ICPI-NCMA Unification Plan Draft

ICPI | NCMA Unification Plan Summary As Recommended by ICPI and NCMA Boards, October 20, 2021

To the members of ICPI and NCMA, As you are aware, ICPI and NCMA have a long and successful history of working together as allied industry associations. Our partnership has proven to be extremely beneficial in achieving our common goals.

This cooperation works well for several reasons. Both associations share many of the same members, and fortunately, share several essential objectives and approaches. With so much in common, it makes sense to look at more ways to grow efficiencies and value for all members.

Over the past two years, a joint Unification Committee has been diligently working, with endorsement of the boards of both NCMA and ICPI, on a plan to unify the two associations. This document is the formal unification plan to blend both associations into a new unified association.

This unification plan has been approved by both the boards of ICPI and NCMA. For unification to happen, the memberships of both organizations must approve by a 2/3rds majority vote of the ballots cast by eligible voting members.

The reasons for leaving those decisions to the new board are also provided. As with current operations of ICPI and NCMA, members should feel comfortable that the member leadership of the unified association will make good, thoughtful decisions to move the industry forward.

Please take the time to read this unification plan carefully in order to understand the future of the new unified association.

If the memberships approve unification, a comprehensive and facilitated process will follow to develop strategies for leveraging ICPI's and NCMA's current brands and transitioning to a new brand.

Steve Berry Unification Committee Co-Chair

Dave Carter Unification Committee Co-Chair

This document serves as a roadmap for the new association. In some areas, clearly defined information is provided that has been developed by the Unification Committee. In other areas, guiding principles are provided, with final decisions being left to the board of the new association after unification.

Page|3

UNIFICATION CHARTER

Opportunity Statement: The Interlocking Concrete Pavement Institute and National Concrete Masonry Association have agreed to pursue a unification strategy for the two organizations.

Unification Objectives: 1.

Increase value to manufacturers of concrete products and their industry partners

2. Increase market opportunities for member companies

Goal Statement: ICPI and NCMA will become one organization representing multiple market segments within the manufactured concrete products community in order to increase market share of products produced and installed by member companies.

3. Create a balanced structure for allocation of resources yet provide for flexibility and creativity 4. Streamline governance, distribute decision-making authority, and maximize operating efficiency and effectiveness 5. Encourage active member engagement during and after unification 6. Preserve ICPI and NCMA cultures 7. Implement association management best practices

Authority: Unification Committee has the authority to conduct due diligence and propose a governance and financial framework in establishing the unified organization. Each Board must approve the unification plan and legal requirements. Based on the approval and recommendation of the plan by the boards of ICPI and NCMA, membership of both organizations must approve the plan by a 2/3rds majority vote of the ballots cast by eligible voting members of each organization.

Unification Principles: 1.

A marriage of equals

2. Competition within member products 3. Partnership with suppliers and hardscape contractorsbut producer-centric, driven by market needs 4. Rotating leadership opportunities (term limits) 5. Member-led, staff supported

Page|5

UNIFICATION COMMITTEE MEMBERS

Steve Berry Oldcastle APG Committee Co-Chair steve.berry@oldcastle.com (561) 290-0918

Mike Finch RCP Block & Brick mfinch@rcpblock.com (619) 460-7250

Fred Adams Fred Adams Paving fred@fredadamspaving.com (919) 468-9101

Dave Carter Brampton Brick Committee Co-Chair dcarter@bramptonbrick.com (905) 840-1011

David Pitre Keystone Hardscapes david.pitre@pavestone.com (251) 223-5470

Jeff Speck Arcosa Lightweight Jeffrey.Speck@arcosa.com (678) 777-6278

Paul Pignatelli Best Way Stone Paul@bestwaystone.com (800) 237-8929

Charles Gamarekian Cambridge Pavers cgamarekian@cambridgepavers.com (201) 933-5000

Erik Absalon Basalite erik.absalon@paccoast.com (707) 678-1901

Rocky Fizzano Fizzano Brothers fizzanorocky@gmail.com (610) 363-6290

Sam Hoener Lee Building Products shoehner@leebp.com (502) 639-2910

Pat Sauter psauter@kingsmaterial.com (319) 363-0233

Dean Jurik ACM Chemistries djurik@acmchem.com (231) 499-8519

Robert Thomas NCMA President rthomas@ncma.org (571) 224-0920

Kendall Anderegg Mutual Materials kendalla@mutualmaterials.com (425) 452-2351

Terri Grulke Besser Company tgrulke@besser.com (989) 906-1448

Charles McGrath ICPI Executive Director cmcgrath@icpi.org (703) 657-6885

Larry Nicolai Pavers By Ideal lnicolai@idealconcretecblock.com (978) 692-3076

Page|7

The governance structure of the unified association must ensure that the voices of all members are heard.

Programs and projects will be developed through a member-driven process to ensure success.

