Volunteer Resource Guide

1 2 0 2 H C R A M : D E S I V E R T S A L | N O I TA I C O S S A YL P P U S N A C I R E M A

Volunteer

Resource

Guide

VOLUNTEER RESOURCE GUIDE

Table of Contents Section 1: Overview of ASA’s Volunteer Leadership Section 2: Legalities of Being a Board Member Section 3: Antitrust Policy Section 4: History of ASA Section 5: Bylaws Section 6: Governance Structure Section 7: Committee Charters Section 8: Long-range Strategic Plan

ASA Volunteer Leadership HOW IS ASA GOVERENED

The American Supply Association is a 501C6 trade association (a not-for-profit) that is member-led and staffdriven. Members elect a Board of Directors (BOD) annually. From the BOD, an Executive Committee is elected.

The Board and other volunteer leaders establish a long-term vision outlining where they want to lead the industry and the association. Staff is the vehicle that drives the day-to-day operations which enable the association to best achieve its mission. ASA also governs the Education Foundation (a 501C3 foundation which is tax exempt), whose mission is to ensure that ASA member employees are the best trained and most professional in the industry. The Education Foundation is governed by a Board of Trustees approved by the ASA Board of Directors.

Strategic governance exists to identify and achieve the organizational mission, goals, and strategic outcomes. Associations are most successful when they are driven by strategic plans that clearly define expected end-results (outcomes), using a governance structure that is sufficiently plan-focused, flexible, and depoliticized to produce those results. Today, many leading associations such as the American Supply Association are turning to strategic governance to run their organizations.

Section 1

ASA, like other associations, operates in an ever-changing environment. ASA is continually challenged to meet the emerging needs of its members – sometimes to meet the needs of a changing environment; sometimes to meet the needs of a changing membership. The temptation is for associations to overreact to a changing landscape by adjusting old as well as developing new products, services, activities, and programs as changes occur. The result can be a hodge-podge of unrelated, existing, and new, updated, and outdated “member benefits,” with no unifying focus or relevance. In order for associations to remain focused, yet flexible to meet changing needs or changing membership, they must know their purpose, define their mission, and establish planning systems that achieve stability while allowing for flexibility. To achieve this more focused approach, ASA uses the strategic governance approach to planning our future.

PARTNERING WITH ASA STAFF

A critical component in strategic governance is a reliance on professional association staff comprised of skilled, association management professionals that are integral partners in the association’s governance process. Their work is closely integrated with those of the volunteer governing bodies. The association’s chief executive officer and senior management team are incorporated into all aspects of future planning, oversight, and activities. In short, staff is heavily relied upon to develop information for the association’s leadership and to provide advice and counsel in the areas of their expertise while coordinating the work of the governing body. They are accountable for the results of the organization and are an integral partner in the process.

YOUR ROLE AS A VOLUNTEER LEADER

ASA member volunteers play an active role in leading the association through numerous divisions, committees, and regional positions. Many of you come to your leadership position through your role in a special interest division such as our IPD, Plumbing, VMD, Emerging Leaders and Women in Industry or through representation as a leader of one of our regions. You each have a specific point of reference from which you base your thinking. While that is important, as a volunteer leader in the American Supply Association, you need to think in the long- term best interest of the national association and its long-term ability to lead our industry into the future.

We govern through consensus building. Debate and deliberation often help to build a stronger vision for the organization, but once decisions are reached, every volunteer must support the final decision. Public or even private second-guessing of decisions only undercuts efforts to achieve goals as well as the brand of ASA. It is also imperative that volunteers contribute to a positive and productive environment, while avoiding any non-functional behavior, which could cause problems and stymie decision making. These types of behaviors would include: 1. Blocking or putting down ideas by others.

2. Aggressive behavior through insults and criticism.

3. Telling irrelevant stories that lure the group off track.

4. Seeking recognition for personal achievements.

5. Dominating and monopolizing the group interaction.

6. Using the group as a sounding board for personal problems.

7. Using the group to plead the interests of another group.

Attending meetings is essential to being an active volunteer in ASA. While we know that it is not always possible for you to attend every meeting, we do encourage that volunteers and their firms participate in all association activities/programs. From attending important events such as our annual NETWORK, to contributing to the ASA Political Action Committee, to utilizing our robust educational offerings, your participation and leadership in ASA activities and programs will be viewed by the membership as important.

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8. Distracting the group with antics, jabs, and comments.

Importance of Committees:

Benefits of Committees: • Resistance to change is reduced and decisions arrived at are better received.

• Decisions may be better educated when people with differing viewpoints offer input.

• Members feel a sense of camaraderie and being a part of team or family.

• Hostility and aggravation are sufficiently reduced.

• Productivity is increased.

• Responsibility for the group’s decision is diffused with less risk to the individual.

COMMITTEES

Any effective organization, private sector and even government can only accomplish great tasks through strong vital committees. They are the backbone of any organization. Often, committee work is long, tedious and many times boring. However, motivated, and active committees can assist an organization in achieving wondrous accomplishments on behalf of its members, constituencies, and industry. The American Supply Association is no different. During the past few years, ASA has achieved many accomplishments as a direct result of active committees.

A committee is a group of people elected to consider, investigate, and sometimes act upon a matter or category of business activities that it is referred. They are created by bylaws or resolutions of the Board, or by designation by the president. Committees do some of the most important work of ASA. They serve as an administrative device and an assistant to the executive officers.

While there are two types of committees, most of ASA’s are considered “standing” committees, which means they remain indefinitely in order to consider a certain category of problems or actions. Usually, ASA’s standing committees study problems addressed in their committee’s jurisdiction and provide specialized assistance and advice to the executive staff. Most importantly, they recommend policy and direction to the Board. ASA’s ad hoc committees meet on a less frequent, “as needed” basis.

Committees should meet on a consistent basis keeping the work of the committee in the relative forefront of its members. It would be difficult to meet only once or twice a year and expect to accomplish any of the committee’s goals. Committees should meet formally at least twice a year (it is suggested that one of the formal meetings take place at the annual convention, with the other being at Winter Leadership). Conference call meetings in between the formal meetings are an effective way to keep members accomplishing their tasks.

Section 1

As mentioned, ASA committees have been instrumental in the association accomplishing many of its goals over the past few years. It is within the committees that ASA’s longrange strategic plan has developed and thrived. Committees establish goals, objectives, and budgets to accomplish their mission and support ASA’s vision. The Board of Directors rely on committees to ensure that the association is meeting the needs of ASA members and the PHCP and PVF industry.

ASA’s increasingly strong committee structure has allowed the association to view the future with a bright outlook while other associations struggle to constantly redefine themselves and fight for survival.

The Role of the Committee Chairperson

One of the key drivers of success for our committees and the growth of ASA has been through the ASA committee Chairmen and Chairwomen. ASA Chairs have spearheaded ASA’s active involvement in key areas such as workforce development and legislative action. They have also steered the way toward ASA’s expanded role in the code standard and safety arenas. Most importantly, committee chairs challenge ASA to achieve even greater heights by continuously setting higher goals for their committees to reach.

An ASA Committee Chairperson is responsible for developing and achieving the goals and objectives for the committees that they serve. The Chairperson shall build a committee, staffed with fellow ASA members capable of supporting the achievement of those goals. They will work with ASA staff to develop necessary budgets to present to the Executive Committee and Board for approval.

Qualities of a Strong Committee Chairperson:

• Visionary: Able to look long-term and focus committee members on where the association is going and how the committee will assist in getting there.

• Objective: Allow a free flow of ideas among committee members.

• Encouraging: Facilitate and seek active participation from everyone on the committee.

• Energetic: Diligent in their pursuit of the committee’s goals.

• Dedicated: Serve to give back to the industry and not for personal gain.

• Diplomatic: Seek ideas from committee members while at the same time disposing inadequate ideas without offending.

• Fiscally Sound: Mindful of the committee’s budget and how it relates to the overall association budget.

• Communication Skills: Continuously working to keep the Board and members informed of issues facing the committee, as well as the committee’s progress.

• Organized: Conduct focused and productive meetings with a streamlined agenda, pre-communication, and follow up communication.

It is most often within the committees where the association’s future leaders are developed. Careful consideration should be given in selecting members to serve on ASA committees. First, it is important to consider the time and energy a potential member can devote to a committee. Then it is helpful to understand the characteristics and personality traits of potential members to ensure that the right mix of members is being selected. Working well in teams and having a working knowledge of the committee’s area of expertise are important traits of an effective committee member. Additionally, you will want to look for members who are secure in their capabilities and avoid individuals that need constant positive reinforcement and security.

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Selecting Committee Members:

Developing the Group Relationship

It takes time to develop a cohesive group to solve problems with one another. Members will be unsure of where the committee is going, what it has accomplished and how they will fit in with the committee. The lasting positive relationships that are developed within a committee occur because they fulfill one or more needs that a member may have. If the relationships continue to fulfill members, the committee will thrive. Ensure that clear expectations are presented within the committee. Failure to provide those expectations will frustrate members and lead to major roadblocks in the future. It is equally as important to continue to seek feedback from members as it will help build confidence.

Getting Started When beginning this new role, it is important to review any past committee material to get a sense of endeavors that have taken place.

If a committee meeting date has not been established, determine a date convenient for each member and then schedule your first committee meeting. Notify each member of the date, time, location (or conference call), and provide a meeting agenda. Utilize your ASA staff liaison as a resource to help guide you through your tenure as a committee Chair.

In many cases, staff can be instrumental in preparing your formal written reports to the ASA Board of Directors, any meeting preparations, and any committee communications to the membership.

Organizing a Committee Meeting Communication and organization are the secrets to running an effective committee meeting. Your committee meeting should be well-planned and thought out in advance.

Members should receive meeting notices at least thirty days prior to the meeting date (in fact, it is preferable to set your committee’s future meeting dates during the current meeting). When announcing the meeting date, an initial meeting agenda should be included.

The agenda should be well thought out and include two or three of your committee’s goals for discussion. The more specific the agenda, the greater efficiency of the discussion. When notices are sent, if committee members have specific action items to complete, this is a good opportunity to remind them.

Running an Effective Committee Meeting Successful group participation involves members who are committed to the group’s goals, display the communication skills of active listening, are open-minded, and are aware of their responsibilities. While running a meeting as an ASA chairperson you should: 1. Communicate 2. Stick to the Meeting Agenda 3. Encourage Discussion 4. Skillfully Ask Questions 5. Utilize Problem Solving Procedures 7. Assign Simple Tasks 8. Capture and Distribute Meeting Minutes Acknowledgements - Many of the ideas and concepts for this committee chairman’s handbook were taken from the following references: Communications for Results: 4th Edition, 1993 Cheryl Hamilton Wadsworth Publishing; Communicating in Small Groups: 1994, Steven Beebe & John Masterson Harper Collins Publishing

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6. Summarize at the End of the Meeting

From the January 2003 edition of Association Management *Reproduced with author’s permission

A Look at the Legalities

Your legal and fiduciary responsibilities as a board member.

By Lisa Stegink In the wake of recent corporate accounting scandals, you may, understandably, be anxious about your responsibilities as a new board member. Although you should steadfastly resist the temptation to micromanage your organization’s daily operations, which is the staff’s job, you and your colleagues are ultimately responsible for the board’s – that is, the organization’s – decisions and actions. Here are the basics of what you must know and do.

The legal framework

A director’s responsibilities generally encompass the following three duties.

1. The duty of care requires you to use the care that a reasonably prudent person would exercise in a like position and under similar circumstances. At its most basic, the duty of care requires you to participate in board decisions, ask questions to gain the information you reasonably need to make a decision, and exercise independent judgment. In other words, you share in all the responsibilities and powers of the directors, and although you may delegate work to the staff and committees, you should monitor their work.

