PROPOSED SFPE CONSTITUTION & BYLAWS REVISIONMICHAEL MADDEN, PRESIDENT, SFPE

APRIL 30, 2015

HOW IT STARTED

• Organization had been flat (if not in decline) for many years and needed to be changed to be more competitive and better serve a global profession

• Recognized the need for updated, revised strategic plan and review of governance model

• In early 2014, engaged consultants to help

• Environmental scans of industry and profession

• Interviews with past leaders, students, members, Board members, non-members

SITUATIONAL ANALYSIS

• Opportunities and needs for the profession are global

• Opportunity and need to make further policy impacts, and elevate the visibility and importance of the profession

• Uniquely positioned to recruit future engineers into the profession

• Opportunity and need to strengthen the role and sustainability of SFPE chapters

• Need to align the governance and committee structure to serve the global nature of the society and meet future goals and challenges

• Opportunity and need to expand collaborations with other organizations

• Market competition

HIERARCHY OF LAWSFROM TECKER INTERNATIONAL, LLC

1. Federal, state, and local laws

2. Articles of Incorporation

3. Bylaws (we call Constitution currently)

4. Standing Rules; special rules of order (we call Bylaws currently)

5. Policy

6. Parliamentary Authority (we use Robert’s Rules of Order Newly Revised)

THE DOCUMENTS

Current Proposed Authority to Change

Constitution Constitution & Membership Bylaws

Bylaws Standing Rules Board of Directors

THE PROCESS

• Madden announcement, documents and FAQs out with ballot on April 16

• Reached out to chapter leadership and chapters

• Chapter meetings by Board members as requested

• Meetings with Past Presidents

• This webinar and recording

• Sending reminders throughout voting period

• Posting all relevant documents to the SFPE web site

• Ballot period ends June 14 at 10:00 E.D.T.

PAST PRESIDENT’S OUTREACH

• Provided an update at the past president breakfast in Long Beach in October

• Two meetings with some of the past presidents, last week and earlier this week

• Varied support, some opposed and others endorsing

• Appreciate the experience, opinions and thoughts from this group and have tried to incorporate their concerns into this presentation

THE CHANGES

• Overlapping info between two documents and lack of agreement at times

• Quite prescriptive; resulting in frequent updates and changes

• Inefficient use of time for the Board of Directors

• Updated to reflect more contemporary practices such as electronic voting, greater member engagement and representation, global perspectives and needs, etc.

• Proposed revision is intended to accomplish the goal of creating a governing document that can stand the test of time and only be changed in exceptional cases, but can be done at any time by amendment brought forward by the membership

ARTICLE 1 - NAME

• Editorial changesNote that the legal name is still the Society of Fire

Protection Engineers, Inc. – we will commonly refer to it as SFPE to be more inclusive of members and potential members who reside outside of North America who refer to themselves as something other than fire protection engineers

ARTICLE II - ORGANIZATION

• Section 2.1. editorial and moved to Article 1

• Section 2.2. no change

• Section 2.3. no change

• Section 2.4. no change

• Section 2.5. changed the date of the relevant IRS Code to 1986

ARTICLE III - PURPOSE

• Section 3.1. Added “For the purpose of this document and other SFPE documents, the terms fire protection engineering, fire safety engineering and fire engineering are synonymous.”Added to include common terms used outside of

the U.S.

• Section 3.2. no change

ARTICLE IV - MEMBERS

• Section 4.1. Changed to 4 grades of Member, Professional Member, Fellow, Student Member. Merged associate, affiliate, allied and member into one member category. Removed Honorary Member since anyone can now become a member

• Section 4.2. Move to Standing Rules (Qualifications Board process)

• Section 4.3. Editorial changes

• Section 4.4. Modified to only exclude students from voting

• Section 4.5. Editorial changes and clarified that to do so need majority vote of BoD.

ARTICLE V - CHAPTERS

• Section 5.1. Eliminated last four sentences, which will be included in the Standing Rules (chapter constitution review & approval)

• Section 5.2. Move to Standing Rules (chapter membership)

• Section 5.3. Editorial changes

• Section 5.4. Move to Standing Rules (chapter Board make-up)

• Section 5.5. Move to Standing Rules (chapter dues)

• Section 5.6. Move to Standing Rules (chapter branches)

• Section 5.7. No change

• Section 5.8. Move to Standing Rules (Senate meeting)

• Section 5.9. Editorial and removed last sentence: Any chapter assets following disbandment shall be given over to the Society.

• Section 5.10. Editorial changes

ARTICLE VI – PROGRAMS

Relocated to 8.3

ARTICLE VII – OFFICERS, BOD AND EXECUTIVE COMMITTEE• Split into separate articles

• Article 7.1. Eliminated 5 vice presidents. Also clarified that the officers are the official spokespeople for the Society

VPs role competes with committee chairs. Board participation at this level can undermine the voice of committee members and creates a situation where VPs are supervising staff who are staffing committees

• Article 7.2. Changed to “up to nine directors at-large” and added Chief Executive Officer as ex-officio, non-voting member of Board

A 17 member Board is too large to be effective. A smaller Board will make everyone more engaged and accountable.

ARTICLE VII – OFFICERS, BOD AND EXECUTIVE COMMITTEE

• Article 7.3. Changed officer terms to 1 year each, directors to 3 year terms. Directors limited to two consecutive terms not to exceed 10 years total on the Board

Board members typically have served 9-17 years and we felt that was too long and was preventing newer professionals from having a chance at SFPE leadership. Having limits will also help create greater diversification on the Board. We also wanted to provide flexibility for individuals serving who need to step aside for some period of time to do so and return if desired (and re-elected).

• Section 7.4. Moved to article on committees

ITEMS ADDED

• Roles for each officer

• Clarification on how vacancy for officers is filled and ensures that membership votes for President-Elect who succeeds to President

• Creation of Standing Rules (formerly called Bylaws), policies and procedures

• Reduced days to call a meeting to 14

• Clarified a meeting quorum as a majority of those in office at the time

• Allows meetings to occur more quickly if all members are present

• Defines a passing vote to be a majority of directors present and voting

• Calls for staggered terms so that turnover on Board is not excessive.

• Filling a vacancy of a director can occur by Board vote until next election and doesn’t count toward term limits

ARTICLE VIII – ADMINISTRATION

• Incorporated in earlier sections

ARTICLE IX - AWARDS

•Edited and referenced earlier. Substance included in Standing Rules

ARTICLE X - MEETINGS

• Moved to Article 6

• Section 10.1. Editorial and redefined annual meeting as annual business meeting set by Board

• Section 10.2. Eliminated Executive Committee ability to call special meeting. Changed from 50 to 10% of members in good standing to petition for a special meeting.

• Section 10.3. Removed (president calling for Board meetings)

• Section 10.4. Editorial changes and moved to Article XII

• Added definition of quorum of 5% members in good standing to transact business

Added so that a few members couldn’t override the majority.

ARTICLE XI – VACANCIES IN OFFICE

Removed but addressed in other parts of the document.

ARTICLE XII – NOMINATING COMMITTEE

• Changed to Committees (Article 9)

• Section 12.1. no change

• Section 12.2. moved to Article 10. Nominations and Elections date moved back to July 1 from June 1

• Added definition around Nominating Committee’s role to verify applicants, publish list and nominate at least one eligible candidate for each vacant position. Also other committees, sub-committees etc can be created by Board as needed.

•

ARTICLE XIII – ELECTION PROCEDURE

• We’ve heard from members that our current process doesn’t afford transparency because members don’t currently get to elect their leaders

• By also allowing nominations by the membership, with 5% of membership petition, an election procedure gives every member a voice

• We feel this is one of the biggest changes to the document, is consistent with how many other member-based organizations operate, and is what we’ve heard our members want

ARTICLE XIII – ELECTION PROCEDURE• Renamed Nominations and Elections

• Section 13.1. Removed (covered in new section wording)

• Section 13.2. Removed reference to letter or newsletter

• Section 13.3. Changed to require 5% members in good standing to sign petition to get on ballot if not put on by Nominating Committee.

• Section 13.4. Change from October 1 to September 1 to allow time for elections. Change reporting to membership to December 1.

• Section 13.5. Removed, no longer needed (election of slate if no other nominations)

• Section 13.6. Editorial changes only

• Section 13.7. No change

• Added: plurality vote shall elect, paper or electronic balloting allowed, include qualifications for nominations

ARTICLE XIV – BALLOT PROCEDURE

Removed

ARTICLE XV - AMENDMENTS

• Section 15.1. Increased from 10 members to 10% members in good standing

• Section 15.2. No change

• Section 15.3. Editorial changes and also changed voting period from 60 days to 30 days

• Section 15.4. No change

• Section 15.5. Edited and included in section above

PROVISOS

• For continuity allows current Board members to run for an additional term regardless of current length of service.

• Need extra time for nominations and elections this year only.

• Current Board and others up for election this year to fill 9 director roles as well as PE and ST.

• In future, Board positions will be filled by term.

QUESTIONS TO DATE

• There is a running document of FAQs about the revision posted on the SFPE website.

• The document will continue to be updated as additional clarification is needed.

• Always feel free to contact me at Michael.madden@amecfw.com or any other Board member

• You can use the QUESTION section on the toolbar now to pose new questions while we get started on answering some that have already come in.

WHY WASN’T THERE A COMMENT PERIOD BEFORE THE BALLOT? • We have been compiling input and feedback from our members over the course

of the past 1.5 years (or more) and the proposed revised document reflects what we’ve heard.

• We have an ambitious 3-year strategic plan, shared with the membership late last year, and much of that work builds on the revisions laid out in the revised document.

• The Board completed its work in April and wanted to get this to the membership as soon as possible to allow for a new nomination and election process this year.

• The ballot period is 60 days and we welcome questions throughout the period.

