NAOC Tiger Team Board Limit Term/Length
Purpose of Tiger Team • Based on comment from Les Clark and the Membership Meeting the President convened a tiger team to evaluate BOD position duration/term limits • Actions of Tiger Team: – Present recommendations to BOD by July 2014 BOD Meeting – Provide recommendation to BOD prior to Oct/Nov general membership meeting – Give membership 60 day warning if we are changing articles of association – Make announcement to general membership by Sept 2014
Participants of Committee • Heather Polinsky – ARCADIS (Chair)* • Wayne Lewallen – EOTI* • Brian Helmlinger ‐ URS • Joe Cudney – Parsons* • Bryan Stone ‐ Laseod • Les Clarke ‐ Battelle • Tim Hiles ‐ HGL • Dean Keiswetter ‐ Leidos * Current Board of Directors members
Process Discussion of issue and input from tiger team Determination: Need to poll the membership (define the issue) Conduct survey Focus on membership issues from survey Develop conceptual recommendations Draft bylaw changes for board consideration Obtain board input/approval Bring proposed bylaw changes to general membership for a vote Apply the revised procedures for the November 2014 Election
Relevant Survey Results * * Note: Majority of “other” respondents indicated, Board represents industry ‐ wide issues not my personal company.
Recommended Articles of Association wording changes Term lengths: 2 years Election cycle : Keep an annual election, Elect ½ the board each year (5 companies year one, 6 companies year two) Term Limits: 4 years on the board (two consecutive terms) the member company must refrain from running for one (1)year. If 30 days in advance of the election enough eligible* member companies have not expressed a formal interest in running for the NAOC board of directors, then term limits would be lifted for all those affected and all companies will be eligible to run for the board of directors. May need to address what if there are multiple companies at term limit and there are not enough new to cover two or the four…which two go…I would assume the ones that have been on the board longest.. *Eligibility is based on two factors, being a member company in good standing, and not having reached your term limit in during the prior election cycle (i.e., the year immediately following the completion of two consecutive terms). Need to consider how we chose which 5 firms slots are up for election for the 1 st term……ideas discussed: Look at number of years on board (remove those who have been on the board the longest first) • Go back to election results – select the 5 firms that have the least amount of votes in last selection to be cycled off • the board first, and if those companies have served for greater than 4 years they will not be permitted to run again. See Handout for Recommendation to Articles
Next Steps Board discussion/approval Email to membership on proposed bylaw changes and request for vote (can this be electronic or do we need to wait for membership meeting). Put in place procedures/tracking of new term lengths/limits, if appropriate.
Other Related Recommendations to Board and Committees • Board composition (i.e. reserving a portion of the Board for small businesses and very small businesses) was also discussed. • Board composition was not in our charter as a Tiger Team • While there was not consensus many of our group felt – Current distribution of membership (majority SB) – Current process allows for change in Board composition – A bylaws change, is not need as Majority Vote could result in a change if there were a majority of the members wanting a different board compensation
Additional Information
Backup – Full Survey Info
Backup – Full Survey Info
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