2. The duty of loyalty requires you to place the organization’s financial and operational interests above your own or those of other persons or organizations. The duty of loyalty also requires you to refrain from using your position of trust, or information gained from participating on the board, to further your financial interests. If you have an interest in a transaction the board is considering, you must disclose it. Moreover, although it is not inherently illegal for you to perform work for the organization, you must follow conflict of-ofinterest rules, and the arrangement’s terms must be fair.

3. The duty of obedience requires you, within the bounds of the law, to support the board’s decisions and to abide by the organization’s mission and purposes, as expressed in its articles of incorporation, bylaws, and policies. Vigorous debate around the board table is expected and encouraged. Once the board’s decisions or actions are final, however, you are obliged not to publicly undermine the decisions but to support and implement them.

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Many organizations are subject to federal employment tax withholding, or other tax requirements, and must file annual exempt organization information returns.

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Section 2

Other legal requirements You as a director must also comply with certain statutory requirements. For example:

From the January 2003 edition of Association Management *Reproduced with author’s permission

Under certain circumstances, board members could be liable for the organization’s failure to comply with those requirements. 

Organizations are also subject to antitrust laws, which prohibit contracts, combinations, or conspiracies in restraint of trade. An organization’s members, directors, or employees cannot as a group set prices, establish discounts, divide customers or territory, unreasonably deny access to membership or association services, establish unreasonable standards for the industry or profession, or take similar actions that restrict competition. Violation can result in severe criminal penalties, including imprisonment and treble damages in suits brought by competitors or consumers.

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You and your organization must also comply with civil rights laws, including laws that prohibit discrimination on the basis of gender, race, religion, disability, and age. Personal liability may result if you have actively participated in discrimination or harassment.

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Determine and follow your organization’s mission and purposes. As its governing body, the board sets broad policy and the staff carries out day-to-day operations.

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Disclose conflicts of interest. When you have an actual or potential interest in a transaction the board is considering, whether related to organizational program or a contract for purchasing goods or services, you must disclose that interest before a decision is made and generally refrain from participating in the decision making. If the conflict is so pervasive that disclosure or recusal is not enough, it may be appropriate for you to resign or be removed from the board (or from the conflicting activity).

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Maintain confidentiality. You should not disclose information about the board’s decisions or the organization’s activities unless they’ve been made public. As a corollary, do not speak for the board or the organization unless you have been specifically authorized to do so.

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Attend board meetings regularly and read reports and other materials presented for consideration. If questions arise, make reasonable further inquiries.

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Section 2

Basic responsibilities Here is a checklist to help you faithfully discharge your legal and fiduciary duties.

From the January 2003 edition of Association Management *Reproduced with author’s permission

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Seek outside advice from accountants, attorneys, and other professionals. If you are uncertain whether a proposed board action has legal ramifications, seek advice before making the decision, not after.

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Ensure effective short- and long-term organizational planning. This also includes determining and monitoring programs and services.

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Select your organization’s top management, support staff, and review leaders’ performances.

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Ensure adequate financial resources. The board should manage the organization’s resources effectively and adopt guidelines for financial investments.

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Enhance the organization’s public image.

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Resolve issues that cannot be handled at a lower level. In other words, the board acts as a court of appeals.

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Assess the board’s own performance.

Protection from liability As a practical matter, volunteer directors and officers generally have little exposure to personal liability for actions they take on their organization’s behalf. The businessjudgment rule protects you from liability for your decisions if you act in good faith, with reasonable care, and in the organization’s best interests, even if an action turns out to be a mistake. Liability would result only if you acted in bad faith or with deliberate disregard for the duties of care, loyalty, and obedience or other requirements.

The best protection from liability is prevention through steps like the ones outlined here. Where prevention is not enough, your organization may provide indemnification and insurance to help protect you.

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Lisa Stegink is a partner with Neal Gerber & Eisenberg, Chicago. E-mail: lstegink@ngelaw.com

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From the January 2003 edition of Association Management *Reproduced with author’s permission

Antitrust in Brief What the law says about what your association can – and cannot – do.

By Jonathan T. Howe Without question, trade associations and professional societies play a vital role in the modern American economy. Notwithstanding their importance, their conduct is subject to legal scrutiny, particularly in the area of antitrust. As a board member, you need to understand why this is true and what it means for the organization whose well being you are charged with protecting.

Why is antitrust an issue?

Trade associations and professional societies such as yours (1) are generally composed of competitors who meet and may take joint action on matters of common interest and (2) have been misused in the past to carry out or facilitate anticompetitive purposes. As a result, government at both federal and state levels, as well as consumers and other competitors, examine the conduct of these organizations to ensure that the principles of fair and free competition are preserved in the marketplace. Antitrust laws provide a means for government and private parties to enforce these principles.

Four federal statutes establish the basics: the Sherman Act, the Clayton Act, the Robinson-Patman Act, and the Federal Trade Commission Act. Although all of these acts are generally aimed at preserving open competition, each is used to prevent and rectify a different abuse of the economic system. Virtually every state has enacted some form of antitrust law, generally patterned after the Sherman Act, to regulate unfair methods of competition.

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engage in public relations and promote your industry or profession and its products and services; engage in lobbying and otherwise attempt to improve government relations and affect decisions that have an impact on your industry as a whole; exchange information on accounting and other business methods; conduct educational programs;

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What do antitrust laws mean for your organization?

Compliance with these laws does not prevent your members from lawfully engaging in a wide variety of group activities as long as the purpose or intended effect of such activities is to promote the industry or profession and not to gain a competitive advantage over nonmembers. Thus, your organization may, among other things:

From the January 2003 edition of Association Management *Reproduced with author’s permission

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conduct myriad statistical studies so long as the information gathered is not used or intended to be a means to fix, control, or stabilize prices; allocate markets; affect production; or otherwise impede competition in markets; adopt voluntary safety programs for your field; develop voluntary engineering and performance standards that provide a bona fide benefit to the public; and/or engage in joint research programs on technical and other matters.

Nonetheless, under the Sherman Act certain types of conduct are so patently unreasonable that they are deemed illegal on their face. The prime example, and the one posting the greatest threat to fair competition, is the Sherman Act’s per se prohibition against price-fixing. The term price-fixing covers a multitude of activities beyond the mere increase of a product’s price by competitors. Simply stated, any conduct by competitors that has the purpose or effect of raising, depressing, fixing, pegging, or stabilizing the price of a product is unlawful. Neither you nor anyone else in your organization wants to face prison terms or substantial fines for allowing such noncompetitive discussions to occur.

Certain other conduct that limits competition is automatically deemed unlawful under the Sherman Act. Concerted action that may have an effect on prices – including matters relating to production, terms, and conditions of sale; distribution of products; and division of markets – is likewise prohibited. In practice, that means your organization should not encourage any activities that could inhibit free and fair trade.

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prices to be charged to customers or by suppliers; exchange of price information as to specific customers; coordination of bids or requests for bids; basis upon which prices are determined; terms and conditions of sales, including credit or discount terms; profit levels; division or allocation of markets or customers; boycott of or a refusal to deal with a customer or supplier; compilation of “approved lists” of customers or suppliers; dissemination of information relating to sales policies of specific customers or manufacturers; production of products or the level of production; and distribution and sales terms, conditions, and methods.

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Here is a partial list of matters that competitors should not discuss or make the subject of any type of agreement, whether formal or informal, express or implied;

From the January 2003 edition of Association Management *Reproduced with author’s permission

How to prevent antitrust violations Obviously, your board’s first step is to understand these antitrust issues and how they apply to your particular organization. It might also be useful for you and the staff to participate in a seminar explaining exactly how the laws apply to your activities. Finally, the presence of knowledgeable legal counsel at board meetings can help to avoid problems and – in the worst cases – jail sentences.

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Jonathan T. Howe is president and senior partner in the law firm of Howe & Hutton, Ltd., with offices in Chicago, St. Louis, and Washington, D.C. E-mail: jth@howehutton.com.

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AMERICAN SUPPLY ASSOCIATION ANTITRUST POLICY AND GUIDELINES American Supply Association Antitrust Policy and Guidelines I.

Policy It is the policy of the American Supply Association (the “ASA”), to comply with all federal and state antitrust laws and regulations governing its activities, keeping in mind the heavy penalties, both civil and criminal, that may be imposed on trade associations and their members for violations of such laws.

To ensure that this policy is enforced, the ASA will disseminate the antitrust guidelines set forth below, will confer as needed with ASA counsel for advice, will require all committee chairs and other meeting leaders to immediately rule out of order any improper or questionable discussions or comments made at ASA meetings, and will take any and all other additional measures that may be required.

II. Guidelines A. Improper Discussions 1. Generally – Confidential competitive information cannot be exchanged between ASA members in any ASA-related setting, from formal ASA board meetings to informal social gatherings between ASA members such as cocktail hours or private dinners held among members after the ASA program has ended for the day. It is recommended that this rule be followed even if the ASA members involved do not believe that they are direct competitors.

2. Prices and Pricing Policies – Any discussion of prices, discounts, increases or decreases in prices, general pricing levels, pricing policies or methods of pricing is improper and will not be permitted.

3. Terms of Purchase or Sale – No discussions may occur concerning terms or conditions of purchase or sale, including but not limited to warranties, allowances, terms of credit, the formulation of standard or uniform terms and conditions of purchase or sale.

4. Costs – There shall be no discussion of individual company costs, including but not limited to costs of production, sales, marketing or distribution, or of formulas for computing such costs.

5. Confidential Business Plans – No discussions may be held concerning any individual company’s confidential business plans, including but not limited to confidential plans for research and development, production, marketing, cost containment methods, distribution, procurement or sales.

B. Improper Activities 1. Agreements in Restraint of Trade i.

prices for purchase or sale of goods/services;

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volume/sale quotas;

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terms or conditions of sale;

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allocation of customers;

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allocation of geographic territories; and

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delay or cancellation of plans to develop, produce and/or offer any product, process or service.

2. Boycotts of Suppliers, Customers or Products – There shall be no agreements or attempts to reach agreements, to boycott or refuse to do business with suppliers, customers or other companies, or to trade in certain products.

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a. Agreements and attempts to reach agreements on the following are prohibited:

HISTORY OF THE AMERICAN SUPPLY ASSOCIATION The American Supply Association (ASA) officially incorporated in December 1969 with the merger of two regional associations, the Central Supply Association (CSA) and the American Institute of Supply Associations (AI). Both the CSA and AI believed in the idea of one national trade association that could better serve the interests of the industry by providing networking opportunities and forums to discuss the critical issues facing the industry. These two regional associations ultimately decided to combine their values and merge to form one large not-for-profit national organization that would serve the wholesale distributors and their suppliers in the plumbing, heating, cooling and industrial piping industries under an incorporated 501©(6) entity. Thus the American Supply Association was formed.

During the first few decades, ASA was the only national organization where industry professionals could gather to meet, network and share ideas. One of the core values of the new association was networking; the national convention and trade show became a key place for manufacturers to connect with distributors and launch new product offerings. ASA’s strength grew with a membership base of over 1,000 distributor firms, most of which were smaller regional players that affiliated with ASA under the banner of one of the 12 regional independent affiliates. ASA’s national conventions were “the place to be” for many of the industry’s manufacturers and distributors with attendance regularly exceeding 1,000 attendees.

However, with the emergence of consolidation, many independent firms were bought out by larger distributors to form national groups. The remaining independents gravitated to the emergence of buying groups to compete with the larger nationals and offered a more focused opportunity to network with manufacturers and compete with the strengthening national distributors. The declining membership base and the steady decline of the annual convention weakened ASA and its ability to represent the industry. It wasn’t until 2008 that ASA abandoned the tradeshow as the primary funding source for the association and shifted the primary focus of that annual event to more of an educational conference for

Section 4

The Central Supply Association, originally formed in 1894, represented wholesalers from western Pennsylvania to the Rockies and from the Canadian border to Tennessee. The American Institute of Wholesalers, originally formed in 1951, was a federation of local regional associations from different areas of the country. Neither organization had full national coverage.

