President-Elect Planning Guide
Victoria Coolbaugh Executive Director Nevada Justice Association
2020-2021 PRESIDENT-ELECT PLANNING
TABLE OF CONTENTS 2019-20 Executive Committee Roster.......................................................................... 2 2019-20 Important Dates and Deadlines ..................................................................... 3 NATLE’s Mission ..........................................................................................................4 2018-19 Strategic Plan Summary.................................................................................5 Future Considerations.................................................................................................. 7 Existing Structures, Committees ................................................................................... 8 Your Appointments ....................................................................................................10 Proposed Committees and Chairpersons ................................................................... 11 Nominating Committee ............................................................................................. 11 Proposed Program Chairpersons ................................................................................12 NATLE Past Program Chairs and Committees ............................................................. 13 Leading Meetings ...................................................................................................... 14 Board Agenda Filter................................................................................................... 15 Fiscal Year-End Financial Reports ...............................................................................16 Bob’s Rules of Order .................................................................................................18 Robert's Rules of Order Motions Chart ......................................................................19 NATLE Bylaws (Amended 2016) ................................................................................21 Adopted Policies .......................................................................................................29 Executive Director’s Contract of Employment ............................................................ 34 The Board's Duty of Foresight.................................................................................... 39 The Transition ............................................................................................................ 43
2018-2019 NATLE Executive Committee
President Tiffany McGee, CAE ED Since: 2014 email@example.com 512-476-3852 Cell 512-970-4327 Chief Executive Officer Texas Trial Lawyers Association 1220 Colorado, Suite 500 Austin, TX 78701
Robert “Robby” Abboud Joined: 2014 firstname.lastname@example.org 225-242-482 442 Europe St. Events & Communications Technology Development Louisiana Association for Justice Baton Rouge LA 70802-6406
President-Elect Victoria Coolbaugh ED Since: 2010 email@example.com 775-883-3577 x3 Cell 775-544-6052 Executive Director Nevada Justice Association 406 N Nevada Street Carson City, NV 89703-4624
Juliette Bleecker ED Since: 1999 firstname.lastname@example.org 415-956-6401 Cell 415-748-2591 Executive Director San Francisco Trial Lawyers Association 311 California Street Suite 620 San Francisco, CA 94104
Secretary Emily F. Hurt ED Since: 2012 email@example.com 404-522-8487 x32 Cell 404-593-7141 Executive Director Georgia Trial Lawyers Association 101 Marietta Street, Suite #3350 Atlanta, GA 30303 Treasurer Carla M. Ferrucci ED Since: 2009 firstname.lastname@example.org 612-375-1707 Cell 612-532-5060 Executive Director Minnesota Association for Justice 706 Second Ave S 140 Baker Bldg Minneapolis, MN 55402 Imm. Past President Matthew Hass ED Since: 2009 email@example.com 501-376-2852x105 Cell 501-772-8826 Chief Executive Officer Arkansas Trial Lawyers Association Post Office Box 3486 Little Rock, AR 72203
Barbara Jorden ED Since: 2012 BJorden@itla.org 208-345-1890 Executive Director Idaho Trial Lawyers Association Post Office Box 1777 Boise, ID, 83701 Joan D. Maloney ED Since: 2018 firstname.lastname@example.org 860-522-4345 Cell: 208-870-3855 Executive Director Connecticut Trial Lawyers Association 150 Trumbull Street, FL-2 Hartford, CT 06103
Valerie O'Brien ED Since: 2016 email@example.com 804-502-1143 Cell 804-502-1143 Jennifer Lauren Comer ED Since: 2010* Executive Director firstname.lastname@example.org 603-998-7252 Virginia Trial Lawyers Association Cell 603-998-7252 919 E. Main Street Executive Director Suite 620 Workers Injury Law & Advocacy Group Richmond, VA, 23219 71 NH Route 104 Suite 4, #33 *Executive Director for NH and MA Meredith, NH, 03253 before WILG. Maresa Taylor Fawns ED Since: 2003 email@example.com 502-339-8890 Cell 502-641-7760 Chief Executive Officer Kentucky Justice Association 10602 Timberwood Circle Suite 8 Louisville, KY 40223 Paul Jess ED Since: 2017 firstname.lastname@example.org 850-224-9403 Cell: 850-251-4292 Executive Director Florida Justice Association 218 South Monroe Street Tallahassee, FL, 32301-1824
Kathleen Wilson, CAE, Executive Director ED Since: 1999 email@example.com 850-668-6905 Cell 850-559-5167 1400 Village Square Boulevard, Suite 3-138 Tallahassee, FL 32312
2019-21 IMPORTANT DATES AND DEADLINES Proposed Dates for Executive Committee Meetings VC, please look over your schedule and determine when you would like to schedule conference call meetings. We may discover that we do not need a call, but it helps ensure attendance if we plan ahead. August to December are 2020; January through July are 2021.
August: September: October: November: December: January:
_________________________ _________________________ _________________________ In-person at the GAC _________________________ _________________________
(February) Only if quorum at Winter Mtg March: ________________________ April: ________________________ May: ________________________ June: ________________________ July: In person at Annual Meeting
Conﬁrm GAC Conference Commi7ee members. Begin contac2ng poten2al commi5ee and program chairs
Iden2fy and conﬁrm all commi5ee and program chairs. Program development for GAC begins. Start fundraising eﬀorts for Installa<on Recep<on taking place in July.
Par2cipate in the Annual Mee2ng and assume oﬃce.
2020 October Par<cipate in AAJ Leadership Summit (May be in Sept.) Plan agenda for EC and Business Mtgs at GAC. Winter Mtg Program Development begins.
2021 January Review with Kathy any outstanding items and progress on program development, strategic plan, etc.
Provide NATLE staﬀ with dates for Execu2ve Commi5ee calls and mee2ngs and any chairs not already appointed. Appoint 2021 Winter Pgm Chair.
2020 November Execu2ve Commi5ee/Business Mee2ngs at GAC. Review and sign the tax forms.
2021 February If not in session, par2cipate in Winter Mee2ng.
2020 May - June June: GAC Program completed and all speakers conﬁrmed Finalize fundraising eﬀorts for Installa<on Recep<on in July.
2020 September Review EOY ﬁnancial reports and prepare for budget adop2on in November. (Par2cipate with staﬀ in ASAE Leadership Program?)
2020 December Week 1: Winter Mee2ng program complete
2021 March Mid-year Execu2ve Commi5ee Conference Call? Gauge success of mee2ng objec2ves and goals.
2021 June - July
Call President-Elect to oﬀer advice and instruc2on to ensure a smooth transi2on.
Review past year’s accomplishments and prepare for transi2on with President-Elect. Convene an ED Review Commi5ee.
Create agendas for EC & Bus. Mtgs. Pass the gavel at the Annual Mee2ng
NATLE’S MISSION The mission of the National Association of Trial Lawyer Executives is to create opportunities for growth, knowledge sharing and fellowship among trial lawyer associations worldwide to further their missions and objectives.
PAST STRATEGIC OBJECTIVES These objectives identified from the 2006 strategic planning session remain relevant. 1. Expand NATLE’s association management development programming. 2. Increase TLA revenue generating and cost reduction opportunities. 3. Take a leadership role in directing proactive state legislative strategy. 4. Strengthen NATLE’s position as a partner with AAJ. The objectives from the 2014 strategic planning session: 1. Continuing to strengthen and define our relationship with AAJ. 2. Increasing the value of NATLE membership to regular and associate members and increasing membership with associate members and perhaps additional categories. 3. Enhancing educational opportunities with webinars and building an educational library. 4. Creating additional affinity-type sponsorship opportunities for members to provide NATLE with additional revenue and specifically to support the JRC. Planning, whether you name it strategic or something else, is always important in my opinion. The ability to change the plan quickly when needed is equally important. The goal is to be fluid while never losing sight of where we are headed.
2018-19 Strategic Plan President Matthew Hass, CEO Arkansas Trial Lawyers Association Objective: Mission Statement Responsible: Juliette Bleecker, Christine Sterkel Due February 1, 2019 Status: Complete The mission of the National Association of Trial Lawyer Executives is to create opportunities for growth, knowledge sharing and fellowship among trial lawyer associations worldwide to further their missions and objectives. Objective: New Member Welcome List Executive Committee to call and welcome, invite to conference Responsible: Kathy Wilson Due: Before every meeting Status: Ongoing Objective: New Member Welcome Plan Responsible: Carla Ferrucci, Valerie O’Brien, Kathy Wilson Due January 15, 2019 Status: In Progress
Our listservers are your fastest way to answers from members who are walking in your shoes. The general [natle] list includes all members, the CEO and select AAJ staff.
We offer opportunities to earn nondues revenue for your association, often while providing valuable services to your members.
New Member Info New Member
With Annual and Winter Meetings focusing on association management and a Governmental Affairs Conference focused on legislative and political activities, there’s always an opportunity to learn the latest and best ways to help your organization reach its goals.
Whether in the office or at the capitol, we’re here to ensure your ability to protect and ensure justice for all. To do that, your organization must be thriving with members and givers, too. We can help with that.