While there are differences in how ICPI and NCMA are currently structured, many common practices exist which can be blended to accomplish a unified set of goals with greater impact and economy. The proposed governance structure will benefit all members, provide the opportunity for engagement, and ensure efficient use of members’ time. Representatives of companies from any voting membership category are eligible to serve on the Board and in officer positions.

Members are at the top of the governance structure of the unified association. They will guide the direction of the association and delegate authority to the Board of Directors. Strategic plans will be developed to focus and measure the work of the association to serve member priorities across all member categories.

Board of Directors has the policy control of the unified association, including approval of the budget. The Board will be comprised of 23 to 29 total directors, which includes the members of the Executive Committee and 17 to 23 at-large directors. The majority of the directors on the board will be representatives from producer member companies, but there will be representation on the board from all voting membership categories. The at-large board positions will be two-year terms with the ability for directors to serve two consecutive terms.

A slate of candidates for the board will be developed by the Leadership Development Committee and presented to the membership. Members will have the opportunity to run against the presented slate.

Officers of the unified association are the Chair, Vice Chair, Immediate Past Chair, and Secretary/Treasurer. The officers are members of both the Board of Directors and the Executive Committee. A slate of candidates for officer positions will be developed by the Leadership Development Committee and elected by the Board of Directors.

Executive Committee is tasked with representing the association, preparing for Board meetings, advising the President and CEO (chief staff officer) including performance review and making decisions on behalf of the association between board meetings.

The Executive Committee will be comprised of six members: the Chair, Vice Chair, Immediate Past Chair, Secretary-Treasurer and the chairs of the Masonry Committee and Hardscapes Committee.

Leadership Development Committee (LDC) will be responsible for overseeing succession planning of the association officers and Board of Directors. They are tasked with identifying individuals to serve with appropriate expertise and balance between all membership interests – type of member, market segment, geography, company size, and more. They will identify and present a slate of Officers and Board members. The LDC will be chaired by the Immediate Past Chair and be comprised of ten additional members appointed by the Vice Chair of the Board for 2 years.

LDC will propose five candidates for approval by the board to serve on the LDC each year. Page 10 shows requirements and policy guidelines for the LDC relative to board representation.

Page|9

ICPI and NCMA member voices on the board and in committees are highly valued and an essential component of any strong association.

The new association resulting from this unification will benefit from a committee structure and appointment process that has proven to optimize engagement opportunities for members in all voting membership categories.

Member companies can expect their influence to be enhanced rather than diminished through this unification.

COMMITTEES

Committees often collaborate to achieve goals cooperatively - a process strengthened under a unified association. Industry product cross-promotion opportunities also become more practical. The initial committee structure presented on page 8 is proposed for the unified association.

Standing Committees – Initial standing committees are listed onthe chart and may be created or disbanded by the Board of Directors.

These standing committees will oversee relevant program areas for the association on a wide variety of topics.

These standing committees will report to the Board of Directors.

Market Segment Committees – The unified association committee structure will include two market segments. The first is for Masonry and is charged with expanding markets for concrete masonry and manufactured stone veneer products. The second segment will be for Hardscapes, tasked with expanding markets for hardscape products (pavers, permeable pavers, slabs, grids, planks, segmental retaining walls and articulated concrete block). Initial subcommittees under the market segment committees are shown on the chart on page 8. The Chairs and Vice Chairs of the Masonry Committee and Hardscapes Committee will be appointed by the Chair of the Board and serve on the Executive Committee and Board of Directors. Both the Masonry Committee and the Hardscapes Committee will report directly to the Board of Directors. The Board is responsible for allocation of program funding in support of budget requests from standing committees. The Board will rely on available data (including source of dues and non-dues revenues) to support its decisions on resource allocation in support of masonry (CMU and MSV) programs, hardscape (pavers and SRW) programs, and other programs supporting the cross-section of its membership.

Advisory Committees will be created by the Board of Directors.

These advisory committees are charged with oversight of particular programs or efforts that are not within the scope of amarket segment or standing committee. Initial advisory committees are shown on the chart on page 8. The Board of Directors will define the reporting structure of advisory committees.

Committee Process - The following information applies to Market Segment Subcommittees, Standing, and Advisory Committees. The Chair of the Board appoints the chair and vice chair for each committee, based on recommendations from current committee leadership. The Board Vice Chair appoints committee members.

Voting members of the unified association can apply to serve as committee members, which are appointed annually and serve twoyear terms. Committees and subcommittees can have up to 30 members, although some may have more for the initial transition and consolidation of ICPI and NCMA committee structure. Members of ICPI and NCMA who currently serve on a committee will continue their service until their end of their current term.

P a g e | 11

STAFFING

ICPI and NCMA members have long valued the work of their respective staff teams to advance the industry and create market opportunities for producers, associates, and contractors alike. The success of the Unified Association will require retention, development, and empowerment of staff of the two organizations.