From the 1930s to the early 1960s many efforts were undertaken to form a national association, but all fell short. Over those years many factors, including World War II and the Korean War, derailed the efforts to form a national association. It wasn’t until 1967 that real momentum was gained through the efforts of Robert Taylor, of Taylor Engineering in Detroit (President of the CSA) and Glen Turbeville of Morrison Supply in Fort Worth (President of the AI). Both men fully believed in the idea of one national association and both held dual membership in the CSA and AI. For nearly two years, they drove each association to bring their leadership in line with a national concept. After years of determination and focus, the CSA membership approved the merger in October of 1969 and the AI membership approved the merger in November 1969. With the two approvals, the American Supply Association was officially incorporated in Illinois in December of 1969.

the membership.

In 1977, looking to expand the value proposition for the national association, ASA established the formation of an educational endowment to ensure that the members of the association would have sufficient resources to provide educational and training programs for its member’s employees. The association formed the ASA Education Foundation (ASAEF) as a separate corporation to exclusively serve the educational needs of UNIVERSITY EDUCATION THAT the membership. Since its formation, the organization built a corpus WORKS FOR YOU. of funds that would provide the necessary resources to support the development of, what has become, ASA University, which offers over 175 courses through both book and on-line delivery via 5 distinct colleges (Sales, Purchasing, Operations, Leadership and General Business). The foundation faced its own challenges towards becoming the industry standard for training. In the late 1990s, sales of association products relied on book sales and inperson seminars that were conducted throughout the regions. It was in the late 2000s, when the stock market collapsed and the foundations corpus of $10 Million was decimated, that the foundation trustees shifted their priorities away from book and in-person sales to establishing ASA University and creating on-line programming. It was felt that after the economic turmoil, created by the collapse of the housing market and stock markets, that distributors would be looking for a more cost effective and efficient ways to deliver education. The association focused on building an on-line educational program that, today, exceeds $700,000 in sales and has become an effective method to enable member’s employees to become the best trained and most professional.

ASA University is the Industry Standard for Training Industry Professionals

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RESOURCE CATALOG

One of the most significant steps of rebuilding of the association began when the strategic long term plan was established with bold goals that would guide the organization and leadership. This plan came to fruition at the association’s Winter Board Meeting in 2008 in St. Petersburg, Florida. The officers of the association invited all board and committee members as well as the Past Chairmen (nearly 70 people in total) to participate in a twoday long strategic planning effort with the support of a facilitator. Very few associations have successfully pulled off bringing over 70 opinionated individuals into a planning session, and walk away united in purpose and thought. However, those that attended the inaugural meeting left with enthusiasm and excitement about the future of ASA. They would now be driven by the new mission statement of “ASA will strive to be indispensable to prosperity in our industry.” Each year since then, the association’s leadership has conducted annual strategic planning retreats to keep the organization focused on the future and to continue to drive ASA’s leadership and value far into the horizon.

Today, ASA’s Winter Leadership Meetings continue to be long-range strategic planning sessions that set the direction for the association’s leadership by evaluating assumptions about the future and revising plans to keep ASA focused on long range goals. ASA’s strategic planning process and the results

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After decades of decline, ASA embarked on a major resurgence. Beginning in 2007 the association refocused its programming to four core values: education, business intelligence, advocacy and a more streamlined networking approach that would differ from what was being offered by the buying groups. The association went to work by re-aligning their staff, changing leadership, outsourcing some association functions, eliminating non-traditional programming, enhancing core programs and rebuilding their financial health.

from it have enabled the association to come a very long way towards building the brand of ASA throughout the industry. Based on feedback from surveys, ASA is once again looked at as the leader of the industry, especially in the areas of advocacy, education, workforce recruitment and business intelligence. Refocusing association resources back to the core values, while streamlining the operating budget has given ASA the ability to deliver quality in the areas that matter most.

ASA’s financial health has improved due to growth in membership and the successful launch of the association’s Supplier Partner program. While distributor membership went from nearly 900 companies twenty years ago to nearly 350 today, the number of ASA member branch locations have expanded to over 4,000 locations throughout the U.S. It can be argued that ASA’s strength and reach is now stronger as it represents the majority of the major industry players.

Over the past decade, as the organization rebuilt its resources and reserves, the leadership continued to invest new resources to offer enhanced value to the membership. Some of the associations key accomplishments over the past decade include: building our voice and leadership in the Codes and Standards arena by becoming a voting member on many committees; expanding our Advocacy success by engaging several buying groups with one-on-one meetings with lawmakers; engaging industry leaders in Advocacy efforts in California with the first ASA Sacramento Day; expanding the visibility and recognition of the ASA Political Action Committee; continuing to have net membership growth year after year; continuing to host an annual staff Blitz to member locations; strengthening our financial reserves to 12 month of net operating; building ASA University to include: 5 Colleges, 29 Role-Based Training Tracks, and over 175 Courses; developing industry leaders through a Master of Distribution Management Program; sponsoring the National Skills USA Plumbing Contest; developing programs and materials to expose students and job seekers to the career opportunities that exist in the PHCP & PVF Industry; providing members with an advanced look at what economic forces impact the industry; connecting to 60,000 industry customers through monthly e-newsletters via Plumbing Business and PVF Outlook; establishing professional peer networking opportunities to provide networking within all levels of an organization; launching the “Digital Branch” program to assist members in connecting to their customers through e-commerce programs.

In the 2019 ASA President acceptance speech, Steve Cook said “with so much accomplished over the past ten years, it would be easy to take our foot off the throttle and just coast for a while, but that just doesn’t work for us. Instead we challenge ourselves to help you remain relevant and successful long into the future.” This statement shows that to fulfill the goal of being indispensable to achieving prosperity in our industry, staff and volunteers have been thinking deeply about the future of the industry, the future of our members, and the future of the association.

For more than a decade now, ASA has steadily expanded the value of our national association through creating a vision of success and allocating resources to move our association and members toward an envisioned future. The result has been a steady introduction of programs and services to support our members. In 2018, we paused to assess where we are as an organization and rethought about the challenges facing our members that were too big for any one member to confront alone. As a result, we once again challenged ourselves by thinking about the future and how our members and industry would

Section 4

A Bold Vision to Lead the Next 50 Years

be disrupted and by who. To provide clarity and a vision about what was coming, ASA engaged three Issue Strategic Action Teams (ISAT) to think deep about solutions to the three biggest issues facing our industry over the next ten years. These three ISATs met throughout 2018 and early 2019 and at the 2019 Winter Leadership Meeting held in Dana Point, California, we heard reports from all three ISATs on how ASA could address these issues and support our membership. The three questions that these teams addressed were:

• What would it take to recruit 60,000 to 100,000 employees with the needed competencies to help our members win?

• What can ASA do to catalyze growth-oriented members to strategically and successfully transform their companies with technology?

• What can ASA do to help members not only survive but thrive by raising their awareness of how they are positioned for the future and provide the tools and resources that lead them to a viable and relevant future?

D.NEXT seeks to provide a comprehensive set of resources to ensure ASA

members invest in technologies that deliver solutions their customers will value. Wherever the member is in their technology journey, through this new program, they will find solutions to develop the mindset, clarity, and strategies, to profitably transform their business. Central to the D.NEXT platform is the new D.NEXT Innovation Lab. For ASA members, this means they will have unprecedented access to technologists, data scientists, engineers, and others focused on viable technology solutions for their businesses. At this facility, ASA will collaborate with University of Illinois students and faculty to develop industry-leading digital capabilities that strengthen our members’ position in the supply chain. The ASA Innovation Lab will be a hub of industry, supplier, distributor, and technology company alliances that fund innovations that will be available exclusively to ASA members.

Project TALENT was introduced as a significant solution to provide members

with the talent capable of driving success. Project TALENT encompasses a threefold effort that includes crafting an industry narrative that resonates with potential hires, helping ASA member companies prepare their organizations to effectively attract, recruit, and retain the needed labor force, and orchestrating local and national outreach efforts that drive awareness about long-term career opportunities. Our Board approved the first steps to explore launching a national campaign that will have both short-term success as image building and outreach efforts are created, tested and deployed.

VITALITY will support ASA members’ ability to act strategically in

Each of these issues will be addressed and acted upon in the years to come, as ASA continues to focus on the future of the industry.

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today’s rapidly changing business environment. The suite of tools that will be developed will empower business leaders to address the urgent needs of preparing their businesses for success. VITALITY will allow members to use researchbased tools and best practices to increase their ability to assess their business, set meaningful strategic plans, and enhance their ability.

Bylaws as Amended 10/21/2016 AMERICAN SUPPLY ASSOCIATION BYLAWS (effective October 21, 2016) I. - PURPOSES The purposes of the Corporation shall be as follows: To promote and foster the interests of its members and of the industry composed of the distributors and vendors of plumbing, heating, cooling, pipe, fittings, valves and related products; to act for and represent the industry in matters of national importance; to collect and disseminate statistical and other information pertinent to the industry; to conduct studies, research and educational programs for the purpose of improving the industry and the business conditions and operations of members of the industry; and to engage in any other proper and lawful activity of a trade association; all of which shall be in compliance with Federal and State laws, rules and regulations and not for profit.

II. - OFFICES The Corporation shall have and continuously maintain in the State of Illinois a registered office and a registered agent whose office is identical with such registered offices, and may have such other offices within or without the State of Illinois as the Board of Directors may from time to time determine.

III. - MEMBERS

(a) Active Members, who may be an individual, a partnership, or a corporation; (b) Vendor Members, who may be an individual, a partnership, or a corporation; and (c) Honorary Members, who shall be individuals elected to this position by a vote of the members of the Corporation. The Board of Directors or the members of the Corporation may from time to time create additional classes of members, prescribe the rules of eligibility therefore and define the

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1.

Classes of Members. Members of this Corporation shall be divided into three classes as follows:

privileges thereof, but no member of a class created by the Board of Directors shall have the right to vote.

2.

Eligibility.

(a) Active Members. An Active Member is defined as a proprietorship, partnership or corporation (1) primarily engaged in wholesale distribution for a period of not less than one year, of plumbing, or heating, or cooling products, and/or pipe, valves and fittings, in the United States, its territories, and Canada, and (2) providing such wholesale distribution functions as maintaining and owning a diversified inventory of industry products, breaking bulk shipments, providing delivery services, extending credit to diversified and varied customers and providing sales and technical assistance to suppliers and to diversified and varied customers. (b) Vendor Members. A Vendor Member is defined as a proprietorship, partnership, corporation, limited liability company or other business entity engaged, for a period of not less than one year, in the United States, its territories, and Canada, in: (i) the master wholesale distribution of plumbing, or heating, or cooling products, and/or pipe, valves and fittings, substantially (over 90%) to entities qualifying for Active Membership under (a) above, and in providing such wholesale distribution functions as maintaining and owning a diversified inventory of industry products, breaking bulk shipments, providing delivery services, extending credit to diversified and varied customers and providing sales and technical assistance to suppliers and to diversified and varied customers; or (ii) the manufacture of plumbing, or heating, or cooling products, and/or pipe, valves and fittings; or (iii) the manufacture of goods or provision of services (other than the manufacture, sale or distribution of plumbing, or heating, or cooling products, and/or pipe, valves and fittings) utilized by entities qualifying for Active Membership under (a) above; or (iv) the independent sales representation of manufacturers of plumbing, or heating or cooling products, and/or pipes, valves and fittings (PHCPI); provided that the independent sales representative represents at least two PHCPI manufacturers and maintains an office separate and apart from, and independent of, any such manufacturers or wholesaler firms.

3.

Voting Rights and Privileges.

(b) Vendor Members. Vendor Members shall have no voting rights at meetings of the Active Members. Vendor Member representatives may serve as Directors of the Corporation

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(a) Active Members. Each Active Member in good standing shall be entitled to one vote on each matter submitted to a vote of the Active Member, and to all rights and privileges of membership.

when such directorships are authorized pursuant to Article VI and Article IX hereof, and may serve as officers pursuant to Article VII hereof. (c) Honorary Members. Honorary Members shall have no voting rights, and may not serve as directors or officers of the Corporation.