The board governs and you manage. The Leadership Symposium is the best place for you and your elected leaders to learn the best ways to do this ensuring a successful relationship between leaders and staff.
When the going gets tough there’s nowhere you’d rather be than with colleagues who know exactly what your challenges are. We always have your back.
ABC Justice Association Ella@abcja.org
o: 555-333-2323 c: 555-222-1234
Next Event Date
Welcoming Actions see comment
Maximum Days Out
To Be Done Date
Tuesday, January 8, 2019
Wednesday, January 9, 2019
3rd Communication Announcement to Members
Wednesday, January 9, 2019
Thursday, January 10, 2019
Tuesday, January 15, 2019
Thursday, January 31, 2019
Friday, February 15, 2019
National Association of Trial Lawyer Executives ✯ firstname.lastname@example.org ✯ www.natle.org
Objective Short & Sweet: Introduce myself, congrats on job, welcome to NATLE. Follow up to initial phone call, include listserv & JRC info, basic information about being a member. President is copied and others if appropriate. Quick welcome in response to cc: from Wilson's email. Message to NATLE list welcoming new member. Help them figure out the best place to start with their membership such as the general listserv. Introduction, discuss ED-only listserv and JRC/State Affairs. Just checking in. "How can I help you today?" State purpose of upcoming meeting/webinar.
A Welcome flyer has been produced for distribution to new members at meetings and through email. A sample of the flyer is below and a worksheet of assignments for welcoming new members by the EC is complete. Objective: Meeting With Kent Hughes MemberCentral Issues, newer execs not happy/leaving Responsible: Kathy Wilson Due December 31, 2018 Status: Complete After speaking with the new execs who were at the Seattle luncheon, and who use MemberCentral, no one indicated that they were at the point of dropping out. There were serious concerns however, primarily in the area of training, and help from MC support staff. Following these calls, Kathy had a call with Kent about the dissatisfaction among quite a number of NATLE Member Central users. He said he would contact the TLA users himself to learn how they can improve. He also decided to do a “TLA User Summit” in conjunction with the Winter Meeting, but, the program committee didn’t like the idea so I suggested that he do a webinar instead and consider it for the Annual meeting. Objective: Member Engagement Responsible: Kathy Wilson Due January 1, 2019 Status: Completed the report, need volunteers for reaching out to those not engaged enough. Objective: Looping in Linda Lipsen Responsible: Anne Doohan Due November 14, 2018 Status: Complete Objective: TLA Member Research Responsible: Jason Porter Due after January 1, 2019 Status: Unknown Objective: AAJ COP Informing them of the Leadership Symposium Responsible: Tiffany McGee, Anne Doohan Due at Annual Meeting/COP Meeting Status: Scheduled
FUTURE CONSIDERATIONS The many staff changes at AAJ over the years have certainly had an impact on NATLE and our members. Keeping Daniel Hinkle and allowing him the flexibility to work from home was a positive move, demonstrating commitment by AAJ to keeping State Affairs up to speed for NATLE members. It’s unfortunate that Kathryn Higgins only lasted about a year in State Affairs assisting Daniel. Are there ways we can work more closely with AAJ? How do you envision the organization in five years? 10 years? Organizationally, we need to be ready to change direction and respond quickly if outside forces or disruptions have potential for critical impact on NATLE members. The alternative business structures for law firms, fewer young lawyers going into PI work, self-driving cars, and online legal services are just a few potential impacts for members’ firms. How can NATLE help our members help their members prepare for the future? The number of new executive directors has certainly impacted the makeup of our membership. It is an interesting dynamic to address and of which to be cognizant, specifically concerning the loss, or potential loss, of historical memory. The new executive directors are not making the same voluntary contributions that their predecessors made, nor are they bringing staff to meetings in the numbers that their predecessors did. Through my early years with NATLE we had a strong culture of giving. During the downturn in the economy we saw a decline in contributions and then it picked up in the 2012-2014 fiscal years. Voluntary contributions are now quite stable but time will tell. We should work to enforce a greater culture of giving among the newer executive directors. Revamping the mentoring (or buddy) program is important in this regard, I believe, but some of your predecessors disagreed; what are your thoughts on a mentoring program?
☞ What are your ideas for NATLE’s future?
EXISTING STRUCTURES The work of many committees over the years has been responsible for the growth NATLE has enjoyed and has played an important part in accomplishing our mission and objectives. As NATLE has evolved and we have analyzed the effectiveness and profitability of certain committees, many have been phased out. Rather than adding committees, timelimited tasks or working groups are more effective today. Whatever direction you choose, NATLE requires a solid volunteer labor force for success. (Where you see “Action Needed” there is a worksheet for these items on page 13.)
Committees ☞ Action Needed: Consider which of these you wish to continue and determine chairpersons. It’s also a good idea to ask Carla (assuming she’ll follow you) if she’d like to choose vice-chairs so we have a smooth transition and historical knowledge. Awards—Jennifer Comer was chair 2017-2018, but declined for last year. This Committee has the responsibility of developing criteria for selection and a recipient selection process for a/an award(s). The award established by the 2007 committee is the Excellence in Leadership Award (Marcia Shanor, sole recipient). The awards given since 2016 include Publication of the Year, CLE Program of the Year, Innovator of the Year and Listserver Contributor of the Year. A governmental/legislative award has also been suggested, as has an award or something presented to retiring executive directors. ☞ Action Needed: Last year we had the smallest number of entries so I suggest we skip the coming year. Please let me know if you agree; otherwise, a chair and committee are needed. Bylaws—Al Smith is being asked to revise the section on executive committee vacancies. (Larry Park was chair for the last major overhaul in 2015.) Finance—As you know, the treasurer is historically the chair of this committee. The purpose is to ensure accountability for the financial operations of NATLE. It’s important that it continue and I believe the best size is no more than 4 members plus the treasurer serving as chair. The Treasurer chooses the committee members but that doesn’t mean you cannot make suggestions or appointments. Scholarships—Valerie O’Brien was chair for 2019-20, Alison Dodge, and Nancy Drabble served. This committee has three members who each rotate into the position of chair before rotating off. Alison is chair during your term. ☞ Action Needed: You must appoint one additional member who will rotate as chair and will serve with Alison and Nancy.
EXISTING STRUCTURES continued Sponsorships—Matthew Hass been chair. The purpose of this committee is to determine additional revenue streams for NATLE, especially programs like the successful SBA Justice Loans. This is a crucial committee and needs a strong leader. ☞ Action Needed: Since Hass is retiring, we need a new person to head this up. It’s immensely helpful to have a chair who can participate in vetting companies along with Jeanie and I. Membership—You were the last chair in 2015. The committee recommends strategies to increase membership; reviews NATLE’s products and services and reports its recommendations for new or improved products and services to the Executive Committee. Previously, the committee made recommendations regarding dues amounts and bylaw amendments defining membership classes. This committee developed the Executive Director’s Training Manual and then the mentoring program that Suzanne Keith chaired 2007-2014. As you know, in 2015 the committee conducted membership surveys and analyzed ways to increase involvement of associate members and enhance overall member satisfaction. The results were used in the strategic planning session that Corny facilitated but not much else was done with the survey results. Education (inactive) —This committee was established and charged with meeting the 2002 strategic objective to “Expand NATLE’s association management development programming” in ways other than our traditional live programs, such as with webinars or other creative educational programming. ☞ Action Needed: Let’s discuss having an Online Education committee, or simply a chair, to develop online programming for members. Compensation Survey—This task force had the responsibility for the design, distribution, collection, and reporting of statistics relating to executive compensation among NATLE members. (Holly Bennett did the 2008 and 2012 surveys.) In 2014-15 Beth Bernard created a compensation survey that was used until the 2018 survey. Jennifer Comer volunteered to do the 2019 compensation survey and did one this year for a small subsection of the membership. ☞ Action Needed: A chair to work with me in developing a new survey for those whom Comer didn’t include.
Committees recommend, the board reviews and approves, and staff implements. Page 9
YOUR APPOINTMENTS Whether you decide to appoint new or utilize existing committees, you are included on all of them (ex-officio or officially if you want to vote, up to you). One weakness that has existed in the past with the committees is in the area of communication to the general membership. Ideally, I would like to have more written or oral reports from committee chairs, especially during business meetings. More often than not, executive directors chair committees. It is worth considering associate members in this role, especially if they are part of a larger staff—of course with the support and approval of the CEO. Since the number of programs and services has increased over the years, we have a need for more active volunteers. With any committee or working group, careful consideration should be given to the appointment of the chairpersons to ensure that they accomplish their goals during your term. Once you identify your chairs for committees and programs, I will communicate the responsibilities below to make certain the person understands what we expect of them. An initial invitation from you is always helpful, and I will follow up with an email confirming their responsibilities.