Staff Leadership The unified association’s structure would include a Chief Executive Officer, a Chief Operating Officer, and seven departments (Finance/Operations; Meetings/Trade Shows; Membership; Education/Workforce Development; Technical; Marketing; and Government Relations) that align with the current staffing structures of ICPI and NCMA. Each department would include a vertical reporting structure (director, manager, coordinator, etc.) and staff necessary to complete the key tasks required to run the organization.

Each department will be staffed with experts in these fields focused on advancing the Masonry and Hardscapes markets. While these experts would have a vertical reporting relationship, they also would work “horizontally” within the staffing structure on specific projects requiring their expertise (as discussed below in the section on Matrix Model). Developing the staffing model in this fashion also

aligns with the proposed governance structure, particularlythe Masonry and Hardscapes segments. The Technical department will include research laboratory staff.

Staff Leadership

Association Management Center (AMC) has been identified as an outside consultant to support staff leadership and the association in developing a conceptualized staff structure into a more specific organizational structure, leveraging the strengths of the personnel of ICPI and NCMA.

Bob Thomas will serve as the President and CEO (chief staff officer) of the unified association. Bob has been with NCMA for 31 years, including the last 13 as its President.

He has served on the Board of Directors of ASTM and Chair of the Concrete and Masonry Related Associations.

Departmental Coordination - The best way to ensure the unified organization retains an optimal blend of expertise and association management skills is through a staffing structure, which combines a traditional, departmental reporting structure with a product structure, building vertical teams based on subject matter expertise. This structure is efficient, flexible and can lead to higher staff morale because team members work within as well as across departments to implement organizational initiatives.

Merry Beth Hall, CAE will serve as the chief operating officer of the Unified Association.

Merry Beth has served as the Director of Education and Workforce Development for ICPI for the past 3 years. Prior to joining ICPI, she served in various association management roles in the plumbing and HVACR industry for 18 years.

Departments most likely to work closely include Technical, Education/Workforce Development, Marketing, and Government Relations. An example of this at work would be a new education program developed for a specific market segment; Education department members would tap the subject matter expertise of the Technical department to build a strong curriculum, and the Marketing department would create promotional materials that highlight the key differentiators of the program.

P a g e | 13

CATEGORIES

Through unification, the current members of both ICPI and NCMA will have a home. The membership categories and dues structure have been developed to provide equitable representation across the spectrum of companies involved in the industry.

Transition of Membership Categories All current members of ICPI and NCMA will be transitioned into the relevant membership category for the unified association.

Members will have the opportunity to evaluate new membership categories and transfer to a different relevant category as appropriate.

The chart to the left shows how each category will be transitioned

Membership Philosophy The unified association welcomes those companies who support advancing the use of concrete masonry and concrete hardscape products and best industry practices to join as members. The Association offers company memberships and individuals may join as professional voting or non-voting or recognized as Honorary Members.

Member Categories The unified association has voting and non-voting categories.

Companies that are members of a non-voting member category have access to and receive discounts to association programs, products, services, and events. Company representatives of voting members have the same benefits listed above and are also eligible to vote on association business and are eligible to serve on the Board and as officers as well as on committees. The dues structure provided on the following pages presents the initial structure for the unified association for its first fiscal year. For those members whose dues increase relative to their current dues, an incremental phase-in over a period of three years will be made available.

All amounts listed are USD for an annual membership. A company that qualifies for multiple membership categories must join at the category with thehighest dues.

P a g e | 15

MEMBERSHIP DUES

Producer Subcategories

Calculation of Producer Dues

Those who make manufactured concrete products (segmental concrete paving units, SRWs, ACB units, concrete masonry units, and/or manufactured stone veneer units)

Proposed producer dues are based on company production capacity and production. Dues are calculated based on the sum of the following:

must join as a producer member. Three subcategories are available:

1.



Producer



International Producer (non-voting) - available to those that only make manufactured concrete products outside of the U.S. and Canada –Dues - $1,800

2. Dues based on the number of block machine cavities in operation in the U.S., PLUS



Paving Slab Producer - those companies who ONLY manufacture precast concrete paving slabs. Companies that make slabs as well as other concrete products listed above must join as Producer members.

Dues based on the number of big board or multi-layer machines in operation in the U.S. and Canada, PLUS

3. Dues based on sales revenue from manufactured stone veneer (MSV).

4. Dues for International Producers and Paving Slab Producers are calculated separately.

Canadian Block Producers The unified association will maintain a strategic agreement with the Canadian Concrete Masonry Producers Association (CCMPA) similar to that currently with NCMA. CCMPA will pay dues for block producers in Canada on behalf of those companies, and producer members of CCMPA will be producer members of the unified association. Those companies that make other products under the scope of the unified association (pavers, SRW units, etc.) will pay dues separately for those products based on the unified association dues structure.

P a g e | 17

PRODUCER DUES

Big Board or Multi-Layer Machine Dues

Block Machine Dues

The proposed dues for big board or multi-layer machines are similar in concept to ICPl's current dues structure. The proposed structure does not include a production discount since those other non-paving products are now represented by the unified association. The machine multiplier has been simplified to only three different rates based on the number of big board or multilayer machines a company operates. A big board or multi-layer machine is defined as a machine with an overall mold area of 9 square feet or more. The following table explains the dues rates based on number of machines (and amount of production for those companies with a single machine).