4.

Admission - Active Members.

(a ) Except as provided in Subsection (b) below, all applications for Active Membership shall be upon forms supplied by the Corporation, shall be accompanied by payment of the applicable initiation fee, and shall be submitted to the Board of Directors for its approval. (b) Except as provided in Subsection (c), (d) and (e) below, an applicant for Active Membership whose principal place of business is located within the geographic zone, as determined from time to time by a two-thirds vote of the Board of Directors of the Corporation, of a Regional Association will become an Active Member of the Corporation (1) without obtaining the approval of the Board of Directors of the Corporation by becoming an Active Member of a Regional Association, which has been designated a Regional Association of the Corporation by the Board of Directors and has a category of membership having rules of eligibility identical to those maintained by the Corporation for Active Members, and submitting to the Board of Directors of the Corporation a certification of membership in such category from the Regional Association; or (2) by submitting to the Board of Directors of the Corporation an application which contains the Regional Association's written endorsement of the applicant for Active Membership.

(c) Notwithstanding the provisions of Subsection 4(b) above, if an applicant for membership as an Active Member was a member of a Regional Association recognized by the Corporation prior to October 1, 2000 (a "Former Regional") and the Former Regional disbands or does not participate by merger, consolidation or sponsorship with, in, or of a successor Regional Association recognized by the Board of Directors for the geographic area previously covered by the Former Regional, the members of the disbanded Former Regional or of the Former Regional not participating in a successor Regional Association may become Active Members on a direct basis pursuant to Section 4(a) above. The Board of Directors shall determine whether a Former Regional has disbanded or is not participating in a successor Regional Association.

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Upon (i) approval of an application for Active Membership by the Board of Directors, receipt of certification of membership from a Regional Association or receipt of an application endorsed for Active Membership by a Regional Association, and (ii) payment of applicable dues, fees or charges to the Corporation, the new Active Member's name shall be entered upon the membership rolls and it shall then be entitled to all applicable rights and privileges of Active Membership.

(d) Effective January 1, 2004, any applicant may apply for Active Membership on a direct basis pursuant to Section 4(a) without becoming a member of a Regional Association.

Similarly, effective January 1, 2004, any applicant may apply for membership in a Regional Association without becoming a member of the Corporation. (e) Any applicant that is not an Active Member of the Corporation as of June 1, 2000 may apply for Active Membership on a direct basis pursuant to Section 4(a) without becoming a member of a Regional Association. Similarly, any applicant that is not an Active Member of the Corporation on June 1, 2000 may apply for membership in a Regional Association without becoming a member of the Corporation.

5.

Admission - Vendor Members.

(a) All applications for Vendor Membership shall be upon forms supplied by the Corporation, shall be accompanied by payment of the applicable initiation fee, and shall be submitted to the Board of Directors for its approval. In the case where a Manufacturers’ Representative joins the Regional Association, the Region will submit notification of the manufacturers’ representative approval of membership in good standing to the Corporation. (b) Upon approval of an application for Vendor Membership by the Board of Directors and payment of applicable dues, fees or charges to the Corporation, the new Vendor Member’s name shall be entered upon the membership rolls and it shall then be entitled to all applicable rights and privileges of Vendor Membership. With the exception of a Manufacturers’ Representative that chooses membership through an ASA Region. In such case, payment of applicable dues, fees or charges will be made to the Region instead of the Corporation. (c) Unless a Manufacturers’ Representative joins the Corporation as a direct member, they must join the Region using applications provided by the Region, paying applicable initiation fees and shall be approved by the Region.

7.

Resignation. Any member may submit its resignation in writing to the Secretary and such resignation shall be effective upon its acceptance by the Board of Directors, but such resignation shall not relieve the member resigning of the obligation to pay any dues theretofore accrued and unpaid and any assessments theretofore levied and unpaid or to pay any other obligations to the

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6.

Transfer. Membership in this Corporation is not transferable or assignable except as provided in this section. In the event there is a change of ownership or control as provided in Section 8(a)(2) hereof, such membership will be transferred on written application of the new owner by the Board of Directors in the event applicant establishes that it meets the qualifications for membership in the Corporation. In the event that a Regional Association approves a transfer of membership of a member whose Active Membership was obtained pursuant to Section 4(b)(1) hereof, then the Board of Directors of the Corporation will approve such transfer upon receiving written notice thereof from the Region.

Corporation which arise out of acts performed prior to acceptance of the member's resignation and for which the member is liable.

8.

Termination of Membership. Membership in the Corporation shall automatically cease and terminate upon the happening of any of the following events unless a transfer has been approved as provided in Section 6 of this Article: (a)

(b)

Membership Obtained Pursuant to Sections 4(a), and 4(b)(2), and 5 (1)

in the event of the sale or liquidation of a member's business, whether voluntary or involuntary, or

(2)

in the event ownership or control of a member is transferred in any manner to parties other than those in control at the time of its membership election, or

(3)

in the event a member ceases to meet the applicable eligibility criteria of Section 2.

Membership Obtained Pursuant to Section 4(b)(1) and 5(c) In the event membership of a member of a Region is terminated by action of that Region.

9.

Reinstatement. Upon written request signed by a former member whose membership was obtained through Section 4(a) or Section 5 and filed with the Secretary, or upon written notice from a Region of the reinstatement of a member whose membership was originally obtained pursuant to Sections 4(b)(1) or 4(b)(2), the Board of Directors will reinstate such former member to membership upon such terms as the Board of Directors may deem appropriate; provided that if a former member whose membership was obtained through Section 4(a) joined a Regional Association but after being a member of a Regional Association for a period of three consecutive years ceased to be a member of a Regional Association, the former member must submit written notice from the Region in which the former member's principal place of business is located of the reinstatement of the former member in the Regional Association;

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provided further, that if the provisions of Section 4(c) or Section 4(d) would be applicable if the former member were applying for new membership, the former member may be reinstated on a direct basis upon such terms as the Board of Directors may deem appropriate without being reinstated in the Regional Association.

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IV. - MEETINGS OF ACTIVE MEMBERS 1.

Annual Meeting. The annual meeting of Active Members shall be held during the month of September, October or November in each year. The date and hour of such meeting shall be fixed by the Board of Directors.

2.

Special Meetings. Special meetings of the Active Members may be called by the Board of Directors or upon receipt of a written request that a special meeting be called signed by fifty (50) Active Members of the Corporation and setting forth the purpose or purposes of such meeting by the President.

3.

Place of Meeting. The Board of Directors may designate any place either within or without the State of Illinois as the place of meeting for any annual meeting, regular meeting, or any special meeting of Active Members called by the Board of Directors. The President may designate the place of any special meeting called by him or her pursuant to Section 2 of this Article. If no such designation is made or if a special meeting be otherwise called the place of meeting shall be the registered office of the Corporation in the State of Illinois, provided, however, that if all the Active Members shall meet at any time and place either within or without the State of Illinois and consent to the holding of a meeting, such meeting shall be valid without call or notice and at such meeting any corporate action may be taken.

4.

Notice of Meetings. Written or printed notice stating the place, date and hour of any meeting of Active Members shall be delivered either personally or by mail to each Active Member entitled to vote at such meeting not less than ten (10) nor more than forty (40) days before the date of such meeting by or at the direction of the President or Secretary or the Board of Directors. In the case of a special meeting, or when required by statute or by these Bylaws, the purpose for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed delivered when deposited in the United States Mail addressed to the Active Member at its address as it appears on the records of the Corporation, with postage thereof prepaid.

5.

Representation of Members at Meetings. Any Active Member may be represented at a meeting of Active Members by any or all of its partners, if a partnership, or by any or all of its officers, if a corporation, or by a person holding a managerial position with the Active Member.

7.

Quorum. One Hundred (100) Active Members in good standing, present in person or by proxy shall constitute a quorum at any meeting of Active Members of the Corporation provided that if a quorum is not present at any meeting, a majority of the Active Members present may adjourn the meeting from time to time without further notice.

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6.

Proxies. At any meeting of Active Members, an Active Member may vote by proxy executed by the Active Member in writing to another Active Member of the Corporation.

Proxies shall be filed with the Secretary before or at the time of the meeting and shall be upon a form furnished by the Secretary. No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy.

8.

Voting. Voting shall be viva voce unless a roll call is demanded by ten (10) Active Members. Each Active Member shall be entitled to one vote and a majority vote of the Active Members present shall prevail.

9.

Order of Business. The order of business at all meetings of Active Members shall be determined by the Board of Directors from time to time.

10.

Conduct of Meetings. The rules combined in the latest edition of Robert's Rules of Order shall govern at all meetings in all cases to which they are applicable except as they are inconsistent with these Bylaws.

V. - REGIONAL ASSOCIATIONS 1.

Eligibility. There shall be up to six Regional Associations of the Corporation, each representing one of the six geographic zones set forth in Appendix A attached hereto and made a part hereof (each zone is referred to herein as a "Geographic Zone"), which may be altered from time to time by formal action of the ASA Board of Directors. Any regional association of wholesalers and/or distributors of plumbing, heating, cooling, pipe, fittings, valves and related products in the United States, Canada or other American countries may apply for recognition as a Regional Association of the Corporation for one of the Geographic Zones.

3.

General Activities. A Regional Association shall implement the activities of the Corporation in its Region and collect dues, initiation fees and charges imposed by the Corporation on the Corporation's members in its Region and remit the same to the Corporation.

The Corporation and a Regional Association shall contract for the providing by the Regional Association of specified services for the Corporation's members on such terms as mutually agreed between the Regional Association and the Corporation. In the event the Regional Association and the Executive Committee of the Board of Directors are unable to agree on terms for providing the specified services, the Board of Directors of the Corporation shall fix the terms and such determination shall be conclusive. In the event a member of a Regional Association is eligible for membership in the Corporation but does not become a member of the Corporation,

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2.

Application for Recognition. Application for recognition from a Regional Association shall be signed in the name of the applicant by its duly authorized officers. The application shall contain the name of the applicant, the names and addresses of the members of the applicant association, the business address of the applicant, the names, residences and business addresses of the officers and directors of the applicant, and if a corporation, the date of its incorporation shall also contain such further information and other provisions as may be determined by the Board of Directors from time to time. Applications shall be filed with the Secretary of the Corporation and approved by the Board of Directors. A two-thirds vote of the entire Board of Directors shall be required for recognition of an applicant as a Regional Association. In the event an applicant shall fail to receive the required two-thirds vote, no further application for recognition in behalf of the applicant shall be considered for a period of six months thereafter.

the Regional Association shall remit dues to the Corporation as if the member were a member of the Corporation; provided, that, effective January 1, 2004, if a member of a Regional Association elects not to become a member of the Corporation, the Regional Association shall not be required to remit dues for the period after December 31, 2003 that the member has elected not to be a member of the Corporation.

4.

Voluntary Withdrawal of Recognition. Any Regional Association may voluntarily withdraw as a recognized Regional Association by submitting its resignation in writing to the Secretary of the Corporation, but such resignation shall not relieve the Regional Association from the obligation to remit to the Corporation any amount theretofore collected for and on behalf of the Corporation or for which the Regional Association is liable to the Corporation.

5.

Involuntary Withdrawal. By an affirmative vote of two-thirds of the whole Board of Directors, the recognition of a Regional Association may be withdrawn. Prior to any vote to withdraw recognition of a Regional Association, the Corporation shall give written notice to the Regional Association of the proposal to withdraw recognition and shall give such Regional Association an opportunity to be heard on the proposal.

6.

Authority. No Regional Association, its officers, directors, boards, members, committees or other agents shall have any power or authority to act for, represent, or bind in any manner the Corporation, its officers, directors, boards, members, committees or other agents, unless such action, proposal or recommendation shall have been reported and ratified or approved by the Board of Directors of the Corporation or by the members of the Corporation at a duly called special or annual meeting.