The Duties of a Chairperson Determining meeting times/dates. These can be by conference call or in conjunction with regularly scheduled NATLE meetings. Motivating the committee members and ensuring accountability. The chairperson as leader should continually motivate and support the members to achieve the appointed objectives. In addition, the chairperson has the responsibility to follow up with anyone not fulfilling promised tasks or projects. Keeping the meeting on time. Everyone's time is valuable and often time for these meetings is squeezed between other commitments. Don’t punish punctuality by waiting for the latecomers before starting. Keeping the meeting focused. Following comments, sum up what was said and how it relates to the agenda item being discussed. Ask for further discussion or a motion and keep it moving. Taking the minutes. During the meetings, whether by phone or in person, I will take notes for comparison with the chairperson’s own notes. However, following the meeting, it is the chairperson’s responsibility to compile the meeting minutes and send to me for distribution. Scheduling the next meeting. It is usually expedient to do this with everyone present, especially on conference calls as people can usually reference their calendars.
☞ Action Needed: Your Proposed Committees and Chairpersons Committee
*Not a chair, just an additional member.
Nominating Committee The Nominating Committee is our only bylaw mandated committee and must make a report to the membership no less than 30 days prior to the annual meeting of their slate of nominees. Here’s what the bylaws say. The President-Elect serves as chair so you will be chairing during Tiffany’s term as president. Article VII. Nomination and Election of Officers and Executive Committee Section 1. Nominations The president-elect shall serve as chair and appoint the members of the nominating committee, which shall include the president, the president-elect, the vice-president (until this position is eliminated after the 2017 election) and four regular members (there shall be five regular members after the 2017 election). The president-elect shall not appoint any other current members of the executive committee to serve on the nominating committee. Members who intend to seek a position of secretary, treasurer or at-large member may not serve on the nominating committee. The nominating committee shall prepare and submit to the regular membership, not fewer than thirty days prior to the date of the annual meeting, nominations for the officers and four at-large members of the executive committee of the association.
Calendar Item: We will discuss your five selections for this committee in February 2020.
2016 Nominating Committee Al Smith, President
2017 Nominating Committee Larry Park, President
2018 Nominating Committee Jason Porter, President
2019 Nominating Committee Matthew Hass, President
Lawrence Park, Chair, Al Smith Jason Porter Ginger Avery Carolyn Donofrio Maresa Taylor Fawns John Sadwith
Jason Porter, Chair Larry Park Matthew Hass Jennifer Comer Marcia Shanor Connie Koury Brad Lint
Matthew Hass, Chair Jason Porter Marcia Shanor Connie Koury Brad Lint Cornelius Larkin Ginger Avery
Tiffany McGee, Chair Matthew Hass Ginger Avery Linda Langston Al Smith Connie Koury Suzanne Keith
PROGRAMS Program committees have worked well to share the workload among very busy volunteers. It is recommended that you consider about 4 individuals from different TLAs on the Annual and Winter program committees, and 5 max for the GAC. When committees are larger group think takes over and people are less likely to step up to do the work. It is also helpful to have perspectives from organizations that vary in size and scope. Please use the worksheet below to name your program committees.
Your ideas for improving programs
Proposed Program Chairpersons Please refer to the program chairs on the next page for past assignments.
Program 2020 Annual Meeting Washington, D.C. Need by December 2019
Chair(s) Juliette is working with a team on the Membership Summit Part 2 topics. Let’s discuss.
Program Committee Mary Zambri, Alison Dodge, Valerie O’Brien are already working on a social event.
2020 Governmental Affairs Conference Columbus, Ohio Need by January 2020 Tiffany has been doing it solo but I recommend choosing people to work with her. Let’s discuss.
2020 Leadership Symposium
2021 Winter Meeting Palm Springs, California Need by September 2020
NATLE Past Program Chairs and Committees
MONTREAL Dianne Halcovitch, Amanda Gazlay, Paul Dullea, Emily Wring, Steve Prince, Lisa St. Pierre
PALM DESERT Linda Langston, Chair, Juliette Bleecker , Laurie Klimchock , Stewart Zanville , Christine Sterkel , Bonnie Benitez and Beth Bernard, Prez
DENVER Al Smith, President-Elect Carol Taylor Beth White Steve Pontoni Kirpal Singh
LOS ANGELES Al Smith, Cindy Cantu, Juliette Bleecker, Laurie Klimchock
BOCA RATON, FLORIDA No committee. KW created program and recruited speakers.
LAS VEGAS Larry Park, Bill Clark, Victoria Coolbaugh, Julie Ostrovsky, Bentley Doyle, Zoe Taylor, Kirpal Singh, Kaylyn Kardavani, Anna Schweidel
BOSTON July 22-25, 2017 Jason Porter, Emily Hurt
AUSTIN February 11-14, 2017 Tiffany McGee, Chair Juliette Bleecker
LOUISVILLE Nov. 10-14 Maresa Fawns, Chair
DENVER Christine Sterkel, Chair Katie Johnstone, Laurie Klimchock, Debra Lee Julie Whitacre Ashley Williams
MAUI February 4-6, 2018 Linda Langston, Co-Chair Christine Sterkel, Co-Chair Liz Berry, Juliette Bleecker Cindy Adair, Steve Pontoni
SEATTLE Liz Berry, Captain of Fun Larry Shannon Beth Bernard Bill Clark Callie Denton Matthew Hass
SAN DIEGO Tiffany W. McGee, Chair Bonnie R. Benitez Juliette Bleecker Laurie Klimchock
MIAMI BEACH Chair Paul Jess John Brazzell William Cotterall Sara Crumb Alison Dodge
CHICAGO Tiffany W. McGee, Chair Justin Bailey Bill Cotterall Jim Collins Daniel Hinkle Steve Pontoni Alex Winslow
Governmental Affairs Conference
John Van Doorn, Ginger Avery Joel Carlson, Carol Taylor Warren Mathies
LEADING EXECUTIVE COMMITTEE AND BUSINESS MEETINGS Ginger Avery instituted the use of consent agendas during her term but they’ve not been used since. If you’d like to use consent agendas, let me know. Prior to executive committee and membership business meetings, I will work with you to develop all agendas. Note: At your first meeting you might ask for input from those present to suggest items they would like to see on future agendas. You clearly don’t need to be told how to run a meeting, but some of this might prove helpful. Start each meeting on time by calling the meeting to order. Please don’t punish those who are on time by suggesting we wait for others to join, I call this punishing the punctual. Doing so only rewards people for not being on time and perpetuates the bad habit. It helps to remind the secretary that they should take notes to ensure that my minutes don’t miss anything. I will start recording the meeting when you call the meeting to order (recordings are destroyed once I produce the minutes). If we are on the phone, I will do a roll call. You should ask for motions where appropriate and ensure that there are orderly discussions that stay on point. Included with this workbook is a list of the motions (a “lite” version) from Robert’s Rules of Order for your reference. Also included is something called “Bob’s Rules of Order” which I believe we should adopt as they’re more practical than Robert’s. (I always bring a copy of Robert’s Rules to each meeting in case we need it, although our bylaws don’t stipulate their use.) Make sure that everyone participates in all meetings by asking for input especially if you see (or notice on a call) that someone is not actively participating. Some are reluctant to speak up even though their contributions are important and needed.
Some Other Helpful Tips Focus on the future; encourage members to be visionary, not tactical. For agenda items requiring action, allow sufficient time for discussion to allow for opposing points of view, clarification of ideas and expression of personal viewpoints. If an item needs energy and fresh ideas, put it early on the agenda. If an issue is potentially divisive, consider its place in the agenda carefully. You may want to sandwich it between less controversial issues. Don’t dwell too long on trivial items. Add a time limit on all or some agenda items and stick to it. Minimize oral reports of old business, perhaps by requiring written reports. Be alert to antitrust violations. Urgent items must come before those that can wait. End the meeting with a unifying item. The mission statement is a good guide for any ideas or suggestions that are way out there. Also, the “Board Agenda Filter “on the next page is handy.
BOARD AGENDA FILTER How does the board know if an agenda item is ready for discussion? Does the agenda have items of significance that advance the mission and goals? The “filter” helps separate routine reports from calls for action. (Many agendas are primarily committee and officer updates that could be handled by a “consent” item.) Use the filter to determine if an issue: 1) aligns with the strategic plan, 2) has been evaluated before calling for action, 3) is ready for a knowledge-based discussion, and 4) is set for a vote.