Dues relative to block machines have been simplified from NCMA’s current dues structure. The component of NCMA's dues based on annual production has been removed, except for one-machine producers (similar to the philosophy for those producers that operate only one big board machine). Proposed dues based on block machines are based on the number of machine cavities operated by these companies. Cavities are counted for machines with a mold box opening of less than 9 square feet. Cavities are defined as the number of 8 x 8 x 16-inch (200 x 200 x 400 mm) units that can be made on that machine in one cycle. The following table explains the dues rates based on number of cavities (and amount of production for those companies with 5 cavities or less).

Number of Machines

Annual Production

1

< 1 million square feet

$5,400

1

> 1 million square feet

$7,200

2 to 6

Dues

$2,500 + $4,700 for each machine for 6 machines or less

7 to 10

$34,400 for 7 machines $38,100 for 8 machines $41,800 for 9 machines $45,500 for 10 machines

More than 10

$48,100 for 11 machines+ $2,600 for each machine above 11 machines

No. of Machine Cavities

No. of 8-Inch Equivalents

Dues

5 or less

< 1 million

$3,000

5 or less

> 1 million

$4,000

5 or less

> 2 million

$6,000

6 to 25

26 to 50

More than 50

Example – producer with 13 machines – total dues $53,300  $48,100 for first 11 machines  $5,200 for machines 12 & 13 (2 * $2,600)

$8,000 for 6 cavities + $2,000 for each cavity between 7 and 25 cavities, inclusive $46,800 for 26 cavities + $800 for each cavity between 27 and 50 cavities, inclusive $66,600 for 51 cavities + $600 for each cavity above 51 cavities

Example – producer with 40 cavities – total dues $58,000  $46,800 for 26 cavities  $10,400 for cavities 27-40 (14*$800)

Manufactured Stone Veneer Dues

Paving Slab Producer Dues

Because MSV products are not made on the same type of highcapacity machines, dues for manufactured stone veneer are based on the amount of revenue generated by the sale of units manufactured by the producer. Revenue generated from sale of MSV products made by other manufacturers is not included in producer dues calculations. Only sales in the U.S. and Canada are considered. The dues rate relative to sales for MSV producers is the same as that of Associate members of the association. The following table explains the dues rate based on gross sales of MSV units.

Because some paving slabs are not made on the same type of high-capacity machines, dues for paving slabs are calculated differently than other producers. Paving slab dues structure is for those companies who ONLY manufacture precast concrete paving slabs on a hydraulic machine or wet cast line . Companies that make slabs as well as other concrete products listed above must join as Producer members. Dues are based on production lines and number of facilities. The following chart shows dues for paving slab producers based on their production technology:

Annual MSV Sales Revenue

Dues

Production Technology

Dues

$2,750 + $1,250 per $Million in MSV sales

Hydraulic Machine

$2,275 per line

$20M or less

Automated Wet Cast Line

$1,620 per line

Over $20M up to and including $40M

$27,750 + $400 per $Million in MSV sales over $20M

Semi-Automated Wet Cast Line

$1,620 per line

Over $40M

$35,750 + $100 per $Million in MSV sales over $40M

Manual Wet Cast Line

$810 per line

Example – Producer with $7.3M in MSV Sales – total dues $11,875  Base fee $2,750  $9,125 based on $7.3M in sales (7.3 * $1,250)

Example – Producer with one semi-automated wet cast line and one manual wet cast line – total dues $2,430.  $1,620 for semi-automated wet cast line  $810 for manual wet cast line

P a g e | 19

OTHER MEMBER CATEGORY DUES

Contractor Those engaged in contracting services for the installation and/or maintenance of manufactured concrete products and systems are eligible to join as contractor members. Three tiers of membership are available: 

Contractor Voting – Dues $1,705



Contractor Affiliate (non-voting) - those in this category and the voting category are eligible to become an authorized instructor of specific education programs of the association. – Dues $565



Contractor Informational (non-voting) – Dues - $315

Dealer Those who do business as dealers or distributors of manufactured concrete products and/or materials used in the installation of such products, but do not manufacture such products, may join as a Dealer member. Two tiers are available: 

Dealer Voting – Dues $5,115



Dealer Affiliate (non-voting) – Dues $565

Associate

Professional

Those who supply products and services to producers and installers of manufactured concrete product systems are eligible to join as an associate member. This is a voting membership category.

Those who supply products or services used directly in the education, design or testing of manufactured concrete product systems or indirectly in the manufacture or installation of such products/systems are eligible to join as a professional member.

Organizations and companies qualifying for another membership category (producer, associate, contractor or international) are not eligible for professional membership. Individuals are permitted to join in this category if they are a sole-practitioner. Two tiers are available:

Proposed associate dues are based on the amount of revenue generated from sales of products or services related to the manufacturing of concrete products and from the installation of such products. Only sales in the U.S. and Canada are considered.

