PPAI Board Revises Bylaws

Restructures Board To Align With Long-Term Industry Service And Growth

IRVING, Tex. (April 26, 2012)
Promotional Products Association International (PPAI; ppai.org), the not-for-profit association for more than 10,500 member companies of the $16.5 billion promotional products industry, announces 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," said 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," said 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 stated: "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.

About PPAI
Since 1903, the Promotional Products Association International, a not-for-profit, has been the standard-setting international trade association for the promotional products industry. Today, PPAI serves more than 10,500 member companies and 450,000 industry professionals who lead the $16.5 billion industry. The multi-billion-dollar industry includes wearables, writing instruments, calendars, drinkware and many other items, usually imprinted with a company’s name, logo or message. PPAI offers education, tradeshows, business products and services, mentoring, technology and legislative support to its members. PPAI created and maintains the UPIC (Universal Promotional Identification Code), the industry’s only free identification system and universal company database. For information regarding PPAI or to learn more about the proven power of promotional products (including research and case studies), visit the PPAI website at www.ppai.org.

PPAI Bylaws Revision – Q&As

Why has the PPAI Board of Directors elected to reduce its overall size?

The new structure will allow the board to act on emerging opportunities and address competitive forces in the marketplace with ease and nimbleness, while retaining appropriate deference to the traditional balance of the organization. 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. 

Increase flexibility and responsiveness
Greater accountability for attention and engagement
Composed for broader representation and enhanced performance
Facilitate more direct and focused discussion
Direct and indirect time and cost savings ‘managing’ the board

 What exactly does the restructure entail?

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 2013 board elections and be reflected in the upcoming round of voting for new board members in September 2012.

How does that map against the current board? What exactly will change?

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.

Can you adequately lead the Association with a smaller board?

Yes, the new leadership-focused board structure is even more inclusive as it allows members from any category to serve and provides a larger pool of candidates from which to recruit the most capable and talented members to guide the industry and lead the Association.

How will the new "at-large" seat be filled?

The at-large director is nominated by a committee consisting of the PPAI board chair, chair-elect and immediate past chair, board approved and is appointed in even years for a two-year term and is eligible for nomination from all membership categories, including suppliers, distributors, multiline representatives, business services, international suppliers and international distributors.

How does voting process change? 

 

The voting process has not changed. However, the pool of voters is larger and includes eligible PPAI members in good standing, from the designated voting categories including distributors, suppliers, business services, multiline representatives and international distributor and international suppliers.

What will the board composition be every year until the restructure is complete in 2016? Supplier

Distributor

Immediate Past Chair

RAC Delegate

At-Large Appointment

Total

2012/Current

8

8

1

1

0

18

2013

7

7

1

1

0

16

2014

6

6

1

1

1

15

2015

5

5

1

1

1

13

2016

4

4

1

1

1

11



When do the other board members’ terms expire?  

No change has occurred. Board member terms will expire as regularly scheduled.  

How will board officers be chosen?  

The board officers will continued to be chosen by the board of directors, but beginning in 2013, the internal board officer nominating committee has been consolidated to include the chair, chair elect and immediate past chair.

When will the results of this board restructure be seen?  

The process will begin with the 2013 board elections and be reflected in the upcoming round of voting for new board members in September 2012. The multiyear implementation process will take place over the next four years with the transition complete by 2016.

Who can vote in upcoming elections?  

Eligible PPAI members in good standing, from the designated voting categories including distributors, suppliers, business services, multiline representatives and international distributor and international suppliers will have one vote in the election of candidates to serve on the board. Ballots will be sent either by mail or electronically through an independent election administrator to all member firms entitled to vote. Voting rights of a member may not be delegated to another nor exercised by proxy.  

What does this mean for distributors? Suppliers? The industry as a whole? 

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.   



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