Bob’s Rules of Order For most organizations in which people share a sense of trust and a common vision, these simple rules are enough to run meetings in a friendly yet efficient manner— without the need for using hundreds of specific and sometimes obscure rules of parliamentary procedure. Rules of Order To speak at a meeting, a person must be recognized by the chair. Only one person can be recognized at a time. A main motion must be made and seconded before discussion can begin on any proposal for action. Only three things can happen to a main motion: It may be amended, tabled, or either adopted or rejected. An amendment can be debated, amended itself, and finally adopted or rejected by a majority vote of those voting. If it is adopted, it becomes part of the main motion. If it is rejected, the debate returns to the main motion. A motion to table requires a majority vote of those voting. If a main motion is tabled, it cannot be brought up again at that meeting. The main motion (as amended) can be adopted, or rejected by a majority of those voting. Once the main motion has been voted upon, there can be no further discussion of it. After sufficient debate has taken place on an amendment or a main motion, anyone can “call the question”--i.e. move to end debate and proceed immediately to a vote. This can be done either “informally” or “formally”. a. If the question is called “informally”, the chair asks if everyone is ready to vote. If there is no objection, an immediate vote is take, with no debate allowed. b. If someone objects to ending the debate, an immediate vote with no discussion allowed is taken. If two-thirds of those voting wish to end debate, then no more discussion is allowed. If less than two-thirds vote to end debate, then discussion continues until someone else “calls” the question. A motion to adjourn a meeting can be made at any time. There is an immediate vote, with no debate allowed. If a majority of those voting wish to adjourn, then the meeting is adjourned. If less than a majority wish to adjourn, then the meeting continues. Under “Bob's Rules of Order” all other questions regarding the running of the meeting should be decided by the chair on the basis of...common sense! If someone tries to speak out of turn or disrupt the meeting in any way, the chair can rule that person “out of order”. If anyone objects to any decision by the chair, that person can “challenge the ruling of the chair”. When this occurs, each voting participant—including the chairperson—can speak to the challenge once and for only one minute. Then debate is ended and a vote is taken immediately to either uphold or reject the decision of the chair. If the majority of those voting uphold the ruling of the chair, then the meeting proceeds. If the majority vote to reject the ruling of the chair, then the chair must announce a different decision, which can also be challenged if it is not acceptable.
ROBERT'S RULES OF ORDER MOTIONS CHART RobertsRules.org Based on Robert's Rules of Order Newly Revised (10th Edition) Part 1, Main Motions. These motions are listed in order of precedence. A motion can be introduced if it is higher on the chart than the pending motion. § indicates the section from Robert's Rules.
I move to adjourn
I move to recess for ... No
I rise to a ques2on of
Make follow agenda
I call for the orders of Yes the day
Lay aside temporarily
I move to lay the
ques2on on the table §16
I move the previous ques2on
Limit or extend debate
I move that debate be No
limited to ... §14
Postpone to a certain
I move to postpone
the mo2on to ...
Refer to commi5ee
I move to refer the mo2on to ...
Modify wording of
I move to amend the
mo2on by ...
Kill main mo2on
I move that the No mo2on be postponed
Bring business before
I move that [or
assembly (a main mo2on)
Part 2, Incidental Motions. No order of precedence. These motions arise incidentally and are decided immediately. §
INTERRUPT 2ND? ?
Point of Order
Submit ma5er to assembly
I appeal from the decision of the chair
I move to suspend the No rules
Avoid main mo2on altogether
I object to the considera2on of the ques2on
I move to divide the ques2on
Demand a rising vote
I move for a rising vote
Parliamentary law ques2on
Request for informa2on
Point of informa2on
Part 3, Motions That Bring a Question Again Before the Assembly. No order of precedence. Introduce only when nothing else is pending. §
Take ma5er from table
I move to take from the table ...
Cancel previous ac2on
I move to rescind ...
2/3 or Majority with no2ce
I move to reconsider ...
Articles of Association and By-laws of the National Association of Trial Lawyer Executives With Amendments through July 24, 2016
Article I. Name The name of this Association shall be the â€œNational Association of Trial Lawyer Executives.â€? Article II. Purpose This Association shall operate for the purpose of: 1) Facilitating the growth and operation of trial lawyer associations throughout the United States, Canada and worldwide; 2) Developing a cordial relationship, spirit of unity and common understanding among trial lawyer association executives; 3) Providing a forum for the mutual interchange of ideas that will facilitate the administration of trial lawyer association activities; 4) Providing information that will assist with office management and business administration of trial lawyer association offices; 5) Securing a closer coordination of the activities of trial lawyer associations; 6) Stimulating the work and activities of trial lawyer associations in general, and 7) Fostering cooperation with the staff and officers of the American Association for Justice. Article III. Membership Section 1. Admission to Membership A person who wants to become a member of the Association shall apply in writing to the Association and pay the appropriate dues, prorated semi-annually. The Executive Committee may waive payment of membership dues of any person who assumes the same position in a trial lawyer organization previously held by a member of this Association for whom current dues have been paid. Section 2. Classes of Members There shall be the following classes of members in the Association: Regular Members. Any individual who holds the primary position of executive responsibility with a state, provincial, regional, local trial lawyer association or the trial lawyer associations for Australia and England is eligible to be a regular member. The NATLE Executive Committee shall review and approve or reject applications for membership. For its executive to qualify for regular membership, a regional or local association must have a full program of member services compatible with the mission statement of AAJ. Merely presenting educational and/or travel programs is insufficient for qualification. In the event that an association has executives with shared responsibilities, the current regular member must ask the executive committee to decide if the second person may also be a regular member. Each association shall have only one vote. Associate Member. Individuals who subscribe to the purpose of this Association who are not eligible to become Regular Members, but hold a position on the staff of a state, provincial, regional, local trial lawyer association or the trial lawyer associations for Australia and England, may apply for membership as an Associate Member. Candidates for associate member must be sponsored by the regular member from the applicantâ€™s trial lawyer association. Associate Members shall enjoy the rights and privileges accorded them by the executive committee, but shall not have the right to vote or hold office. Allied Member. Individuals who subscribe to the purpose of this Association, but who are not eligible to become Regular Members or Associate Members, may apply for membership as Allied Members. Persons admitted as members in such capacity shall be designated Allied Members and may not vote or hold office. Page 21
Allied members shall include any individual who in his or her employment or business provides services to trial lawyer associations or their members. To be accepted as an Allied member, the individual must be nominated by a regular NATLE Member and receive approval from the NATLE executive committee. Allied members shall enjoy the rights and privileges accorded them by the executive committee. Public Advocacy Members. Individuals who subscribe to the purpose of this Association, but who are not eligible to become regular members, associate members, or allied members may apply for membership as public advocacy members. Public advocacy members shall include any individual considered a full-time employee of a nonprofit organization whose primary objectives include advocating for the public interest or public safety in a manner that is in agreement with the purpose of this association as stated in Article II of these bylaws. To be accepted as a public advocacy member, the individual must be nominated by a regular NATLE member and receive approval from the NATLE executive committee. Public advocacy members shall enjoy the rights and privileges accorded them by the executive committee, but shall not have the right to vote or hold office. Section 3. Dues Annual membership dues are due and payable on the first day of September of each year. At the Annual Meeting of the Association, the Executive Committee shall recommend the dues schedule for the following year to the regular members for their approval. Section 4. Termination of Membership A member may be terminated by the executive committee for failure to pay dues or for cause. Members may be removed from membership by two-thirds vote of the executive committee. Removal will occur only after the member has been advised and given reasonable opportunity to pay dues or for defense. If removed for cause, the member may appeal the executive committee's decision to the membership at a regular or special meeting provided the member sends written notice of intent to appeal to the association at least fourteen days prior to the meeting. Article IV. Meetings of Members Section 1. Annual Meetings The association shall hold its annual meeting at a place and date fixed by the executive committee. Section 2. Regular Meetings Regular membership meetings may be held from time to time as the executive committee determines. Section 3. Special Meetings Special Meetings may be held on dates and places determined by the executive committee. No business shall be transacted at a special meeting other than that specified in the notice thereof. These meetings may also take place by conference call. Section 4. Notice of Meetings Notice to all persons entitled to vote of the time and place of any meeting shall be given not less than ten nor more than thirty days prior to such meeting and the purposes of such meetings shall be stated in the notice. The Secretary or his or her delegate will send out notice of all meetings. Notice of meetings may be made by mail, fax or e-mail. Section 5. Quorum and Action Fifteen members shall constitute a quorum. Actions at any meeting of the members shall be taken on the basis of a majority of a quorum present and voting, unless otherwise specifically set forth herein. Page 22
Section 6. Waiver of Notice Notice of any meeting may be waived in writing before or after the meeting, or by an appearance there without objection by mail fax or e-mail. Article V. Officers Section 1. Elected and Appointed Officers The officers of the Association are President, President-Elect, Vice President, Secretary, Treasurer and Parliamentarian. The office of parliamentarian shall be eliminated effective with the 2016 election and the office of vice-president shall be eliminated effective with the 2017 election. All officers shall be members of the Executive Committee. Section 2. Terms of Office The officers of the Association are elected by the regular members at the Annual Meeting. Each officer serves for a term of one year, beginning at the close of the last business session of the Association's Annual Meeting, and continues in office until his or her successor is elected. No elected officer shall serve more than one consecutive term in office, except for the Treasurer who may serve two consecutive one-year terms. Section 3. Vacancies In the event that an officer is unable to fulfill the responsibilities of the office or in the event of the resignation, removal or death of an officer, and upon certification of that fact by two-thirds of the executive committee, the following order of succession shall apply: the president shall be succeeded by the president-elect followed by the vice-president (until the election of 2017 when this position is eliminated) followed by secretary, followed by treasurer, followed by acting position of treasurer elected by a majority of the executive committee. A vacancy in the position of parliamentarian shall not be filled. If the vacancy is for less than 180 days, the officers who fill such vacancies may succeed themselves in office except for the acting treasurer. At the end of the term that was vacated, a treasurer shall be elected by the membership at the annual meeting of the members pursuant to Article VII. The acting treasurer may run for this office. If the vacancy is for more than 180 days, a secretary shall also be elected. Section 4. Qualifications of Officers Officers must be regular members of the association and in good standing. Section 5. Duties of Officers Duties of the officers are as follows: The President presides at all meetings of the members, and executive committee and shall direct the affairs of the association with the advice and consent of the executive committee. The president shall appoint all committees or agents to perform duties as required by the association (except as otherwise required by these Bylaws). He or she exercises generally the powers of the office of the President. The President shall serve as the Representative to the Executive Committee of the American Association for Justice. The president-elect shall assist the president in the performance of his or her duties and shall act in place of the president when the president is absent. The president-elect shall perform such duties as are delegated to him or her by the president and shall become the president of the association upon the resignation, removal, or death of the president, or upon completion of the president's term.
