NACE INTERNATIONAL AREAS OPERATING MANUAL

1 NACE INTERNATIONAL AREAS OPERATING MANUAL APPROVED BY BOARD OF DIRECTORS DATE: June 24, 2011 AMENDED: October 26, 2014 Page 2 NACE AREAS OPERATING MANUAL June 24, 2011 NACE INTERNATIONAL AREAS OPERATING MANUAL TABLE OF CONTENTS Page 1 SCOPE 3 2 area BOUNDARIES AND MEMBERSHIP 3 3 MEMBERSHIP OF THE BOARD OF TRUSTEES 3 4 MEETINGS OF THE area BOARD OF TRUSTEES 4 5 SUBCOMMITTEES OF area BOARD OF TRUSTEES 4 6 FINANCIAL MATTERS 5 7 FORMATION OF NEW SECTIONS 5 8 DISSOLUTION OF SECTIONS 6 9 area DIRECTORS AND OFFICERS 6 10 ELECTION PROCEDURES FOR area OFFICERS AND DIRECTOR 6 11 ELECTION OF ASSOCIATION OFFICERS AND DIRECTORS 8 12 AWARDS 9 13 HEADQUARTERS SERVICES 10 14 ACTIVITIES HANDBOOK 10 15 NACE JOINT SPONSORSHIP OF ACTIVITIES WITH OTHER ORGANIZATIONS 10 16 AMENDMENTS AND REVISIONS TO MANUAL 10 17 NACE POLICIES 10 APPENDIX A DUTIES OF area DIRECTOR 11 APPENDIX B DUTIES OF area OFFICERS 13 APPENDIX C PRESENTATION OF CANDIDATES FOR area DIRECTOR AND ASSOCIATION OFFICERS 20 APPENDIX D BALLOTING

2 PROCEDURE TO RANK NOMINEES FOR VICE PRESIDENT 21 NACE AREAS OPERATING MANUAL June 24, 2011 Page 3 NACE INTERNATIONAL AREAS OPERATING MANUAL 1 SCO P E The area Board of Trustees (hereafter referred to as area Board) shall ensure that area activities fall within the objectives, goals, and policies of NACE INTERNATIONAL (hereafter referred to as NACE or the Association), including any area and section activities in which the Association is involved by sponsorship, cooperation, or endorsement. 2 AR E A BO UN D AR I E S AN D M EM B ERSHI P The boundaries of each of the eight (8) AREAS are established by the area Coordination Committee and ratified by NACE Board of Directors (hereafter referred to as Board). Headquarters will assign members to the AREAS listed and section by US zip codes, Canadian postal codes, or country (for NACE sections that are established outside the US or Canada).

3 The boundaries of the AREAS are as follows: Northern area : The Northern area is composed of all the provinces and territories of Canada, the state of Alaska, and the country Greenland. Central area : The Central area is composed of the states of Montana, Wyoming, North Dakota, South Dakota, Nebraska, Minnesota, Iowa, Missouri, Wisconsin, Illinois, counties of Berrient, Cass, and Van Buren in the state of Michigan, counties of La Grange, Steuben, DeKalb, Noble, Elkhart, Kosciusko, Fulton, Cass, White, Pulaski, Marshall, St. Joseph, LaPorte, Clinton, Tippecanoe, Warren, Montgomery, Benton, Vermillon, Jasper, Lake, Starke, Porter, Newton, and Parke in the state of Indiana, Colorado, New Mexico, Texas, Oklahoma, Kansas, Arkansas, and Louisiana. Eastern area : The Eastern area is composed of the states of West Virginia, Pennsylvania, Maryland, Delaware, the District of Columbia, New Jersey, New York, Maine, Vermont, New Hampshire, Massachusetts, Connecticut, Rhode Island, Mississippi, Alabama, Georgia, North Carolina, South Carolina, Florida, Puerto Rico, Tennessee, Virginia, Kentucky, Ohio, Michigan except those counties listed in paragraph , and Indiana except those counties listed in paragraph Western area : The Western area is composed of the states of Washington, Oregon, California, Arizona, Nevada, Idaho, Utah, and Hawaii.

4 European area comprises Turkey, Israel, and the countries of Europe including Russia. Latin American area comprises the countries on the continent of South America, Central America, the Caribbean countries, and Mexico East Asia and Pacific area comprise the countries in Eastern Asia, Australia. Japan, New Zealand, the island countries of the Pacific, China, and the countries of South East Asia; and West Asia and African area comprise the countries on the continent of Africa and West Asia. 3 M EM BER SHI P O F T HE BO AR D O F T R U S TE ES The governing body of each NACE area shall be a Board of Trustees (hereinafter called area Board). The area Board is responsible for the administration and fiscal well-being of the area and its sections. Page 4 NACE AREAS OPERATING MANUAL June 24, 2011 The area Board shall ensure any planned activity that may result in a publication, audio-visual production, award, or certification is approved by the Board, area Coordination Committee, and appropriate standing committee(s) of the Association.