See below for the dues rate based on gross sales.

Annual Sales Revenue

Dues



Professional Voting – Dues $1,705



Professional Affiliate (non-voting) – Dues $565 o

$20M or less

$2,750 + $1,250 per $Million in sales

Over $20M up to and including $40M

$27,750 + $400 per $Million in sales over $20M

Over $40M

$35,750 + $100 per $Million in sales over $40M

Example – Associate with $25M in sales – Total dues $24,750  Base fee $22,750  $2,000 for $5M in sales over $20M (5 * $400)

Membership in this category is also open to non-profit organizations, associations, governmental agencies (municipalities, state/provincial agencies, and federal agencies, etc.), educational institutions, and/or design professionals interested in the industry, providing education to the industry, and/or promoting the industry’s interests.

Honorary Honorary membership is open to individuals who have made significant contribution to the industry who are no longer active on a daily basis of employment with a member company.

Membership is bestowed by the unified association Board of Directors. Those individuals who have been enshrined in the NCMA Hall of Fame or bestowed with Honorary Membership through ICPI prior to unification will be Honorary Members of the Unified Association. Honorary members are not entitled to vote.

P a g e | 21

FINANCE AND BUDGET

Consolidated Statement of Financial Position The Consolidated Statement of Financial Position presented is as of June 30, 2021. The combined net assets of the two organizations results in a unified association that is fiscally sound and well positioned to advance its mission. The unified association will have a fiscal year commencing on July 1, 2022 and ending June 30, 2023. Both organizations come into this unification with strong financial reserves covering over six months of operating expenses for each association. The consolidated reserves of the unified association will ensure it is prepared in the event of an economic downturn as well as to fund development of new programs outside the operating budget.

Unified Association, Statement of Financial Position, June 30, 2021

P a g e | 23

FINANCE AND BUDGET

Unified Pro Forma Budget The pro forma budget presentation is for the period July 1, 2022 – June 30, 2023. It includes continuation of all current programs of ICPI and NCMA.

Revenue Total revenue of $7.896M is based on current assumptions for the proposed dues structure and non-dues revenue sources as well as near-term growth expectations. Dues are estimated at $3.316M or 42% of the budgeted revenue. A 5% decrease is reflected in the combined dues of ICPI and NCMA resulting from a projected decrease, on average, in dues for current members of both organizations and an increase for members of a single organization. Combined Trade Show and Meetings revenue of $2.387M is expected with the largest share coming from Hardscape North America at $1.512M. Other Trade Show and Meetings revenue of $875K is anticipated from ICON Expo’s participation in The Precast Show, Virtual HNA, Annual Meeting and Midyear meeting. Combing the four ICPI and NCMA meetings into two will result in reduced revenue for registration and sponsorship. Education and Training of $843k includes the concrete paver and SRW installer courses, concrete paver and SRW installer designations, online training, webinars and other sales personnel and production training courses. The research laboratory will also contribute $615K or 8% of revenue to the association.

Total Revenue: $7,895,671

Expenses

Total Expense: $7,750,435

The total expenses of $7.750M include current personnel expenses compensation of the Executive Director of ICPI. The current budget for personnel of $3.590M and professional fees of $295K is 50% of expenses or 49% of revenue, which is within the range of benchmarked best practices of related trade associations. Staffing and outsourcing will be evaluated to ensure core competencies needed for the future are maintained. Trade Show and Meetings are the next largest expense at $1.680M and Marketing & Promotion at $734K. The expense budget includes anticipated initial saving of $666K based on reductions in salaries & benefits, legal fees, accounting & auditing fees, federal lobbying fees, office expenses, information technology, meetings expenses and insurance. If the organizations are unified, the headquarters location would be combined, adding an additional reduction in occupancy expenses, which is not reflected here. Based on these savings and per the feedback received from the membership during roundtable discussions at the ICPI and NCMA summer meetings, the marketing and promotion budget has been increased by $400K. The pro forma budget results in an excess of revenue over expenses of $145K or 2% of total revenue.

This pro forma budget is for illustrative purposes only. The budget will be refined and adjusted after a decision is made by the membership to unify and a new strategic plan is created and approved by the Board of the unified association.

Additional considerations Transition costs for bringing together two associations with different systems (both administrative and programmatic) will require effort, potentially including consultants and advisors. As such, there will be increased operational costs relative to the transition in the first three years of the unified association which would be funded from reserves.

P a g e | 25

The programs and projects of the unified association will be developed and implemented to benefit all members.

Both NCMA and ICPI come into this unification with a broad range of successful programs, as well as some that overlap. Through the transition to the unified association, continuity of programs will be maintained and strengthened. While not exhaustive, the following identifies the range of programs that will be in place for the unified association. 



Codes and Standards – maintain and advance the position of member products in codes and standards throughout the US and Canada. Technical Support –help members and designers with products and systems ensuring the proper and successful use of member products.



