application process and materials

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To: Members Interested in Serving on the National Board

From: Ed DiAntonio, CPCE, CMP, Chair, Nominations and Elections Committee

Date: April 7, 2021

Re: Nominations for the National Board of Directors

Thank you for your interest in serving in a leadership role on the National Board of Directors of the National Association for Catering and Events (NACE). Serving on the National Board provides the opportunity to guide the strategic direction of the organization and the catering and events industry. The NACE National Board is currently accepting applications for the offices of Secretary, Treasurer, Vice President, serving a one-year term, and two At-Large Directors serving a two-year term, with all terms beginning January 1, 2022. New this year are the two At-Large Director seats. These board positions have been added to the National Board at the recommendation of NACE’s Pathways to Leadership Task Force. These Director seats offer additional routes for NACE members to provide leadership and strategic direction to the organization. These directors will serve a two-year term and have more flexible eligibility requirements than the requirements for officers. All NACE members with a passion for the organization and a strategic outlook are encouraged to consider these opportunities. 2021 Application Process Each interested candidate should review all of the information included in this document and complete the online nomination form. This document includes:

§ Board member candidate selection criteria § Qualifications and desirable characteristics § Timeline § National Board position-at-a-glance § Position descriptions § National Board travel policy § Conflict of Interest policy

Nominations will be accepted until 11:59 PM ET on Sunday May 9, 2021

through the online form at www.nace.net/nominations only. The Nominations and Elections Committee will review all applications to verify the eligibility of each nominee and to answer questions regarding the elections process. A list of eligible nominees will be provided to the NACE Board of Directors for approval. Upon the board’s approval, nominees will be notified of their status. Election votes will be cast by NACE Delegates during the Experience Conference, August 1-4 at the Bellagio Resort in Las Vegas, Nevada.

IMPORTANT In fairness to all nominees, deadline extensions will not be provided.

Submissions not received by the deadline cannot be considered.

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Eligibility Qualifications for Secretary, Treasurer and Vice President The Nominations and Elections Committee will review the qualifications of the Secretary, Treasurer and Vice President, who are officers of the association, as defined by NACE Bylaws.

1. Holds a current CPCE credential 2. Has attended at least two NACE national education conferences and two national leadership

conferences 3. Has been a NACE professional member in good standing for six (6) years 4. Served on a NACE chapter board in an executive committee position for a minimum of two (2)

years Additionally, nominees for the position of Vice President must also have completed one (1) term as Treasurer or Secretary, or have been a past National Board officer within the past five (5) years. Eligibility Qualifications for At-Large Directors (2 seats available) The Nominations and Elections Committee will review the qualifications of prospective At-Large Directors as defined by NACE Bylaws.

1. Holds a current CPCE credential 2. Has attended at least one (1) NACE national conference or national leadership conference 3. Has been a NACE professional member in good standing for three (3) consecutive years 4. Has two years of experience on a chapter board or national standing committee.

Position At-A-Glance For a summary of positions, eligibility requirements and responsibilities, please review the National Board Position At-A-Glance included in this document. Desirable Characteristics for all Directors

1. Substantial knowledge of the catering and event industry 2. High standards of integrity, professionalism and ethical conduct 3. Commitment to the mission, vision and values of NACE 4. Understanding of the NACE strategic plan 5. Commitment to ensuring a diverse and inclusive community 6. Belief in teamwork, trusting relationships, and creating synergy 7. Strong financial awareness 8. Experience with strategic projects and initiatives 9. Demonstrated volunteer leadership experiences outside of NACE 10. Understanding and vision for NACE as a national organization beyond the personal/local

experience 11. The ability and willingness to travel several times per year to represent NACE. NACE provides

travel support to board members, and will cover the costs of transportation and lodging, plus a daily per diem for meals and incidental expenses. Travel requirements include:

a. Travel to the national leadership conference and the national education conference for face-to-face meetings

b. Travel to up to 3-4 chapters per year for chapter visits c. Annual joint strategic retreat with the Foundation of NACE Board of Trustees d. Potential travel to industry events such as Catersource/TSE and other events dependent

upon board position.



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Application Process and Materials Applications must be submitted online using the electronic form available at www.nace.net/nominations.

• A current resume expressing your career history and goals • Two current professional letters of recommendation • A candidate statement addressing three questions:

o From your own perspective, what are two key emerging challenges or opportunities that our association faces and how can NACE best be prepared to address them?

o What specific talents do you possess that would affect the association on advancing our mission?

o How can NACE best support its members and the catering and events industry? • A high-resolution color or black-and-white photo in an electronic format (JPEG, PNG or TIFF)

Informational Webinar An informational webinar will be held on April 14 at 3:00 PM ET and will then be available on-demand. Join the NACE National Nominations & Elections Committee and members of the NACE National Board to learn more about volunteer leadership opportunities on the National Board. This informational session will cover the nominations and elections process, eligibility, role descriptions and more! Register for this webinar at: https://us02web.zoom.us/webinar/register/WN_SeILvNLlS4CO9ejCPi673g Timeline