VI. - BOARD OF DIRECTORS 1.

General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors. The Board of Directors shall submit an annual report to the annual meeting of Active Members with such recommendations as it may have for advancement and benefit of the Corporation and its work.

Number, Tenure and Qualifications (a)

There shall be up to Thirty-Three (33) Directors who shall be elected as follows:

(i) Up to twelve (12) Regional Directors. Each Regional Association shall elect two (2) directors. Each of these two directors shall be elected by the respective Board of Directors of the Regional Association. (ii) One (1) Young Executive Director. The Young Executives Division by its Executive Council shall be entitled to elect one director.

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2.

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(iii) One (1) IPD Director. The Industrial Piping Division by its Executive Council shall be entitled to elect one director. (iv) Six (6) VMD Directors. The Vendor Members Division by its Executive Council shall be entitled to elect six directors who are Vendor Members (or representatives thereof) as defined in Article III, Section 2(b), subsection (i), (ii) or (iii), two of whom shall represent manufacturers of pipe, valves and/or fittings products. (v) One (1) Manufacturers Representative Director. The governing board of the Association of Independent Manufacturers Representatives ("AIM/R") shall be entitled to elect one director who is a Vendor Member (or representative thereof) as defined in Article III, Section 2(b), subsection (iv) and is a member in good standing of AIM/R. (vi) One (1) National Member Director. The National Members, by a majority vote, shall be entitled to elect one director who is a National Member (or representative thereof). (vii) Up To Six (6) At Large Directors. The Executive Committee shall be entitled to elect up to six directors from the Active Members. (viii) One (1) Director representing the ASA Education Foundation. This position shall be filled by the President of the ASA Education Foundation. (viv) One (1) WII Director. The Women in Industry Division by its Executive Council shall be entitled to elect one director. (x) One (1) Hydronics Director. The Hydronics Division by its Executive Council shall be entitled to elect one director. (xi) One (1) Plumbing Director. The Plumbing Division by its Executive Council shall be entitled to elect one director. (b) In addition, the Chairman of the Board, President and President-Elect shall be a member of the Board of Directors.

(d) The Board of Directors may also provide for Alternates to act as substitute Directors for Voting Directors in the absence or inability to act of Voting Directors. When

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(c) Each Director shall hold office from January 1 of the year following election for a term of two years, or until his or her earlier death, resignation or disability or the termination of membership in the Corporation as to the director or the firm represented by the individual director, except that the Chairman of the Board shall hold office as a Director during the year he or she serves as Chairman of the Board. A Director may not serve for more than four successive years, excluding the year or years of service as an Officer of the Corporation.

serving as an Alternate, the Alternate shall have full voting rights of the Voting Director for whom the Alternate is acting.

3.

Regular Meetings. The Board of Directors shall hold two regular meetings in each year, at such place and hour as may be fixed by the Board of Directors from time to time.

4.

Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or a majority of the Voting Directors. The person or persons authorized to call special meetings of the Board may fix any place within or without the State of Illinois as the place for holding any special meeting of the Board called by them.

5.

Notice of Meetings. Written notice of any special meeting of the Board of Directors stating the place, date and hour thereof, shall be delivered personally or sent by mail, facsimile transmission or telegram to each Director at his or her address as shown by the records of the Corporation no less than ten (10) days before the day of the meeting by or at the direction of the President or the Voting Directors calling the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail in a sealed envelope so addressed with the postage thereon prepaid. If notice be given by facsimile transmission, such notice shall be deemed to be delivered upon confirmation of the receipt of the transmission. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any Voting Director or Alternate may waive notice of any meeting. The attendance of a Voting Director or Alternate at any meeting shall constitute a waiver of notice of such meeting except where a Voting Director or Alternate attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any regular or special meeting of the Board need be specified in the notice or waiver of such meeting unless specially required by law or by these Bylaws.

6.

Quorum. A majority of the Voting Directors shall constitute a quorum. In the event of the absence of a Voting Director, the presence of his or her Alternate may be counted for purposes of a quorum.

8.

Vacancies. Any vacancy occurring on the Board of Directors whether by death, resignation or otherwise, shall be filled by election among the Corporation's members the

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7.

Manner of Acting. The act of a majority of the Voting Directors shall be the act of the Board of Directors, except that with respect to action as to dues, assessments, number or term of Directors, recognition of a Regional Association, any reimbursement for services rendered by a recognized Regional Association, and amendment of the Bylaws, a two-thirds vote of the Voting Directors shall be required. In the event of the absence of a Voting Director at any meeting of the Board, the act of his or her Alternate on any matter coming before the meeting shall be considered the act of the absent Director. No Alternate shall be permitted to cast a vote on any matter coming before a meeting of the Board if the Voting Director for whom he or she is an Alternate is present at the meeting.

Director represents. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.

9.

Compensation. Directors and Alternates as such shall not receive any stated salary for their services, but by resolution of the Board of Directors an allowance for expenses of attendance, if any, may be provided for attendance at each regular or special meeting of the Board. Nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefore.

VII. - OFFICERS 1.

Designation and Qualification. The Officers of the Corporation shall be a Chairman of the Board, a President, a President-Elect, three Vice Presidents, an Executive Vice President, a Treasurer and a Secretary and such other Officers as the Board of Directors may from time to time designate, each of whom, except the Executive Vice President and the Secretary, shall be an Active Member, or a representative of an Active Member, and shall serve without compensation.

In addition, there shall be two Vice Presidents to represent the Vendor Member Division, and one Vice President to represent the ASA Education Foundation, who will serve as voting Officers of the Corporation. The Vice Presidents appointed to represent the VMD and the ASA Education Foundation shall also serve without compensation.

Any two offices may be held by the same person, except the offices of President and Secretary. Each of the Officers, other than the Executive Vice President and the Secretary, must be a director during the time the individual serves as an Officer. If an Officer, other than the Executive Vice President and the Secretary, ceases to be a member of the Board of Directors or is not a member of the Board of Directors at the time the term of Office commences, then the individual shall cease to be, or shall not become, an Officer of the Corporation. No two Officers shall be from the same company (on a consolidated basis).

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2.

Nominations. There shall be a Nominating Committee consisting of one director from each of the Regional Associations, each of whom shall be designated by the director’s respective Regional Association to serve on the Nominating Committee, except that the Chairman of the Board of the Corporation shall automatically be on the Nominating Committee, and shall be the Chairman of the Nominating Committee. The Executive Vice President shall be on the Nominating Committee as a non-voting ex-officio member. At least thirty (30) days prior to each annual meeting of the Board of Directors at which officers are to be elected, (i) each Officer in the Corporation, except the Chairman of the Board, the President, the President-Elect, the Executive Vice President and Secretary and (ii) the Executive Committee shall select a nominee for each of the office of President and the office of President-Elect. The Vendor Member Division Vice Presidents shall be nominated by the Vendor Member Division Executive Council, and shall not be eligible for the office of President of the Corporation. The President of the ASA Education Foundation shall be the Vice President representing the ASA Education Foundation.

Additional nominations may be made from the floor of the annual meeting of the Board of Directors at which Officers are elected.

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3.

Election and Term of Office. The Officers of the Corporation, except the Chairman of the Board, the Executive Vice President and the Secretary, shall be elected by vote of the Board of Directors at a meeting of the Board of Directors held preceding the annual convention at which the annual meeting of the members of the Corporation is held. The Board of Directors shall appoint the Executive Vice President and the Secretary for a term not in excess of one year. Each Officer shall hold office from January 1 of the year following election for a period of one year (except the Vice Presidents representing the Vendor Member Division whose term of office shall be two years, and the Vice President representing the ASA Education Foundation whose term of office shall be concurrent with his or her term of office as President of the ASA Education Foundation) or until his or her earlier death, resignation, or disability, or the termination of membership in the Corporation as to the Officer or the member represented by the Officer. The President of the Corporation upon expiration of his or her term of office shall automatically become the Chairman of the Board to serve for a one-year term. No person may serve more than three one-year terms as Treasurer.

4.

Vacancies. In the event the office of President becomes vacant, the President-Elect shall be and become the President for the unexpired portion of the term. In the event the office of President-Elect becomes vacant, a Vice President designated by the Board of Directors shall be and become the President-Elect for the unexpired portion of the term. A vacancy in the office of Executive Vice President, Treasurer or Secretary shall be filled by the Board of Directors for the unexpired portion of the term. A vacancy in the office of Chairman of the Board may be filled by the Board of Directors for the unexpired term, or the Board of Directors may delegate the duties of the Chairman of the Board to the President for the balance of the unexpired term.

5.

Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board of Directors and of the members, serve as a member of the Executive Committee and Board of Directors and shall perform such other duties as may be prescribed from time to time by the Board of Directors or these Bylaws.

7.

President-Elect and Vice Presidents. In the absence of the President, or in the event of the President's inability or refusal to act, the President-Elect shall perform the duties of the President, and in the absence of the President and the President-Elect, or in the event of their inability or refusal to act, a Vice President designated by the Executive Committee or the Board

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6.

President. The President shall be the principal Executive Officer of the Corporation and shall, in general, supervise the business and affairs of the Corporation under the direction of the Board of Directors. The President shall serve as a member of the Executive Committee and Board of Directors and shall preside at all meetings of the Executive Committee. The President may sign, with the Secretary or other proper Officer of the Corporation thereunto authorized by the Board of Directors, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other Officer or agent of the Corporation or shall be required by law to be otherwise signed or executed; and, in general, perform all duties incident to the office of President and such other duties as may be prescribed from time to time by the Board of Directors.

of Directors shall perform the duties of the President. The Vendor Member Division Vice Presidents shall not be eligible to serve in this capacity. When so acting, the President-Elect or a Vice President, as the case may be, shall have all the powers of and be subject to all the restrictions upon the President. The President-Elect and Vice Presidents shall perform such other duties as may be assigned to them from time to time by the President or the Board of Directors.

8.

Executive Vice President. The Executive Vice President shall be the principal Administrative Officer of the Corporation, shall make recommendations to the Board of Directors for its approval as to the formulation of new policies and programs, shall plan, organize, direct and coordinate the administrative staff, programs, and activities of the Corporation to carry out the policies and programs approved by the Board of Directors or members, shall keep the Board of Directors, Executive Committee and Officers fully informed as to the activities of the Corporation and shall perform such other duties as may be assigned to him or her from time to time by the President or by the Board of Directors.

9.

Treasurer. The Treasurer shall have charge and custody of, and be responsible for, all funds and securities of the Corporation; shall deposit all such funds in the name of the Corporation in such banks, trust companies or other depositories as the Board of Directors shall select; shall serve as a member of the Executive Committee and the Board of Directors; and in general, shall perform all duties incident to the office of Treasurer and such other duties as may be assigned to him or her from time to time by the President or by the Board of Directors. The Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine, the cost of such bond to be borne by the Corporation. The Treasurer shall make a report to the Board of Directors at each regular meeting, shall cause an annual certified audit of the Corporation's book to be made by certified public accountants, and shall report the results of the audit to the next annual meeting.

11.

Assistant Treasurers and Assistant Secretaries. The Board of Directors may from time to time appoint one or more Assistant Secretaries or one or more Assistant Treasurers who shall have such duties as may be assigned to them from time to time by the President or by the Board of Directors.

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Section 5

10.

Secretary. The Secretary shall keep the minutes of the meetings of members of the Board of Directors in one or more books provided for that purpose; see that all notices are fully given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these Bylaws; keep a register of the post office address of each member which shall be furnished to the Secretary by such member, prepare and submit to each annual meeting an annual report and statement showing the condition of membership, work accomplished during the year, finances of the Corporation, and other information of interest to the membership; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.

