Staff Liaison Debbie W. Morris, Director of Meetings and Conventions

Transcription

1 Associate Member Division Board Agenda National Concrete Masonry Association Annual Convention 2015 Hyatt Regency Hill Country Resort and Spa San Antonio, Texas Saturday, February 21 2:45 pm 3:45 pm (Division Meeting) Saturday, February 21 3:45 pm 5:00 pm (Board Meeting) Members Chairman Jeffrey F. Speck, Big River Industries (2016) Vice-Chairman David W. Sharp, Columbia Machine, Inc. (2014) Secretary Billy J. Wauhop, Billy Wauhop and Associates, (2016) Chairman, Tradeshow Subcommittee Patrick C. Dubbert, Midwest Block & Brick, Inc. (2016) Chairman of the Board of Directors * Dale Puskas, Basalite Concrete Products (2014) Chairman Elect of NCMA Board * Joseph Bowen, Mutual Materials Company (2014) Elected Members * Marshall L. Brown, ACM Chemistries, Inc. (2014) Brian P. Carney, SPEC MIX, Inc. (2017) Paul Croushore, LANXESS Corporation (2015) * Kevin Curtis, Besser Company (2016) Gunn, Grady Lehigh Cement Co., South Region (2014) Todd Holyfield, Davis Colors / Rockwood Pigments N.A., Inc. (2015) Richard Isaacson, iwi group, L.L.C. (2015) Dean Jurik, Dancing Bear, Inc. (2016) William McHugh, Grace Construction Prod. Headquarters (2016) Michael Mueller, TEKA North America, Inc. (2014) David Orton, SRW Products, Inc. (2015) Richard R. Solomon, Solomon Colors, Inc. (2017) John Striednig, LATICRETE International, Inc. (2017) NCMA President * Robert D. Thomas, National Concrete Masonry Assn. Staff Liaison Debbie W. Morris, Director of Meetings and Conventions 1. Call To Order 2. NCMA Antitrust Policy Statement 3. Review of the Agenda 4. Minutes From Previous Meeting 5. Elections 5a. Election Results 5b. Address Dave Sharp s position on AMD Board 6. Executive Committee Report 7. Tradeshow Subcommittee/ICON-Xchange Update 8. Future Meetings 9.1 Future Conventions 2016 ICON-Xchange February 24-25, 2016 Shingle Creek Resort Orlando, FL (ICPI Annual Meeting will be held in conjunction with ICON-Xchange) 9.2 Future Midyear NCMA Midyear 9. Other Business 10. Adjournment Attachments 1. Minutes from prior meeting 2. Status of Follow-Up Items from Previous Meeting August 18-22, 2015 Le Centre Sheraton Montreal Montreal, CN (ICPI Summer Meeting will be held in conjunction with the NCMA Midyear) Date revised by brkt 1/2/15 Page 1 of 2 j:\committee activities\annual\2015\cmte agenda & attachments\cmte folders with attachments\amd\00 - dwm - draft agenda - amd - ac15.docx

