MA Toolkit - Module 01

MODULE 1: ESTABLISHING YOUR MEMBER ASSOCIATION

FIDIC MEMBERSHIP

Membership Association Toolkit Module 1: Establishing your member association

September 2025

MODULE 1

Establishing your member association

MODULE 1: ESTABLISHING YOUR MEMBER ASSOCIATION

Introduction A FIDIC-affiliated industry association provides consulting engineers with a platform to advocate for best practices, uphold ethical governance, and strengthen industry collaboration. By aligning with FIDIC’s global standards, the association ensures credibility, enhances professional development, and contributes to the sustainable growth of the engineering consultancy sector.

Starting a member association can provide numerous benefits to the members you serve, including a collective voice for advocacy, shared resources, uplifting excellence and enhanced networking opportunities. A member association for engineering consulting companies (sole trader busines, small to medium or large companies / firms) can also provide a crucial buffer between business interests, serving your clients, and providing a collective voice to drive regulatory discussions, challenge poor client behaviour, and shape industry-related policies.

But starting a member association can also be a lot of work. Usually an association starts when a group of people identify a need and get together voluntarily to make it happen. These individuals share a passion and commitment to a functional, honest, well respected and sustainable industry but are also working with limited time and budgets, and often limited experience in what it takes to set up and maintain a successful and sustainable membership association.

This module of the FIDIC Member Association Toolkit provides a step-by-step guide to how you can go about setting up a member association so that your new association has the most successful start possible.

MODULE 1: ESTABLISHING YOUR MEMBER ASSOCIATION The module focusses on: Setting your association’s objectives and purpose Determining your value proposition Establishing your governance framework Determining your membership and membership criteria Setting your constitution or bylaws Creating a strategic plan Determining your operational requirements and organisational structure and staffing as a start up MA Taking these steps to determine who you are, what you do, why you do it, how you’ll do it, and putting some of the initial operational structures in place will give you a strong start to your association.

If you have any questions about this module and how to implement it in your region, please get in touch with FIDIC at: memberservices@fidic.org

MODULE 1: ESTABLISHING YOUR MEMBER ASSOCIATION

Setting your Association’s purpose / objective The first steps to take after identifying a need for an association to be established to support and drive your industry or profession forward, is to get buy-in from your potential membership, understand your regulatory framework, and establish your purpose or objective.

Getting buy-in and momentum First you need to understand why you need an association and to get buy-in from your potential membership.

A good place to start is to bring together a small group of committed company CEO’s to discuss the need for an association and to agree to establish one. These may be sole traders operating their own engineering companies or firms, small to medium sized compannies / firms, or more established larger engineering companies / firms.

You should make it clear that the establishment of an association is not for anti-competitive behaviour, but to establish the behavioural norms that, when upheld, ensure the local industry is viewed as a trusted advisor on matters related to consulting engineering and infrastructure development and as consultant’s of choice for their clients.

You may then like to conduct an industry-wide needs assessment so that it becomes clear to those interested in joining the association why such a collective makes sense. There are likely many common issues which companies face and the association can represent its members on these common issues when interfacing with client bodies, both in the public and private sectors as opposed to individual companies trying to address these same issues as individual companies.

MODULE 1: ESTABLISHING YOUR MEMBER ASSOCIATION Determining whether your association be voluntary or mandatory Your decision to establish a member association may be driven by regulatory factors in your country or non-regulatory factors. You might need an association that supports individual professionals or that regulate them, or you might need an association that supports companies rather than individuals, or it may be both.

Most of FIDIC’s member associations operate as voluntary organisations formed by companies to represent collective interests, establish industry standards, and facilitate networking. Membership is typically optional, and these associations do not possess regulatory authority.

Some of FIDIC’s member associations are statutory bodies that may have a role in regulating the engineering profession or industry. In these countries, consulting engineering associations are established or recognized by legislation, granting them regulatory authority over the profession.

Membership may be mandatory for practising firms, and these bodies may be responsible for licensing, setting standards, and enforcing codes of conduct.