VIII. - COMMITTEES 1.

Committees of Directors. The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate one or more committees, each of which shall consist of two or more Directors, which to the extent provided in said resolution shall have and exercise the authority of the Board of Directors in the management of the Corporation; but in designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors or any individual Director of any responsibility imposed upon the Board or the Director by law.

2.

Other Committees. The Board of Directors shall have power to create other committees not having and exercising the authority of the Board of Directors in the management of the Corporation, to define and limit their functions, to prescribe the procedure for such committee and to discharge or terminate any such committee.

3.

Appointments. The President, subject to the approval of the Board of Directors, shall appoint the Members of each committee (other than the Executive Committee) and shall fill the vacancies thereon.

4.

Quorum. The majority of the members of any committee shall constitute a quorum unless otherwise provided by the Board of Directors.

5.

Expenses. No committee shall incur any expenses without the consent of the Board of Directors or the President.

6.

Executive Committee.

(a) There shall be an Executive Committee composed of ten (10) voting members and one non-voting member. The voting members of the Executive Committee shall consist of the Chairman of the Board, the President, the President-Elect, six Vice Presidents, and the Treasurer of the Corporation; the non-voting member shall be the Executive Vice President.

(c) The Executive Committee shall meet at such time, date and place as may be called by the President or by any three voting members of the Executive Committee. Written notice of the special meeting shall be delivered or sent at the direction of the person or persons calling the meeting at least ten days prior to the day of the meeting in the same manner as provided for delivery or sending of notices of meetings in Section 5 of Article VI of these Bylaws. A majority of the voting members of the Executive Committee shall constitute a quorum for meetings and

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Section 5

(b) During the interval between meetings of the Board of Directors, the Executive Committee shall possess and may exercise all the powers of the Board of Directors in the management and direction of the affairs of the Association, except with respect to authority prohibited, prescribed or limited by resolution of the Board of Directors or by the Illinois General Not For Profit Corporation Act.

unless otherwise provided under these Bylaws or by law, and the act of a majority of the voting members of the Executive Committee shall constitute the act of the Executive Committee.

IX. - DIVISIONS 1.

Establishments. The Board of Directors may organize Divisions of the Corporation among those of its members whose interests are closely related. The Board of Directors shall further provide rules and regulations for the government and operation of any such Division.

2.

Powers. No Division shall have any power to act for, represent, or bind in any manner, the Corporation, its Officers, Directors, Boards of Committees, unless such act or action, proposal or recommendation shall have been reported and ratified or approved by the Board of Directors of the Corporation at any regular or special meeting thereof.

3.

Termination. The Board of Directors by a two-thirds vote, may discontinue any Division when such action is deemed to be in the best interests of the Corporation and upon such terms as the Board as may deem necessary and proper.

4.

Directors from Division. The Board of Directors may establish one or more directorships to represent any Division created pursuant to this Article.

X. - DUES AND ASSESSMENTS 1 Initiation Fee. The Board of Directors may determine from time to time the amount of any and all applicable initiation fees.

2.

Dues. The Board of Directors may determine from time to time the amount and method of payment of any and all applicable dues.

3.

Default. Any member who shall fail to pay its dues within four (4) months after the date the same shall have become due shall thereupon be in default. Upon written notice to a member in default mailed thirty (30) days in advance of a meeting of the Board of Directors, the membership of such member may be terminated at the meeting by a majority of the directors present.

Assessments.

(a) Active Members. The Board of Detectors by a two-thirds vote of its members may from time to time recommend to the members the levying of an assessment and the manner in which the same is to be spread. An assessment so recommended may be levied by a majority of the Active Members present at any meeting, or, if the Board of Directors shall direct that the proposed assessment be submitted to a vote of the Active Members by mail, then by a majority of the votes received by mail.

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Section 5

4.

(b) Vendor and Honorary Members. Vendor and Honorary Members shall not be subject to assessments.

XI. - EXPULSION The Board of Directors may, for any cause deemed by it to be adequate, and by a twothirds vote, suspend or terminate the membership of any member, but no action shall be taken unless the member shall have been given written notice of such cause and after sixty (60) days prior written notice, or sooner if requested by the member, an opportunity to be heard.

XII. - CONTRACTS, CHECKS, DEPOSITS AND FUNDS 1.

Contracts. The Board of Directors may authorize any Officer to Officers, agent or agents of the Corporation, in addition to the Officers so authorized by these Bylaws to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, in addition to the Officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances.

2.

Checks, Drafts, Etc. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such Officer or Officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President of the Corporation. Each such Officer and agent shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine, the cost of such surety bond to be borne by the Corporation.

3.

Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.

4.

Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation.

XIII. - FISCAL YEAR

Section 5

The fiscal year of the Corporation shall be determined by the Board of Directors.

Page 40

XIV. - INDEMNIFICATION Each Director, Alternate and Officer of the Corporation shall be indemnified by the Corporation to the full extent permitted under law. Without limiting the generality of the foregoing, each Director, Alternate and Officer of the Corporation, shall be indemnified by the Corporation against all expenses, as hereinafter defined, which shall necessarily or reasonably be incurred by him or her in connection with any action, suit or proceedings to which he or she is or shall be a party, or with which he or she may be threatened, by reasons of being or having been a Director, Alternate or Officer of the Corporation, whether or not he or she continued to be a Director, Alternate or Officer at the time of incurring such expenses. Expenses, as used herein, shall include, but not be limited to, amounts of judgments against, or amounts paid in settlement by, such Director, Alternate or Officer, other than amounts payable or paid to the Corporation, but shall not include any (a) expenses incurred in connection with any matters as to which such Director, Alternate or Officer shall be adjudged in such action, suit or proceeding, without such judgment being reversed, to be liable by reason of his or her negligence or willful misconduct in the performance of his or her duties as such Director, Alternate or Officer, or (b) expenses incurred in connection with any matters which shall have been the subject of such action, suit or proceeding disposed of otherwise than by adjudication on the merits, unless in relation to such matters such Director, Alternate or Officer shall not have been liable for negligence or willful misconduct in the performance of his or her duties as a Director, Alternate or Officer. In determining whether a Director, Alternate, Officer was liable for negligence or willful misconduct in the performance of his or her duties as such Director, Alternate or Officer and is for that reason not entitled to reimbursement pursuant to the foregoing provisions, the Board of Directors may conclusively rely upon an opinion of legal counsel selected by the Board of Directors. The right of indemnification hereinabove provided shall not be deemed exclusive of any other right to which such Director, Alternate or Officer may now or hereafter be otherwise entitled and specifically, without limiting the generality of the foregoing, shall not be deemed exclusive of any rights, pursuant to statute or otherwise, of any such Director, Alternate or Officer in any such action, suit or proceeding to have assessed or allowed in his or her favor, against the Corporation or otherwise, his or her costs and expenses incurred therein or in connection therewith or any part thereof.

XV. - WAIVER OF NOTICE Whenever any notice whatever is required to be given under the provisions of the General- Not-for-Profit Corporation Act of Illinois or under the provisions of the Articles of Incorporation or the Bylaws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to giving such notice.

Section 5

XVI. - OPERATING PROCEDURES

Page 41

The Board of Directors may adopt a Manual of Operating Procedures to effectuate the provisions of these Bylaws and to provide for the management and operations of the Corporation, provided only that no provisions thereof shall be in conflict with or inconsistent with these Bylaws.

XVII. - AMENDMENTS TO BYLAWS These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a two-thirds vote of the Voting Directors at any regular meeting or at any special meeting provided that at least thirty (30) days written notice is given of intention to alter, amend or repeal or to adopt new Bylaws at such meeting.

Section 5

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ASA COMMITTEE CHARTERS Board of Directors CHARTER: The business and affairs of the association are managed by the Board of Directors.

The Board of Directors shall submit an annual report to the annual meeting of Active Members with such recommendations as it may have for advancement and benefit of the Corporation and its work.

MEMBERS: There shall be up to Thirty-Three (33) Directors including the Chairman of the Board, President, President Elect, Six (6) At Large Directors and representatives from the following divisions: Regions, Emerging Leaders, Women in Industry, Industrial Piping, Plumbing, Vendor Member, AIM/R, National Members and the Education Foundation.

Education Foundation Board of Trustees CHARTER: A standing board of trustees to oversee the administration of Foundation projects and programs and make recommendations for new offerings directed at expanding the professional development of member and industry-allied personnel in the areas of research and training; to be responsible for the direction of the Foundation, its policies, committees and activity plans; to oversee internal Foundation operations and establish goals.

MEMBERS: No less than seven trustees including a Foundation president, secretary and treasurer, trustees “at-large”, a representative liaison delegate of the ASA Executive Committee appointed by the ASA President and the ASA Executive Vice President in an ex-officio capacity.

Emerging Leaders Officers Council CHARTER: A standing administrative council to organize, plan, and activate programs of proprietary need and interest to middle and upper managerial personnel of ASA member firms whose interests align with the services provided through the Emerging Leaders Division.

MEMBERS: Seven officers, with representation from each region of the United States, whose term of office shall not exceed three years. A chairman shall be elected by the Emerging Leaders officers.

Women in Industry Officers Councils

MEMBERS: Up to nine voting members, including the Chairwoman and to include representation from the Vendor Membership Division of ASA, whose term of office shall not exceed one year. A chairman shall be elected by the Women in Industry Officers Council.

Section 7

CHARTER: By definition, the Women in Industry is a standing division of the American Supply Association. Its primary mission is to provide practical guidance, direction, and education to help women in the PHCP/ PVF industry reach their personal and professional goals and attract women to the PHCP/PVF industry.

Industrial Piping Division Executive Council CHARTER: A standing council to provide practical guidance and direction in the P-V-F markets for all ASA members toward the improvement of business and business efficiency. The council is to evaluate all industry and non-industry matters that pertain to P-V-F operations, present to the membership specialized programs and activities that have particular relevance to the P-V-F field, and to represent all ASA members in areas related to pipe, valves and fittings.

MEMBERS: No less than six members including the IPD chairman and vice chairman and other members elected from the IPD membership.

Plumbing Division Executive Council CHARTER: A standing council to provide practical guidance and direction in the plumbing market for all ASA members toward the improvement of business and business efficiency. The council is to evaluate all industry and non-industry matters that pertain to plumbing operations, present to the membership specialized programs and activities that have particular relevance to the plumbing field, and to represent all ASA members in areas related to plumbing.

MEMBERS: TBD

Vendor Member Division Executive Council CHARTER: A standing council to oversee the development and administration of Division projects and programs for the purpose of providing industry manufacturers, master distributors, providers of services and manufacturers representatives with a forum in which to enhance their respective market positions, efficiencies and profitability with a mutual understanding of the needs of each segment of the industry and its suppliers.

MEMBERS: No less than nine members including Chairman and Vice Chairman elected from the Division members, plus the ASA President and President-Elect. The AIM/R shall also appoint one delegate to the Council.

The Executive Vice President shall also be a member in a non-voting capacity.

Codes & Standards Committee

MEMBERS: The Codes & Standards Committee shall be open to any member of ASA, subject to the selection process, reasonable size limitations and the balance requirements of representing all Interest Categories: Plumbing, HVAC, Hydronics and PVF.

Section 7

CHARTER: A standing committee responsible for the review and discussion on plumbing, HVAC, hydronic, PVF codes, standards and regulatory activities. The committee will provide a report of underlying issues in the form of proposals or comments for the respective association or committee consideration. They shall be sufficiently diverse to ensure reasonable balance and shall not have dominance by any single interest group, organization or individual.

Government & Public Affairs Committee / PAC Board of Governors CHARTER: A standing committee responsible for development of Association policy on national, administrative, legislative and regulatory issues. Policy recommendations developed by the committee are referred to the Executive Committee and the Board of Directors for review and approval. The Committee will also endeavor, within the limits of available resources, to maintain liaison with regional associations in the monitoring of issues that could have an impact on the PHCP industry nationally. Individual committee members to serve as the focus of the Association’s primary point of contact with Congressmen and Senators in their respective areas. In addition, the committee will exercise surveillance over PHCP business practices that may have an effect on government or industry related attitudes on the conduct of business. The Committee members shall also function as the board of governors whose purpose shall be to coordinate the solicitation and management of voluntary contributions to be expended in support of candidates for election to federal office who have demonstrated their general agreement with and support for the purposes of the ASA Political Action Committee.

