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Governance and Operations
Chris DeMartino, Manager – Technical Communities
Cynthia Nazario, Manager - Geographic Communities
September 16, 2016
AGENDA
1 Governance
2 What is Community Development?
3 Risk Management
4 Member Unit Operations
5 Performance Award and Recognition
Governance
What is an association?
A group of persons banded together for a
specific purpose
For an association to qualify under section
501(c)(3) of the IRS Code, its articles of
association must contain certain language:
• Purpose is religious, charitable, education, or scientific
• Assets cannot be used to benefit any individual
• No political campaigning
• If dissolved, assets distributed for exempt purposes
ASQ Governing Documents
Articles of Incorporation
Bylaws
Society Policies and
Procedures
Member Unit Operating
Agreements
Member Unit Policies
and Procedures
ASQ Objectives
Create and promote interest in quality
Promote professional unity and effectiveness
Provide meetings for the exchange of ideas
Publish materials devoted to quality
Make available information concerning quality
Engage in other activities that promote the objectives of the Society
Bylaws Requirements for Member Units
- Elected officers must be voting members in good standing
- No separate incorporation
- No partnerships or joint-ventures with external entities without
an approved agreement
- A financial audit committee to assure fiscal responsibility
- Fiscal year coincides with the Society
- Dues collected by the Society and a portion is paid to the
member unit
- Funds may only be used for Society business purposes Funds
belong to the Society; revert to the Society upon dissolution
ASQ Structure
What is Community Development?
Component Relations
Components are subgroups of an
organization
Component relations staff
• manage the relationship between the
components and parent organization
• facilitate the flow of information between the
two
• provide management assistance to components
Community Development – Two Work Groups
Community
Development
Geographic
Communities
Section Affairs
Council
Regions
Sections
Subsections
Student
Branches
Global
Advisory
Committee
Country
Counselors
Student
Branches
Local Member
Communities
Student
Branches
Technical
Communities
Other
Forums
Online
Communities
Technical
Communities
Council
TCC Admin
Divisions
Interest
Groups
Technical
Communities
Risk Management
Fiduciary Responsibility
Duty of
Care
Competency and
prudence
Duty of
Loyalty
Act in the best
interests of the
organization
Avoid conflicts of
interest
Duty of
Obedience
Faithful to the
organization’s
mission and
consistent with
purpose and goals
Compliant to the
organizations
bylaws, policies,
and procedures
Financial Management
Divisions and sections maintain
custody and control over their
finances
• Risk management and guidance provided
by governing documents
• Divisions and sections perform annual
audit and report finances to headquarters
• HQ provides accounting services for some
divisions
Risk Management
Avoid risk from fiduciary duty situations
• ASQ’s interests first
• Declaration of conflicts
• Recusal or resignation to settle ongoing conflicts
Ethics
ASQ Ethics: A Three-Pronged System
• Members
• Guidance, ASQ Code of Ethics
• Ethics Committee Oversight (Ombudsman)
• Board
• Guidance, ASQ Code of Ethics
• Board Provides Oversight (Member Advocate)
• Staff
• Guidance, ASQ Policy
• CEO Oversight
Member Unit Operations
Member Units
Councils:
Section Affairs
& Technical
Communities
Board of
Directors
Bylaws
Society Policies &
Procedures
SAC Policies &
Procedures
Section Operating
Agreement
S Policies &
Procedures
TCC Policies &
Procedures
Division
Management
Agreement
D Policies &
Procedures
Member Unit Requirements
• Name and formation date
• Compliance agreement
• Leadership composition, terms, and
nomination, election, and appointment
process
• Financial
• Reporting
• Meetings and activities
• Formation of sub-groups
• Dissolution and assets
Performance Award and Recognition (PAR)
Good Standing Requirements
Performance
Metrics for divisions and sections are:
• Member Leader Engagement
• Member Value Creation
• Member Retention and Growth
Recognition Levels
3 = Gold
2 = Silver
1 = Bronze
Honorable Mention = 1 of either retention or growth
Innovation
Voluntary for all member units
• Promotion of best practices in 7 categories: training
& education, certification, networking, knowledge &
information, community outreach, engagement,
and leadership development
• Recognition for outstanding results
• Applications reviewed similar to Baldrige process
Recognition Levels:
Gold
Silver
Bronze
Honorable Mention
How to Participate
Good Standing
Member Leader
Engagement
Survey results
PAR ratio on
annual financial
report
December 31
growth and
retention report
Performance
Good Standing
Intent to Apply
Form - April 15
Application –
December 15
Innovation
Discussion