• April 7, 2021 Nominations Open • April 14, 2021 Informational Webinar (3:00 PM ET) • May 9, 2021 Nominations Close • May 10-20, 2021 Nominations and Elections Committee Verifies Nominee Eligibility • May 26, 2021 Candidate List Presented to National Board of Directors • June 2, 2021 Candidates Announced to Membership • June-July 2021 Virtual Meet the Candidates for All Members (two) • August 1 2021 Candidate Q&A for Delegates • August 1, 2021 Elections at Experience 2021 in Las Vegas • September 2021 Joint NACE/Foundation Strategic Retreat for 2021 and 2022 Boards • October-Dec. 2021 Officer and Director Onboarding and Elections • January 1, 2022 2022 Board Terms Begin

If you have any questions, you can contact me by email at [email protected]. Please accept my personal appreciation for your interest and willingness to serve NACE. It is YOUR dedication that makes us great! Sincerely, Ed DiAntonio, CPCE, CMP Chair, 2021 Nominations & Elections Committee NACE Past National President



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NACE NATIONAL BOARD POSITION DESCRIPTIONS Approved March 24, 2021

IMMEDIATE PAST PRESIDENT Advancement from President, One-Year Term

CHARGE OR OBJECTIVES: Provide continuity in elected leadership and supports board development and long-range planning. RESPONSIBILITIES:

• Committee Liaison: Nominations & Elections • Works with Executive Director on governance initiatives • Works on committee charters as needed

PRESIDENT Advancement from President-Elect, One-Year Term CHARGE OR OBJECTIVES: Directs the activities of the national board of directors. Leads the activities of the association in conjunction with the NACE Strategic Plan. Provides direction and supervision to the Executive Director RESPONSIBILITIES

• Preside at all board of directors' meetings. • Official spokesperson for NACE • Strategic Objective: Thought Leader – Board Liaison to the Foundation of NACE • Nurtures NACE culture and community • Sets agenda and order for Board meetings. • Works with Executive Director on strategic initiatives. • Oversees the Board’s development and planning. • Commissions Task Force work as needed.

PRESIDENT-ELECT Advancement from Vice President, One-Year Term

CHARGE OR OBJECTIVES: Provides continuity in elected leadership and guides future-year strategic and operational planning and development. RESPONSIBLITIES:

• Strategic Objective Focus: Membership Initiatives • Committee Liaison: Awards, Membership • Works with Staff Liaison connected on membership strategic initiatives • Works closely with the President to ensure a smooth transition to President's position • Sets agenda and order for board meetings in the absence of the President. • Chairs Audit Committee

VICE PRESIDENT Elected by Delegates, One-Year Term

RESPONSIBILITIES: • Strategic Objective: Education related strategies • Committee Liaison: Education and Certification • Works with staff liaison on strategic initiatives

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TREASURER Elected by Delegates, One-Year Term CHARGE OR OBJECTIVES: Responsible for overseeing the financial records of the association. Responsible along, with the Executive Director, for current and long-term financial stability and planning of the association and the supervision of complete and accurate financial records and reporting of the association. RESPONSIBILITIES:

• Committee Liaison: Marketing & Communications • Strategic Objective: Financial Sustainability and Strength. • Oversee accurate accounting and financial operations and related policies • In conjunction with the Executive Director, prepare annual budget. • Chairs the Finance and Investment Committees

SECRETARY Elected by Delegates, One-Year Term

CHARGE OR OBJECTIVES: Responsible for overseeing the records of the association. Monitors and administers Conflict of Interest policies and procedures. Leads board activity related to bylaws, bylaws interpretation and revision. RESPONSIBILITIES:

• Strategic Objective: Transparency and administration • Committee Liaison: Conference Advisory • Works with Staff Liaison on strategic initiatives

CLC CHAIR Elected by CLC, One-Year Term

CHARGE OR OBJECTIVES: Responsible for providing guidance and support on national strategies and programs that support, develop, administer and manage chapters. RESPONSIBILITIES:

• Strategic Objective: Chapter leadership excellence • Committee Liaison: Chapter Leaders Council

AT-LARGE DIRECTOR (2 Seats) Elected by Delegates, Two-Year Term

CHARGE OR OBJECTIVES: Provide strategic direction to the National Board of Directors. Help lead the organization and act as a voice of membership in the deliberations and decisions of the board. Fulfill the duties of directors to the organization. RESPONSIBILITIES:

• Liaison Work: As assigned by the National President • Support the development, evolution and execution of the strategic direction of NACE • Work with the Executive Director on topics and initiatives as determined by the board

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NACE National Board Position At-A-Glance

Rev. March 31, 2021 Page 1

Position Overall Focus Term Filled By Eligibility Requirements

Immediate Past President

Provide continuity in elected leadership and support board development and long-range planning. Serve as liaison to Nominations and Elections Committee.

1 year á

Advancement from President

• Have served as the President during the immediately preceding term

• Hold a current CPCE designation

President

Direct the activities of the National Board of Directors. Act as the official spokesperson of NACE. Lead the activities of the association in conjunction with the NACE Strategic Plan.