MEMBERS: The Government & Public Affairs Committee shall consist of a chairman, appointed by the Executive Committee, the ASA Executive Vice President (in an ex-officio capacity), and volunteers from among the ASA distributor and vendor membership at large, who have indicated their interest in and willingness to serve in this capacity, as well as others, appointed from time to time by the Executive Committee.

The ASA Staff Liaison shall serve Committee members in an advisory capacity in federal legislative and regulatory matters, as well as in the conduct of the ASA Political Action Committee, including fundraising and the disposition of funds to the Congressional candidates’ campaigns.

Safety Committee CHARTER: The ASA Safety Committee is responsible for providing education and information to ASA members related to workplace safety and to also advocate for legislation and standards that have a positive impact on workplace safety. The Committee achieves this responsibility through maintenance of safety related webpages on the ASA website; periodic webinars with guest speakers covering current safety issues; publishing Eye on Safety monthly articles for the ASA Supply House Times periodical; and managing the annual ASA Safety Award process.

MEMBERS: TBD

Education Foundation Endowment Fund Investment Committee

Responsibilities of the Committee will include, but are not limited to, the following: • Implement and oversee the investment management process.

• Draft endowment investment policy statement for approval by the Board of Trustees.

• Present quarterly updates to the Board of Trustees.

• Report at each meeting of the ASA Education Foundation Board of Trustees through a Committee member, as selected by the Committee.

Section 7

CHARTER: The Endowment Investment Committee of the ASA Education Foundation Board of Trustees is a permanent advisory committee in accordance with the by-laws of the ASA Education Foundation (Article VI, Section 2). The function of this committee is to oversee the management and investment of the Education Endowment Fund.

• Make recommendations to the Board of Trustees regarding the creation and execution of policy, procedures, investment and expenditure of the Endowment Fund.

• Fulfill responsibilities set forth in the Statement of Investment Policy, Objectives and Guidelines as approved by the Board of Trustees.

• Undertake such other activities relating to the investment of the Foundation’s assets as requested by the Board of Trustees.

Section 7

MEMBERS: The Endowment Investment Committee shall consist of no less than three and no more than nine individuals (in addition to non-voting members), selected from ASA Members, Associate Members or other industry friends. Membership terms shall be three years in length, and members may serve no more than two terms unless approved by the Board of Trustees. The Chairman of the Campaign Advisory Board shall serve as a non-voting member for the duration of the Campaign. The Board of Trustees shall approve all members of the committee and the committee members shall elect a chairman.

STRATEGIC LONG-RANGE PLAN

Being indispensable to achieving prosperity in our industry

Section 8

Revised 2017

OVERVIEW Associations operate in ever-changing environments and are continually challenged to meet the needs of their members. This uncertain environment creates a strong temptation for associations to over-react to a perceived crisis. The result can be a hodge-podge of unrelated, existing and new, updated and outdated “member benefits,” with no unifying focus or relevance to the association’s mission.

In order for associations to remain focused, yet flexible to meet changing needs they must know their purpose, clearly define their mission and establish planning systems that achieve stability while allowing for flexibility.

Association governance exists to identify and achieve the organizational mission, goals and strategic outcomes. Associations are most successful when they are driven by strategic plans that clearly define expected end-results (outcomes), using a governance structure that is sufficiently plan-focused, flexible, and depoliticized to produce those results. Today, many leading associations are turning to strategic governance to run their organizations. The American Supply Association has implemented strategic governance since 2008 with great success.

A PARTNERSHIP WITH STAFF A critical component in strategic governance is a reliance on skilled association management professionals who are integral partners in the association’s governance process. Their work is closely integrated with those of volunteer governing bodies. Sound strategic governance relies upon their expertise and consistency of position within all four primary functions. The association chief executive officer and the senior management team are incorporated into all aspects of scanning, planning, oversight and adjustment activities. In short, staff is heavily relied upon to develop information for the association’s leadership knowledge based decision making, provide advice and counsel in the areas of their expertise, coordinate the work of the governing body and are accountable for the results of the organization. They are an integral partner in the process.

Understanding this, at the American Supply Association Winter Board Meeting in 2008 in St. Petersburg, Florida, the association’s leadership made a departure from how it previously governed and planned the future of the association toward the new process of strategic governance including both staff and volunteer leaders in the process. Getting the process going, the officers of the association invited all board and committee members as well as its past Chairmen (nearly 70 people in total) to participate in a two-day long strategic planning effort. Each year since then, the association’s leadership conducts annual strategic planning retreats to look and map out plans to continue to drive ASA’s leadership and value far into the horizon. This is done with an eye toward how the association could impact the future of our industry to ensure that our members will remain relevant and thrive.

Today, our winter board meetings are virtual long-range strategic planning sessions that set the direction our leadership wants to take the industry; evaluating our assumptions about the future and revising our plan to keep ASA focused on our long range goals all working together.

Section 8

Very few associations have successfully pulled off bringing over seventy opinionated individuals into a planning session and walk away united in purpose and thought. Not only has the association pulled that off but it’s what’s driving ASA today!

ASA’s strategic planning process and the results from it have enabled the association to come a very long way toward building the brand of ASA throughout the industry. Today, based on feedback from surveys, ASA is once again looked to as the leader of the industry; especially in the areas of advocacy, education, workforce recruitment and business intelligence. Refocusing association resources away from non-traditional roles back to what is important to our core programming while streamlining our operating budget has given ASA the ability to deliver quality in the areas that matter most. This is core to the association’s relevance moving forward.

It is through this strategic governance process that ASA has radically expanded its value proposition to include economic forecasting programs, full time recognized advocacy efforts in Washington, expanding our leadership into the codes & standards arena, robust and comprehensive educational programs delivered to employees in a relevant and cost effective way, peer networking programs that engage all segments of a members operation, employee recruitment solutions and building the association brand as well as the brand of our members with industry customer groups.

BUILDING OUR PLAN The American Supply Association has developed the following strategic long-range plan, most recently revised in February 2017, that describes a desired vision and what will be essential to achieving that vision. It is grounded in core ideology and driven by an envisioned future that realizes the full potential of ASA’s ability to support its stakeholders. ASA’s commitments are articulated in goals that declare the outcomes or attributes the organization intends to achieve. Objectives represent key metrics affecting ASA’s ability to achieve the goal and articulate the direction in which these issues must be moved. Strategies will describe how ASA and its leadership plan to commit its limited resources to make its vision a reality meeting the needs of a constantly changing professional environment. Therefore, underlying this plan is the adoption of an ongoing process of planning and thinking strategically, designed to ensure relevance of direction and action over time.

In developing this strategic plan, a framework for planning was utilized, based on a model that organizes conversations about the future into four distinct planning “horizons;” prioritizing and executing outcomes as well as ensuring relevance of an organization’s long-range direction over time.

Envisioned future. The “four planning horizons” framework consists of crafting a comprehensive strategic direction based on the balance of what doesn’t change – the timeless principles of the organization’s core purpose and core values (core ideology) – and what the organization seeks to become within a 10 to 30 year horizon – what would be possible beyond the constraints of the current environment. The 10 to 30 year horizon is characterized by the articulation of an envisioned future – a BAG (big audacious goal) – and a vivid description – what it will be like to achieve the goal.

that will affect its ability to achieve its goals. Building foresight about the 5 to 10 year horizons – assumptions, opportunities, and critical uncertainties in the likely relevant future as well as emerging strategic mega-issues— suggests critical choices about the potential barriers the organization will face. This foresight also suggests the responses the organization will need to consider in navigating its way toward achievement of its 10 to 30 year goal, or BAG.

Section 8

Critical factors. The articulation of the envisioned future guides the organization as it considers the factors

Strategic plan and operational planning. The linkage continues into the 3 to 5 year horizon through the Strategic plan and operational planning. The linkage continues into the 3 to 5 year horizon through the

development of a formal long-range strategic plan, in which the organization articulates the outcomes it seeks to development of a formal long-range strategic plan, in which the organization articulates the outcomes it seeks to achieve for its stakeholders. How will the world be different as a result of what the organization does? Who will achieve for its stakeholders. How will the world be different as a result of what the organization does? Who will benefit and what will the likely results be? Further, the articulation of strategies will bring focus to ASA’s annual benefit and what will the likely results be? Further, the articulation of strategies will bring focus to ASA’s annual operational allocation of discretionary resources. Action plans, checkpoints, and milestones will be developed operational allocation of discretionary resources. Action plans, checkpoints, and milestones will be developed through a process of operational planning meetings and committee meetings, indicating ASA’s progress toward through a process of operational planning meetings and committee meetings, indicating ASA’s progress toward each goal in every planning year. each goal in every planning year.

A strategic long-range plan is not intended as a substitute for an annual program or operating plan. It does not A strategic long-range plan is not intended as a substitute for an annual program or operating plan. It does not detail all the initiatives, programs, and activities the organization will undertake in the course of serving its detail all the initiatives, programs, and activities the organization will undertake in the course of serving its membership and the industry, nor can it foresee changes to the underlying assumptions on which key strategic membership and the industry, nor can it foresee changes to the underlying assumptions on which key strategic choices were based. Instead, the strategic plan identifies what the Association is not doing today, but must be choices were based. Instead, the strategic plan identifies what the Association is not doing today, but must be doing in the future to be successful. Consequently, the strategic plan implies change – doing new things or doing doing in the future to be successful. Consequently, the strategic plan implies change – doing new things or doing more or less of current activities to ensure successful outcomes. more or less of current activities to ensure successful outcomes.

Ongoing Re-evaluation. Strategic planning for the association should become the methodology for the Ongoing Re-evaluation. Strategic planning for the association should become the methodology for the

organization’s operations. If it is successful, this process will not have yielded a plan to be placed on the shelf, but organization’s operations. If it is successful, this process will not have yielded a plan to be placed on the shelf, but will have served as a catalyst for the “process of planning strategically,” at all times and at all levels throughout the will have served as a catalyst for the “process of planning strategically,” at all times and at all levels throughout the organization. In order to achieve its vision, the association must not look at strategic long-range planning as a organization. In order to achieve its vision, the association must not look at strategic long-range planning as a one-time project that produces a milestone document of its best thinking at the moment. Instead, the association one-time project that produces a milestone document of its best thinking at the moment. Instead, the association must adopt strategic planning as an operational philosophy of ongoing re-evaluation of the critical knowledge must adopt strategic planning as an operational philosophy of ongoing re-evaluation of the critical knowledge bases that form the framework of its world, including: bases that form the framework of its world, including: » » » » » »

Sensitivity to member needs, insight into the future environment of the industry, Sensitivity to member needs, insight into the future environment of the industry, Understanding of the capacity and strategic position of the organization, and Understanding of the capacity and strategic position of the organization, and Effective analysis of the ethical implications of policy and program choices.

Effective analysis of the ethical implications of policy and program choices.

Section 8

ASA’s strategic long-range plan represents a compass the organization will use to guide its work over the short ASA’s strategic long-range plan represents a compass the organization will use to guide its work over the short and long term. Each year of its life, the plan will be updated based on experience or new circumstances or as new and long term. Each year of its life, the plan will be updated based on experience or new circumstances or as new opportunities or challenges emerge. opportunities or challenges emerge.

10-30 YEAR PLANNING HORIZON CORE IDEOLOGY & ENVISIONED FUTURE Core ideology describes an organization’s consistent identity that transcends all changes related to its relevant environment. Core ideology consists of two notions: core purpose – the organization’s reason for being – and core values – essential and enduring principles that guide an organization.