Laboratory – maintain an accredited and respected testing laboratory for members, clients, and industry research.



Education – provide a wide range of educational offerings, targeting audiences such as members, contractors, installers, designers, decision-makers and more both online and inperson.



Certification – strengthen current certification and designation programs for hardscape installers through both ICPI and NCMA as well as develop new ones to serve market needs.



Promotion – enhance current programs and development of new initiatives to promote member products and services to those that decide on which construction system to use.



Membership – maintain and develop networking and recruitment programs to generate new members and retain existing members.



Government Affairs – utilize a network of consultants to advocate for members with legislators, agencies, and regulators.



Hardscape North America – continue to grow this event targeting hardscape contractors, dealers, and installers annually including trade show, education, and more.



ICON – continue current tradeshows and business exchanges connecting producers with suppliers.



Resources – maintain current (NCMA TEK, ICPI Tech Specs, software) and develop new technical and promotional resources to designers, specifiers, and members.



Political Action Committee (PAC) – The NCMA PAC and ICPI PaverPac will be unified into a single, more influential group.

P a g e | 27

NETWORKING

Connecting members with similar interests and providing opportunities for expansion of professional networks is a very important benefit of membership.

Members of both ICPI and NCMA have recognized networking benefits are very important. It is critical that these opportunities be maintained and strengthened for the unified association. The following opportunities are envisioned: Events – the unified association events will provide numerous opportunities for networking. Whether the Annual Meeting, Midyear Meeting, Hardscape North America, ICON, or other events, networking will be provided through receptions, social events and forums.

Communities – these groups will continue as opportunities for members to connect, learn and grow. These communities provide unique experiences and discussions relevant to community members.

Hardscape Contractors Forum This group provides opportunities for hardscape installers and contractors to discuss issues of particular interest to them.

Young Professionals/Emerging Leaders A combination of NCMA’s Young Professionals Group and ICPI’s Emerging Leaders, this group will bring together young individuals and those new to the industry to learn and grow into the next generation of leaders.

Concrete Women Connect A group that allows women in the manufactured concrete products industry to network and learn from each other’s experiences.

Family Business/Small Business Forum This group is dedicated to discussing the issues particular to companies that are family-owned and smaller within the industry.

Past Chairs Group This combined group of both NCMA and ICPI Past Chairs of the Board serves in an advisory capacity to assist the current officers and Board as needed.

MEETINGS

Member meetings of an association are important functions for both keeping the membership updated on progress of various initiatives and also to chart the course for the future.

Respecting members' time, meetings will be as short and efficient as possible to accomplish the association's objectives while making every effort to not sacrifice quality networking time.

Virtual meetings will be employed when practical to reduce inperson committee meeting overlap, allow committees to focus on agenda items benefiting from face-to-face interaction, and shorten the entire on-site meeting schedule.

The physical locations of events will be variable to be fair and equitable to all members. A variety of sponsorship opportunities will be made available to members. Valuable relationships will be built and strengthened during networking events.

association. The programming will include association committee meetings, featured speakers and events such as Town Hall and General Session, and networking and community activities including receptions, social events, virtual plant tours, production boot camps, and a PAC reception.

The meetings will culminate with a meeting of the unified association Board of Directors. It is envisioned that meetings of the NCMA Education and Research Foundation and the ICPI Foundation for Education and Research would be collocated with the Annual Meeting and Midyear Meeting.

For 2022 The ICPI and NCMA annual meetings will be co-located in Kansas City, MO. The meetings will run concurrently from February 28 – March 3, 2022. In addition, both NCMA and ICPI are joining with The Precast Show, which will be March 3-5, 2022, also in Kansas City, MO.

Annual Meeting This meeting will be in conjunction with an industry trade show aimed at the producers of manufactured concrete products. It will typically be held in February or early March each year.

Midyear Meeting This meeting of the membership of the unified association will typically be held in August or early September each year.

Meeting Formats The format of the Annual Meeting and Midyear Meeting is envisioned to be a 3 to 4-day event for members of the unified

Kansas City, MO

Page

| 29

The brand of an association is very important. It provides the conduit to all audiences, whether they be prospective members, users of association resources or consumers of member products.

Both ICPI and NCMA have strong brands with presence in the marketplace, and it is important that the unified association build on these brands in the future.

That is why the specifics of the brand identity of the unified association is being left to the leadership of that unified association. Branding must be done carefully with input from all stakeholders. The members of the association must feel included in the brand, and it must speak to the audience and market of association products. It is not an exercise to be taken lightly or rushed.



All membership categories of the unified association must feel represented in the new brand. This will be accomplished by a diverse group of stakeholders involved in the branding activities.



External stakeholders (specifiers, owners, architects, designers, etc.) will be included in interviews and focus group activities throughout branding.



A clear transition plan for the current ICPI and NCMA brands (and the products and services tied to those brands) will be developed so that gaps or holes do not occur in the marketplace.