Define your purpose / objective Once you have buy-in from a group of companys to start an association, and you understand whether you will be a voluntary association or a statutory/regulatory one, you should define what the purpose or objective of your association will be.

Your purpose or objective is about why you exist. Your purpose or objective is unlikely to change often and will usually be embedded in your constitution (rules or bylaws) once you get to the stage of developing that.

If you are a statutory body, your purpose may be set out in legislation. If not, a good place to start is to survey your potential members to understand the common issues across your proposed members, what the gap in the market is that your proposed association would address, and how your association could support members with those issues. Taking this step will help you get clarity on your purpose or objective as an association.

MODULE 1: ESTABLISHING YOUR MEMBER ASSOCIATION Examples of voluntary organisations and statutory bodies VOLUNTARY ORGANISATION United Kingdom: The Association for Consultancy and Engineering (ACE) represents the interests of consultancy and engineering companies, functioning as a voluntary body without statutory authority.

STATUTORY BODY Malaysia: The Board of Engineers Malaysia (BEM) is a statutory body that regulates the engineering profession, including consulting engineers.

VOLUNTARY ORGANISATION United States: The American Council of Engineering Companies (ACEC) is a national organization representing engineering companies, operating as a voluntary association without regulatory powers.

STATUTORY BODY

VOLUNTARY ORGANISATION South Africa: Consulting Engineers South Africa (CESA) is a national organisation representing engineering companies, operating as a voluntary association without regulatory powers.

Zambia: Membership for Consulting firms and Consulting individuals is a statutory requirement in Zambia. There is an ACT no. 17 of 2010 for the Engineering Institution of Zambia where this is stated under clause 19. 2 (c).

VOLUNTARY ORGANISATION Australia: Consult Australia serves as the national association for consulting firms in the built environment sector, representing company members without statutory regulatory powers.

MODULE 1: ESTABLISHING YOUR MEMBER ASSOCIATION Common purposes of objectives for member associations in FIDIC’s membership include: Industry Advocacy & Representation • Representing member interests in regulatory discussions with national and international authorities.

• Engaging with governments and policymakers to shape industry-related policies • Promoting fair and competitive industry practices without encouraging anti-competitive behaviours and/or collusion Knowledge Sharing & Best Practices • Facilitating the exchange of industry information, trends, research, and innovations, for example through conferences, events (online or in person), networking events, and other communication channels • Providing training on various areas of interest related to continued technical, contractual, personal or business development • Connecting members with other stakeholders, such as industry suppliers, related service providers to employer bodies and their employees and representatives of client bodies from the public and private sectors Standardisation & Ethical Practices • Promoting the adoption of standardised contracts and other documents (for example, FIDIC contract documents and guidelines or other regionally or locally specific contracts and guidelines) to encourage uniformity and fair and reasonable terms in engineering consultancy agreements • Advocating for ethical business practices with members (for example, through a Code of Ethics or Code of Conduct for members) and the clients they serve, sustainability and other practices that support a healthy and thriving engineering consulting sector and a healthy market

MODULE 1: ESTABLISHING YOUR MEMBER ASSOCIATION Market Development & Promotion • Strengthening the reputation of engineering consultancy by ensuring that the local Member Association’s brand becomes the recognised brand in the country (this can be enhanced by reflecting alignment with FIDIC’s global brand) • Providing members and their clients with insights into global infrastructure development trends and opportunities Collaboration & Innovation • Fostering co-operation between local consulting engineers and other related built and natural environment professions, contractors and clients • Supporting local capacity building and knowledge transfer between established member companies and startup-enterprises • Developing Committees to bring members together to collaborate and share ideas on technology and other developments that affect the future of the industry.

EXAMPLES • Consulting Engineers South Africa Constitution clause 3.1 • Consult Australia’s constitution, where the purpose is captured as the “objects” of the company in clause 1.3 • ACE New Zealand’s Rules, Rule 3

MODULE 1: ESTABLISHING YOUR MEMBER ASSOCIATION Consider your alignment with FIDIC As you work through your purpose or objective, think about your relationship with FIDIC as the global voice for consulting and engineering and federation supporting engineering consulting membership associations around the world.

You might like to align your purpose or objective with FIDIC’s mission of promoting quality, integrity and sustainability in the global infrastructure and consulting engineering industry. This will give your association weight and recognition as part of a global collective. FIDIC-affiliated industry association also offers value through alignment with FIDIC’s global standards and advocacy efforts.

Also think about how, in enacting your purpose or objective you can leverage all the services that FIDIC has to offer. For example, you can: • Collaborate with the FIDIC Academy to build capacity within your environment, including for trainers accredited by FIDIC to present FIDIC training in local languages • Facilitate training on FIDIC Contracts for members through liaison with the FIDIC Academy, where no locally available and affordable, competent training provider may be present • Leverage and adhere to FIDIC’s integrity management framework and any other available relevant guidelines and thought leadership published by FIDIC from time to time

Next steps Once you’ve set your purpose or objectives, you should consider determining your value proposition.

See our separate guidance documents on this next step.

MODULE 1: ESTABLISHING YOUR MEMBER ASSOCIATION

Determining your Member Value Proposition When you’re establishing a member association, having a clear purpose or objective is an important first step. The next step is to translate that into a member value proposition (MVP) s you can start attracting members.

A strong MVP is crucial for member associations to attract and retain members. It clearly communicates the unique benefits and value that members will receive by joining the association.

This guide provides a step-by-step approach to developing an effective MVP.

What is a member value proposition A MVP encompasses all the benefits and value provided to members of the association. It encompasses the entire membership experience, addressing both the tangible advantages and the perceived value of membership.

The purpose of a MVP is to encourage individuals to join the membership because they understand what the advantages and benefits will be and those advantages and benefits align with their needs. It should clearly articulate the unique benefits and value that your association provides to its members that they can’t get anywhere else and thereby differentiate your association from competitors.

MODULE 1: ESTABLISHING YOUR MEMBER ASSOCIATION Step 1: Understand Your Members’ Needs Understanding what your members value and need is the foundation of a strong MVP. This step involves identifying the key issues and challenges that your members face.

By understanding your members’ needs, you can tailor your MVP to address their specific challenges and provide solutions that are relevant and valuable to them, aligned to your purpose or objective.

ACTIONS • Conduct surveys and interviews with current and potential members to gather insights into their needs and challenges. Ask them what they know about your association and what they value and need from you.

• Analyze industry trends and market research to identify common issues and opportunities.

• Lay out exactly what you’ve learned about the members’ needs.

• Prioritize the most pressing pains they’re experiencing.

• Segment your members based on their needs and preferences to create targeted value propositions.

MODULE 1: ESTABLISHING YOUR MEMBER ASSOCIATION Step 2: Analyse your member needs against your purpose or objective Your members will have a range of needs but not all of them will align with the purpose or objective you have set for your association, so you need to look more closely at that. You don’t want to fall into the trap of trying to be all things to all people. You need to be very clear about your boundaries as an association otherwise you will confuse members about why you exist.

ACTIONS • Cross reference your member needs against your purpose or objective - what are the specific needs that are consistent with your purpose? These are the ones you should focus on.

• Identify the unique strengths and capabilities of your association in addressing those needs – what can you do that no one else can? You might like to as your members what they think these are.

• Determine the key benefits that your association provides to its members to help address their needs that they can’t get from anywhere else. Again, asking your members this can give you useful information to assist with this exercise.

MODULE 1: ESTABLISHING YOUR MEMBER ASSOCIATION Step 3: Align Your Value Proposition with Your Members’ Needs Once you know what needs your members have that you are best served to address because of your unique strengths and capabilities, you can craft a clear and concise MVP that communicates the unique benefits effectively and the value your association provides.

Examples include «Become a part of a thriving global community of like-minded individuals» or «Gain access to exclusive resources and opportunities not available to the general public» or “Helping raise the voices, readiness and professionalism of consultants in the built and natural environment” (ACE New Zealand).