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Governance and-operations

  • 1. Governance and Operations Chris DeMartino, Manager – Technical Communities Cynthia Nazario, Manager - Geographic Communities September 16, 2016
  • 2. AGENDA 1 Governance 2 What is Community Development? 3 Risk Management 4 Member Unit Operations 5 Performance Award and Recognition
  • 4. What is an association? A group of persons banded together for a specific purpose For an association to qualify under section 501(c)(3) of the IRS Code, its articles of association must contain certain language: • Purpose is religious, charitable, education, or scientific • Assets cannot be used to benefit any individual • No political campaigning • If dissolved, assets distributed for exempt purposes
  • 5. ASQ Governing Documents Articles of Incorporation Bylaws Society Policies and Procedures Member Unit Operating Agreements Member Unit Policies and Procedures
  • 6. ASQ Objectives Create and promote interest in quality Promote professional unity and effectiveness Provide meetings for the exchange of ideas Publish materials devoted to quality Make available information concerning quality Engage in other activities that promote the objectives of the Society
  • 7. Bylaws Requirements for Member Units - Elected officers must be voting members in good standing - No separate incorporation - No partnerships or joint-ventures with external entities without an approved agreement - A financial audit committee to assure fiscal responsibility - Fiscal year coincides with the Society - Dues collected by the Society and a portion is paid to the member unit - Funds may only be used for Society business purposes Funds belong to the Society; revert to the Society upon dissolution
  • 9. What is Community Development?
  • 10. Component Relations Components are subgroups of an organization Component relations staff • manage the relationship between the components and parent organization • facilitate the flow of information between the two • provide management assistance to components
  • 11. Community Development – Two Work Groups Community Development Geographic Communities Section Affairs Council Regions Sections Subsections Student Branches Global Advisory Committee Country Counselors Student Branches Local Member Communities Student Branches Technical Communities Other Forums Online Communities Technical Communities Council TCC Admin Divisions Interest Groups Technical Communities
  • 13. Fiduciary Responsibility Duty of Care Competency and prudence Duty of Loyalty Act in the best interests of the organization Avoid conflicts of interest Duty of Obedience Faithful to the organization’s mission and consistent with purpose and goals Compliant to the organizations bylaws, policies, and procedures
  • 14. Financial Management Divisions and sections maintain custody and control over their finances • Risk management and guidance provided by governing documents • Divisions and sections perform annual audit and report finances to headquarters • HQ provides accounting services for some divisions
  • 15. Risk Management Avoid risk from fiduciary duty situations • ASQ’s interests first • Declaration of conflicts • Recusal or resignation to settle ongoing conflicts
  • 16. Ethics ASQ Ethics: A Three-Pronged System • Members • Guidance, ASQ Code of Ethics • Ethics Committee Oversight (Ombudsman) • Board • Guidance, ASQ Code of Ethics • Board Provides Oversight (Member Advocate) • Staff • Guidance, ASQ Policy • CEO Oversight
  • 18. Member Units Councils: Section Affairs & Technical Communities Board of Directors Bylaws Society Policies & Procedures SAC Policies & Procedures Section Operating Agreement S Policies & Procedures TCC Policies & Procedures Division Management Agreement D Policies & Procedures
  • 19. Member Unit Requirements • Name and formation date • Compliance agreement • Leadership composition, terms, and nomination, election, and appointment process • Financial • Reporting • Meetings and activities • Formation of sub-groups • Dissolution and assets
  • 20. Performance Award and Recognition (PAR)
  • 22. Performance Metrics for divisions and sections are: • Member Leader Engagement • Member Value Creation • Member Retention and Growth Recognition Levels 3 = Gold 2 = Silver 1 = Bronze Honorable Mention = 1 of either retention or growth
  • 23. Innovation Voluntary for all member units • Promotion of best practices in 7 categories: training & education, certification, networking, knowledge & information, community outreach, engagement, and leadership development • Recognition for outstanding results • Applications reviewed similar to Baldrige process Recognition Levels: Gold Silver Bronze Honorable Mention
  • 24. How to Participate Good Standing Member Leader Engagement Survey results PAR ratio on annual financial report December 31 growth and retention report Performance Good Standing Intent to Apply Form - April 15 Application – December 15 Innovation