Governance

NSCAF BOD Minutes

Minutes of the NSCA Foundation Board of Directors Teleconference Meeting - June 19, 2012 10:30 am CST

Participating Members: Lee Brown (President), Jill Bush (Vice President), and Joan Eckerson (Secretary/Treasurer).

The primary agenda items for the meeting were to approve the funding recommendations submitted by the Grant and Scholarship Review Committees, vote on proposed changes to the NSCAF bylaws as recommended by Mr. Tom James, legal counsel to the NSCA, and replace NSCAF board members and officers for 2012-2013.

Grants and Scholarships
This year the Grant Review Committee reviewed 36 eligible grants and 8 were funded for a total of $81,532 (1/5 GNC ($2499); 2/5 Masters ($9889); 3/14 Doctoral ($29,364); 1/7 Young Investigator ($15,000); and 1/4 Senior Investigator ($24,780). There were no applications for the International Collaboration Grant ($50,000) in 2012.

Scholarship applications increased by 50 compared to last year (54 in 2011 vs. 94 in 2012) and it was recommended by the Scholarship Committee that 54 applicants be funded for a total of $81,000 (28 Challenge, 12 Women’s, 9 Minority, 4 High School, and 1 Power Systems @ $1500 each).

Lee Brown made a motion to accept the grants and scholarship recommendations as submitted by both the Research and Scholarship Committees for a grand total of $162,532. The motion was seconded by Jill Bush and unanimously approved 3-0.

Election of NSCAF Board Members and Officers
Lee Brown’s term on the NSCAF BOD expires in July at the annual meeting in Providence, RI; therefore, a new President needs to be elected, as well as a new standing member. Lee made a motion to nominate Joan Eckerson to serve as President of the NSCAF in 2012-2013 and commented that Joan had participated in conference calls with himself and our financial advisor, Mr. John Martin, during the past year in preparation to serve as President. The motion was seconded by Jill Bush and approved 2-0 with 1 recusal.

Lee made a motion to nominate Dr. Jared Coburn to serve a 3 year term on the NSCAF BOD that was seconded by Jill Bush and unanimously approved 3-0.

Changes to the NSCAF Bylaws
Mr. Tom James, legal counsel to the NSCA, submitted a proposal for changes to the current NSCAF bylaws that make it more inline with those of the NSCA BOD. Major changes include those in Article III. Board of Directors, Section 3.2, items (a) Number of Directors; (b) Composition of the Board of Directors (formerly Change in Number of Directors); and (c) Term of Directors. The changes included increasing the number of NSCAF BOD members from three to five (Section 3.2 (a)), and that the composition of the BOD include 3 nominated from the NSCA membership, 1 appointed by the NSCA BOD, and 1 public member (Section 3.2 (b)). In Section 3.2 (c), the language has been changed to allow for BOD members to serve up to three consecutive 3 year terms vs. two consecutive 3 year terms as stated in the current bylaws.

Item (e) Nomination of Board Elected Directors (Other than Public Member) has also been added to Article III. Section 3.2, which will require that a nominating committee consisting of at least two members of the NSCAF BOD be appointed to invite the general NSCA membership to submit names for consideration to fill positions of the NSCAF BOD whose terms are expiring.

Changes in the language in Article III. Section 3.11. Action Without a Meeting were also made. Item (a) Director Action now states that any action taken at a NSCAF BOD meeting may be taken without a meeting if notice is transmitted in writing to each member of the board and each member of the board by the time stated in the notice: (i) votes in writing for such action; or (ii) votes in writing against such action, abstains in writing from voting, or fails to respond or vote, and fails to demand in writing that action not be taken with a meeting. Minor changes were also made to items (b) Notice; (c) Votes; (d) Waiver; (e) Revocation of Writing; (f) Effective Date of Action Taken; and (g) Written Description of Action Taken in accordance with the language change in item (a). For a complete explanation of all bylaw changes, please see Amended and Restated Bylaws Document.

Due to a change in the status of the committees associated with the NSCAF, Section 3.13, Committees, was struck from the bylaws (see changes below in Article V. Committees).

Article IV. Section 4.2 Election and Terms of Office – the language has been changed to state that "The elected officers of the Corporation shall be elected by the Board of Directors at each regular annual meeting of the Board and shall serve a term of one (1) year in office. Further; Officers shall not be limited in the number of terms they may serve except for the person who serves as president, who may only serve a total of three (3) terms in the office of president."

A major change to the bylaws was made in Article V. Committees Section 5.1 Committees was added and states: “By one or more resolutions adopted by a majority of the directors then in office, the Board of Directors may from time-to-time designate one or more committees of the Corporation, each of which, to the extent provided in the resolution establishing such committee, shall have and may exercise all of the authority of the Board of Directors, except that such committees shall not: (a) authorize distributions; (b) elect, appoint, or remove any director; (c) amend the Articles of Incorporation; (d) adopt, amend or repeal these Bylaws; (e) approve a plan of merger; (f) approve a sale, lease, exchange, or other disposition of all, or substantially all, of the Corporation's property; (g) approve a dissolution of the Corporation; of (h) approve or propose to the member any other action that requires approval by the member. The delegation of authority to any committee shall not operate to relieve the Board of Directors or any member of the board from any responsibility imposed by law. Rules governing meetings of any committee shall be as established by the Board of Directors, or in the absence thereof, by the committee itself.

In addition, it has been recommended that the Grant Committee and Scholarship Committee become Standing Committees of the NSCAF and, therefore, will require an NSCA BOD appointed representative. Section 5.2 Standing Committees has been added to the bylaws and states: “In addition to any committees that the Board of Directors may establish under the provisions of Section 5.1, the Corporation shall have the following standing committees, with such duties and responsibilities as prescribed by the Board of Directors:

(a) Scholarship Review Committee
(b) Grant Review Committee

Each standing committee shall be composed of one (1) person who shall be a member of the Corporation's Board of Directors and who shall be appointed by the president. The remaining members of each standing committee shall consist of individuals selected from the NSCA membership and appointed in accordance with policies and procedures to be established by the Corporation's Board of Directors, but with such appointment subject to approval by the Corporation's Board of Directors.”

Lee Brown made a motion that the bylaws be accepted as amended that was seconded by Jill Bush and unanimously approved by a vote of 3-0. Jill will present the proposed bylaw changes to the NSCA BOD at their meeting at the national conference in Providence for their consideration and final approval.

With no further business, the meeting was adjourned at 11:05 a.m. CST.

Respectfully submitted by Joan M. Eckerson, NSCAF Secretary/Treasurer.
 

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