1 year á

Advancement from President-Elect

• Have served as the President-Elect during the immediately preceding term

• Hold a current CPCE designation • Have been a NACE professional member in good

standing for a minimum of six (6) years • Have attended at least two (2) national education

conferences and two (2) national leadership conferences

• Have served on a NACE chapter board executive committee position for a minimum of two (2) years

President-Elect

Serve in the absence of the President or fill the vacancy created by the President. Focus on Membership activities. Work with President to ensure a smooth board transition and succession planning.

1 year á

Advancement from Vice President

• Have served as the Vice President during the immediately preceding term



conferences and at least two (2) national leadership conferences

• Have served on the National Board for a minimum of 2 years.


Vice President

Provide strategic direction to the organization. Help lead the organization and act as a voice of membership in the deliberations and decisions of the board. Fulfill the duties of directors to the organization. Serve as liaison on Education initiatives.

1 year à Elected by Delegates

• Have completed one (1) term as Treasurer, Secretary, or have been a past National Officer within the past 5 years.



conferences and two (2) national leadership conferences.


NACE National Board Position At-A-Glance

Rev. March 31, 2021 Page 2

Position Overall Focus Term Filled By Eligibility Requirements

Treasurer

Oversee the financial records of the association. Guide current and long-term financial stability and planning and the oversight of complete and accurate financial records and reporting of the association. Lead budget development. Chair the Finance and Investment Committees.



standing for a minimum of 6 years • Have attended at least two (2) national education



Secretary

Oversee the records of the association. Monitor and administer Conflict of Interest policies and procedures. Lead board activity related to bylaws, bylaws interpretation and revision.



standing for a minimum of 6 years • Have attended at least two (2) national education



CLC Chair

Provide guidance and support on national strategies and programs that support, develop, administer and manage chapters. Lead the CLC and direct the activity of CLC Mentors.

1 year à

Elected by Chapter Presidents

• Have served as a chapter President • Hold a current CPCE certification • Have been a NACE member in good standing for

a minimum of six (6) years • Have attended at least two (2) national education

conferences at two (2) national leadership conferences

• Have served on the CLC Committee for at least one (1) year

• Must vacate any chapter board position held and ensure proper succession is in place

NEW Director At-Large

(2 seats)

Provide strategic direction to the organization. Help lead the organization and act as a voice of membership in the deliberations and decisions of the board. Fulfill the duties of directors to the organization. Serve as committee liaison as assigned by the National President.


• Have been a member in good standing for three (3) consecutive years

• Hold a current CPCE designation • Have attended one (1) national education

conference or one (1) national leadership conference

• Have served on a national standing committee or chapter board for a total of two (2) years

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QUALIFICATIONS & RESPONSIBILITIES (Excerpted from the NACE National Bylaws Adopted 3/24/2021)

ARTICLE 6 – OFFICERS 6.1 Officers. The officers of NACE shall be the President, President-Elect, Vice President, Secretary,

Treasurer, Chapter Leadership Council Chair, and immediate Past President. All officers shall serve for one (1) year terms.

6.2. Election of Certain Officers. 6.2.1 At least 60 days and no more than 90 days prior to the Association's Annual Meeting,

the Secretary shall circulate to the membership an election announcement, along with the Governance Committee's list of potential candidates up for election.

6.2.2 Generally, the office of President-Elect shall be filled by the previous Vice President, the office of President shall be filled by the previous President-Elect, and the office of immediate Past President shall be filled by the previous President (the “Successive Roles”). In the event that the current Vice President, current President-Elect, or current President do not intend to serve in their Successive Role for the following term, the candidates will fill the positions in successive order to the extent possible. In such a circumstance, the Governance Committee may propose candidates for the offices of President-Elect and President under subsection 6.2.1. In the event the current President does not intend to serve as immediate Past President for the following term, the Governance Committee may propose the current immediate Past President serve a second term in that role under subsection 6.2.1.

6.2.3 It will be the responsibility of Governance Committee to conduct a timely review and study of qualifications of the presentation of individual nominees and candidates for officer positions, prior to election announcement.

6.2.4 The Governance Committee shall ensure that no person shall serve more than seven (7) consecutive terms unless a majority vote of the Board, during the course of a Board meeting at which a quorum is present, votes to approve the addition of an individual to the slate for one (1) additional year upon request of the Governance Committee. After serving for seven (7) consecutive years, or eight (8) under the provisions of this subsection, a member may be eligible for reconsideration as an Officer after one (1) year has passed since the conclusion of such individual’s previous service.

6.3. Vote Required to Elect. A majority vote of the certified voting delegates shall be necessary to approve the candidates as described in Section 6.2, provided a quorum is present.

6.4. Judges and Tellers. The Chair of the Governance committee shall appoint inspectors, consisting of a judge and two tellers, none of whom shall be a candidate for office or a certified delegate or be assigned a certified proxy, to process and certify the elections by determining the voting power of the certified voting delegates, the existence of a quorum, the validity and effect of proxies, and such other acts as are proper to conduct the election or vote with fairness to all members. The Judge and Teller must be professional members in good standing and appointed (15) days prior to the election. The tellers, after collecting and counting the ballots, will determine the result of the election. The judge and tellers will certify and report the results of the election to the chair of the Governance Committee, who will be responsible for announcing the results to the general assembly. The judge and tellers shall hear and determine all challenges and questions arising in connection with the election. Any question concerning the results shall be made at this time. If there is no question, the results will be accepted, and the vote declared valid. Should the vote be taken electronically, any questions must be submitted to the Chair of the Governance Committee within 24 hours. Once all questions are answered/resolved by the judge and tellers, the vote can be declared valid.