The vice-president shall assist the president and president-elect in the performance of their duties as delegated by the president. In the absence of the president and president-elect, the vice-president shall act in place of the president. The secretary ensures that the association keeps records of all meetings of the membership and the executive committee, distributes all formal notices, as required by law or these bylaws, and performs such other duties as from time to time the executive committee shall prescribe. The secretary ensures that there is a roster of current members of the association. The treasurer ensures that the association follows proper accounting procedures for the handling of the associationâ€™s funds and shall perform duties as required in Article IX, Section 3 of these bylaws. The treasurer shall become the secretary of the association upon the resignation, removal or death of the secretary, or upon completion of the secretaryâ€™s term, unless rejected by a vote of the membership at a meeting of the members of the association. The parliamentarian advises the presiding officer on questions of parliamentary procedure in accordance with Robert's Rules of Order. The parliamentarian performs such other duties as directed by the president and advises the president, the executive committee and the association on questions pertaining to the association's articles and bylaws. The parliamentarian shall become the treasurer of the association upon the resignation, removal or death of the treasurer, or upon completion of the treasurerâ€™s term, unless rejected by a vote of the membership at a meeting of the members of the association. Article VI. Executive Committee Section 1. Composition and Term of Office The executive committee shall have 13 members. The officers (president, president-elect, vice-president (until 2017), secretary, treasurer, parliamentarian (until 2016) and immediate past president) shall be members. The regular members, as prescribed in Article X below, shall elect four regular members to serve as atlarge executive committee members. Beginning in 2016, the regular members shall elect five regular members to serve as at-large members. In addition, in 2015 and 2016, the president shall appoint two members to the executive committee, one past president and one associate member. Beginning in 2017, the president shall appoint three members to the executive committee, at least one of whom is a past president and one of whom is an associate member. Each committee member shall have one vote. The members of the executive committee shall serve one-year terms and may succeed themselves on the committee if so elected or appointed or as stated in Article V. Section 2. Powers and Duties Between meetings of the membership, the executive committee shall be empowered to do all acts and perform all functions that the membership may itself perform when such acts or functions are necessary for the operation and management of the association. The executive committee may not contravene any stated policy of the membership.
Section 3. Meetings As soon as practicable after the annual meeting each year, the executive committee shall hold an organizational meeting. Regular meetings of the executive committee may be held at such time and places as may be determined by the president. Special meetings of the executive committee may be called by the president or upon the written request of three members of the executive committee. The executive committee may conduct its meetings by telephone. Section 4. Quorum and Action At meetings of the executive committee, the presence of seven members constitutes a quorum for the transaction of business. Unless otherwise provided, a majority vote at any meeting at which a quorum is present shall pass any action of the membership. In the event a meeting is called for the purpose of filling vacancies, and the existence of such vacancies makes it impossible to procure a quorum, a majority of the executive committee then in office shall constitute a quorum for the purpose of filling such vacancies. Section 5. Vacancies Vacancies in the at-large positions of existing on the executive committee for any reason shall be filled by a vote of the majority of the executive committee then in office. Provided however, should a vacancy occur in positions appointed by the president, the president shall appoint an eligible member to fill the vacancy and the appointment shall be ratified by the executive committee to become effective. Article VII. Nomination and Election of Officers and Executive Committee Section 1. Nominations The president-elect shall serve as chair and appoint the members of the nominating committee, which shall include the president, the president-elect, the vice-president (until this position is eliminated after the 2017 election) and four regular members (there shall be five regular members after the 2017 election). The president-elect shall not appoint any other current members of the executive committee to serve on the nominating committee. Members who intend to seek a position of secretary, treasurer or at-large member may not serve on the nominating committee. The nominating committee shall prepare and submit to the regular membership, not fewer than thirty days prior to the date of the annual meeting, nominations for the officers and the appropriate number of at-large members of the executive committee of the association. Members may make additional nominations for any elected position within the association by submitting the name of any regular member no later than 14 days before the date of the membership meeting where elections are held. Section 2. Ballots and Voting Voting for officers and at-large executive committee members shall be by those members present and eligible to vote. Upon motion duly seconded and approved, voting may be by paper ballot. The president may appoint an election committee of three persons to conduct the elections. The nominating committee shall promulgate fair rules of conducting the elections. Section 3. Election by Acclamation Where only one nomination for an office occurs, election may be by acclamation.
Article VIII. Committees The executive committee may establish and appoint such standing and special committees as it shall determine to be appropriate. Members of committees, which have duties delegated to it by the executive committee shall sign the conflict of interest policy. A person who has a financial interest may have a conflict of interest only if the appropriate governing body or committee decides that a conflict of interest exists. Article IX. Finances Section 1. Fiscal Year The fiscal year of the Association shall commence on September 1st of each year and shall end on August 31st of the following year unless otherwise authorized by the executive committee. Section 2. Funds and Property a) All funds and property received by the association through dues, fees, gifts, bequests or otherwise shall be utilized only to further the purposes of the association. b) All checks, drafts and other orders for the payment of money out of the funds of the association and all notes or other evidences of indebtedness of the association shall be signed on behalf of the association in such manner as shall from time to time be determined by the executive committee. Section 3. Treasurerâ€™s Annual Report The treasurer's annual report shall contain at least the following information (with any additional information deemed pertinent): a) The assets and liabilities, including the trust funds, of the association as of the end of the most recent twelve-month fiscal period; b) The principal changes in assets and liabilities, including trust funds, during the year immediately preceding the date of the report; c) The revenue or receipts of the association for the year immediately preceding the date of the report; d) The number of members of the association as of the date of the report, together with a statement of increase or decrease in such number during the year immediately preceding the date of the report. The Annual Report shall be filed with the records of the association, and either a copy or an abstract thereof entered in the minutes of the proceedings of the annual meeting. Article X. Offices and Books Section 1. Office The office of the association shall be located where the executive committee may from time to time determine. Section 2. Books and Records The following books and records shall be kept at a place designated by the executive committee: correct and complete books and records of account; minutes of the proceedings of the members and the executive committee; a current list of the executive committee and officers of the association and their office addresses; a current list of the names and addresses of all members; and a copy of these bylaws. Article XI. Staff The board shall employ a salaried chief executive who shall have the title of executive director and whose term and conditions of initial employment shall be specified by the executive committee. The executive committee will determine compensation and other financial arrangements of the executive director. Page 26
Article XII. Indemnification Section 1. Authority to Indemnify Except as provided elsewhere in these bylaws, the articles of incorporation or by law, the association may indemnify a person made a party to a proceeding because the person is or was a director, trustee, officer, employee, fiduciary or agent of the association against expenses (including attorney’s fees), liability, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such proceeding if such person: a) acted in good faith, b) reasonably believed, in the case of conduct in an official capacity with the association, that the conduct was in the association’s best interests, and in all other cases, that the conduct was at least not opposed to the association’s best interests, and c) in the case of any criminal proceeding, had no reasonable cause to believe the conduct was unlawful. However, no person shall be entitled to indemnification under this section either a) in connection with a proceeding brought by or in the right of the association in connection with a proceeding by or in the right of the association in which the director, trustee, officer, employee, fiduciary or agent was adjudged liable to the association; or b) in connection with any other proceeding charging improper personal benefit, that the director, trustee, officer, employee, fiduciary or agent derived an improper personal benefit, whether or not involving action in an official capacity, in which proceeding the director, trustee, officer, employee, fiduciary or agent was adjudged liable on the basis that the director derived an improper personal benefit. Indemnification permitted under this section in connection with a proceeding by or in the right of the association is limited to reasonable expenses incurred in connection with the proceeding. The termination of any action, suit or proceeding by judgment order, settlement or conviction or upon a plea of nolo contendere or its equivalent shall not of itself be determinative that the person did not meet the standard of conduct set forth in this section. Section 2. Successful Defense on the Merits Unless limited by the articles of incorporation, the association shall indemnify a person who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the person was a party because the person is or was a director, trustee, officer, employee, fiduciary or agent, against reasonable expenses incurred by the person in connection with the proceeding. Section 3. Determination and Authorization Determinations and authorizations of indemnity or payments for indemnification shall be made in the manner specified in the Illinois General Not For Profit Corporation Act of 1986, as amended. Section 4. Insurance The association shall have power to purchase and maintain insurance on behalf of any person who is or was a director, trustee, officer, employee, fiduciary or agent of the association, or who, while a director, trustee, officer, employee, fiduciary or agent of the association is or was serving at the request of the association as a director, trustee, officer partner, member, manager, trustee, employee, fiduciary or agent of another corporation, partnership, joint venture, trust or employee benefit plan or other enterprise against any liability asserted against or incurred by the person in that capacity or arising from the person’s status as such, whether or not the association would have the power to indemnify that person against such liability under the provisions of this article.
