1. NAFA Orientation An Introduction to the NAFA Board of Governors

2. NAFA Is Tax-Exempt Exempt because we serve a public service Educational, professional society – not a charity Dues may be deductible as business expense, but not as charitable contributions NAFA does pay: State Sales Tax Employer Taxes Unrelated Business Income (primarily ad revenue)

3. NAFA is Not-For-Profit Revenue is allowed to exceed expenses Profit is not given to “shareholders” or members; Profit remains within the organization to provide additional services or ensure financial stability NAFA is allowed to lobby. –There are certain rules we must follow with regard to tracking the funds we spend on lobbying, but we can and do lobby.

4. NAFA Is A Corporation Legal entity responsible for its own actions –Incorporated in the State of Ohio in 1957 Code of Regulations (bylaws) is our governing document –Spells out voting and election requirements –Details Board composition and structure Governed by a Board of Governors, not an individual

5. Code of Regulations Membership categories –Full Member – Fleet managers only; 25+ vehicles –Associate Member – Fleet manager <25 vehicles, or 2 nd -5 th from same company as Full Member –Honorary Member – Bestowed by Trustees –Junior Member - Student –Alumni – Retired, no longer involved in fleet in any way Only Full Members and Associate Members can vote.

6. Code of Regulations Affiliates (vendors) are NOT members –Affiliates cannot vote –Affiliates cannot hold Chapter officer positions Regional Affiliates: 2 nd -5 th Affiliate from same company as Affiliate (does not infer that person covers only a territory or region)

7. NAFA Structure Board of Governors: (BOG) = Board of Trustees + Board of Delegates Board of Trustees: (BOT) = Nationally elected Officers & Trustees Board of Delegates: (BOD) = Locally elected Chapter Chairs + Appointed National Committee Chairs and Vice Chairs

8. Board of Governors President Board of Delegates Board of Trustees

9. President Senior Vice President SecretaryTreasurer Trustee VP – Canada & Northern Trustee Vice President Brd. of Delegates Committees Canadian Chapters Committees Eastern ChaptersCentral ChaptersWestern ChaptersAffiliates Trustee Past Pres. Vice President

10. Board of Delegates Chair (Vice President) Vice Chair Industry Representatives -University -Utility -Public Safety -Public Service Chapter Chairs (33) Committee Chairs & Vice Chairs

11. BOG Role The BOD is an advisory board to the BOT A BOG resolution is deemed to be adopted by the BOT unless at least 2 members of the BOT object to the resolution In such cases, the subject matter of the resolution will be considered and acted up at the next BOT meeting.

12. BOT & BOD Roles The BOT is legally entrusted to carry out the aims and purposes of the Association The BOD brings forth the concerns, ideas, needs, etc. of the various local segments (chapters) and interest groups (committees)

13. Types of Committees Committees with “terms” that regularly meet face-to-face –Most positions appointed by NAFA President, for 1 or 2 year term, to fill specific criteria (e.g. University fleet manager, State Agency Fleet Manager, etc.) -Affiliates -Certification Board -Education Development -Education Steering Board -Annual Conf. Arrangements -Annual Conf. Curriculum -Public Safety Group

14. Types of Committees Committees that usually meet via conference call or other methods. –Participants generally selected by Committee leaders -Audit -Branding Oversight -Editorial -FleetED Advisory Council -Fuels & Technology -Membership All committees are represented on the Board of Trustees by a Reporting Officer or Trustee who participates in all meetings, calls, etc.

15. How Things Get Done Committees charged with specific tasks, assign work groups/action teams to complete Focus Groups dealing with topics Ad hoc groups assembled to conquer a timely issues Ideas flow to Board of Trustees who assess and evaluate Staff provides additional expertise and assistance

16. Project Funding/Budgets All projects brought forth must include expected resource allocation Fiscal year budget preparation directed by Treasurer, reviewed by President and Sr. VP –Treasurer presents to BOT and BOD in October. –Implemented January each calendar year. Monthly financial reports to BOT Annual member audit Annual CPA audit

17. Insurance & Indemnification NAFA has liability insurance ($3 million) and an umbrella policy ($5 million) to protect you Protects all volunteers working on behalf of NAFA against claims of wrongful acts, loss, libel, or other charges in connection with their work for NAFA.

18. Protecting NAFA’s IP NAFA is the sole owner of all content developed by its groups, committees, or individuals on behalf of the Association Extreme care must be used when discussing NAFA content outside of NAFA Some topics may be confidential BOG members have “duty of loyalty” to do what is in the best interest of the Association Any potential conflicts of interest must be disclosed to the BOT

19. BOG Meeting Site Selection June Meetings: At/near NAFA HQ October Meetings: At site of upcoming year’s Institute & Expo conference February Meetings: At warm, dry site!

20. Thank you! Questions?