Overview of FSCT- NPCA Merger Provisions

Organizational Flowchart

In October 2007 the Boards of NPCA and the Federation of Societies for Coatings Technologies (FSCT) endorsed a process to explore a merger of the two organizations. In January 2008, both NPCA and FSCT signed a Memorandum of Agreement to pursue a merger of the two organizations. The Agreement was approved after a meeting of the respective task forces of the NPCA and FSCT held on Jan. 8. Since then, the Agreement has been approved by the FSCT Board of Directors. It is now before the NPCA Board of Directors, and subsequent to NPCA Board action, will be submitted to the FSCT general membership for approval. It is expected that the merger will be complete by June 2008.

Merger Principles

The merger of the FSCT and NPCA is based on the following shared values:

  • NPCA and FSCT wish to combine the management of the two organizations pursuant to a “Governance Merger” that will effectively consolidate the management and administrative functions of the organizations while preserving their separate identity, operations, functions and member services;
  • NPCA and FSCT have determined that a Governance Merger of the two organizations is the most effective  long-term solution, enabling each of the associations, their members and the industry to enhance the overall quality and breadth of programs and services provided to the Industry, and to efficiently and effectively apply resources to Industry priorities;
  • NPCA and FSCT believe that an important aspect of a successful combination of interests is a continued affiliation and effective interaction with the industry’s network of local societies, councils, and associations, and the Coatings Industry Education Fund; and
  • NPCA and FSCT view FSCT as the leading technical and scientific educational organization for the industry, and NPCA as the leading advocacy and public policy directed organization for the industry. NPCA and FSCT fully endorse membership in and support the programs and activities of both organizations.

Merger Structure

Through a Governance Merger, management of the two organizations will be consolidated under NPCA. This will be accomplished as follows:

  • New Membership Class.  The FSCT Bylaws, Articles of Incorporation, and Standing Rules will be amended to create a new class of membership, the “Association Member Class,” in which NPCA will be the sole voting member. This new class of membership will have exclusive voting rights that will enable NPCA to exercise governing authority over FSCT in accordance with the Bylaws and Standing Rules.
  • FSCT Board of Directors. NPCA, as the Association Member Class, will elect a new FSCT Board of Directors to govern FSCT that will be comprised of the following five (5) directors:
    • FSCT Chairman (the NPCA Chairman)
    • FSCT Vice Chairman (the NPCA Vice Chairman)
    • FSCT CEO (the NPCA President)
    • FSCT President/COO (the Chairman of FSCT Management Council)
    • FSCT Vice President/Treasurer (the Vice Chairman of FSCT Management Council)
  • FSCT Management Council.  The current FSCT Board of Directors will be newly constituted as the “FSCT Management Council,” responsible for overseeing the day-to-day activities of FSCT in cooperation with FSCT Chief Executive Officer and the Executive Director.  The new FSCT Management Council will be comprised of:
    • FSCT CEO (NPCA President)-not eligible for chair
    • FSCT Executive Director/Corporate Secretary (a non-voting position appointed by the FSCT CEO)
    • Nine (9) at-large members elected by all FSCT membership classes other than the Association Member Class, voting together as a single class, in accordance with the Bylaws
    • FSCT President and Vice President appointed by the nine (9) at-large members of Management Council, pursuant to the current FSCT appointment process
  • FSCT Standing Committees.  The FSCT Board will establish the following committees in accordance with the Bylaws:
    • A Nominating Committee comprised of five (5) members, including the Immediate Past-President of FSCT as Chair, and four (4) other members approved by the FSCT Management Council. The Nominating Committee will nominate the FSCT President and Chief Operating Officer and the FSCT Vice President and Treasurer as well as the nine (9) at large members of the FSCT Management Council.
    • A Finance/Audit Committee comprised of the following directors (i) the FSCT Chief Executive Officer, (ii) the FSCT President and Chief Operating Officer, and (iii) the FSCT Vice President and Treasurer who will serve as Chairman. In addition, the Executive Director and Corporate Secretary will be a non-voting member of the Committee. The function of this committee will be to oversee the finances of FSCT, including the audit, and to make recommendations on the FSCT annual budget.
  • FSCT Officers.  FSCT officers will consist of:
  • A Chairman of the Board who shall be the NPCA Chairman. The Chairman shall have the powers and responsibilities set forth in the Bylaws and established by the FSCT Board
  • A Vice-Chairman of the Board who shall be the NPCA Vice-Chairman. The Vice- Chairman shall have the powers and responsibilities set forth in the Bylaws and established by the FSCT Board.
  • A Chief Executive Officer who shall be the NPCA President.  Subject to the powers and other responsibilities set forth in the Bylaws, the Chief Executive Officer will have direct authority over FSCT staff.
  • An Executive Director and Corporate Secretary.  Subject to the powers and other responsibilities set forth in the Bylaws, the Executive Director and Corporate Secretary will manage the FSCT office and report to the FSCT Chief Executive Officer.
  • A President and Chief Operating Officer who shall be Chairman of the FSCT Management Council.  The President and Chief Operating Officer shall have the powers and responsibilities set forth in the Bylaws and established by the FSCT Board.
  • A Vice President and Treasurer who shall be the Vice Chairman of the FSCT Management Council.  The Vice President and Treasurer shall have the powers and responsibilities set forth in the Bylaws and established by the FSCT Board. 
  • Membership Classes.  With the exception of the new Association Member Class, of which NPCA will be the sole voting member, the current FSCT membership classes (Full, Educator, Student, Retired, Federation Honorary) and the process used to register members will remain as is currently provided for in the FSCT Bylaws.
  • Management of FSCT.  FSCT staff will be managed by an Executive Director who will report to the FSCT Chief Executive Officer on all aspects of the management of FSCT, including, but not limited to, personnel matters and budgeting.  The Executive Director will consult with the FSCT Management Council on the implementation of all FSCT programs.  The FSCT Management Council shall act as an operational committee for the ongoing programs and activities of FSCT.