Section 5. Non-exclusivity of Article The indemnification provided by this article shall not be deemed exclusive of any other rights and procedures to which one indemnified may be entitled under the articles of incorporation, any bylaw, agreement, resolution of disinterested directors, or otherwise, both as to action in such personâ€™s official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director or officer, and shall inure to the benefit of such personâ€™s heirs, executors and administrators. Section 6. Notice to Members If the association indemnifies or advances expenses to a director under this article in connection with a proceeding by or in the right of the association, the association shall give written notice of the indemnification or advance to the voting members with or before the notice of the next voting membersâ€™ meeting. Article XIII. Amendments Section 1. Proposals to Amend These bylaws may be amended by filing with the secretary a written proposal signed by one or more regular members setting forth the proposed amendment or amendments, which proposal shall also contain a request that the amendments be submitted to the members for their consideration at the next regular meeting of members or at a special meeting of members to be called for such purpose. A proposal that these bylaws be amended may also be made by resolution of the executive committee, and in such event, the executive committee shall direct that the proposal be submitted to the next regular meeting of members or at a special meeting of members called by the executive committee to consider such proposal. Section 2. Notice When a proposal has been made, as provided in Section 1 of this Article, a copy of the proposed amendment or amendments shall be attached to the notice of the meeting at which the amendment(s) will be considered. Section 3. Vote These bylaws shall be amended by two-thirds of the regular members present and voting at any regular or special meeting. Amended: July 24, 2016
NATLE Policies as Established and Adopted by the Executive Committee (Due to length, financial Policies are in a separate document; let me know if you’d like a copy.) January 18, 2000 NATLE Executive Committee Conference Call Topic: ATLA State Affairs Director at Educational Meetings “…the benefit of having the (ATLA State Affairs) Director present at NATLE educational meetings was worthwhile; therefore the Director should be invited to attend all of them with the caveat that NATLE may tell the Director that there are some meetings that we would like him to attend more than others, and that there may be an occasional session that we want to close to NATLE members. NATLE Business Meetings would be open to the Director upon invitation.” July 29, 2000 Meeting: NATLE Executive Committee Topic: Legislative Conference Location It shall be established policy regarding the location of future legislative conferences that each NATLE officer will recommend the location of the conference for the year that they will be President with ratification to follow by the entire Executive Committee. February 10, 2001 Meeting: NATLE Winter Conference The Sheraton New Orleans Topic: Membership Applications It shall be established policy regarding NATLE membership that staff must obtain approval from the Associate member applicant’s executive director before processing the applicant’s membership. February 10, 2001 Meeting: NATLE Winter Conference The Sheraton New Orleans Topic: NATLE Presidents at ATLA Board Meetings It shall be established policy that all NATLE Presidents should make every effort to attend ATLA Board meetings. November 26, 2001 Executive Committee Conference Call Meeting Topic: Listserv Participation Only NATLE Regular Members and Associate Members may participate on any NATLE listserv.
February 9, 2002 Affinity Committee Meeting Winter Meeting, Miami Beach Topic: Consideration of Affinity Programs “In addition, the Committee adopted a policy to only consider programs that will provide at least $10,000/year in royalty income to NATLE.” (Minutes) Page 29
NATLE Policies as Established and Adopted by the Executive Committee Continued
(Infocus program no longer active) February 2002 Executive Committee Meeting Winter Meeting, Miami Beach Topic: Approval of List Rentals for Infocus The President, Affinity Committee Chair, and staff will work to review all submissions by Infocus for list rentals. Staff will make every effort for all submissions to be approved by both the President and Affinity Committee Chair, but at the very least, either the President or Affinity Committee Chair must approve all requests along with staff. No requests for any CLE providers or programs will be approved for list rental. November 2004 Executive Committee Meeting Governmental Affairs Conference, Charleston, SC Topic: Expense Pre-approval and Budget Adjustments A motion carried to adopt a new policy that requires pre-approval only for expenses expected to exceed $5,000, and increase the Employee Dishonesty policy to at least $100,000. An additional motion carried to adopt a policy for staff to obtain approval by the Executive Committee of any expenses that will exceed the budget by $1,000 and, assuming the expense is approved, a budget adjustment is then made. July 23, 2005 Toronto Hilton Hotel Executive Committee Meeting Topic: Reserves Following this discussion, a motion carried to approve a financial policy that requires a goal of one hundred percent of operating expenses held in reserve. November 14, 2006 Embassy Suites Phoenix-Biltmore Membership Business Meeting Topic: Winter Meetings President Shanor led a discussion on the Winter Meeting in Miami Beach. Originally, meeting space was not available over the weekend with our usual schedule but ATLA has now obtained meeting space making a meeting more feasible. Meeting space is not available at the Loews Hotel, the primary ATLA convention hotel.
NATLE Policies as Established and Adopted by the Executive Committee Continued
November 14, 2006, Winter Meetings continued President Shanor has offered that a comprehensive review of future Winter Meetings should take place, in the meantime, it is the recommendation of the Executive Committee that for future Winter Meetings, the meeting be conducted only if: 1) we anticipate at least 15 paid registrants; 2) we will have no paid speakers or audio visual costs; 3) there will be no membership business or executive committee meetings since often there is no quorum; 4) the meeting will be entirely focused on education and networking during a more limited schedule on Saturday, Sunday, and Monday (perhaps mornings only) to lessen conflict with legislative calendars. A discussion followed about the profitability of this program and the drain that paying speakers has on this particular meeting. Consideration should be given to the balance between a perceived valuable service that contributes to the overall value of membership versus the financial burden the meeting may present organizationally. A motion carried to accept these recommendations. Tuesday, November 18, 2008 Membership Business Meeting Hilton New Orleans Riverside Hotel, New Orleans, LA Topic: Listserv Forwarding of messages President-Elect Nancy Striuli reported that the policy of no-forwarding on the general NATLE list has been rescinded. Any messages on the NATLE general listserv may be forwarded; however, on the executive director-only list permission of the sender must be obtained before forwarding messages. Wednesday, June 10, 2009 Hilton Oâ€™Hare Hotel, Chicago, IL NATLE Executive Committee Meeting Topic: AAJ Representative attendance at AAJ meetingsâ€”IPP as backup If a motion to accept the amendment pertaining to the AAJ Representative position carries, it is the intention of the NATLE Executive Committee to adopt a policy whereby the Immediate Past President shall attend those meetings or conference calls that the President-Elect cannot attend. The AAJ bylaws call for the AAJ Executive Committee to meet at least 8 times during the AAJ fiscal year. The following motion occurred at the July 2009 Membership Business Meeting resulting in enactment of the policy above: A motion carried to adopt the bylaw amendment institutionalizing the president-elect as the Representative to the AAJ Executive Committee. Note: The bylaws were further amended at the July 2012 meeting making the President the AAJ Representative. Page 31
NATLE Policies as Established and Adopted by the Executive Committee Continued
May 9, 2012 Executive Committee Meeting Conference Call Topic: Executive Director Performance Review Committee A motion carried to establish the Performance Review Committee as follows. A Performance Review Committee shall review the performance of the Executive Director at least annually and shall review the Executive Director’s compensation and benefits. The initial Performance Review committee shall be composed of the NATLE President, President Elect and Immediate Past President as of the date the executive director’s contract is executed. For each subsequent annual review the then serving NATLE President and President Elect shall be added to those serving on the initial Performance Review Committee. If, during the term of this Agreement, any member of the initial Performance Review Committee ceases to be a member of NATLE, such member shall designate his/ her successor who shall serve under the same terms and conditions as their predecessor. If the initial Performance Review Committee member fails to designate his/her successor, then the remaining members of the initial Performance Review Committee shall appoint a successor, and failing this, the successor shall be appointed by the NATLE President. Saturday, July 28, 2012 Renaissance Blackstone Hotel, Chicago, Illinois Executive Committee Meeting Topic: Whether JRC non-contributors should have access to the JRC Whether a “no pay, no play” policy should be enacted was discussed and a motion carried stating: As soon as it’s reasonable for NATLE staff, all those who have not paid anything to the JRC will be removed from JRC access. Adopted April 21, 2015 Topic: Tommy Townsend Memorial Scholarship Developed by the NATLE Scholarship Committee 1. The scholarship is awarded to only one recipient so that the scholarship fund lasts at least 10 years. 2. The scholarship covers reasonable travel expenses up to $2,500. 3. No additional hotel nights other than what is needed to attend the NATLE Annual Meeting are covered. 4. A per diem of $75/day for food. 5. Meeting registration and one social event ticket are complimentary. 6. Recipients may receive the scholarship only once. 7. Recipients are announced publicly. 8. The recipient is reimbursed after receipts are received by NATLE accompanied by the reimbursement form. Page 32
NATLE Policies as Established and Adopted by the Executive Committee Continued CAPITAL EXPENDITURES POLICY Definition A capital acquisition is an individual asset and/or class of assets of the organization that has a useful life of more than one year. Items of a capital nature over $1,000.00 will be capitalized. Budget Anticipated capital acquisitions shall be included in the normal budgetary process, and when necessary, as part of the separate capital acquisitions budget. The annual budget shall include purchase requests for all new and replacement acquisitions. The annual budget may have some nominal allocation for smaller capital expenditures. Purchasing Any equipment with an estimated value of $1,000.00 or more shall be purchased through competitive bidding or comparative pricing by at least three vendors whenever possible. Comparative pricing or competitive bidding should also be used periodically for regularly purchased materials, supplies, services, and insurance. Executive Authority The chief executive shall have the authority to make capital purchases that are part of the approved annual budget without additional approval from the executive committee. Such acquisitions shall be reported to the executive committee at their next regular meeting. Long-Range Plan NATLE shall have a policy of replacing computers at least every three but not longer than four years. Replacement of office furniture is at the discretion of the executive director. Policies shall be adopted as necessary for other capital assets as acquired. Property The executive committee must approve the disposition of any capital asset with a value of $1,000.00 or more. A fixed-asset inventory of office equipment, computers, and printers will be maintained and adequate insurance will be maintained. The executive committee must approve purchase or sale of any real estate.