6.5. Qualifications and Eligibility. All candidates for election must be NACE Professional Members in good standing as defined in section 3.4, and meet the following additional eligibility requirements as well as any requirements of this Article 6 and of any position descriptions prepared by the Board in accordance with Article 7.2. 6.5.1. President. The President shall act as chair of the Board of Directors and must:

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(a) have served as the President-Elect during the immediately preceding term; (b) be a Certified Professional in Catering and Events (hereinafter referred to as “CPCE”); (c) have been a NACE professional member in good standing for a minimum of six (6) years and have attended at least two (2) NACE national conference and two (2) leadership conferences; (d) have served on a NACE Chapter board executive committee position for a minimum of two (2) years.

6.5.2. President-Elect. The President-Elect shall act as the president in the event of the death, absence, or inability for any cause to act of the current president and must: (a) have served as the Vice President during the immediately preceding term; (b) be a CPCE; (c) have been a NACE professional member in good standing for a minimum of six (6) years and have attended at least two (2) NACE national conference and at least two (2) leadership trainings; (d) have served on the National Board for a minimum of 2 years. (e) have served on a NACE Chapter board executive committee position for a minimum of two (2) years.

6.5.3. Vice President. He or she shall act as the Board liaison to the special committee designated in this office’s position description and must: (a) have completed one (1) term as Treasurer, Secretary, or have been a past national Officer; within the past 5 years. (b) be a CPCE; (c) have been a NACE professional member in good standing for a minimum of six (6) years and have attended at least two (2) NACE national conferences and two (2) leadership conferences. (d) have served on a NACE Chapter board executive committee position for a minimum of two (2) years.

6.5.4. Treasurer. The Treasurer shall act as the Board liaison to the special committee designated in the office’s position description and must: (a) be a CPCE; (b) have been a NACE professional member in good standing for a minimum of 6 years and have attended at least two (2) NACE national conferences and two (2) leadership trainings; (c) have served on a NACE Chapter board executive committee position for a minimum of two (2) years.

6.5.5 Secretary. The Secretary shall act as the Board liaison to the special committee designated in the office’s position description and must: (a) be a CPCE; (b) have been a NACE professional member in good standing for a minimum of 6 years and have attended at least two (2) NACE national conferences and two (2) leadership trainings; (c) have served on a NACE Chapter board executive committee position for a minimum of two (2) years.

6.5.6 Past President. The Past President shall carry out such duties as are determined by the Board and must: (a) have served as the President during the immediately preceding term; and (b) be a CPCE.

6.6. Chapter Leadership Council Chair. The Chapter Leadership Council (CLC) Chair shall be elected annually by the CLC representatives from each chapter. The CLC Chair much have completed a full term as a chapter president. The CLC Chair much be a CPCE.

6.7. Duties. The duties of the officers of NACE shall be defined by position descriptions prepared by the Board of Directors and made accessible to the membership.

6.8. Vacancies.

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6.8.1 In the event of a vacancy of the President or President-Elect, President-Elect and/or Vice-President, as applicable, would assume the respective successive positions.

6.8.2 In the event of a vacancy of the Past President, that vacancy will not be filled. 6.8.3 In the event of a vacancy in Secretary or Treasurer that occurs more than three (3)

months before the next annual election, the Governance Committee will make a recommendation for the position, to be approved by the voting delegates.

6.8.4 In the event of a vacancy of CLC Chair, the CLC representatives may elect a replacement.

ARTICLE 7 – BOARD OF DIRECTORS 7.1. General Powers. The affairs of NACE shall be governed by a Board of Directors, which shall

have all the rights, powers, privileges, and limitations of liability of directors of a not-for-profit corporation organized under the N-PCL. The board shall establish policies and directives governing business and programs of NACE and shall delegate to the Executive Director and NACE staff, subject to the provisions of these bylaws, authority, and responsibility to see the policies and directives are appropriately followed. The Board of Directors shall report annually to the members on NACE’s finances and NACE’s progress in fulfilling its purposes. Subject to the restrictions and obligations set forth by law, and these Bylaws, the Board of Directors may exercise all powers of NACE to fulfill its duties and carry out the objectives and purposes of NACE. The duties of the Board of Directors shall include the following: 7.1.1. provide the vision and direction for NACE in the furtherance of NACE’s purposes,

mission, and objectives; 7.1.2. supervise and direct the affairs and business of NACE, its committees and all

organizational units, and its publications and determine its policies or changes therein; 7.1.3. establish the financial policies of NACE and be accountable for the assets of NACE,

including but not limited to the authorization of expenditures; 7.1.4. maintain relationships with other organizations interested in the catering and event

industries; and 7.1.5 exercise any other authority and powers as may be granted to them in these Bylaws,

and fulfill all the duties, responsibilities, and obligations prescribed by these Bylaws, and applicable law and regulations.