5 This will ensure that there will be no conflicts with other activities already scheduled such activities must be entered on the NACE master calendar. The area Boards shall be composed of the following voting members: Director Chair Vice Chair Secretary-Treasurer One Trustee from each section within that area or a district representative from each district.. Immediate Past Chair willing to serve. Immediate Past Director willing to serve. The foregoing list does not limit the number of members that may be appointed as officers to the Board. (See other suggested officers in Appendix B.) However, appointed officers will be ex officio members without voting privileges. The area Board shall ratify the area Director's choice of representative to the NACE Nominating Committee. The representative will act on behalf of the area at the NACE Nominating Committee meetings and carry forward those candidate(s) approved by the area Board.

6 4 M EE TI NG S O F T HE AR E A BO AR D O F T RU STE ES The area Boards shall meet at least twice a year. Additional meetings can be called at the discretion of the Chair. The Chair will approve agendas and minutes for distribution by the secretary. An agenda for each meeting shall be sent to all members of the area Board and the staff liaison at least three weeks in advance of the meeting. Members of the area Board may submit items for the agenda to the area Chair. The agenda shall include a call for a report on the area or region's activities since the last meeting, unfinished business, and recommendations for new busi-ness (future activities). The agenda shall also call for a written review and critique of section activities by each trustee. The report should include any problems confronting a section. At meetings of the area Board, a quorum to conduct business shall consist of a majority of the voting members.

7 A member of the area Board, if unable to attend a meeting, may send a proxy giving written authority to the bearer who must be a member in good standing of the section to be represented. Minutes of the area Board meetings shall be recorded and sent by the secretary, after approval by the Chair. Minutes shall be distributed within 30 days of the meeting to all members of the area Board, the area Coordination Committee Chair, and the Headquarters staff liaison. Minutes of the area Board meetings must be considered for approval at the next area Board meeting. 5 SU BCO M M I T T E ES O F AR E A BO AR D O F T R US T EE S NACE AREAS OPERATING MANUAL June 24, 2011 Page 5 When necessary, the area Chair can appoint permanent subcommittees or ad hoc committees made up of NACE members and chaired by an area Board member. 6 F I N AN CI AL M AT T E RS Fiscal Year and Cash Management The fiscal year for NACE AREAS is July 1 through June 30.

8 A budget shall be prepared by the treasurer for presentation and approval at the last meeting of the area Board in a given fiscal year. This budget should include all anticipated income, planned expenditures, and beginning and ending balances. Funds can be generated by an area through methods approved by the area Coordination Committee. All funds generated or collected must be on deposit at a bank or similar institution in the name of the Association, with the elected treasurer having primary fiduciary responsibility. Financial Reporting Headquarters will send a Financial Report Form to the area Treasurer and copied to the area Director at the beginning of the fiscal year. The Form shall be completed by the Treasurer and returned to Headquarters monthly, Annually, the area Director shall appoint an audit committee, made up of two Association members other than the Treasurer.

9 This audit committee shall perform a routine review of the Form over the course of the fiscal year. Receipt of financial data after a tax return is filed by the Association will result in the offending area being billed for out-of-pocket auditor costs associated with the filing of an amended return. Failure to report financial data by July 31 will result in the immediate revocation of the charter of the offending area . A complete report and installation of a new slate of officers will be required to be reinstated. Financial Assistance The area Board of any area may make written application to the area Coordination Committee requesting funds for use by that area or its sections. The application must include explanation of the use of the funds and a detailed budget. The application must be submitted with statement of the area s current balance in its treasury and the section s treasury (if applicable).

10 The decision can be made during a meeting or by written ballot. The decision of the area Coordination Committee will be final and will be recorded in the minutes. If approved, the Chair shall submit the request to the NACE Board of Directors. 7 F O RM AT I O N O F N E W SEC TI O N S An area Board may consider forming a new section within its boundaries when a petition is received from 10 or more NACE members. The petition must state the purpose of the proposed section, slate of temporary officers, listing of the current members in the area , suggested title, geographic boundaries, and schedule of planned activities for the section. The petition shall be considered at the next meeting of the area Board. The petition shall be attached to the agenda of the meeting. A representative from the proposed section shall be invited to attend the area Board meeting when the petition is to be considered.