Envisioned future conveys a concrete, but yet unrealized, vision for the organization. It consists of a big audacious goal – a clear and compelling catalyst that serves as a focal point for effort – and a vivid description – vibrant and engaging descriptions of what it will be like to achieve the big audacious goal.

CORE PURPOSE OF ASA To advance the success of the PHCP and PVF supply chain industry.

Integrity:

Evidenced by ethical, proper and responsible representation of the values, interests, and expectations of our member companies.

Relevance:

Evidenced by policies, products, and services that are in step with our members’ needs and result in added value relevant to our customers and beneficial to our industry.

Fairness:

Evidenced by representation of all industry segments, accessibility, constructive dialogue, communication without fear of reprisal, and an open and enjoyable environment characteristic of an industry united by common interests.

Leadership:

Evidenced by commitment to excellence, adaptability, and continuous improvement that advances and enhances the industry and ASA members.

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CORE VALUES OF ASA

ENVISIONED FUTURE ASA’S BIG AUDACIOUS GOAL: “Be indispensable to achieving prosperity in our industry.”

VIVID DESCRIPTIONS » ASA will provide value and relevance across the broad spectrum of members. Success for the association will mean increased membership, participation and involvement, and the most important, profitability. » ASA will offer education and industry input that every distributor will consider essential to running a successful business in the industry. ASA will be recognized as the single/indisputable resource for industry education. Every industry participant and every employee at every industry partner company will recognize ASA education programs. » ASA will be respected as the leader in representing and organizing the industry under a national arm.

Every industry participant will support and participate in ASA advocacy efforts, and ASA will be seen as a leader in promoting the interests of the industry in legislative and regulatory affairs nationally and regionally. » Success will happen when ASA becomes a “must belong” association for wholesalers, vendors and reps.

Every industry participant will actively participate in all ASA networking events. Every industry participant will view ASA membership and participation as a critical part of its future business strategy. » Members will find value in ASA information and resources. They will view them as vital to the prosperity of their companies, and unique to ASA - not available from any other venue. » Every industry participant will utilize and participate in ASA benchmarking. There will be relevant data and statistics on the PHCP industry.

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» ASA members will be more profitable and sustainable as they deliver worldclass supply chain efficiency in a changing marketplace.

3-5 YEAR PLANNING HORIZON OUTCOME-ORIENTED GOALS

OPERATIONAL EXCELLENCE GOAL

ASA members will be more profitable by exceeding our customer’s expectations with world class distribution and operational performance.

EMPLOYEE RECRUITMENT & EDUCATION GOAL ASA members will attract, develop, and retain a labor force that will become the best educated, best trained and most professional in the industry.

ADVOCACY GOAL ASA will be the unified and recognized leading voice of the stakeholders within the PHCP/PVF industry to the federal, state and local governments and regulatory agencies.

EMBRACING THE FUTURE GOAL

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ASA’s members will recognize and understand the forces of change in the future.

MEGA GOAL #1 OPERATIONAL EXCELLENCE ASA members will be more profitable by exceeding our customer’s expectations with world class distribution and operational performance.

OBJECTIVE 1 Provide ASA members with relevant business intelligence that drives innovation and operational performance excellence.

Strategy A: Identify/research industries that currently provide best in class distribution logistics/ intelligence for their industries and identify how best to expand value of ASA offerings.

Tactic 1: Observe/investigate best practices being used by other industries and share those practices with ASA members.

Tactic 2: Add to current offerings of business intelligence tools.

Tactic 3: Define/identify the most relevant key performance indicators to collect and build on the top

10 most requested.

Strategy B: Deploy the resources necessary to lead the efforts to study, drive participation and increase value of business intelligence.

OBJECTIVE 2 Provide ASA members with education on the trends in national, state and local codes that will impact their business.

Strategy A: Build ASA’s recognition as a leading voice in the codes and standards arena through

engagement with allied organizations.

Tactic 1: Build a strong committee and support team to expand ASA’s code and standards operation.

Tactic 2: Join key code groups and liaise with allied organizations to advocate ASA issues.

Strategy B: Provide educational forums, articles and webinars on key code items through all ASA

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communication outlets.

OBJECTIVE 3 ASA members will help their customers be more prosperous.

Strategy A: Build relationships with staff and volunteer leaders of key customer groups.

Tactic 1: Build robust and consistent communications with key customer groups.

Strategy B: ASA will strive to build member brand with other industry associations.

Tactic 1: Develop relationships with key customer groups using ASA University materials.

Tactic 2: Promote regional meeting with participation of all key customer groups.

Strategy C: Implement programs that build partnerships with customer groups that enhance relationships.

OBJECTIVE 4 ASA members will be on the leading edge of leveraging and utilizing technology to get/stay closer to their customers.

Strategy A: ASA will provide members with the tools/ability/education to implement technology that will

connect them to industry customers.

Tactic 1: Research and analyze trends.

Tactic 2: Determine the best practices that service members, providers and peer networking counsels on what people are doing and what is working best.

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Tactic 3: Educate members on trends in technology at annual events, Network and other forums.

MEGA GOAL #2 EMPLOYEE RECRUITMENT & EDUCATION ASA members will attract, develop, and retain a labor force that will become the best educated, best trained, and most professional in the industry.

OBJECTIVE 1 Increase the number of talented workers taking advantage of attractive career opportunities in the PHCP/PVF Industry.

Strategy A: Implement an impactful national awareness campaign about our industry & member

companies.

Tactic 1: Conduct a comprehensive PR marketing campaign, including the use of email and social media, to high schools, colleges/ universities & military.

Tactic 2: Create professional videos that highlight the exciting (unique) opportunities that exist in our industry and distribute via an aggressive PR campaign through social media outlets such as, YouTube.

Tactic 3: Engage members to become advocates for career advocacy in their markets.

Action 1: Aggressively ask our members to engage in their local high schools and colleges.

Action 2: Study the feasibility of hiring a full time team member to expand our career outreach efforts.

Strategy B: Engage member participation with “ACE” (Architecture, Construction & Engineering) programs.

Tactic 1: ASA to identify ACE programs that exist nationally and provide greater details to highlight the value that these programs offer as a source for recruitment.

Tactic 2: Enlist member support/sponsorship in each ACE program.

Tactic 3: Promote support of member engagement/success in ACE to our industry.

OBJECTIVE 2 Members’ workforce has the skills and knowledge to effectively perform their roles in all aspects of the business model.

Strategy A: Build recognition that ASA University is the standard by which employees are measured. with employees completing the programs.

Tactic 2: Drive higher levels of leadership by expanding completion of the MDM program.

Tactic 3: Issue role-based certifications/badges.

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Tactic 1: Define and promote Industry Standards through case studies and recognition of companies

Tactic 4: Revise ASA OPR to include training data points to evaluate correlation of training to financial performance and employee retention.

Strategy B: ASA University is the resource for learning management solutions.

Tactic 1: Engage in novel content delivery methods to ensure value and relevance over time.

Tactic 2: Develop high quality proprietary content with regular updates of content and expand

product offerings to include manufacturer training, HR Practices, Product Knowledge on HVAC, Electrical, Water Works, Safety, etc.

Tactic 3: Offer members a portal for centralized reporting.

Tactic 4: Increase the marketing of ASA University and expand the audiences to include industry members not currently using the products.

OBJECTIVE 3 Support members in creating a culture of Talent Management.

Strategy A: Communicate the value of ongoing employee development to the membership.

Tactic 1: Provide resources and support to help members establish a Culture of Learning within their

companies.

Tactic 2: Develop and provide a resource to assist members with their employee Succession Planning process.

Tactic 3: Provide best practices and resources for recruitment to enable movement of high potential individuals.

Tactic 4: Provide performance management support to the membership.

Tactic 5: Assist members in the use of available recourses; expand Advisory Service staff and capabilities

Strategy B: Assist members in becoming “Industry of Choice” for increased employee retention.

Tactic 1: Develop and provide a resource to assist members in measuring and improving employee engagement.

Tactic 2: Develop and provide resources to assist members with training recognition, incentives, and

rewards.

Tactic 3: Assist members in the use of available resources; expand Advisory Service staff and

capabilities.

Tactic 4: Raise awareness of the importance of employee retention and recognition to members and

promote continual training of the workforce as a tool for retention.

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Tactic 5: Change management capabilities.

MEGA GOAL #3 ADVOCACY ASA will be the unified and recognized leading voice of all the stakeholders within the PHCP/PVF industry to the federal, state, and local governments and regulatory agencies.

OBJECTIVE 1 ASA will expand its leadership voice and influence with government, industry and customer groups.

Strategy A: Engage buying groups and national wholesale members in the ASA advocacy process through formal meetings with elected officials.

Tactic 1: Facilitate buying group and national wholesaler (Hill visit) meetings in Washington.

Tactic 2: Provide editorial/educational materials for buying group and national distributor newsletters and magazines while expanding our messaging to include a more personal, one on one, experience.

Tactic 3: Increase awareness and exposure through social media.

Tactic 4: Encourage members to write letters to elected officials and participate in advocacy efforts.

Tactic 5: Encourage participation of Distributors on the Codes and Standards Committee.

Tactic 6: Align with PHCC, NKBA and other organizations to have a bigger voice.

Strategy B: Educate elected officials and candidates on the importance our industry plays in the nation’s infrastructure and health of residents.

Tactic 1: Promote educational events between members and elected officials/candidates through visits to member facilities.

Tactic 2: Conduct educational/advocacy visits between members and elected officials at the national/local level.

Tactic 3: Place articles/ads in publications widely viewed by elected leaders and their staff.

Tactic 4: Attend government conference/conventions (Subject matter sessions/booth).

Tactic 5: Communicate coalition membership opportunities and participation. officials.

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Tactic 6: Create a database with key contacts of executives that have relationships with elected

OBJECTIVE 2 ASA will present consistent and meaningful communication of association positions, priorities and advantages to key audiences including members, potential members, government and customer groups.

Strategy A: Expand the distribution of Outlook publications to include government code groups/individuals, and other end users.

Tactic 1: Add codes and standards content in Outlook issues on a consistent basis.

Tactic 2: Submit editorial content to key targeted audience publications.

Tactic 3: Issue press releases and op-ed content to customer publications on relevant issues.

Tactic 4: Increase presence and exposure on social media.

Tactic 5: Measure and report on the success of communication.

OBJECTIVE 3 ASA and its members will be leading voices for safe drinking water and for modernization of North America’s water, gas and sewage infrastructure.

OBJECTIVE 4

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ASA will promote the most efficient environmentally prudent footprint (utilizing limited resources and recycling waste materials) generated by our industry.

MEGA GOAL #4 EMBRACING THE FUTURE ASA’s members will recognize and understand the forces of change in the future.

OBJECTIVE 1 ASA will foster change management.

Strategy A: Help members lead change management programs with resources, tool kits and best practices.

Tactic 1: Create tool kits based on member survey.

Tactic 2: Provide editorials/articles on how to disrupt/change/innovate in an entrenched operation.

Tactic 3: Offer seminars, panel discussions and other in-person educational sessions.

OBJECTIVE 2 ASA will assist members in technology.

Strategy A: Educate our members to embrace and utilize today’s technology as well as future technology to improve performance.

Tactic 1: Break out sessions at network, as well as, webinars throughout the year.

Tactic 2: ASA to provide editorial content in ASA media outlets (ASA News, Insights, etc.)

OBJECTIVE 3 ASA will understand changing needs and trends of customers.

Strategy A: Creating an industry to compete with the online landscape of non-traditional competitors.

Tactic 1: Leverage all resources at ASA member’s disposal to include email, website, ASA University and regional and network meetings and divisions (Young Executives, Women in Industry, Industrial Piping and Plumbing) and councils.

Tactic 2: Create tool kits for members to facilitate activities, such as change management, engaging technology, reaching and meeting customer needs.

Tactic 3: Offer panel/workshops at ASA venues on technology, change management and customer

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trends.