Be All You Can Be

1. Be All You Can Be In the ACP. . .

2. THE ACP BYLAWS Identifies the: • Mission • Offices • Purpose • Limitations • Structure • Membership Issues • Management • Board of Directors • Administration • Financial Administration • Meetings • Voting

3. ACP Code of Ethics • Binds all members by their signature • Must be signed and dated by each member • Must accompany each application for membership • Is retained with permanent ACP Corporate records • Requires approval by a simple majority of the current membership to change • Can be reissued to every member for the purpose of updating or verifying membership records

4. The ACP Corporation • Is a nonprofit mutual benefit corporation organized under the California nonprofit corporation law. • Is organized exclusively as described in Section 4.01 of the ACP Bylaws. • Shall not carry on any activities not permitted to be conducted by a corporation exempt from Federal income tax under Section 501(C6) of the Internal Revenue Code of 1954 (or the corresponding provision of any future US Internal Revenue Law).

5. ACP Corporate Organization ACP Board of Directors Individual Members Contract Administrative Firm Information Individual Chapters Membership Presidents’ Council

6. Starting at the beginning - An ACP membership is an individual membership. (There may be government and/or Corporate membership categories in ACP in the future, but, if created, these can’t change the basic rights of the ACP individual membership.)

7. ACP Memberships • General Members • Outside 50-mile radius of nearest chapter • Entitled only to ACP Corporate benefits • Chapter Members • Pay chapter dues • Entitled to chapter benefits • Entitled to corporate benefits

8. Why Chapters are so important • They are the foundation and strength of the ACP Organization • Individuals are encouraged to become members of the ACP Chapters • Chapters often develop additional membership services within the confines of established corporate purposes • Chapters provide easy access to members nearby for networking and other local benefits

9. Non-Disclosure/Non-Compete Agreement • Allows sharing of sensitive, proprietary & confidential information with groups interested in becoming ACP chapters • Effective when accepted in writing by recipient for 10 years. If recipient becomes an ACP Chapter - the non-compete agreement remains effective for 5 years from date of termination • Provides that all confidential information remains property of the ACP

10. Each Chapter must have • Articles of Association • Chapter Officers • Chapter Elections

11. Articles of Association • Submit Draft Articles to ACP Board of Directors for Approval (new chapters only) • File Nonprofit Status with State (new chapters only & ACP National Dir. Of Chapter Services will assist) • Hold annual officer elections • Appoint Internal Audit Committee each year • File Annual “Sources & Uses” Report with ACP Corporate • Work with ACP Corporate to keep membership information current

12. Chapter Officers & Directors • Required Officers • Member in Good Standing • Candidate Eligibility • Chapter Elections

13. President Secretary Treasurer Program Director Information Director Required Chapter Board Members Each Chapter must have at least 5 initial chapter board members, six within 2 years of operation

14. Has paid dues, fees, assessments by Term End Date Follows current membership processing procedures for acceptance of application Has signed and agrees to abide by the Code of Ethics Has right to vote in elections and be elected to office Member in Good Standing

15. A member in good standing as is defined in this presentation Candidate Eligibility

16. Setting chapter election meeting date Selecting nomination committee Notifying members of elections Mailing/faxing ballots to members Accepting nominations from the floor Tabulating ballots Announcing new board composition Chapter Elections Process

17. Chapter Executive Committee All Chapter officers and directors are members of the Chapter board but . . . Only the President, Secretary and Treasurer are members of the chapter executive committee and have voting privileges.

18. Chapter Board Meetings • Follow Parliamentary Procedure • Use of Proxies is permitted

19. Basics of Parliamentary Procedure • Call to Order & Roll Call • Approval of Previous Meeting Minutes • Chairman & Officer Reports • Use of Motion to Accept, Second, Discussion, Carry • Motion to Adjourn

20. Must state general nature of subject of proxy Entitles members to vote in person or by other agents Must be signed by member Signature can be manual, typewritten, e-mailed or otherwise by the member or member’s attorney-in-fact Must be filed with Secretary Will be verified and maintained by Secretary Is irrevocable, once cast Use of Proxy

21. Council of Chapter Presidents • Functions as communication liaison between Chapter members & ACP Corporate BoD • Forum for generating resources for special projects • Collective Body to discuss Chapter related issues

22. Contracted Administrative Services Firm • Maintains ACP records of all current/past members • Distributes membership information, renewal invoices, etc. to members • Provides non-partisan support of election activities • Performs marketing activities for ACP • Performs other duties as contracted

23. Chief Financial Officer • Responsible for tracking income & expenses activities & developing the financial reports for the corporation • Responsible for annual external audit of corporate financial condition (under direction of Treasurer) • Rectifies all financial discrepancies of corporate records & provides accurate reporting information

24. National BoD Elections • Elections are held in January of each year • Nominations Committee appointed to identify candidates and oversee election

25. Are a member in good standing Have had prior service as an ACP Corporate Director or Officer; or one year prior services as an ACP Chapter Executive Committee (officer) member You’ve Got What It Takes If You

26. There are 8 positions Each serves a 2-year term Four positions are elected each year No more than two positions can come from the same chapter Board Members cannot work at the same company as another board Member. A little info about the Board. . .

27. Chairman/CEO Recording Secretary/BAO Treasurer/CFO Dir of Chapter Svcs Dir of Education Dir of Information Dir of Member Svcs Dir of Pub Relations ACP Corporate Board of Directors

28. Oath of Office • Agree to Uphold Bylaws • Act within scope of Code of Ethics • Represent ACP in a Professional Manner • Support ACP in action & statement • Agree to participate in BoD meetings • Keep confidential information within ACP

29. ACP BoD Meetings • Limitations • Giving Notice • Notice Contents • Location • Time Requirements • Quorum • Robert’s Rules of Order • Annual • Regular • Special • Executive Session

30. ACP Business Plan • Addresses the following: • Organizational Goals • Organizational Overview • Annual Budget • Operational Approach

31. Budget Considerations for Nonprofit Organizations • All financial considerations must be properly recorded • Monies must be properly delivered • All required transactions handled in accordance with the Internal Revenue Code of 1954 • Fiscal Year begins January 1 through December 31 • Must be approved no later than January 31

32. BoD Liability & D&O Insurance • The Corporation has purchased and maintains insurance for all officers. • The insurance indemnifies directors against: • All expenses, judgments, fines, settlements, and other amounts reasonably incurred by a director arising out of the director’s capacity as such

33. ACP Monthly Deadlines • Annual Director/Officer Reports By January 31 • Committee Reports By January 31 • Election of Officers By January 31 • Approve annual Budget By January 31 • Nominations of Officers Feb - Dec • BoD Annual Corporate By April 30 “Sources & Uses” Report to Members

34. Other ACP Deadlines • Statement of transaction/Indemn. By April 30 • Appointment of Election Committee By October • Establish Chapter Dues By November 1 • Develop/Present Annual Budget By December 31

35. ACP 2001 Board of Directors