7.2. Number and Qualifications. The Board of Directors shall be composed of the following officers, serving ex officio: President, President-Elect, Vice President, Treasurer, Secretary, Chapter Leadership Council Chair, and the immediate Past President of NACE in the year following his or her term as President; and two (2) At-Large Directors not serving as officers. The size of the entire Board shall be determined based upon the number of directors and officers serving at any time. Directors shall be at least eighteen (18) years of age and, unless otherwise provided, must be NACE members in good standing. No director shall serve simultaneously on a NACE chapter board of directors or on a national board of a competing organization or association, as defined by the board of directors. 7.2.1. At-Large Directors. At-Large Directors shall be elected by voting Delegates and shall

serve a two-year term. At-Large Directors shall be members in good standing for three (3) consecutive years; hold a current Certified Professional in Catering and Events (“CPCE”) designation; have attended one (1) Annual Meeting or one (1) National Leadership Conference; and have served on a National Standing Committee or Chapter Executive Board for a total of two (2) years.

7.2.2. Executive Director. The Executive Director of NACE shall be an ex-officio director, and shall not be entitled to vote. Should the position of Executive Director be vacant, the person designated to serve as interim Executive Director may temporarily fill this seat on the Board of Directors until such time as a new Executive Director is hired, provided that such interim Executive Director is not already serving on the Board of Directors. The Executive Director’s term on the Board of Directors shall be equivalent to his or her term of employment as Executive Director.

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7.3. Quorum and Voting. Not less than a majority of the directors in office and entitled to vote shall constitute a quorum. Each director with voting privileges shall be entitled to exercise one vote; there shall be no voting by proxy. The vote of a majority of the directors present and able to act at a meeting where a quorum is present shall be the act of the Board of Directors.

7.4. Meetings of the Board. Regular meetings of the Board of Directors shall be held at least twice a year, at such times and places as determined by the Board of Directors. One regular meeting shall be in conjunction with the annual membership meeting. Special meetings of the Board of Directors may be called at any time by the President or by written request of three (3) members of the board. 7.4.1. Notice of Meetings. Regular meetings may be held without notice if the time and place

of such meetings is fixed by the Board of Directors. Meetings, not regularly scheduled, may be held upon notice given to all directors at least twenty-four (24) hours in advance by U.S. mail, electronic mail, facsimile, or any other means of electronic transmission.

7.4.2. Participation by Telephone or Video. The directors or any committee of the Board of Directors may participate in a meeting by means of a conference telephone or similar communications equipment, or by video conference, allowing all persons participating in the meeting to hear each other at the same time and each person can participate in all matters, including, without limitation, the ability to propose, object to, and vote upon a specific action to be taken. Participation by such means shall constitute presence at a meeting.

7.4.3. Agenda and Minutes. A meeting agenda will be prepared by the Executive Director in consultation with the President and distributed to the Board of Directors in advance of such regular meetings. The minutes of all Board meetings shall be duly recorded by the Secretary/Treasurer, or by the Executive Director, whose duty it shall be to distribute to each member of the Board of Directors a copy of the minutes of each meeting of the Board within fourteen (14) days after the close of such meeting. All recorded meeting minutes should be made available to the membership, upon request, and will be published to the NACE website in the members’ designated section.

7.5. Action by Written Consent. Any action required by law to be taken at a meeting of the Board, or any action that may be taken at a meeting of the Board, may be taken without a meeting if consent in writing setting forth the action so taken shall be signed by all Board members. Such consent shall be placed in the minute book of the NACE and shall have the same force and effect as a unanimous vote of the Board taken at an actual meeting. The Board members' written consent may be executed in counterparts. If written, the consent must be executed by the director by signing such consent or causing his or her signature to be affixed to such consent by any reasonable means including, but not limited to, facsimile signature. If electronic, the transmission of the consent must be sent by electronic mail and set forth, or be submitted with, information from which it can reasonably be determined that the transmission was authorized by the director.

7.6. Compensation and Reimbursement. The Board shall receive no compensation other than reimbursement for reasonable expenses. However, provided the compensation structure complies with Sections relating to "Contracts Involving Board Members and/or Officers" as stipulated under these Bylaws, nothing in these Bylaws shall be construed to preclude any Board member from serving NACE in any other capacity and receiving compensation for services rendered.

7.7. Performance. Unless excused for a personal or business emergency (not a conflict in schedule) by the President, directors shall attend at least one-half (1/2) of the in-person meetings and 75% of the conference calls of the Board of Directors held per year. Failure of a director to perform as prescribed may be grounds for removal as provided for by law, these Bylaws, and procedures of the Board for same. If a director is absent from two or more meetings/conference calls without being excused, the director shall be asked to resign.

7.8. Resignation or Removal. 7.8.1. Resignation. Any director may resign at any time by giving written notice to the

President, Secretary or the Executive Director. The resignation shall take effect upon

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receipt thereof, and the acceptance of such resignation shall not be necessary to make it effective. Unless the Attorney General of New York is first notified, no director may resign when NACE would then be left without a duly elected director in charge of its affairs.

7.8.2 Suspension. The Board of Directors may suspend for cause immediately the authority of any director to act in that position. Any suspension of a director shall take place according to a procedure established by the Board of Directors.