2 NCMA Antitrust Policy The antitrust laws are the rules under which our competitive economic system operates. Their primary purpose is to preserve and promote free competition. It is NCMA s policy to strictly comply in all respects with the antitrust laws. Association meetings or workshops by their very nature bring competitors together. Accordingly, it is absolutely necessary to avoid discussions of legally sensitive topics and especially important to avoid recommendations with respect to these sensitive subjects. Agreements to fix prices, allocate markets or customers, engage in product boycotts and to refuse to deal with third parties are automatically or per se illegal under the antitrust laws. It doesn't matter what the reason for the agreement. Accordingly, at any association meeting discussions of prices, including elements of prices such as allowances and credit terms, quality ratings of suppliers, and discussions which may cause a competitor to cease purchasing from a particular supplier, or selling to a particular customer, must be avoided. Also, there should be no discussion that might be interpreted as a dividing up of territories or customers. An antitrust violation does not require proof of a formal agreement. A discussion of a sensitive topic, such as prices, followed by parallel action by those involved in or present at the discussion is enough to show a price fixing conspiracy. As a result, those attending an associationsponsored meeting must remember the importance of avoiding not only unlawful activities, but even the appearance of unlawful activity. As a practical matter, violations of these rules can have serious consequences for a company and its employees. The Sherman Antitrust Act is both a civil and criminal statute. Violations are felonies punishable by penalties of up to $10 million for corporations and by imprisonment of up to three years or penalties of up to $100,000, or both, for individuals. The Justice Department, state attorney general, and any person or company injured by a violation of the antitrust laws may bring civil actions for three times the amount of the damages, plus attorneys' fees and injunctive relief. Antitrust investigations and litigation are lengthy, complex, disruptive and expensive. Therefore, all companies and their employees must not only comply with the antitrust laws in fact, but must conduct themselves in a manner that avoids even the slightest suspicion that the law is being violated. Associations, because they bring competitors together, are natural targets, along with members alleged to have participated with or through the association. The following is a list of topics that must never be the subject of any type of agreement among competitors, whether explicit or implicit, formal or informal. Such topics should NEVER be discussed at association meetings. This list is not exhaustive of prohibited topics or subjects. Please consult legal counsel in the event of any confusion or question over whether a topic is permissible or appropriate for discussion among association members: a. Prices to be charged to clients, customers or by suppliers; b. Specific methods by which prices are determined, with directions as to "how to do it" or even less; c. Division or allocation of markets or customers; d. Coordination of bids or requests for bids; e. Terms and conditions of sales, including credit or discount terms; f. Terms for distribution of products; g. Targets for production of products or the level of production; h. Specific profit levels; i. Exchange of price information as to specific customers; j. A boycott of or a refusal to deal with a customer or supplier; k. Compilation of approved lists of customers or suppliers. l. "Profit" levels...i.e., "here's what our members need to do to make money." m. Whether a company's pricing practices are unethical, improper, etc. n. Coordination of "bids" or "requests for bids" or requests for proposals ("RFPs"). o. Standards or codes to eliminate competition. When in doubt about discussing any topic, consult with your own legal counsel, or with association staff or its legal counsel, to be sure you are on safe antitrust ground. When unsure, play it safe and avoid the topic. Conflict of Interest Considerations: placing (or the appearance of placing) one's own self-interest or any third-party interest above that of the Association; while the receipt of incidental personal or third-party benefit may necessarily flow from certain Association activities, such benefit must be merely incidental to the primary benefit to the Association and its purposes; abusing their Board membership by improperly using their Board membership or the Association's staff, services, equipment, resources, or property for their personal or third-party gain or pleasure, or representing to third parties that their authority as a Board member extends any further than that which it actually extends; engaging in any outside business, professional or other activities that would directly or indirectly materially adversely affect the Association; engaging in or facilitate any discriminatory or harassing behavior directed toward Association staff, members, officers, directors, meeting attendees, exhibitors, advertisers, sponsors, suppliers, contractors, or others in the context of activities relating to the Association; soliciting or accepting gifts, gratuities, free trips, honoraria, personal property, or any other item of value from any person or entity as a direct or indirect inducement to provide special treatment to such donor with respect to matters pertaining to the Association without fully disclosing such items to the Board of Directors; and providing goods or services to the Association as a paid vendor to the Association only after full disclosure to, and advance approval by, the Board, and pursuant to any related procedures adopted by the Board. 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3 Associate Member Division Board Minutes National Concrete Masonry Association Midyear 2014 Grand Summit Hotel Canyons Resort Park City, Utah Thursday, August 1 3:30 pm 4:45 pm Members Present Chairman Jeffrey F. Speck, Big River Industries Inc (2016) Vice-Chairman *David W. Sharp, Columbia Machine Inc (2014) Secretary Billy J. Wauhop, Wauhop and Associates, LLC (2016) Chairman, Tradeshow Subcommittee Patrick C. Dubbert, Midwest Block & Brick Inc (2016) Chairman of the Board of Directors *Dales Puskas, Basalite Concrete Products (2014) Chairman Elect of NCMA Board Joseph Bowen, Mutual Materials Company (2014) Elected Members Marshall L. Brown, ACM Chemistries, Inc. (2014) Brian Carney, Spec Mix (2017) *Paul Croushore, LANXESS Corporation (2015) *Kevin Curtis, Besser Company (2016) Grady Gunn, Lehigh Cement Co., South Region (2014) Todd Holyfield, Rockwood Pigments NA Inc Dba Davis Colors (2015) Richard Isaacson, iwi group, L.L.C. (2015) Dean Jurik, Dancing Bear Inc (2017) William McHugh, Grace Construction Prod. Headquarters (2017) Michael Mueller, TEKA North America Inc (2014) David Orton, SRW Products, Inc. (2015) Richard Solomon, Solomon Colors (2017) John Striednig, Laticrete (2017) NCMA President *Robert D. Thomas, National Concrete Masonry Assn. (ongoing) Guests Present Cory Carlson, Krete Industries Gerry Colquhoun, Solomon Colors Jose Diaz, MASA Meade Freeman, Hess Machinery Roger Galante, Applied Minerals Don Gordon, CarbonCure John Hennes, Krete Industries Neal Jablonski, W. R. Grace Mark Kraft, Kraft Curing Michael Kraft, Kraft Curing Staff Present Debbie W. Morris, Staff Liaison, Director of Meetings and Conventions Dan Mulhern, Proto II Charles Newsome, Statlite Roland Rampf, Rampf Molds Terri Rondeau, Besser Company Steve Rowe, Big River Industries Mike Springer, Krete Industries Michelle Springer, Krete Industries Judi Taylor, CPI Dan Varga, Rockwood Pigments Mark Vidika, Krete Industries Dominick Dowds, Structural Projects and Research Engineer Clare Ramminger, Director of Member Services 1. Call to Order The meeting was called to order 3:35 PM. It was noted that a quorum was present 2. Review of the NCMA Antitrust Policy Statement The chairman directed the committee s attention to NCMA s antitrust statement for review. The chairman asked all to comply with the intent of this policy. 3. Review of the Agenda The agenda was approved as presented. Associate Member Division Board 8/1/14 Page 1 of 4

