NCMA Governance Committee

1. NCMA Governance Committee Board Brief 2012-20 November 13, 2011

2. Summary of Action • Conduct a complete review of the committee structure to determine what committees are needed to support the Association • Last review conducted 7 years ago • Ensure committee responsibilities reflect what the committee accomplish vs. staff • Questions to be considered include whether the committees are aligned to our strategy and if the committee charters are aligned with the practice.

3. Source Material • Reviewed Material Provided by Neal Couture • “Transforming Board Structure: Strategies for Committees and Task Forces” – Board Source • “A Guide to Association Committees” – Association Department , U.S. Chamber of Commerce • “Governance Committee” – Board Source • Association Policies • Association Strategic Plan (NCMA 1-4) • Bylaws (NCMA 1-2)

4. Source Material • Committee Board Briefs (PY 2010 and 2011) • Cambria worked with staff to identify tasks performed by staff vs. committees • Staff responsibilities • Secretary position assumed by member of staff in 2009 • Addition of Chief Learning Officer in 2011 • Survey of committee chairs • Committee members experience • Additional insight provided by Executive Director

5. Things considered • Is the committee necessary to accomplish the responsibilities of the Board of the Directors? • Does the committee charter reflect the task performed by the committee vs. staff? • Does the committee support the implementation of an established program? • Does the committee allow the Board to fulfill its fiduciary responsibility? • Is the committee effective or accomplishing its purpose?

6. Things considered • Is the committee effective or accomplishing its purpose? • Is the committee aligned with our strategy? • Is the charter aligned with the practices? • Can any of the committees be combined? • Has the mission of the committee been completed?

7. Current Approach • Defined in NCMA 5-10, Committees • Types of Committees • Board Committees (permanent committees) • Comprised solely of Board Members • Deal with policy and strategic work and may make decisions on behalf of the Board • Propose policy, and prepare the Board to make decisions about the direction of the Association • Standing Committees (permanent committees) • Perform essential responsibilities of the Association and its Directors • Members may be either Board members or members of the Association

8. Current Approach • Types of Committees (Cont.) • Ad Hoc Committees • Established by the Executive Committee or full Board to deal with Specific issues of limited duration • Not listed in the Policy • Limited duration is not defined

9. Current Committees • Board Committees • Executive • Finance and Budget • Strategic Planning • Standing Committees • Governance • Audits • Asset Management • Nominations and Elections • Awards & Honors • Professional Standards & Ethics • Executive Director Assessment • Professional Advocacy • CMLDP • University Outreach and Relations • Chapter Development

10. Proposed Approach • Oversight Committees deal with policy and strategic work and ensure integrity of financial operations • Standing Committees- Issues of interest to the Board but are not categorized as oversight nor are they project- or task-based • Working Groups provide deliverables based on a schedule or project • Established by Executive Director or President

11. Proposed Approach • Oversight • Executive • Finance & Budget • Audit • Strategic Planning • Standing • Governance • Nominations and Elections • University Outreach & Relations • Chapter Development

12. Proposed Approach • Working Group • CMLDP Oversight • Awards & Honors • Dissolve & Transition responsibilities • Asset Management to Finance Committee • Executive Director Assessment to Executive Committee • Professional Standards & Ethics and Professionalism Advocacy • Executive Director and Chief Learning Officer will monitor these areas and working groups will be charted as necessary

13. Proposed Committees • Board Oversight Committees • Executive (includes Executive Director Assessment) • Finance and Budget (includes Asset Management) • Strategic Planning • Audits • Standing Committees • Governance • Audits • Asset Management • Nominations and Elections • Awards & Honors • Professional Standards & Ethics • Executive Director Assessment • Professional Advocacy • CMLDP • University Outreach and Relations • Chapter Development