7.8.3. Notice of Removal Proceedings. Directors may be removed by the membership from their role as director and officer, and if a vote to remove an individual will be held at a special meeting, the notice of such meeting must state that one of the purposes of the meeting is to vote on the individual’s removal however, the Chapter Leaders Council Chair may only be removed by vote of the CLC representatives. Directors subject to a removal vote shall be given thirty (30) days’ notice that such a vote will occur. That director may submit a written statement during those thirty (30) days, or the director may appear at the meeting at which the removal vote will be held and make a statement prior to that vote.

7.9. Orderly Transition. It shall be the duty and obligation of all officers, directors, and committee chairs to turn over to their successors all NACE records and correspondence related to their terms of office and such other documents and materials as may pertain to their office. The foregoing obligation shall be completed not later than ten (10) days after the new officers and directors have taken office.

7.10. At-Large Director Vacancy. In the event of a vacancy in an At-Large Director position, the Board of Directors may, by majority vote, appoint a replacement to serve the remainder of the vacated Director’s term.

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NACE National Board Travel and Expense Policies Policy Updated: 12/18/2019 Effective Date: 1/1/2020 Supported Travel Purposes NACE budgets funds to support board members for required or requested travel primarily for the following purposes:

1. Major NACE conferences (Evolve/Experience) 2. Board chapter visits 3. Business development and allied industry events 4. In-person board meetings 5. Regional education

Other necessary organizational travel may also be supported at the discretion of the board. Travel Request Policy

• With the exception of major conference travel, in-person board meetings and assigned chapter visits, a request for travel must be submitted to the Executive Director for funding review and approval, and when necessary approval by the Treasurer.

• Travel requests must be submitted no less than 30 days prior to travel. • Travel requests by the President and Treasurer are reviewed by the President-Elect. • Travel requests with fewer than thirty (30) days’ notice will be considered only where an urgent

chapter or organizational need exists. Examples of urgent chapter request may include conflict mediation and/or dispute resolution. Organizational urgent travel may include travel required on behalf of a staff or board member because of a medical emergency.

• Travel expenses may not be incurred prior to travel approval. Reimbursable Expenses Transportation

• Airfare will be reimbursed for non-refundable coach class tickets. Airfare should be booked as far in advance as possible and competitively priced for the most appropriate travel route. Unless travel is deemed urgent by the approval body airfare booked within 2 weeks of the travel date will not be reimbursed.

• Automobile mileage will be reimbursed at the current IRS rate and cannot exceed the amount of an equivalent reasonable airfare.

• Train transportation will be reimbursed for coach class tickets. Accommodations

• Lodging for approved NACE travel will be reimbursed or paid for directly by NACE. This includes reimbursement for room rates, fees and taxes for nights necessary for NACE business.

• Hotel incidentals or additional nights not related to NACE business will not be reimbursed.

Registration for Educational Events • Because board members are representatives of the national organization at NACE conferences

(Experience & Evolve) and present at the request of the organization, main event registrations are complimentary to all National board members.

• If you are visiting a chapter in a national representative capacity, NACE will reimburse you for the cost, should the chapter charge you a program fee.

Other Expenses

• All other expenses are provided for by a Travel Per Diem and will not be individually reimbursed.

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Travel Per Diem • NACE has established a standard daily rate for meals and incidental expenses (M&IE), or “Per

Diem”. • For days away from home on approved NACE business, the per diem is paid for each full or

partial day including travel days. • For days participating at NACE national events in your home city, the per diem is paid for all

official business or event days. • The per diem rate for each full or partial day is $125 • Once travel is approved, travelers can request the total per diem amount for their trip before

travel commences or after it is completed. • Individual receipts do not need to be submitted for the per diem. • Per diem amounts will be reviewed annually by the Finance Committee for Board approval. • No individual expenses will be reimbursed outside of the per diem, lodging, travel and

registration as detailed in this policy. • Per diem amounts for in-person board meetings or other NACE events may be adjusted based

on the meals provided, such as Evolve, and will be reviewed by the Treasurer and Executive Director.

Special Fixed Per Diem for Experience • For the NACE Experience conference where a majority of meals are covered, the total per diem

for the entire conference will be $450. Travel Reports

• If travelling for chapter visits, business development or allied industry purposes, board members must submit a Travel Report after the trip, recapping business objectives and outcomes.

• Travel Reports are submitted to the Executive Director to be included in the next board meeting packet.

Reimbursement

• Requests for reimbursement of approved expenses must be submitted within thirty (30) days from the travel date with receipts attached to the NACE reimbursement form.

• Expense requests submitted more than thirty (30) days after the date of expenditure require approval by the Treasurer.

• Reimbursements are issued by the 15th of each month when submitted by the end of the previous month.

Chapter Visit Policy

• NACE National board members are encouraged to visit at least two (2) chapters per calendar year. Chapters where board members hold a chapter membership do not count toward these visits.

• The board and staff will collaborate to create a chapter visit schedule for each year. Chapters will be selected for visitation based on need and time passed since last visit.

• To be eligible for travel reimbursement, a chapter visit will be assigned, or a board member must submit a Travel Request Form.