4 4. Review of the Minutes The minutes of the previous meeting were reviewed and approved as presented. 5. Elections Secretary Billy Wauhop reported that elections for the AMD Board, NCMA Board and NCMA Executive Committee will take place in the fall. Current AMD Board terms were reported as follows: Marshall Brown Paul Croushore Jeff Speck Richard Solomon Dave Sharp Todd Holyfield Kevin Curtis Brian Carney Mike Mueller Richard Isaacson Dean Jurik John Striednig Grady Gunn David Orton Billy Wauhop Bill McHugh Terms expire at the end of the annual convention in the year following the last year of the term. For example, the terms of Marshall Brown, Dave Sharp, Mike Mueller and Grady Gunn will expire at the end of the 2015 convention. It was reported that the AMD officers are elected in odd years per the bylaws. Current officers are: Chair: Jeff Speck; Vice Chair: Dave Sharp, Secretary: Billy Wauhop It was reported that current AMD representatives on the NCMA Board are: Marshall Brown Paul Croushore Kevin Curtis Bill McHugh It was reported that current AMD representatives on the NCMA Executive Committee terms are: Marshall Brown Kevin Curtis As with the AMD Board terms, the NCMA Board and Executive Committee terms expire at the end of the annual convention in the year following the last year of the term. Therefore, Marshall Brown s terms on the NCMA Board and Executive Committee will expire at the end of the 2015 convention. 6. Executive Committee Report Marshall Brown presented the Executive Committee report. He noted that the 2015 draft budget is in process. The EC is working on modifying the Long Range Planning and Executive Committee meetings to reduce costs. There is a strategic plan to re-engage and bring back members who left during difficult economic times who may want to become members again. He reported that NCMA and ICPI continue to work on a Plant Certification Program. Although ICPI does not see an immediate need for paver plant certification, they do agree there is a need for certifying plants producing SRWs. He noted that members of the Young Professionals Group are being assigned to various committees. He also noted that with regard to the NCMA staff, there were several upcoming retirements Bill Plenge and Dennis Graber. 7. Bylaws/Ad hoc Task Group There were no Bylaw changes to report. The chair noted that the task group had been formed to address bylaw changes that would engage Associate members in the AMD process. With the formation of the AMD Town Hall meeting and its subsequent success, the task group will be retired until needed and this item removed from future agendas. 8. ICON-Xchange Update Debbie Morris reported on the Tradeshow Subcommittee meeting on behalf of its Chairman, Pat Dubbert. She noted that a task group had been formed to begin working details and needs for the 2018 ICON-Xchange equipment show. Other discussion and motions being brought up from the committee were noted as follows: Associate Member Division Board 8/1/14 Page 2 of 4