With these guiding principles and the leadership of the board of the new unified association, a brand that speaks to members and the public will be developed successfully. Therefore, for the purposes of this Unification Plan, a new brand for the unified association has not been developed. In the interim, the unified association will operate under the name ‘ICPI-NCMA’ until the branding process is complete. Following this, the unified association will operate under the new name developed and approved by the membership.

The Brand Development Process These branding exercises will begin soon after an affirmative vote for unification. The following guiding principles have been developed to help the new unified association navigate branding to achieve a positive outcome: 



A brand consultant that has experience in branding of a new association will be identified by the Unification Communications Task Group. The consultant chosen will not have worked with either NCMA or ICPI in the past to ensure that there are no preconceived notions or biases throughout branding work.

Page

| 31

FOUNDATION

The ICPI Foundation for Education and Research and the NCMA Education and Research Foundation will remain separate entities.

The missions of the respective foundations will remain the same. They will continue with separate leadership from their respective Boards of Trustees. It is envisioned that administration of both Foundations will be supported by staff of the unified association.

The nature and status of each Foundation along with their relationships to the association they are currently affiliated with will not change. The NCMA Education and Research Foundation will continue to be a private foundation, and the ICPI Foundation for Education and Research will remain an operating foundation that supports the unified association.

PROPERTY AND ASSETS

ICPI and NCMA both come into unification with assets and liabilities, as well as property. The unified association will be combining of assets and liabilities from both existing associations.

On property and office, no final decisions have been made.

Decisions for the unified association will be left to the leadership of the unified association. They will be the best ones to analyze current market conditions, the needs for space for staff and other activities, and will be able to act quickly when the time is right.

The general location for the headquarters of the Unified association will remain in the greater Northern Virginia area.

The unified association will continue to operate a Research and Development Laboratory (which NCMA currently operates) to benefit all members.

P a g e | 33

THE LEGAL PROCESS

This plan has provided the vision for the new unified association including programs, operations, and more.

In order to provide the memberships of both ICPI and NCMA with all the necessary information to make an informed decision on unification, certain legal steps are necessary in order to make the unification a reality.

NCMA is incorporated in Illinois, while ICPI is incorporated in Virginia. Both are non-stock, non-profit trade associations.

The legal process to dissolve both associations and create an entirely new organization is lengthy and time consuming.

After consideration by the Unification Committee and both Boards the simplest and most cost-effective way to implement a unified association would be a merger.

This provides a much simpler process to transfer the assets and liabilities of one organization into the other while also modifying the articles of incorporation of that group to reflect the new unified association. Therefore, the plan that has been approved by both Boards and is being presented to the membership is to have NCMA transfer assets to ICPI, which is already incorporated in Virginia and modify ICPI Articles of Incorporation. Each association requires 30% of voting member representatives for a quorum.

Regardless of the legal process used, the final product is the same – a new unified association representing the interests of the combined membership of both NCMA and ICPI.

4. The unification will be approved if two-thirds of the votescast by eligible voting members of each association approve this plan.

Following a successful vote, the next steps are: 

The initial Leadership Development Committee is responsible for develop a slate of candidates for the Board and Officers of the unified association. The Board of ICPI and the Board of NCMA has appointed the following individuals to the initial Leadership Development Committee: - Kendall Anderegg, Mutual Materials - Cochair - Tom Finch, RCP Block & Brick - Co-chair - Dave Carter, Brampton Brick - Larry Nicolai - Pavers by Ideal - Dean Jurik - ACM Chemistries - Kevin Brown - Columbia Machine - Gary Stowe – Stowe Contracting - Kevin Earley - Oldcastle Architectural - Heidi Jandris - Jandris Block - Pat Sauter - King's Material - Travis Hilldore - Pathfinder - Rich Solomon - Solomon Colors



The slate of candidates for the initial board and officers must be approved by the Boards of both ICPI and NCMA.



The Officers and Initial Board of the unified association be seated, and operations of the new unified associationwill begin on July 1, 2022.

For this to happen, the following would need to occur:

1.

The Unification Committee develops the Plan for Unification (the document you are reading now is a summary of this agreement that provides all relevant details).

2. The Board of ICPI and the Board of NCMA both approve this plan, along with the following document. (Both boards approved the plan on October 20, 2021): a. Agreement for Unification – the legal document between ICPI and NCMA outlining how unification through merger will happen. b. Plan of Merger – the legal document filed with relevant government entities.

3. The voting members of both ICPI and NCMA must approve this plan and relevant legal documents.

While eballoting will be open for both ICPI and NCMA from November 17th through the 30th, each association has its own available voting windows. a. For NCMA members, eballoting will be open from 11-10-21 to 11-30-21. Refer to instructions from NCMA onhow to register your vote b. For ICPI members, a virtual membership meeting will be on 11-30-21 and eballoting will be open from 11-17-21 to 11-30-21. Refer to instructions from ICPI andNCMA on how to register your vote.