• To be eligible for reimbursement, a chapter visit must include at least one of the following: o Participation in the board meeting o Assistance in conflict resolution o Presenting a program about NACE and its activities at a chapter meeting

• Attending an educational or networking meeting, or being the educational speaker, does not qualify as a chapter visit unless done in conjunction with one of the three above referenced activities.

• Board members who are also qualified educational speakers are encouraged to share their expertise by speaking at chapter educational meetings when solicited by chapters. As members

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of the national board, a speaking fee should not be charged, but board members are welcome to request that the chapter reimburse for travel, lodging, and/or incidental expenses. Should the chapter not be able to make these concessions, board members will take on this expense.

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CONFLICT OF INTEREST POLICY Adopted 1/25/2019 Purpose The purpose of this conflict of interest policy is to ensure that the directors, officers and key persons of NACE act in the association’s best interest and comply with applicable legal requirements. This Policy is also intended to protect NACE’s interests when it is contemplating entering into a transaction or arrangement that might benefit the private interest of a Covered Person. Covered Persons

This policy applies to any director, officer or key person of NACE, referred to as “Covered Persons” in this policy statement.

A “Key Person” is any person other than a director or officer, whether or not an employee of NACE, who:

• Has responsibilities, or exercises powers or influence over NACE as a whole similar to the responsibilities, powers, or influence of directors or officers

• Manages the association, or a segment of the association that represents a substantial portion of the activities, assets, income or expenses of

• Alone or with others controls or determines a substantial portion of the NACE’s expenditures or operating budget.

Conflict of Interest In general terms, a Conflict of Interest is a transaction or relationship which presents or may present a conflict between a Covered Person’s obligations to NACE and the Covered Person’s personal, business or other interests. A conflict of interest relationship may arise without a financial interest, such as when a board member serves as an officer or director of a different nonprofit organization in the food, beverage, hospitality or similar industry.

Potential Conflicts of Interest Specifically, a “Potential Conflict of Interest” may arise when a Covered Person:

• A Covered Person has a financial interest in a transaction or arrangement of NACE which would trigger review as a Related Party Transaction

• A Covered Person has a non-financial interest in a transaction or arrangement of NACE

• A Covered Person Receives compensation for services, directly or indirectly, from NACE

• A Covered Person’s obligation to further NACE’s purposes and to act for the benefit of NACE is otherwise at odds with such Covered Person’s own interests, such as through personal relationships with family members, friends and employees with whom NACE has a relationship or who represent entities with which NACE has a relationship

• A Covered Person is an officer, director, or trustee of an organization that competes with NACE or serves the same interests as NACE. If there is any uncertainty, a Covered Person is encouraged to treat the relationship as a Potential Conflict of Interest.

• A Covered Person or a relative of a Covered Person is an officer, director, trustee, member, owner or employee of any entity with which NACE has a relationship

Related Party Transactions

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A “Related Party Transaction” is a type of conflict of interest. A “Related Party Transaction” is any transaction, agreement or any other arrangement in which a Related Party has a financial interest and in which NACE, or any entity controlled by NACE or in control of NACE, is a participant, except that a transaction is not be a Related Party Transaction in any of the following cases:

• The transaction or the Related Party’s Financial Interest in the transaction is de minimis

• The transaction would not customarily be reviewed by the Board or boards of similar organizations in the ordinary course of business and is available to others on the same or similar terms

• The transaction constitutes a benefit provided to a Related Party solely as a member of a class of the beneficiaries that NACE intends to benefit as part of the accomplishment of its mission, which benefit is available to all similarly situated members of the same class on the same terms.

Financial Interest Any financial interest, including, directly or indirectly, through business, investment, or family:

• An ownership or investment interest in any entity with which the Corporation has, or is considering entering into, a transaction or arrangement

• A compensation arrangement with NACE or with any entity or individual with which NACE has, or is considering entering into, a transaction or arrangement

• A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which NACE is negotiating a transaction or arrangement. For these purposes, compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial in nature.

Duty to Disclose Promptly upon becoming aware of any Potential Conflict of Interest, a Covered Person must disclose the existence of such Potential Conflict of Interest to the NACE board by submitting all material facts in written or electronic form to the Secretary or the Executive Director. The Secretary will provide such information to the President and to the other directors considering the proposed transaction or arrangement. Disclosures shall be made, as appropriate:

• Prior to the Covered Person first becoming associated with NACE, or prior to a Director’s election or appointment

• At the time the Covered Person acquires the financial or other interest giving rise to the Potential Conflict of Interest

• At the time of the Covered Person’s annual disclosure statement

• At the time the Covered Person learns that NACE is considering a transaction or arrangement in which such Covered Person has a Potential Conflict of Interest.

If the Covered Person is the Secretary, disclosure will be made to the President.

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Related Parties A “Related Party” is any:

(a) Director, officer or key person of NACE, or of any entity controlled by NACE or in control of NACE or any Affiliate of the Corporation

(b) Relative of any individual described in (a)

(c) Entity in which any individual described in (a) or (b) has a 35% or greater ownership or beneficial interest or, in the case of a partnership or professional corporation, a direct or indirect ownership interest in excess of 5%

A Relative is an individual’s spouse or domestic partner, ancestors, brothers and sisters (whether whole or half-blood), children (whether natural or adopted), grandchildren, great-grandchildren, or spouse or domestic partner of brothers, sisters, children, grandchildren and great-grandchildren. Determining Whether A Related Party Transaction or Other Conflict of Interest Exists A Covered Person may disclose a Potential Conflict of Interest as a Related Party Transaction, or as an actual Conflict of Interest. Otherwise, such determination shall be made by the board of directors. After disclosure of the Potential Conflict of Interest and all material facts, the board may request that the Covered Person present information or answer questions. After any discussion with the Covered Person, he/she shall leave the board meeting while the Potential Conflict of Interest is discussed and voted upon, and the remaining board members shall decide if the Potential Conflict of Interest requires review as a Related Party Transaction, requires review as another Conflict of Interest, falls under one of the exceptions to Related Party Transactions listed above, or otherwise does not represent a Conflict of Interest. Procedures for Related Party Transactions In accordance with the N-PCL, any Related Party who has an interest in a Related Party Transaction must disclose in good faith to the board the material facts concerning such interest. No Related Party may participate in deliberations or voting relating to a Related Party Transaction in which such party has an interest; provided, however, that nothing in this Policy shall prohibit the board from requesting that a Related Party present information as background or answer questions concerning a Related Party Transaction at a meeting of the Board prior to the commencement of deliberations or voting relating to such transaction. NACE shall not enter into any Related Party Transaction unless the transaction is determined by the board to be fair, reasonable and in the Corporation’s best interest at the time of such determination. Any transaction in violation of this section shall be voidable by NACE. Procedures for Addressing a Conflict of Interest Not Involving a Related Party Transaction If it has been determined that a Conflict of Interest not involving a Related Party Transaction exists:

• The Covered Person may present information as background or answer question at the board meeting, but after such presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the Conflict of Interest

• The board will determine by a majority vote of the disinterested Directors present at the meeting whether to approve the transaction. In no event shall the person with the conflict attempt to influence improperly the deliberations or voting on the matter giving rise to the Conflict of Interest.

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Compensation and Reimbursement Transactions related to compensation of directors, officers, key persons or other employees must be reasonable and commensurate with services performed, and the person who may benefit may not be present at or participate in any board or committee deliberation or vote concerning such person’s compensation or reimbursement (although he or she may be present before deliberations at the request of the Board in order to provide information or answer questions).

Notwithstanding the foregoing, a director may deliberate and vote concerning compensation for service on the board that is to be made available or provided to all directors of NACE on the same or substantially similar terms. The fixing of compensation of officers shall require the affirmative vote of a majority of the entire Board.

Quorum Directors who are present at a meeting but not present at the time of a vote due to a Related Party Transaction or other Conflict of Interest shall be considered present at the time of the vote. Violations of the Conflict of Interest Policy

If the board has reasonable cause to believe that a Covered Person has failed to disclose a Conflict of Interest or Potential Conflict of Interest, it shall inform such person of the basis for such belief and afford the Covered Person an opportunity to explain the alleged failure to disclose.

If, after hearing the Covered Person’s response and after making further investigation as warranted by the circumstances, the board determines the Covered Person has failed to disclose a Conflict of Interest or Potential Conflict of Interest, it shall take appropriate corrective action.

Records of Proceedings The minutes of the board reviewing a Related Party Transaction, other Conflict of Interest or Potential Conflict of Interest shall be prepared on a contemporaneous basis and shall contain, as appropriate:

• The names of the persons who disclosed or otherwise were found to have a Conflict of Interest or a Potential Conflict of Interest, the nature and material facts of the interest, any action taken to determine whether a Conflict of Interest was present, and the board’s decision as to whether a Related Party Transaction or other Conflict of Interest in fact existed

• The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings

• A statement that the transaction was found to be “fair, reasonable and in NACE’s best interest at the time of such determination” (required for Related Party Transactions).

Conflict of Interest Statements Promptly following adoption of this Policy, and thereafter prior to the initial election or appointment of any director or officer, or the initial hiring of any key person, each Covered Person shall complete, sign and submit to the Secretary or Executive Director a Conflict of Interest Statement using an official form. At least annually thereafter, or upon any relevant change of circumstances, each Covered Person shall submit either

(a) a revised Conflict of Interest Statement; or

(b) an Update of Conflict of Interest Statement which certifies that the prior statement remains unchanged except as disclosed therein

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The Secretary shall provide a copy of all completed statements and certifications to the President who will review the disclosed information to assess whether any disclosed relationships raise Conflicts of Interest or Potential Conflicts of Interest and to determine appropriate steps to manage or resolve such conflicts. A copy of each disclosure statement shall be available to any director on request. Compliance This Policy is intended to supplement, but not replace, any applicable state and federal laws governing conflict of interest applicable to non-profit and charitable organizations. This Policy is designed to be consistent with the requirements of the New York Not-for-Profit Corporation Law as revised by the Non-Profit Revitalization Act of 2013 and subsequent amendments thereto (“N-PCL”)

application process and materials

Documents