5 Action Item The Tradeshow Subcommittee recommends that the Future Plant Tour Policy be amended to include the MVMA producers/suppliers in the invitation in the plant tour. The Tradeshow Subcommittee noted that there concerns have been expressed about whether the schedule for the 2015 convention will allow enough time to include everyone interested in participating in the tour. Pat called Charlie McGrath who confirmed they were fine with moving their meetings ½ hour earlier to begin at 7:30 am. Note Action item was approved by the NCMA Board of Directors on August 1, The Tradeshow Subcommittee recommends investigating Nashville, Indianapolis and Houston for the 2018 ICON-Xchange Equipment show and 100 th NCMA anniversary. Action Item A motion was made to endorse the Education Subcommittee s suggestion to conduct Exhibitor Sponsored Education during the ICON-Xchange 2015 Marketplace and have staff determine costs and fees. It was noted that fees would cover costs. Note Action item was approved by the NCMA Board of Directors on August 1, Action Item The Tradeshow Subcommittee recommends establishing an Exhibitor Sponsored Education Task Group that would develop a process to determine eligibility for exhibitor-sponsored education. Note Action item was approved by the NCMA Board of Directors on August 1, The Tradeshow Subcommittee recommends allowing Marketplace Only Exhibitors to select their booth locations prior to B2B participants. There was an amendment to the motion to limit the motion to 2015 only and a second amendment to allow Marketplace Exhibitors to select their booths following Platinum sponsors. This will be re-evaluated following the 2015 event. If this amended motion is approved by the NCMA Board, the order of priority for Marketplace booth selection will be: Platinum Sponsors, followed by Marketplace- Only exhibitors, followed by the remaining B2B sponsors in descending order beginning with Gold, The amended motion was approved by a vote of 10 in favor and 2 opposed. 9. Future Meetings Future meetings were reported as follows: 9.1 Future Conventions ICON-Xchange - February 17-18, 2015, San Antonio, TX - Hyatt Hill Country 9.2 Midyear Future Midyear (with ICPI) - Week of August 16-22, 2015, - Montreal, Canada Associate Member Division Board 8/1/14 Page 3 of 4

6 A motion was made by Rich Solomon and seconded by Dave Sharp to recommend determining locations for ICON-Xchange and Midyear three years in advance. It was noted once the 2018 location had been determined, the 2017 location could be determined. A motion was made by Dave Sharp and seconded by Marshall Brown to invite ICPI to participate in a joint Midyear in The opposing vote it was felt ICPI would not accept the invitation. The motion was approved by with one vote opposed. A motion was made by Rich Solomon and seconded by Dave Sharp to recommend that NCMA appoint an NCMA and ICPI joint task group to determine future NCMA Midyear and ICPI Summer meetings locations. Members of the task group would include delegates from companies that are members of both organizations and those who are members of only one of the two associations. Leadership of the two associations would determine the details of the task group s mission and ground rules. A motion was made by Billy Wauhop and seconded by Dean Jurik to recommend that an ICON-Xchange Steering Committee be appointed similar to the HNA steering committee to determine structure and process, and develop an ICON- Xchange policy manual. Members would include representatives of all participating organizations. The amended motion was approved by a unanimous vote. 10. Other Business Membership Challenge The chairman noted that a challenge had not been issued to the Executive Committee nor a challenge issued from the Executive Committee. The chair noted this item would be removed from the agenda until a challenge is issued. 11. Adjournment The meeting adjourned at 5:00 PM. Respectfully submitted, Jeffrey F. Speck Chairman, Associate Member Division Board Associate Member Division Board 8/1/14 Page 4 of 4

7 Associate Member Division Board February 21, 2015 Attachment 2 Associate Member Division Board Status Report on Follow-up Items Follow Up Item Status Responsibility Deadline Date Amend Future Plant Tour Policy Completed Staff 9/30/14 Investigate Nashville, Houston and Indianapolis for Staff 4/30/ ICON-Xchange Convene Exhibitor Sponsored Education Task Group to determine criteria for eligibility of sessions. Once determined send out announcement. Assign Platinum exhibitor space, followed by Marketplace exhibitors followed by remaining B2B exhibitors. Equipment tradeshow task Group will need to identify equipment show parameters and needs before sending out an RFP to potential cities. Equipment Show Task Group met via conference call and will meet again at the Annual 2015 convention Task Group convened via conference call and decided to table the discussion for the 2015 event. It was unable to determine a course of action that would not jeopardize the B2B event. Dialogue will continue following the 2015 ICON- Xchange. Members of task group. Completed RA September 30 Invite ICPI to a joint 2016 Midyear meeting. Completed Officers September 1 Work on determining ICON-Xchange and Midyear Staff meetings three years in advance NCMA/ICPI joint task group convened via conference call. Dialogue regarding pattern is ongoing Appoint an ICON-Xchange Steering Committee Completed NCMA Officers Appoint a Task Group to determine future Completed NCMA NCMA/ICPI Joint Midyear meetings Officers TBD TBD