Page

| 35

PLAN OF MERGER PLAN OF MERGER of National Concrete Masonry Association into Interlocking Concrete Pavement Institute

F.

The Merger will occur in accordance with the terms and conditions of this Plan of Merger, Title 13.1, Chapter 10, Article 11, of the Code of Virginia, and 805 ILCS 105, Article 11 of the Illinois General Not For Profit Corporation Act, (together, the “Merger Statutes”).

G. The Merger is conditioned upon approval of the Board

This Plan of Merger (the “Plan of Merger”) is made effective as of July 1st, 2022 by and between the Interlocking Concrete Pavement Institute, a Virginia nonstock corporation (“Surviving Entity”), and the National Concrete Masonry Association, an Illinois not for profit corporation (“Merging Entity”). (Surviving Entity and Merging Entity are sometimes collectively referred to herein as the “Constituent Entities.”)

RECITALS A. Surviving Entity is a corporation organized and existing

under the laws of the Commonwealth of Virginia.

B. Merging Entity is a corporation organized and existing

under the laws of the State of Illinois.

C. The Board of Directors of Merging Entity deems it advisable

and in the best interests of Merging Entity for Merging Entity to be merged with and into Surviving Entity (the “Merger”).

D. The Board of Directors of Surviving Entity deems it advisable

and in the best interests of Surviving Entity for Merging Entity to be merged with and into Surviving Entity.

E. The members of the Surviving Entity and the Merging Entity

have the right to approve the Merger under applicable law andthe Bylaws of the respective Constituent Entities.

of Directors and the voting members of both the Merging Entity and the Surviving Entity.

AGREEMENT In consideration of the premises and the mutual covenantsand agreements herein contained, the parties agree as follows: ARTICLE ONE The Merger 1.1.

At the Effective Time (as defined below), Merging Entity shall merge with and into Surviving Entity in accordance with the terms and conditions of this Plan of Merger and the Merger Statute. Thereupon, the separate existence of Merging Entity shall cease, and Surviving Entity shall be the entity surviving the Merger and shall continue to exist under and be governed by the Code of Virginia.

1.2. The Merger shall become effective as of July 1st,

2022 (the “Effective Time”).

1.3. The Merger shall have the effect specified in the

Merger Statutes. All property, real, personal, and mixed, of each of the Constituent Entities, and all debts due to either of them, shall be vested in Surviving Entity, without further act or deed.

Surviving Entity shall henceforth be responsible and liable for all the liabilities and obligations of each of the Constituent Entities, and any claim or judgment against either of the Constituent Entities may be enforced against Surviving Entity. Further terms of theagreement of the Constituent Entities as to the Merger shall be included in the Unification Agreement agreed to by the Constituent Entities.

voting members of the corporation in a manner set forth in the bylaws, and ex-officio directors who shall be the Officers and Chairs of the Masonry and Hardscapes Committees of the corporation as set forth in the bylaws. c) Article 5 of the Articles of Incorporation is amended to read as follows: The nonprofit purposes of the corporation are to promote, develop, and expand upon the use of manufactured concrete product systems in the United States and Canada.

ARTICLE THREE Terms and Conditions of Merger

ARTICLE TWO Articles of Incorporation 2.1. At the Effective Time, the Articles of Incorporation of Surviving Entity shall be amended pursuant to this Plan of Merger, which amended Articles of Incorporation shall be the Articles of Incorporation of the Surviving Entity, until thereafter further amended in the manner provided by applicable law of the Code of Virginia and in accordance with the Articles of Incorporation of the Surviving Entity: a) Article 1 of the Articles of Incorporation is amended to change the name of the corporation to ICPI-NCMA. b) Article 3 of the Articles of Incorporation is amended to read as follows: The Board of Directors of the corporation shall consist of those directors elected by the

3.1. The terms and conditions of the Merger shall be

consistentwith this Plan of Merger, the Merger Statutes, and the Unification Agreement entered into between the Constituent Entities.

3.2. All voting and nonvoting members of each of the

Constituent Entities shall be converted to equivalent categories of membership in the Surviving Entity.

ARTICLE FOUR Termination 4.1 At any time prior to the Effective Time, this Plan of Merger may be terminated, and the Merger abandoned by either of the Constituent Entities, and in such event, this Plan of Merger shall have no further force or effect and there shall be no liability on the part of the parties hereto.

Page

| 37

ARTICLE FIVE Counterparts 5.1. This Plan of Merger may be executed in any number of counterparts, including counterparts transmitted by electronic means, and each such counterpart shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.

IN WITNESS WHEREOF, each party has caused this Plan of Mergerto be executed by its duly authorized representatives as of the datefirst written above.

Interlocking Concrete Pavement Institute By: Signature Name/Title:

ARTICLE SIX

National Concrete Masonry Association

Amendment

By

6.1. At any time prior to the Effective Time and subject to applicable law, this Plan of Merger may be amended, modified, or supplemented only by written agreement of the parties duly authorized by their respectiverepresentatives.

Signature Name/Title: