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					                                                                              Board Brief 2005-4
                                                                              Association Policies
                                                                                    July 17, 2004
Date:          July 8, 2004
Memo To:       Board of Directors
From:          Karen Reuter, President-elect; Neal Couture, Executive Director

Introduction
At the request of the National President, a project was undertaken to review the association’s
existing policies, as presented in the Association Operating Guide (AOG), with the intent of
updating outdated policies, implementing changes effected by recent bylaws changes, and
simplifying the document set to be more usable by national and chapter leaders.

The National Vice President and Secretary and Executive Director, between October 2003 and
June 2004, conducted this review. In the process, it was determined that the degree of revision
needed was so great as to warrant a complete rewrite of the policies documents. This rewrite is
presented to the Board of Directors for adoption, as a complete replacement of the AOG. A
resolution is attached to this document.

Several basic premises emerged in this process:

1.     Association policy should be distinct from chapter guidance. The existing AOG blurred
       and blended the two, making it confusing to navigate for all parties. A separate, stand-
       alone chapter guidebook will be published.
2.     The existing AOG evolved over many years, and as such, many inconsistencies and
       redundancies were created. Also, administration of the individual policies was suspect,
       with some policies that may have been revised by Board decision not being published, or
       obsolete versions being left in the AOG. When possible, particularly in Section 5,
       policies relevant to a specific area were consolidated into a single, comprehensive policy.
3.     As the policies were revised, natural groupings occurred that were adopted as the policy
       table of contents. Five types of documents exist: corporate documents, officer and
       director charters, board committee charters, operational committee and advisory body
       charters, and policies.
4.     With the shift to board, ad hoc, and operational committees, Functional Director position
       descriptions and references have been dropped.
5.     The accepted actions (and inactions) of the officers, directors, and staff, to a certain
       degree constitute de facto policy, that either were not codified, or conflicted with
       published policy yet were knowingly continued. This rewrite codifies current practice.
6.     Certain policies have been overcome by events, or are obsolete practices, and are not
       being incorporated into this new policy document. A list of these items is included.

What follows is a description, for each new policy document, of how the policy was affected (i.e.
no change from previous, administrative changes, or material policy change). It is our intent to
make the Board aware of all policy changes or shifts incorporated as a result of the rewrite.




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ASSOCIATION POLICIES

1       CORPORATE DOCUMENTS
1-1     Articles of Incorporation (February 1994)
         Added to the policy manual as it is the basic statutory formation document. Note
            that it must be revised and filed with the Commonwealth of Virginia to incorporate
            changes from recent governance change.

1-2     By-Laws (December 2003)
         Formerly D-05.
         No changes from what the Board approved in December 2003.

1-3     Statement of Vision, Mission, Values and Signature Phrase (July 2004)
         Formerly D-06.
         The vision statement was replaced with the version approved by the Board in the
            Long Range Plan and Strategic Objectives dated December 2003. The Values,
            Value Proposition, and Signature Phrase from that LRP are also incorporated here.
         The mission statement was dropped from the long range plan several years ago, but
            D-06 was never updated to reflect that. However, the National Bylaws essentially
            state the mission in Article II-Purposes, which has been incorporated here.

1-4    Long Range Goals and Strategic Objectives (December 2003)
       Formerly D-04.
       No changes from what the Board approved in December 2003.


2       OFFICER AND DIRECTOR CHARTERS
2-1     Board of Directors (July 2004)
         Formerly E-02.
         Significantly expanded description of duties and responsibilities to address duty of
           care, duty of loyalty, duties of the board as a governing body, duties of the
           individual officers and directors, and rights of individual officers and directors.
         Implemented effects of bylaws change including board composition and quorum.

2-2     President (July 2004)
         Formerly E-04.
         Implemented effects of bylaws change including how elected.

2-3     President-Elect (July 2004)
         Formerly E-05.
         Implemented effects of bylaws change including how elected.
         Expanded the duties and responsibilities to reflect current practice, similar to the
           President’s duties.



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2-4     Past President (July 2004)
         Formerly E-06.
         Implemented effects of bylaws change including how elected.
         Expanded the duties and responsibilities to reflect current practice, similar to the
           President’s duties.
         Policy shift: dropped “Serve as a focal point for international operations”, as it is not
           current practice.
         Policy shift: dropped “Maintain responsibility for the following programs: Awards
           and Honors program”, as this is being delegated to a new board committee.

2-5     Vice President and Secretary (July 2004)
         Formerly E-07.
         Implemented effects of bylaws change including how elected.
         Policy shift: dropped “Determine if a quorum exists at all meetings of the Board of
           Directors” as this is, by law, the responsibility of the board chairperson.
         Policy shift: added “Serve as Chair of the Policy Committee”, as it is current
           practice, and it is prescribed in NCMA 3-2, Policy Committee.

2-6     Vice President and Treasurer (July 2004)
         Formerly E-08.
         Implemented effects of bylaws change including how elected.
         Policy shift: dropped “Require the performance of an annual, independent audit of
           the NCMA financial records per generally accepted auditing standards applicable to
           not-for-profit corporations”, as this is now delegated to the audit committee in
           NCMA 3-4, Audit Committee, to comply with sound corporate controls as
           stipulated in Sarbanes-Oxley.
         Policy shift: changed emphasis from “facilitate the preparation of a proposed
           budget” to serving as chair of the finance and budget committee, which is now
           delegated responsibility for overseeing budget development in NCMA 3-3, Finance
           and Budget Committee. Dropped “Serve as the Chairperson, Financial Working
           Group as specified in G-56”, for the same reason.
         Administrative cleanup: added “Serve as a member of the Asset Management
           Committee”, which was an existing Board policy as stated in the former G-57,
           NCMA Asset Management Policy.

3       BOARD COMMITTEE CHARTERS
3-1     Executive Committee (July 2004)
         New policy, although certain provisions of the former E-03 were incorporated.
         The charter specifies which decisions the committee cannot make.
         Policy shift: puts the committee in charge of strategic planning, while retaining the
           President-elect as the chair.

3-2     Policy Committee (July 2004)
         Formerly E-09.



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           The committee emphasis is now on recommending policy establishment, revision,
            or deletion, rather than solely on compliance and administration.

3-3     Finance and Budget Committee (July 2004)
         Formerly E-10.
         Policy shift: delegates responsibility for overseeing financial planning (budgeting)
           to the committee, while retaining the Treasurer as committee chair.
         Policy shift: delegates responsibility for ensuring adequate funds are available, and
           for recommending cash reserves levels, and transfers of reserve funds, to the
           committee.

3-4     Audit Committee (July 2004)
         Formerly E-11.
         Policy shift: delegates responsibility for engaging the independent auditor and
           managing the audit relationship to the committee, to comply with sound corporate
           controls as stipulated in Sarbanes-Oxley. These were formerly managed by the staff.

3-5     Asset Management Committee (July 2004)
         New policy, but incorporates some of former G-57.
         Shift in emphasis to ensure Board of Directors understands the association’s
           investment framework.
         Policy shift: changes the composition of the committee, dropping Past President as
           an automatic assignee.
         Policy shift: transfers “Determination of and recommendation on the appropriate
           level of cash reserves” to Finance and Budget Committee.

3-6     Governance Committee (July 2004)
         New policy, but incorporates some of former F-27.
         Shift in emphasis from complying with Board decisions to assessing governance
           processes and recommending changes.
         Policy shift: delegates responsibility for orienting and training board directors to the
           committee.

3-7     Nominations and Elections Committee (July 2004)
         New policy, but incorporates some bylaws provisions, and former G-59 provisions.
         Shift in emphasis to ensuring the composition of national leadership reflects the
          needs of the association, and the composition of the membership, and to cultivate
          and recruit individuals for leadership positions.
         Policy shift: delegates responsibility for recommending committee assignments and
          developing a leadership development program to the committee.