Other areas of service that your MVP might include are: • Regulatory Support – Helping members navigate engineering contract law and procurement regulations • Networking Opportunities – Connecting members with other local companies as well as global FIDIC affiliates, contractors, and infrastructure financiers • Business Intelligence – Providing access to local and global business intelligence reports, case studies, and market research • Capacity Building – Offering access to local and global training and professional development resources • Global Representation – Strengthening members’ influence globally including through FIDIC’s advocacy at international forums.

MODULE 1: ESTABLISHING YOUR MEMBER ASSOCIATION Step 4: Test your proposed MVP with members Once you’ve set your MVP you’ll then want to test it with your members to check that it resonates with them. Make any necessary adjustments taking into account your member feedback.

ACTIONS • Test your MVP with a sample of your members through focus groups or surveys.

• Gather feedback and make any necessary adjustments to your MVP. • Ensure that your MVP is relevant and valuable to all segments of your membership.

MODULE 1: ESTABLISHING YOUR MEMBER ASSOCIATION Step 5: Communicate your MVP effectively Once you have defined and validated your MVP, it is important to communicate it effectively to your members and potential members. This step involves creating a communication plan and using various channels to reach your audience. You need to highlight how your association understands the specific challenges and needs of your members, and why you are best placed to address those.

Effective communication ensures that your members and potential members understand the value that your association provides and are motivated to join or renew their membership.

ACTIONS • Develop a communication plan that outlines the key messages and channels for promoting your MVP. • Use a variety of communication channels, such as email, social media, face-to-face member catch ups and events, to reach your audience.

• Create compelling marketing materials that highlight the key benefits of your MVP, such as a membership prospectus, simple and engaging website.

• Be consistent in how you communicate your value proposition For example, ACEC US uses podcasts and market reports to provide their members with an opportunity to be featured to expand their thought leadership. Their market reports provide expert analysis and commentary of economic conditions and business trends with respect to investments, policy, clients, and technology in various markets.

MODULE 1: ESTABLISHING YOUR MEMBER ASSOCIATION Step 6: Deliver on Your Value Proposition Consistently delivering on your MVP is crucial for building trust and loyalty among your members and leads to higher retention rates and positive word-of-mouth referrals. This step involves ensuring that your association consistently provides the benefits and value that you have promised – it’s all about walking the talk.

ACTIONS • Develop a plan for delivering the benefits and value outlined in your MVP. You’ll want to capture this in your strategy (see our separate guidance note on setting your strategy).

• Monitor and evaluate your performance to ensure that you are meeting your members’ expectations.

• Gather feedback from your members regularly to identify areas for improvement and make any necessary adjustments.

MODULE 1: ESTABLISHING YOUR MEMBER ASSOCIATION Step 7: Measure the Success of Your MVP Measuring the success of your MVP is essential to understand its impact and make data-driven decisions for future improvements. This step involves setting key performance indicators (KPIs) and regularly evaluating your MVP’s performance.

By measuring the success of your MVP, you can identify areas of strength and opportunities for improvement, ensuring that your association continues to provide value to its members.

ACTIONS • Define KPIs that align with your MVP’s goals, such as member retention rates, member satisfaction scores, and engagement levels.

• Collect and analyze data regularly to track your MVP’s performance against these KPIs. • Continue to engage with your members to gather ongoing feedback and ensure that your MVP remains relevant and valuable. Use surveys, focus groups, and one-on-one interviews to keep the lines of communication open.

• Use the insights gained from your analysis to make informed decisions and adjustments to your MVP. • Establish a process for regularly reviewing and updating your MVP to ensure it evolves with the changing needs of your members and the industry.

• Set up a schedule for periodic evaluations and make it a part of your association’s strategic planning.

MODULE 1: ESTABLISHING YOUR MEMBER ASSOCIATION Conclusion Developing a strong member value proposition is essential for attracting and retaining members in a competitive environment. By following these steps, your association can create a compelling MVP that resonates with your members and provides them with the value they are looking for.

