themselves to support
  organizational priorities
• 12 Energizing themselves through planned
  turnover and thoughtful recruitment

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NCMA National Board Structure

• Overview
• Characteristics of Exceptional Boards
• Obstacles of Current Board Structure
• Association Benchmarking
• Proposed Way-Ahead
• Potential Issues Resolution
• Recommendation

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CURRENT STRUCTURE

• 14 DIRECTORS FROM REGIONS
• Elected by Chapter Presidents within a region
• 4 AT-LARGE DIRECTORS
• Elected by Board of Directors
• 3 OFFICERS (President-elect, Secretary,
  Treasurer)
• Elected by Chapter Presidents
• President and Past President
• 2 Ex Officio Executive Director General
  Counsel

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Specific Obstacles

• Selection process for 23 voting Directors limits
  Boards ability to ensure it is structured to
  achieve strategic objectives
• 14 Directors elected within regions (7 each year)
• Nomination process implementation is uneven among
  the regions
• Focused on finding willing and able participants
• Chapter Presidents within each region have
  limited selection options
• 5 Officers elected nationally by all Chapter
  Presidents (3 each year)
• Nomination process allows any interested member
  to run with the support of a member of the Board
  of Directors
• Out of step with comparable organizations (NIGP,
  PMI, and ISM Boards all select their Officers)
• Doesnt allow Board to select leadership focused
  on strategic objectives
• 4 Directors elected at large by the Board (2
  each year)
• Only ability Board has to select Directors like
  an Exceptional Board
• Limited Board continuity potential for 52
  turnover each year (12/23)

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Does NCMAs leadership reflect and serve the
objectives of the Association?

• The strategic objectives define needs that would
  be best served with various competencies and
  areas of expertise.
• Board members should be chosen to enable the
  Board to advance the Associations strategic
  objectives.
• The only avenue to deliberately achieving that
  goal at present is in the nomination and election
  of At-Large Directors.
• We should expand that to a conscious evaluation
  of board strengths and weaknesses and work to
  address specific needs.

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Matching Strategic Objectives to Board Members
Qualifications Some Examples

• Public Policy
• State Local Gov.
• Commercial Contracting
• DoD Policy
• Certification Experience
• Faculty Member or Student
• Executive Level Person
• Line Contracting Officer
• Specific Functional Expertise
• Deployment Expertise

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NCMA National Board Structure

• Overview
• Characteristics of Exceptional Boards
• Obstacles of Current Board Structure
• Association Benchmarking
• Proposed Way-Ahead
• Potential Issues Resolution
• Recommendation

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OTHER MODELS
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QUALIFICATIONS

• PMI requires that candidates meet certain
  criteria, including proven PMI leadership
  performance proven business and project
  management experience proven experience in
  strategic thinking experience in areas which can
  bring added value to the PMI Board (senior
  management/executive experience membership in
  other similar organizations international,
  multi-national or global enterprise experience).

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QUALIFICATIONS

• ISM requires at least 7 of 15 directors be
  members. Majority are Senior Vice presidents,
  CEOs, or Chief Procurement Officers.
• NIGP requires that candidates be in the public
  sector officers must hold a CPPO. Questionnaire
  for potential candidates includes experience,
  certification, education/professional
  development, contributions to the profession and
  NIGP, contributions to society, and an essay.

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NCMA National Board Structure

• Overview
• Characteristics of Exceptional Boards
• Obstacles of Current Board Structure
• Association Benchmarking
• Proposed Way-Ahead
• Potential Issues Resolution
• Recommendation

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BASIS FOR CHANGE

• Limited ability to recruit candidates based on
  talents related to strategic objectives
• Some regions have had no viable candidates
• Other regions have multiple candidates, but only
  one can be elected
• Need increased ability to recruit candidates
  based on competencies, not just geography
• Ensure effective Board balance between chapter
  level experience and executive level experience
• Enhance ability of chapter presidents to
  participate in nation-wide election of Directors
• Ensure Board has better knowledge base for
  selection of officers
• Decrease Board turnover rate for more stability

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PROPOSED NEW STRUCTURE

• Chapter Presidents elect 8 Directors in an
  Association-Wide process
• 2 to 3 Directors each year
• Board elects 5 Association officers and 10 other
  Directors
• NE Committee will build slate based upon Board
  approved Charter
• 3 to 4 Directors each year
• 3 Officers each year
• Directors serve 3 year terms to reduce turn over
• May serve one additional consecutive term.
• Voting member turnover reduced to 9 of 23
  annually (lt40)
• Director to Officer transition may reduce
  turnover further
• Retain three step Presidential progression
• Treasurer and Secretary serve one year terms
• May serve one additional consecutive term.
• 2 EX-Officio Directors remain as is

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TRANSITION

• Under Construction
• Transition cannot be worked until we have
  consensus on a construct
• Need a plan before December Vote

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NCMA National Board Structure

• Overview
• Characteristics of Exceptional Boards
• Obstacles of Current Board Structure
• Association Benchmarking
• Proposed Way-Ahead
• Potential Issues Resolution
• Recommendation

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CHAPTER CONNECTIVITY

• Issue Does this change reduce Chapter
  connectivity?
• Mitigation
• No change from current structure Directors do
  not and will not have regional management
  responsibilities
• Communication is universal in todays
  environment.
• Each member, each chapter officer, each committee
  member has the same opportunities to avail
  themselves of the organizations activities and
  information via the website, blast emails,
  flyers, leadership conferences, etc.
• Geographic diversity will still be a factor in
  Board composition
• Chapter Development Committee is continuing to
  work on ways to foster Chapter President
  interaction and influence
• Introduction of chapter mentor program gives
  chapters access to mentors to guide and assist
  them in areas such as programs, chapter
  volunteers, leadership, succession planning.

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CHANGE RESISTANCE

• Issue How do we explain this Governance change
  to the Chapters ?
• Mitigation
• Review BoardSource Twelve Principles of
  Governance
• Charts 4 to 6 provide characteristics of
  Exceptional Boards
• Our current approach has brought many excellent
  people to Board
• But only randomly addressed strategic objectives
• No pressure to find viable candidates in each
  region each year
• Consideration of multiple candidates from any
  region each year
• Allows Association leadership (Presidents and
  Board) to ensure the Board is aligned to
  strategic objectives
• Allows Board to select Association Officers like
  Benchmarked Associations

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BOARD TOO EXCLUSIVE

• Issue Is the Board trying to limit diversity
  and create an exclusive club?
• Mitigation
• Reverse of question is THE goal.
• Want to address diversity using a broader
  spectrum of considerations
• Changes focused on advancing Association
  objectives
• Chapter Presidents have broader choices in
  National election

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Others??
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Recommendation

• President direct Governance Committee to prepare
  By-Law change and transition plan to accomplish
  proposed changes that reflect todays dialog
• Board participate in November special telecon
  meeting to discuss further
• Board vote in December
• By-Law change
• Nomination Election Policy revision