CONTRACT OF EMPLOYMENT BETWEEN THE NATIONAL ASSOCIATION OF TRIAL LAWYER EXECUTIVES AND KATHLEEN WILSON The parties mutually agree as follows: 1. The Parties to this agreement are the National Association of Trial Lawyer Executives (NATLE) and Kathleen Wilson (Executive Director). 2. The term of this Agreement shall be for three years commencing on the first day of August 2014. At the end of the initial term of this agreement, it shall automatically renew for one year unless a successor contract has been negotiated or this agreement has been renewed, modified or terminated pursuant to the provisions of Section 10 of this Agreement. 3. The Executive Director shall devote the whole of her time, attention and energies to the performance of her duties as the Executive Director as outlined in her current job description. This section does not apply to volunteer duties associated with association management related organizations. 4. A Performance Review Committee shall review the performance of the Executive Director at least annually. Prior to the expiration of this Agreement, the Committee shall review the Executive Directorâ€™s compensation and benefits, and shall make recommendations to the NATLE Executive Committee to renew, modify or terminate this Agreement. All members of the Committee shall be current members of the NATLE Executive Committee or a Past President of NATLE. The Performance Review Committee shall be comprised of five members: the current NATLE President; two members appointed by the current President; and two members appointed by the Executive Director. 5. The Executive Director shall be entitled to reimbursement for special expenses not included in the budget, subject to review and approval of the Executive Committee. NATLE shall also reimburse and indemnify the Executive Director for all costs and liability associated with business related and approved credit card charges. 6. The Executive Director shall be entitled to payment for all ordinary and necessary business expenses incident to the performance of her duties as the Executive Director including, but not limited to the following:
a. Use of a cell phone, computer, office equipment and supplies. The use of said equipment and supplies ends with the Executive Director’s employment. b. Reasonable travel, dining and entertainment expenses necessary to fulfill her duties. 7. The Executive Director shall be entitled to the following compensation and benefits: a. Annual salary of $101,645. b. Annual contribution to an IRA account, deferred compensation account or such other account that is mutually agreeable that is paid by NATLE and equal to 7% of the Executive Director’s annual compensation. c. Payment of full premium for group health insurance covering the Executive Director and her spouse. d. Payment of full premium for long-term disability insurance. e. The Executive Director shall receive 36 days of personal leave each year. Personal leave may be used for any purpose. Personal leave shall accrue at the rate of 3 days per month. i) The Executive Director may carry over no more than 40 personal leave days after September 1, 2015. Any leave not taken by September 1, 2015 that is in excess of 40 days shall be forfeited and ineligible for reimbursement. ii) The Executive Director may carry over no more than 20 personal leave days after September 1, 2016. Any leave not taken by September first of 2016 and subsequent years that is in excess of 20 days shall be forfeited and ineligible for reimbursement. f. As of the date of this Agreement, the Executive Director has 195.38 hours of unused annual leave. Those hours are converted to 26 days of personal leave. The Executive Director may carry over those days until September 1, 2015. After that date, any remaining unused leave, subject to the provisions of preceding Paragraph e, shall be forfeited and ineligible for reimbursement. g. As of the date of this Agreement, the Executive Director has 391.50 hours of unused sick leave. Those hours are converted to 52 days of personal leave. The Executive Director shall be reimbursed $8970.00 for 26 of those days. The Executive Director may carryover 25 of those days until September 1, 2015. After that date, any remaining unused leave, subject to the provisions of preceding Paragraph e, shall be forfeited and ineligible for reimbursement. h. Payment of membership dues in the following professional organizations: TSAE, FSAE, and ASAE. In addition, payment for continuing education courses and fees necessary to maintain the Executive Director’s CAE credential. This credential is renewed every three years. Page 35
8. Subject to budgetary constraints determined by the NATLE Executive Committee and Membership, the Executive Director shall be solely responsible for the hiring, termination, supervision, promotion and compensation of all NATLE staff. 9. The Executive Director shall prepare and submit an annual report and such other reports as the Executive Committee, Membership or President may require. 10. This agreement and the employment of the Executive Director may be terminated for the following reasons: a. By the mutual agreement of NATLE and Executive Director. b. By NATLE for cause. “For cause” shall be defined as conduct by the Executive Director amounting to criminal conduct, fraud, dishonesty, malfeasance, gross negligence, gross incompetence, egregious conduct contrary to the policies of NATLE or the express direction of the Executive Committee or a material breach of this agreement which is not cured within 60 days of written notice to the Executive Director. If termination is “for cause,” the Executive Director shall be given written notice of the basis of the termination and shall be entitled to a hearing before the Executive Committee. c. By the Executive Director upon not less than 180 days prior written notice to the Executive Committee. The Executive Committee may opt to terminate employment at any time within those 180 days, but the Executive Director shall be paid for the entire 180 day period. d. By NATLE upon not less than 180 days prior written notice to the Executive Director. In such event, the Executive Director shall be entitled to a hearing before the Executive Committee. e. Upon the death of the Executive Director. f. Upon the disability of the Executive Director. “Disability” shall be defined as the inability of the Executive Director to carry out her duties for a period of 180 days, which need not be consecutive, within any 12 month period. 11. In the event of the termination of the employment of the Executive Director, termination payments shall be determined as follows: a. In the event the Executive Director’s employment is terminated due to the mutual agreement of the parties, the Executive Director’s termination payments, if any, shall be determined by mutual agreement of the parties. b. In the event the Executive Director’s employment is terminated by NATLE “for cause,” by the Executive Director upon not less than 180 days written notice, by the death of the executive director or upon the “disability” of the Executive Director, NATLE’s sole obligation to the Executive Director or to her estate shall be the payment of compensation and benefits which have been earned but have not been provided through the date of termination.
c. In the event the Executive Director’s employment is terminated by NATLE without just cause as defined in Section 10b, NATLE shall be obligated to pay as termination payment the amount of one year’s compensation, including benefits, then being provided to the Executive Director. This amount may be paid to the Executive Director in 12 equal parts or in one lump sum, at the election of NATLE. 12. Entire agreement. This instrument contains the entire employment Agreement between NATLE and the Executive Director and may not be changed or terminated orally. 13. Governing law. This employment Agreement has been made in and shall be construed according to the laws of the State of Florida. If any provision of this Agreement is held to be unenforceable, the remainder of this agreement shall nevertheless remain in full force and effect. 14. Attorney’s fees. In the event that it becomes necessary for either party hereto to initiate a lawsuit or otherwise enforce the rights and obligations set forth in this Agreement, each party is responsible for its own attorney’s fees. 15. Compliance. The failure to insist upon the strict compliance with any of the covenants or conditions of this employment Agreement shall not be deemed to be a waiver of such term, covenant or condition, nor shall any waiver or relinquishment of any right or power hereunder at any time be deemed a waiver or relinquishment of such right or power. 16. Notice. Any notice required or permitted to be given hereunder to either party shall be deemed given if sent by registered or certified mail, return receipt requested, to such party at the address set forth below: a. As to the Executive Director: 7908 Briarcreek Road South, Tallahassee, FL 32312 b. As to NATLE: to the attention of the President at the current President’s TLA office address. 17. Assignments. a. The rights and benefits of NATLE under this Agreement shall be transferable, and all covenants and agreements hereunder shall inure to the benefit of, and be enforceable by, or against NATLE’s successors and assigns.
