This document provides an overview of governance, community development, risk management, and operations for member units within ASQ, including: - Governance structures include articles of incorporation, bylaws, and policies that require elected officers to be members in good standing and funds to only be used for organizational purposes. - Community development focuses on supporting geographic communities like sections and technical communities like divisions. - Risk management involves fiduciary responsibilities of care, loyalty, and obedience to avoid conflicts of interest. Financial management requires annual audits. - Member unit operations must comply with requirements regarding leadership, finances, reporting, and activities. Performance is evaluated based on engagement, value creation, retention, and growth for recognition.

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

3. Governance

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

8. ASQ Structure

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

12. Risk Management

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

17. Member Unit Operations

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)

21. Good Standing Requirements

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

25. Discussion