PPB Newslink Special Report 4.26.12

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PPAI has announced a board-adopted bylaws revision and board restructure. The plan to revise the PPAI bylaws and restructure the PPAI Board of Directors was passed unanimously by the board during the March 25, 2012, meeting. The new board leadership structure is based on an industry-inclusive leadership and accountability model guided by the emerging association governance best practices of smaller performance-based boards. The structure will enable the board to quickly and strategically influence market conditions, cultivate industry growth and deliver on the demand for enhanced Association performance and services.

“The new board structure is the result of an exhaustive review of the PPAI bylaws performed by a chairs-appointed working group, the executive committee and the full board,” says Steven Meyer, MAS, PPAI chair of the board. “It provides for at-large representation that is inclusive of all types of membership categories and reflects a board governance model presently adopted by successful nonprofit organizations. On behalf of the board, I would like to ask the membership for its support of these important decisions. Your positive response indicates that the membership and the industry recognize the need for this decision and the importance of adapting to better serve the membership and the industry, and for that we are grateful.”

“This structure will allow the board to act on emerging opportunities and address competitive forces in the marketplace with greater ease and nimbleness, while retaining appropriate deference to the traditional balance of our organization,” says Paul Bellantone, CAE, PPAI president and CEO.

Following these changes, the bylaws will:

• Reduce total board seats from 17 members plus immediate past chair to an 11-member board, going from eight distributors and eight suppliers to four distributors and four suppliers with four-year terms; and one distributor and one supplier joining the board each year instead of two distributors and two suppliers. Board representation will continue to include one Regional Association Council (RAC) delegate.
• Appoint one at-large director with full voting rights for a two-year term from a field of distributors, suppliers, multiline representatives, business services, international suppliers and international distributors. The at-large director is nominated by a committee consisting of the PPAI board chair, chair-elect and immediate past chair and board approved.
• Install immediate past chair with full board status and voting rights for a term of one year.
• Reduce officers from the chair, chair elect and four vice chairs to the chair, chair elect and vice chair of financial services.
• Reduce the executive committee to the chair, chair elect, immediate past chair and vice chair of financial services.

Bellantone states: “The new structure, which has been adopted by many progressive associations in these competitive times, is designed to increase board performance and engagement, while delivering on the goals and objectives set forth by the board for the benefit of the promotional products industry.”

The multiyear implementation process will take place over the next four years with the transition complete by 2016. Moving to enact these changes, the board has developed a process to transition to a smaller board by means of a four-year election cycle, taking into account the need to continuously maintain a balanced board. The process will begin with the September 2012 board elections. The initial impetus for a review of the bylaws was recent changes to the portions of state law, under which PPAI operates, that deal with the content of a nonprofit organization’s bylaws, and some of the bylaw changes adopted by the Board were made in accordance with those changes in law.

More information about the PPAI bylaws revision and board restructure can be found here.