Next step Once you’ve set your purpose or objectives and know your MVP, you should establish your governance framework. See our separate guidance documents on this next step.

CASE STUDY: COMMUNICATING AND DEFINING YOUR MVP A key tool for communicating the value proposition of your association is having a robust annual report where our members can see the breath and depth of all of the work you have done on their behalf, and it is an opportunity to showcase members also. Annual reports are more than a reporting tool, they are an advertising tool that you can share with members, stakeholders, and decision-makers to bring to life the value that you add.

For examples, you can view the ACEC US annual reports, or the ACE New Zealand annual report which is offered in an interactive website format.

MODULE 1: ESTABLISHING YOUR MEMBER ASSOCIATION

CASE STUDY: ACE NEW ZEALAND’S JOURNEY TO DEVELOP A MVP In 2021, ACE New Zealand represented 220 consulting firms working in the built and natural environment. The construction and infrastructure association market in New Zealand is crowded, so ACE decided to refine their member value proposition to ensure it remained relevant to current members and to attract new members, and so everyone would understand ACE’s role and value compared to the other associations in the market.

ACE New Zealand started by taking steps to understand member needs and its unique value proposition – what it provides to its members that they can’t get anywhere else.

This involved12 interviews with a mix of non-member organizations, large firms, small and medium member businesses. This helped ACE New Zealand identify the key issues facing the sector, such as skills shortages, legislative changes, and the need for better consultancy skills, and to identify the unique value ACE can provide to its members to address those needs – the things that ACE can do for its members that no other association currently provides: Advocacy for a healthy consulting sector, leadership to take member businesses into the future, and tools and resources to enable great consulting and strong consulting businesses.

ACE then validated their value proposition through focus groups and interviews, ensuring it resonated with both large and small member organizations. Through this process, ACE refined its value proposition to clearly articulate the unique benefits and value that ACE provides to its members. ACE is the consultants champion, elevating the voices, readiness, and professionalism of consultants in New Zealand’s built and natural environments. ACE’s three strategic objectives are directly aligned to this MVP. ACE then aligned its brand and strategy to its MVP, utilising clear communications and marketing. Having a clear MVP has helped ACE to focus in on the things that matter to members, ensuring it is spending its limited resources in the right places. In the three years since, ACE New Zealand has grown its membership by more than 50 firms, increasing revenue, visibility in the market, and influence with decision-makers.

MODULE 1: ESTABLISHING YOUR MEMBER ASSOCIATION

Establishing Your Governance Framework A Member Association (MA) represents the collective interests of consulting engineering firms in its country or territory. MAs advocate for the profession, support their member firms, contribute to national development, and engage with government and industry stakeholders.

This guide helps new and developing FIDIC Member Associations (MAs) establish an effective governance framework. It also serves as a best-practice guide for mature MAs to strengthen succession planning, role clarity, and long-term sustainability.

It is intended primarily for volunteer Board members who may not be familiar with non-profit association governance, and for Chief Executives and staff who support the Board’s work.

Why you should establish a governing board A governing board (Board of Directors, Council, or Executive Committee) is crucial for a member association as it ensures effective governance and accountability. It provides a structured approach to decision-making, which helps maintain transparency and trust among members. Additionally, a governing board fosters confidence, participation, and support, which are essential for the sustainability and success of the association.

MODULE 1: ESTABLISHING YOUR MEMBER ASSOCIATION Roles and responsibilities of the governing board Board members are not expected to manage day-to-day activities (unless the MA is too small to have staff), but rather to provide strategic direction, oversight, representation of the collective interests of the members, and accountability. Key responsibilities include: • Defining or reviewing the MA’s mission, vision, and values • Approving a multi-year strategic plan that sets long-term goals and priorities • Approving business plans and budgets • Monitoring progress on the strategic plan and adapting to changes in context • ensuring proper financial, risk management, and legal compliance, • approving governance policies and by-laws, • representing member views, • engaging members and building the MA’s credibility and influence, and • appointing and monitoring the performance of the Chief Executive Officer (if there is one).