Further Merger Provisions 

  • FSCT Representation on NPCA Board and Executive Committee. The Chairman of the Management Council will become a voting member of the NPCA Board of Directors and the NPCA Executive Committee.
  • FutureCoat.  NPCA and FSCT will jointly endorse and support FSCT’s FutureCoat, which will continue as a signature science and technology event for the industry. NPCA and FSCT will explore avenues to enhance an annual FutureCoat Conference, including, but not limited to, possibly holding future FutureCoat Conferences in conjunction and/or in cooperation with the American Coatings Show and American Coatings Conference  and/or the NPCA Annual Meeting and  Leadership Conference.  
  • American Coatings Show and ICE.  The International Coatings Expo (ICE) will be combined with the American Coatings Show and Conference (ACS) to be held on June 2-5, 2008 in Charlotte, NC. With the combination of ICE into the ACS, ICE 2008 in Chicago will be cancelled. NPCA and FSCT will fully endorse and support the American Coatings Show as the premier industry exhibition and show for the coatings industry. FSCT and NPCA will endorse and actively promote participation by its members in the 2008 ACS as well as future American Coatings Shows.
  • Separate Organizations. The purpose of combining the management and financial resources of the two organizations is to enhance the overall quality and breadth of programs and services provided to the industry, and to efficiently and effectively apply resources to industry priorities.  NPCA and FSCT believe that maintaining their separate identities, operations, functions and member services is important to achieving these goals.

Completing the Merger

  • Merger Task Forces. FSCT and NPCA appointed respective task forces to develop a Memorandum of Agreement for a Merger.
  • NPCA and FSCT Board Approval.  The FSCT Board of Directors has approved this Memorandum of Agreement as of Feb. 5, 2008 and the NPCA Board of Directors will take action by March 19, 2008.
  • FSCT Membership Approval.  Upon approval of the FSCT and NPCA Boards, FSCT will submit to its membership for approval the Agreement for Merger and all necessary documentation by March 21, 2008, and will convene a vote of its membership 30 days after the submission materials.
  • NPCA Organizational Documents.  NPCA will amend its Bylaws to provide that the Chairman of the FSCT Management Council shall be elected as a voting member of the NPCA Board of Directors and the NPCA Executive Committee. 
  • Anticipated Completion Date.  All aspects of the merger, including all necessary changes to the NPCA Bylaws and FSCT Bylaws, Standing Rules and Articles of Incorporation will be completed by June 3, 2008.  

Organizational Flowchart

 

Contact: NPCA’s J. Andrew Doyle for more information.

Source: April 2008 Coatings, posted 2/29/08