• An alternative to putting a mail ballot to the membership would have been to vote at the annual meeting. Because we get so few members at that meeting, we felt it was better to send to our nearly 4,000 members to vote electronically.

WHY CAN’T WE SEE THE STANDING RULES?• Not yet created – Board meetings this spring and summer

to finalize.

• Need C&B approval before adopting new Standing Rules.

• Items that will be included, which are consistent with what is in the Bylaws now, are posted in the FAQ and include, but are not limited to, membership info, chapter info, dues structure, standing committees, SFPE identity, awards and recognition, public affairs and Canons of Ethics.

• The material moving from the current Constitution to the Standing Rules are related to administrative details and procedures, which are better addressed in the Rules document.

AREN’T WE BEING PRESENTED WITH AN INCOMPLETE PACKAGE?• No, the membership has authority to vote on the

Constitution, not the Bylaws.

• The names are changing, but not the governing authority.

• Current practice has the Board making changes to the current bylaws frequently. We’d like to do a thorough review and address them in the new Standing Rules to eliminate the need for frequent changes in the future.

• These will be shared and posted for the membership to see.

WHY WASN’T THE BALLOT SET UP TO VOTE FOR EACH CHANGE?

• What has been proposed is a revision, not an amendment.

• Revisions require an up or down vote.

• After balloting, members can put forward amendments on specific items.

WHAT IF I DON’T LIKE ONE OR TWO ITEMS IN THE DOCUMENT?

Once the balloting period is over, and if the changes are approved, members can submit amendments to the Board or through petition.

WHAT WAS THE RATIONALE FOR CHANGING THE ED TITLE?

• Board had been operating in the weeds and at an operational level for over a decade.

• Board wasn’t focused on what it should be doing, namely to 1) set organizational direction, 2) ensure necessary resources, and 3) provide oversight.

• Roles and responsibilities were not well-defined, creating unrealistic expectations as well as mixed responsibilities between Board, the ED and staff.

• SFPE is a non-profit company (not a charity) and the ED manages it as a CEO does a for-profit company. The difference for SFPE is that our profits are put back into the organization to produce more products and services rather than shared with staff and shareholders. Non-profit specifies our tax status.

WHY THE CHANGE TO CEO?

• The title change is to align the title with the equivalent role across other member-based organizations.

• Not requested by our current Executive Director.

• In recent years, many, but not all, have been changing the title of their Executive Director to reflect the corporate responsibilities they carry to President and/or CEO.

• Because SFPE has a long history of calling their chief elected officer, President, the Board opted to only change the title to CEO.

• Our ED/CEO is responsible for overall management of SFPE. She oversees implementation of the strategic plan, preparation and administration of budget, all staff and all SFPE operations. She also has signatory authority and is an officer of the corporation.

OTHER TECHNICAL ORGS WHO HAVE MADE THIS CHANGE

Executive Director & CEO, ABET

CEO, NCEES

CEO. ICC

CEO, SAMPE

CEO, NACE International

CEO, Institute of Industrial Engineers

President & CEO, PMI

CEO, ASHA

CEO, SAE International

CEO, American Society for Quality

Executive Director/CEO, ASME

Executive Director and CEO, The Electrochemical Society

CEO, ISACA

President & CEO, IFMA

Executive Director & CEO, ISA

President, NFSA

President, NFPA

CEO, AGC

CEO, NAHB

CEO and EVP, SPE

HOW DOES THIS AFFECT CHAPTERS?

• Simply, it doesn’t. This new document only governs SFPE.

• However, the Board identified through the strategic plan the need to look at bettering our partnership and alignment with chapters. We expect that work to begin later this year in Philadelphia.

IF TERMS RUN FOR 3 YEARS WHY IS THE LIMIT SET AT 10?

The proposed limit is two consecutive terms of three years each for Board members.

If a Board Member is elected as an officer in their 6th year, they could then serve as Secretary–Treasurer for one year, President-Elect for one year, President for one year then Immediate Past President for one year, for a total of 10 years.

The 10 year limit is to prohibit individuals who have served on the Board from coming back and doing multiple terms, in an effort to give all SFPE members an opportunity to serve as volunteer leaders of the Society if they choose and are subsequently elected to do so.

A Board member could also do two consecutive terms, take some time off, and come back for a third term, totaling nine years.

WHY IS THE SECRETARY-TREASURER TERM ALSO ONE YEAR?• Current practice since the current Executive Director was hired is

that she is responsible for preparing and administering the budget, providing monthly financial reports, conducting regular reviews with the investment brokerage firm and preparing and working with the auditor.

• The Secretary-Treasurer provides oversight and works with the Executive Director, the Finance Committee as well as the full Board on reviewing said reports and shaping financial and investment strategy, investment and portfolio changes, approving the budget, and ensuring ethical performance and compliance.

• Given this financial management structure, the Board feels the Secretary-Treasurer term can and should be consistent with the other officer terms, noting that the revised constitution and bylaws allow for multiple years of renewal if desired.