3-8     Awards and Honors Committee (July 2004)
         New policy, but incorporates some of former F-03 provisions.
         Policy shift: delegates responsibility for creation, revision, cancellation, and
          administration of all awards programs to the committee.


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           Shift in emphasis to increase focus on recognition of achievements in the contract
            management profession.

3-9     Committee on Professional Standards (July 2004)
         New policy implementing board direction as stated in the Long Range Plan.
         Policy: creates a body to develop contract management performance standards and
          metrics.

4       OPERATIONAL COMMITTEE AND ADVISORY BODY CHARTERS
4-1     Conference Committee (July 2004)
         Formerly F-23.
         Policy shift: under the new notion of operational committees, this policy appoints
           the Executive Director as committee chair.
         Policy shift: delegates responsibility for providing customer perspective, building
           business cases, and recommending conferences, selecting cities, dates and sites for
           conferences, and approving conference plans (schedule, pricing, budget, content).
         Policy shift: makes the Board of Directors responsible for determining which events
           are in the association’s annual conference portfolio (instead of the former Executive
           Council).

4-2     Public Policy Committee (July 2004)
         New policy, but incorporates provisions of former F-29.
         Shift in emphasis from writing articles to monitoring domestic and international
           developments that may have an impact on the practice of contract management, and
           recommending how the association should act in anticipation or response to the
           environment.
         Retains NCMA’s “no lobbying” policy.

4-3     University Outreach and Relations Committee (July 2004)
         New policy, but incorporates provisions of former F-55.
         Retains emphasis on helping the association connect to academic programs, but
           expands focus to contemplate student organizations, and to participate in solicitation
           of research and authored articles.

5       POLICIES
5-1     Association Policy Formulation and Implementation (July 2004)
         Formerly G-01.
         Policy shift: replaces the Executive Council with the Policy Committee, with regard
           to reviewing proposals, recommending policies, and assisting drafting of policies.

5-2     Financial Management Policies (July 2004)
         Formerly G-56 (obsolete) and G-57.
         Retains existing asset management policies.
         Reiterates Finance and Budget Committee is responsible for overseeing budget
           preparation, chaired by the Treasurer.


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           Policy codification of existing practice of quarterly estimates at completion,
            forecasting the revenues and expenses for the balance of the year.
           Policy codification of existing practice of obtaining Board approval of budgets at
            the spring meeting.
           Policy codification of existing practice of periodic financial reporting.

5-3     Membership Policies (July 2004)
         Formerly G-02. G-04, G-06, and G-34, and provisions of D-07.
         Essentially combines all membership policies, and wordsmiths the policy statements
          to improve readability.
         Reference to “The Chapter receives no dues rebated for Associate or Retired
          memberships” is moved to 5-7, Chapter Policies.
         Policy codification to reflect current practices in organizational memberships.
          Specifically, reference to 25 member minimums is deleted, and delegation for
          determining prices is made to the Executive Director in lieu of NVP Membership
          and NVP Treasurer.
         Policy codification to reflect current practice of delegation for developing and
          implementing membership promotions to the Executive Director in lieu of NVP
          Membership and NVP Treasurer.

5-4     Certification Policies (July 2004)
         Formerly G-16, G-32, G-37, and G-40.
         Essentially combines all certification policies, and wordsmiths the policy statements
           to improve readability.
         Emphasis changed to reflect that the CMCAB is not exclusively responsible for the
           certification program. The Executive Director (and by extension the staff) have
           extensive responsibilities as detailed in the policy.
         Policy codified to incorporate current certification eligibility standards that were not
           stated in prior policy.
         Policy administration: the actual CMBOK outline was removed from the policy, and
           is instead referenced.

5-5     Education Policies (July 2004)
         Formerly G-12, G-24, G-27, G-33, G-36, and G-39.
         Essentially combines all education policies, and wordsmiths the policy statements to
           improve readability.
         Policy shift: ends delegation of portfolio decisions and financial distribution, the
           Board of Directors is responsible, consistent with the Conference Committee
           charter.
         Policy codified of current practice of how conference advance registrations and
           cancellations are administered.
         Policy codified for current practice of chapters determining registration fees for
           seminars they host.
         Policy shift: delegates responsibility to the Executive Director to set the price
           chapter’s pay NCMA, in lieu of the Executive Council.


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5-6        Intellectual Property (July 2004)
            New policy, with some provisions of former G-05 and G-18.
            This document creates policy for establishing, protecting, and administering
               trademarks and copyrights. It also addresses management of NCMA member and
               customer lists, which are important intellectual property in their own right.

5-7        Chapter Policies (July 2004)
            Formerly G-28 and G-43, and provisions of D-07.
            Policy codified to recognize current practice of staff receiving chapter charters,
              verifying information, and presenting to the Board for approval, in lieu of NFD
              Chartering and NVP Membership.

5-8        Contract Management Issues (July 2004)
            Formerly G-45.
            Policy shift: the Board of Directors shall approve the release of all information that
              represents a public position by NCMA on an issue of the profession, in lieu of the
              former Executive Council. Also incorporates the Public Policy Committee into the
              process.

5-9        Reserved

5-10       Committees Policies (July 2004)
            New policy. Implements the recommendations presented in Board Brief 2005-1,
             Committee Structure.
            Creates three types of committees: board, ad hoc, and operational. Establishes the
             specific committees recommended in the Board Brief. Delegates responsibility for
             operational committee appointments to the President.

5-11       Conflict of Interest Policy (December 2003)
            Formerly G-58. No changes.

5-12       National Elections Policy (April 2004)
            Formerly G-59. No changes.

POLICY TERMINATION

The following former AOG policies are not being incorporated into this policy manual, for the
reasons cited:

     All A, B, and C series policies: will be incorporated into the aforementioned chapter
      guidebook.
     D-03, NCMA Code of Ethics: recommend referral to the Committee on Professional Ethics
      and Standards, for review and revision as required. It is contemplated that this would be the




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    first professional standard issued, followed by others. These professional standards would be
    published outside of the Association Policy Manual.
   E-01, Board of Advisors: charter for this advisory body being revisited by the President; it
    may be published at a later date as a 4- policy. The BOA will operate as directed by the
    President in the interim.
   E-03, Executive Council: eliminated in recent governance change.
   F-10 Functional Director Chapter Advocacy: assumed by the ad hoc Committee on Chapter
    Development.
   F-14 Functional Director Editorial Advisory Board: not being established as an operational
    committee.
   F-19 Functional Director Council of Fellows: charter for this body being revisited by the
    President; it may be published at a later date as a 4- policy. The COF will operate as directed
    by the President in the interim.
   F-38 Functional Director Parliamentarian: position obsolete under the new board structure.
   G-03, Walter R. Graalman Award: recommend referral to the new awards and honors
    committee.
   G-13, Fast Response Seminars: should have been terminated when we adopted the new NES
    series approach.
   G-19, Videotape Policy: adequately covered in Intellectual Property policies.
   G-22, Educational Materials Research and Grant Program: no action in this program for more
    than 6 years.
   G-23, Supplemental Scholarship Funds Program: not funded in more than 3 years.
   G-30, Hub O’Brien Scholarship: recommend referral to CMI or the awards and honors
    committee.
   G-41, Organizational Subscribers: through practice, has been rolled into the organizational
    membership program.
   G-42, Public Seminar Program: program was terminated in 2002.
   G-48, Membership Longevity: membership term “bridging” an obsolete practice.
   G-49, Career Center: policy not needed.
   G-53, Multiple memberships: obsolete program, only had 5 multiple memberships in 4 years
    (mostly past national presidents).
   G-55, Governance Meetings: obsolete practices, chapters do not host governance meetings.
    The issue of expense allocations, when governance meetings are held in conjunction with
    educational conferences, is addressed in 5-5, Educational Policies.
   All H series policies: recommend referral to the awards and honors committee, and future
    publication separate from the Association Policy Manual.




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