b. The rights and benefits of the Executive Director under this Agreement shall not be transferable. 18. Alternations, amendments and modifications. The terms, conditions , and covenants contained herein are the full and complete terms of the Agreement between the parties, and no alterations, amendments or modifications of said terms shall be binding on either party hereto until first reduced to writing and signed by the Executive Director and NATLE. 19. Severability. Should any part of this Agreement for any reason be declared invalid, such shall not affect the validity of any remaining portion hereof, which remaining portion shall continue in force and effect as if this Agreement had been executed with such invalid portion eliminated. 20. IN WITNESS THEREOF, the Executive Director has executed this Agreement and, pursuant to the authorization of its Executive Committee, NATLE has caused this Agreement to be executed through its authorized representative in its name and on its behalf. For NATLE:
Date: NATLE President
For the Executive Director:
Date: Kathleen Wilson
THE BOARD'S DUTY OF FORESIGHT From Associations Now By Jeff De Cagna, FSA, FASAE For associations to survive and thrive in a time of constant change, their leaders need to develop a clear-eyed and disciplined focus on the future. The duty of foresight is a responsibility that boards must embrace now. The beginning of 2016 is the right time for association boards to make a fundamental choice. On the one hand, they can choose to confront the insistent reality of profound societal transformationâ€” as well as its growing impact on their organizations, their stakeholders, and the fields they serveâ€”with a genuine seriousness of purpose. On the other hand, boards can permit the detrimental human limitations of myopia, nostalgia, orthodoxy, and denial to constrain how they think about governing for the future and, in so doing, severely limit their ability to build associations capable of thriving in the years ahead. To some, my framing of this choice may seem overly dramatic and stark. It is an understandable reaction, since most of us experience change as a strictly linear phenomenon, similar to driving down a long road. The transformation already underway, however, is coming from all directions at an exponential rate, and it will continue to accelerate and intensify in every field of human endeavor over the next decade and beyond. No industry or profession will be exempt. Preparing their organizations and stakeholders for whatever comes next, then, will require association boards, along with other governing contributors, to collaborate and embrace what I call the duty of foresight.
It is well established that the boards of all nonprofit organizations, including associations, must fulfill three critical legal duties: the duty of care (exercising prudence in decision making) the duty of loyalty (giving allegiance to the organization) the duty of obedience (acting in a manner consistent with the organizationâ€™s mission) These three duties define the standards of conduct for board members as they pursue the work of governing their organizations. In a world of transformation, however, they do not go nearly far enough. To this list, I am adding the duty of foresight, a higher standard of responsible board conduct grounded in the affirmative choice to look continuously toward the future. Boards need to understand as much as possible about the plausible impact of the forces of societal transformation and learn how to harness them for the benefit of their organizations and stakeholders. While the duty of foresight may never become a recognized legal duty of nonprofit boards, it is clearly an essential strategic duty and, arguably, a moral obligation to both association stakeholders and society. CORE CONCEPTS Three core concepts form the foundation of the duty of foresight: strategic legitimacy, board stewardship, and readiness to learn. Strategic legitimacy. The organizational inertia created by valuing the past more than the future damages the credibility and legitimacy of association continued
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boards. When board decision making is imbued with nostalgic feelings and driven by orthodox beliefs, how can stakeholders feel confident that those who govern understand or care about the most significant problems, needs, and outcomes that these same stakeholders and their peers are working on right now? To put it another way, why should stakeholders believe that the board “gets it”? Reasserting strategic legitimacy requires every board to adopt a denial-free recognition of the forces of societal transformation. Board members must develop an empathic understanding of transformation’s unique impact on the field, organization, and stakeholders they serve and make a genuine commitment to accelerate their association’s progress toward the future. Board stewardship. Association boards also must nurture a shared responsibility for future-focused stewardship. Instead of adopting a short-term ownership perspective that may resist the realities of transformation, reject the risks of innovation, and reinforce a preference for the status quo, boards should operate as forward-looking investors who work collaboratively over time to grow the tangible and intangible value of the association as an asset that belongs to and exists for stakeholders’ benefit. This form of stewardship helps boards steer clear of myopic decisions by situating complicated and difficult choices in their real-world contexts. It demands greater coherence and a stronger sense of purpose around the board’s long-term intentions for both stakeholders and the organization. Readiness to learn. Even as the ability to learn emerges as the primary differentiator between success and failure in a world in flux, many association boards still struggle to make learning a genuine priority. But associations must acknowledge
that their boards cannot possibly know everything and actually don’t know what they don’t know. In this context, learning is about much more than gathering up enormous quantities of data and information to drive decision making. Instead, it is about making sense of the operating environment’s unfolding dynamics, making meaning around their implications for strategic intent, and crafting insights that can guide effective board action. TAKING ACTION There is no one preferred method for boards to move forward with embracing the duty of foresight. Indeed, boards should experiment with developing approaches that can be sustained and expanded with the assistance of staff and other voluntary contributors. The following three-part structure is a straightforward approach that most organizations can use to get started and then build on over time. Develop a stewardship statement. Future-focused stewardship is not just a board responsibility. All stakeholders can participate in stewardship, including (and especially) the work of foresight. To make that connection explicit, I recommend that boards develop a stewardship statement. (See the example in the sidebar.) Creating a stewardship statement challenges board members to reflect on and synthesize their original motivations for getting involved, their understanding of individual and collective governing responsibilities, and their longterm aspirations for the association. Through this statement, boards can crystallize the deeper significance of their work for themselves, as well as for staff and other volunteers, and can communicate clearly about the critical role that foresight plays in achieving the full impact of effective stewardship. continued
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Pursue the work of foresight as a consistent practice. The rapid and relentless pace of transformation means the time to look ahead is all the time. With that in mind, boards must treat the work of foresight as a consistent practice. Board chairs and CEOs should work together to ensure that every meeting agenda includes generative questions developed through the regular use of foresight tools, including environmental scanning, scenarios, and stakeholder personas. In addition, boards should cultivate foresight as an open and inclusive practice by inviting the participation of widely distributed stakeholder networks that include diverse and edgy voices not normally heard in association boardrooms. These network contributors are less likely to be beholden to organizational orthodoxies, frequently are more attuned to important signals of the future, and sometimes are already involved in redefining the rules of their fields. Boards can collaborate with these stakeholder networks to anticipate emerging shifts and harness the forces of transformation to create distinctive new value. Craft principles of action. To translate both stewardship intentions and the practice of foresight into action, boards need a robust yet flexible framework to guide their decision-making processes. Principles of action—a small number of justified beliefs about the necessary conditions for the association to thrive—can help to create organizational resilience even as associations confront volatility and uncertainty. In fact, adhering to a carefully crafted set of forward-looking principles can help association boards “design for the loss of control”—that is, pursue novel opportunities that capitalize on disruption. Principles of action must be grounded in the substance of the stewardship statement and infused
with an understanding of how foresight influences the board’s thinking about value creation for stakeholders through the organization’s strategic intent and business model. They can function as a compass that guides boards toward reflective rather than reflexive decision making about the future. The board’s duty of foresight currently does not possess the legal standing and importance of other established governing duties. Perhaps one day, it will. Today and in years to come, however, the realworld consequences of boards failing to accept the responsibility of pursuing the work of foresight will be borne primarily by associations and their stakeholders.
As stewards who have succeeded other stewards, board members who recognize the duty of foresight as an opportunity to harness the forces of societal transformation and create a different future for those they serve will demonstrate personal humility, shared trust, and genuine respect for their successors. These are worthy next traditions for all association boards to embrace. DEVELOPING A STEWARDSHIP STATEMENT How creating a stewardship statement can help your association’s board realize the value of their work.
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Through a stewardship statement, boards can crystallize the deeper significance of their work for themselves, as well as for staff and other volunteers, and can communicate clearly about the critical role that foresight plays in achieving the full impact of effective stewardship. Here is an example of a stewardship statement that has been edited to remove specific association references: As its primary stewards, the board of directors ensures that the association’s day-to-day activities connect with the long-term evolution of the profession. The board supports staff’s efforts to create distinctive and meaningful value for all stakeholders through its thoughtful oversight, ongoing strategic thinking and foresight, and consistent investment in innovation. The board also strives to ensure that its work, as well as the work of other association contributors, embodies a shared commitment to collaboration, passion, and professionalism. The board’s duty of foresight is made explicit in this stewardship statement. The statement establishes the key elements underpinning the board’s strategic legitimacy, clarifies how the board thinks about its own stewardship responsibilities, and demonstrates a readiness to learn through the pursuit of innovation. KW Note: Jeff has taken the concepts of this article, written several years ago, much further and has recently published a follow-up. He also works with ASAE on a foresight project, and has a website now devoted to the concepts.
THE TRANSITION Questions to ask current president: _________________________________________________________________________ _________________________________________________________________________ _________________________________________________________________________
_________________________________________________________________________ _________________________________________________________________________ _________________________________________________________________________ _________________________________________________________________________ _________________________________________________________________________ _________________________________________________________________________ _________________________________________________________________________ _________________________________________________________________________ _________________________________________________________________________ Tips to pass on to next president-elect: _________________________________________________________________________ _________________________________________________________________________ _________________________________________________________________________ _________________________________________________________________________ _________________________________________________________________________ _________________________________________________________________________ _________________________________________________________________________
National Association of Trial Lawyer Executives 1400 Village Square Blvd Suite 3-138 Tallahassee, Florida 32312 850.668.6905 www.natle.org
A workbook for use by the president-elect and chief staff executive.