The board is accountable to the members for how the organization runs, ensuring transparency and trust in decision-making.

MODULE 1: ESTABLISHING YOUR MEMBER ASSOCIATION Board selection, size and composition The Board are volunteers and should be elected by the membership. This makes the Board accountable and ensures the MA is governed by individuals who reflect the broader interests of its members.

Common good practices for Board selection include: • A clear and fair nominations process (e.g., managed by a nominations committee) • Published eligibility criteria and term lengths for Board roles • Rules for re-election and rotation to promote continuity • Board diversity across firm size, region, gender, and background Staggered board terms are important because doing this ensures continuity and stability within the board by preventing all members from leaving at once, which helps maintain institutional knowledge and experience. Staggered terms also allow new board members to learn from more experienced members, fostering a smoother transition and onboarding process. It also promotes a balanced mix of fresh perspectives and seasoned insights, which can enhance decision-making and strategic planning.

The size of a governing board for a member association typically ranges between five and fifteen members – fifteen members would be large and not usually recommended. This range allows for a balance between diverse perspectives and efficient decision-making. A smaller board, with five to eight members, can be more agile and reach consensus quickly, while a larger board, with up to fifteen members, can provide a broader range of expertise and resources. The ideal size depends on factors such as the size of the membership, the complexity of the association’s mission, and logistical considerations.

MODULE 1: ESTABLISHING YOUR MEMBER ASSOCIATION Officer roles such as President, Vice-President, Treasurer are recommended and may be elected directly by members or selected internally by the Board depending on the MA’s constitution. Boards should also consider creating an emerging director role to support the growth of future directors across the membership.

The Board should include individuals who bring diverse perspectives, represent a cross-section of the membership, and are committed to the success of the MA. By having a diverse and committed board, the association can build credibility, engage members, and maintain transparency in decision-making. This structure fosters confidence, participation, and support, which are essential for the sustainability and success of the association.

Board size, election rules, term limits, and officer roles (e.g. President, Treasurer) should be defined in the constitution or by-laws.

Succession and Continuity Leadership transitions are a normal part of governance. To ensure smooth handovers: • Define Board term lengths and limits • Stagger terms so not all Board members leave at once • Consider having a Vice President or President-Elect to prepare for succession • Document key Board decisions and policies for future reference Use an annual planning calendar to track recurring governance activities (e.g. AGMs, reporting deadlines, budget cycles, risk and policy reviews, CE performance reviews).

MODULE 1: ESTABLISHING YOUR MEMBER ASSOCIATION Board Code of Conduct and Conflict of Interest Board members must act in the best interest of the MA — not their own firm. This is especially important in associations that advocate for the business and commercial interests of its members.

Each MA should adopt a role description for Board members and a clear code of conduct policy.

Board members should: • Act honestly, transparently, and in the best interests of the association as a whole • Treat fellow Board members, staff, and stakeholders with professionalism and respect • Support decisions made by the Board, even when they reflect a diversity of views • Avoid using their position for personal or commercial advantage • Uphold the reputation of the association through ethical and responsible behaviour • Refrain from any actions that could undermine trust in the MA, including collusion or anti-competitive conduct • Declare potential conflicts at the start of each meeting • Recuse themselves from discussions and votes where a conflict exists • Sign an annual acknowledgement of conduct This protects the integrity of the Board and builds member trust. It is also important to the MAs credibility with government and stakeholders.

Consider integration with FIDIC’s Integrity Management System (FIMS) for ethical governance.