14. Proposed Working Groups • Working Groups • CMLDP • Awards & Honors • Others – to be determined

15. Summary • Approved Proposed structure • Revisit committee structure every 3-5 years

16. Resolution “Be it resolved, that the following committees changes are made: Executive Committee, Finance and Budget, Strategic Planning and Audit committee are changed to Oversight Committees: Governance, Nominations and Elections, University Outreach and Development and Chapter Development remain Standing Committees and that Awards & Honor, CMLDP Oversight, Asset Management, Executive Director Assessment, Professional Standards & Ethics and Professionalism Advocacy Committees are dissolved, and that the revised policies listed are approved as presented Policy 2-1, Board of Directors (November 2011) Policy 2-2, President (November 2011) Policy 2-3, President Elect (November 2011) Policy 2-4, Past President (November 2011) Policy 2-5, Secretary (November 2011) Policy 2-6, Treasurer (November 2011) Policy 2-7, General Counsel (November 2011) Policy 2-8, Executive Director (November 2011) Policy 3-1, Executive Committee (November 2011) Policy 3-2, Governance Committee (November 2011) Policy 3-3, Finance and Budget Committee (November 2011) Policy 3-4, Audit Committee (November 2011) Policy 3-5, Reserved

17. Resolution (cont.) Policy 3-8, Reserved Policy 3-9, Reserved Policy 3-10, Reserved Policy 3-11, Reserved Policy 3-12, Reserved Policy 3-13, University Outreach and Relations Committee (November 2011) Policy 3-14, Chapter Development Committee (November 2011) Policy 3-15, Strategic Planning Committee (November 2011) Policy 5-1, Association Policy Formulation and Implementation (November 2011) Policy 5-2, Financial Management Policies (November 2011) Policy 5-4, Certification Policies (November 2011) Policy 5-5, Education Policies (November 2011) Policy 5-7, Chapter Policies (November 2011) Policy 5-10, Committees Policy (November 2011) Policy 5-13, Strategic Management Policy (November 2011)” Note: this resolution requires a majority vote to pass.

18. Backup

19. Proposed Structure

20. Recommended Structure

21. Recommended Structure

22. Recommended Structure

23. Mission NCMA’s mission is to advance the contract management profession.

24. Vision OUR VISION FOR THE PROFESSION • Contract management will be viewed by all organizations – public and private – as an essential business management function that directly contributes to organizational success. • People will recognize contract management is a challenging and rewarding profession, and will prepare for and seek out positions in the profession. • Universities will provide undergraduate and graduate degree programs and courses designed to prepare students for entry into or advancement in the contract management profession. OUR VISION FOR THE ORGANIZATION • NCMA will lead in defining the standards and the body of knowledge for the contract management profession. • NCMA will provide tools that enable the entry, development, and advancement of all CM professionals. • NCMA will be a model for not-for-profit individual membership organizations, recognized for innovation, effective and efficient operations, and agile responsible governance.

25. 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 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.

26. Our 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; • 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.

27. Objectives and Strategies • Responding to these external and internal forces, the Association will strive to accomplish the following objectives during the succeeding five program years: • Develop and institutionalize an effective advocacy and outreach program that provides a neutral forum for the profession. The desired outcomes for this objective are public recognition that CM is an essential business management function, and public recognition that NCMA is the preeminent neutral forum for contracting professionals. • Create standards for the profession that are widely recognized and adopted. The desired outcome for this objective is for NCMA's standards to be accepted across multiple domains (Government, Industry, Academia) as a framework for best practices. • Create programs and services to help people enter into and progress within the contract management profession. The desired outcome is for the contract management profession to be recognized as a career field in which education, professional development and advancement opportunities exist for long-term practitioners as well as recent entrants into the profession. NCMA achieves this by creating programs and services to help people enter into and progress within the contract management profession. • Enhance and develop program delivery techniques to improve value for existing and potential members. The desired outcome for this objective is that NCMA will have multiple program and service delivery methods to maximize member value and engagement opportunities.

28. Organization - November 2006

29. Organization - September 2011