MODULE 1: ESTABLISHING YOUR MEMBER ASSOCIATION Board Orientation and Director Onboarding New Board members need support to contribute effectively. Provide an orientation that covers: • The MA’s mission, structure, and key documents (by-laws, policies) • The roles and responsibilities of Board members and the Chief Executive (if there is one) • The strategic and business plans • The legal context in which the MA operates and any director duties or liabilities for Board members • What to expect in a Board meeting and how to access agendas and papers A simple handbook or welcome package helps new directors understand expectations and become active contributors more quickly. Alongside this, consider: • Assigning a senior Board member buddy to new Board members or Board members with limited governance experience • Offering general governance training – this doesn’t need to be expensive. Check in with your local Institute of Directors to see what’s available, or offer new Board members training through an affordable online module like Tick for Governance or your local equivalent • An introduction call for new Board members with the Board Chair to discuss the Chair’s style and expectations

MODULE 1: ESTABLISHING YOUR MEMBER ASSOCIATION Board Accountability to members Annual report and Annual General Meeting The Board should prepare and present an annual report (in accordance with any national legal requirements) that includes: • A summary of key activities and progress against the strategic plan • Financial highlights or full audited statements (if required) • A message from the Chair or President • Priorities or key issues for the coming year This report may be presented at the AGM, sent to members in advance, and/or published on the MA’s website.

The Annual General Meeting (AGM) is the formal mechanism through which the Board is held accountable to members and where key decisions are made. The rules and requirements surrounding the AGM should be clearly defined in the MA’s constitution or by-laws and must be followed carefully to maintain transparency and trust.

The AGM typically includes: • Presentation of the annual report (activities, progress, and finances) • Presentation and approval of audited financial statements (if applicable) • Election or confirmation of Board members and officers • Approval of any bylaw changes or major governance matters • A forum for members to ask questions and provide feedback

MODULE 1: ESTABLISHING YOUR MEMBER ASSOCIATION Often an AGM will also include a vote of thanks to the MA’s volunteers and a welcome to new members, and approval or presentation of the budget for the upcoming or current year.

MAs should ensure members receive adequate advance notice of the AGM — in accordance with any national laws — to allow time to prepare, attend, and participate meaningfully. The notice period should include a notice period for any member who would like to raise a formal motion (point of decision) at the AGM. The procedure and notice period for an AGM should be recorded in the MA’s constitution or bylaws.

Ongoing accountability to members The Board must be accountable to the membership throughout the year — not just at the AGM. This includes: • Transparent communication about Board decisions and activities • Opportunities for members to engage, comment, or raise issues • A culture of responsiveness and openness to member feedback • Sharing meeting summaries, key documents, and plans (as appropriate) A strong link between the Board and membership increases confidence, participation, and support — and is the foundation of a sustainable association.

Legal Context and Risk Awareness Each MA operates within a different national legal and regulatory framework. While this document provides general guidance, associations must ensure that their governance practices align with local laws regarding non-profit organizations, liability, anti-corruption, financial oversight, and reporting obligations. This may include, for example, EU Competition Law, U.S. Sherman Act, UK Competition Act, China (Anti-Monopoly Law), Australia (Competition and Consumer Act), Brazil (CADE Regulations) and other applicable engineering procurement regulations.

MODULE 1: ESTABLISHING YOUR MEMBER ASSOCIATION Board members should be aware of their legal duties and the potential risks associated with their role. These may include: • Claims of negligence or failure to act in the association’s best interests • Disputes related to contracts, employment, or financial and/or information privacy mismanagement • Reputational damage resulting from poor governance or member dissatisfaction To mitigate these risks, MAs should consider: • Directors and Officers (D&O) liability insurance, where available • Clear governance policies, including decision-making protocols, delegations and record-keeping • A risk register that is regularly reviewed and updated • A business continuity plan including in response to an IT or cyber security threat • Regular Board training or orientation on legal responsibilities, including anti-trust, competition law and anti-corruption practices • Consulting with legal professionals when updating constitutions or by-laws A governance framework for a FIDIC-affiliated industry association must ensure compliance with global anti-trust laws.

MODULE 1: ESTABLISHING YOUR MEMBER ASSOCIATION Governance Without a Chief Executive In small or early-stage MAs, the Board may also act as the management team. This is common, but it brings risks of unclear roles, volunteer burnout, and inconsistency. In this case: • Elect individuals to serve as officer bearers of the association, for example, Chairperson, Deputy Chairperson, Treasurer and Secretary being the main initial core team of volunteers that serve to establish the MA and carry out the functions of the Board until the MA is ready for a more formalised governance structure • Assign operational roles (e.g., communications, finance) to individuals or small working groups • Keep good records of who is responsible for what • Schedule regular check-ins on operational tasks and governance matters Even volunteer-run MAs should aspire to separate governance and management roles when resources allow. Hiring even part-time administrative support or appointing a volunteer Chief Executive improves clarity and sustainability.

The Role of the Chief Executive and Staff Under circumstances where an association has grown in stature and member numbers, and where financial security becomes evident, the Board should appoint a full time Chief Executive/ Executive Director who would then become responsible for operational execution of the strategy and organisation. This helps take the load off volunteers and ensures the long-term sustainability and success of the association.

The Chief Executive (Executive Director, CEO, or equivalent) is the Board’s single point of accountability for operations. All staff, if any, report to the Chief Executive — not to the Board or its members.

MODULE 1: ESTABLISHING YOUR MEMBER ASSOCIATION Core responsibilities of the Chief Executive will include: • Developing an annual business plan and budget aligned with the strategic plan • Managing the MA’s operations, services, and events • Supervising and supporting staff • Representing the MA to stakeholders • Reporting regularly to the Board on progress and challenges If the Chief Executive identifies that the business plan or budget is off track, they must notify the Board, explain the reasons, and propose adjustments. This transparency allows the Board to support timely decision-making.

Boards must clearly define what authority is delegated to the Chief Executive and where limits apply (e.g., financial approvals, contracts).

Board Meetings and Decision-Making The Board should meet regularly — monthly or quarterly — to review performance, make decisions, discuss trends and plan for the future.

Good practices include: • Preparing and circulating an agenda and any papers before each meeting (usually a week before) • Using minutes to record decisions and assign follow-up actions • Recording any conflicts of interest (real and potential conflicts) in an Interests Register • Defining quorum (minimum number of Board members needed to proceed)

MODULE 1: ESTABLISHING YOUR MEMBER ASSOCIATION • Using simple rules for making decisions (majority vote or consensus, and whether the Chair has a casting vote) • Keeping meetings focused on key priorities and strategic oversight Some associations use Board management software to hep them manage their Board ad meetings effectively, such as BoardPro, Stellar, or Diligent.

Financial Oversight The Board is responsible for approving the annual budget, monitoring financial performance, and ensuring that the MA remains financially sustainable. Key actions include: • Reviewing financial reports regularly (typically quarterly) • Approving major expenditures and signing authority policies • Maintaining reserve funds when possible • Reviewing and approving audited financial statements (if required) The Chief Executive (or treasurer, in small MAs) prepares and manages the budget but must work within board-approved limits and report on any significant variations.

For start-up MAs, as soon as subscription fees and other sources of revenue are accumulated, it is imperative that adequate record keeping on finances are put in place – this usually happens under the custodianship of the Treasurer. In a more developed association where an executive management team is in place, these functions are delegated to the CEO and the Finance Manager of the association, with the Boad exercising oversight on the adherence to good governance principles and the effective and efficient use of the resources of the association as noted above.

MODULE 1: ESTABLISHING YOUR MEMBER ASSOCIATION Committees and Working Groups It is usual for Boards to establish committees to help share the workload and focus attention on specific areas. These may include: • An Executive Committee for urgent decisions between Board meetings • A Finance or Audit Committee to support budgeting and financial and risk oversight • A performance remuneration committee to oversee the Chief Executive’s remuneration and performance management (if there is a Chief Executive) • Membership, Advocacy, Events, or Technical Committees as required Avoid having too many standing committees unless you have the capacity to support them. Small MAs may prefer ad hoc task groups.

Each committee should have clear terms of reference and report to the Board on their activities at each meeting.

Next steps Once you’ve set your governance structure, you should consider determining your membership and membership criteria.

See our separate guidance documents on this next step.

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