NFSA Handbook PDF
NFSA Handbook PDF
NFSA Handbook PDF
Association
Chapter Handbook
Updated 2013
National Fire Sprinkler Association • 40 Jon Barrett Road • Patterson, New York 12563
www.nfsa.org
TABLE OF CONTENTS
1 – INTRODUCTION ............................................................................................................................................ 1
2 – ACKNOWLEDGEMENTS ................................................................................................................................. 2
3 ‐ ABOUT THE NATIONAL FIRE SPRINKLER ASSOCIATION ................................................................................... 3
4 ‐ FROM THE NFSA PRESIDENT .......................................................................................................................... 5
5 – BENEFITS OF FORMING A CHAPTER ............................................................................................................... 6
6 – WORKING WITH YOUR REGIONAL MANAGER AND AREA DIRECTOR .............................................................. 7
7 ‐ FORMING A NEW CHAPTER ........................................................................................................................... 8
8 ‐ OPTIONS AND LEGAL ISSUES IN CHAPTER STRUCTURES................................................................................. 10
9‐ CHAPTER FUNDING AND FINANCES ............................................................................................................... 12
10 ‐ CHAPTER OPERATIONS ............................................................................................................................... 15
11 ‐ PLANNING AND CONDUCTING CHAPTER MEETINGS .................................................................................... 16
12 ‐ SUCCESSION PLANNING .............................................................................................................................. 17
APPENDIX I‐ MODEL MEMORANDA OF UNDERSTANDING .................................................................................. II
APPENDIX II – CODE OF ETHICS ........................................................................................................................ XIV
APPENDIX III – MODEL BYLAWS ....................................................................................................................... XVI
APPENDIX IV – CHAPTER LEADERSHIP JOB DESCRIPTIONS ............................................................................... XVII
APPENDIX V – SAMPLE NOMINATION POLICY ................................................................................................ XVIII
APPENDIX VI ‐ SUGGESTED CHAPTER COMMITTEES ......................................................................................... XIX
APPENDIX VII – CHAPTER MEETINGS ................................................................................................................ XX
APPENDIX VIII ‐ SAMPLE MEETING ANNOUNCEMENTS .................................................................................. XXIV
APPENDIX IX – MEETING MINUTES TEMPLATES ............................................................................................ XXVII
APPENDIX X ‐ ABOUT THE INDUSTRY PROMOTION FUND .............................................................................. XXIX
APPENDIX XI ‐ PETITION FOR CHAPTER RECOGNITION .................................................................................... XXX
1 – Introduction
The purpose of this handbook is to provide guidelines for establishing, operating, and maintaining
Chapters of the National Fire Sprinkler Association.
Many of the recommendations in this handbook are already being implemented; in fact, many of the
suggestions originated from longstanding Chapters. These existing Chapters may find this handbook will
serve as “refresher.” In areas where Chapters are being reorganized or organized for the first time, this
handbook will provide the necessary assistance for getting started in the right direction.
Chapter development at NFSA was formalized in 1990 when then‐Chairman of the Board, Kevin T. Fee,
convened the first meeting of the NFSA's Regional Structure Evaluation Committee to evaluate the
effectiveness of NFSA at the local level and conceive of strategies to provide a more consistent approach
to NFSA regional activities. This process resulted in the adoption of the original NFSA Chapter Handbook
on January 1, 1991.
With new Chapters in the development process and organizational changes throughout NFSA, an update
of the original handbook was necessary.
As changes occur in the Association, this handbook will be updated periodically to reflect new concepts
and ideas. Please direct your suggestions to your NFSA Regional Manager or Area Director.
Organization, planning, teamwork, and cooperation are essential to a well‐run Chapter. The intent is for
this handbook to be an important tool for you and the members of your Chapter.
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2 – Acknowledgements
Many of the documents and information contained in this handbook are the result of the hard work and
dedication of current Chapter members and NFSA staff across the United States.
The NFSA wishes to thank the original Regional Structure Evaluation Committee and the members of the
NFSA Regional Operations team and NFSA staff members for the many hours and hard work in
developing and updating this very important resource for NFSA Chapters across the nation.
NFSA further wishes to thank the Regional Operations team who have taken on the challenge of
updating this handbook to make it useful in today’s NFSA.
Those who contributed to the update of this handbook included: Vice President of Regional Operations,
Buddy Dewar, Associate Directors of Regional Operations Dominick Kasmauskas and Wayne Waggoner,
Regional Managers Ray Lonabaugh, Suzanne Mayr, Lorrell Bush, Bob Kleinheinz, Tom Lia and Bruce
Lecair as well as NFSA staff members Linda Daly, Jeannie Kozlowski, Fred Barall and Carla Gunther.
A special thanks to Diana Romano for her historical knowledge and contributions to this revision.
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3 - About the National Fire Sprinkler Association
About the Association
Established in 1905, the National Fire Sprinkler Association, Inc. (NFSA) is a trade association that serves
as the “Voice of the Fire Sprinkler Industry.” NFSA has a very broad‐based membership.
Mission Statement
To protect lives and property from fire through the widespread acceptance of the fire sprinkler concept.
Purpose
To provide a structured forum in which members:
work together on local initiatives
support national issues consistent with the goals and objectives of the NFSA
promote the acceptance of competently installed and maintained fire sprinklers and
other fire suppression systems in both new and existing construction
uphold the highest standards of professionalism
How NFSA Serves Members
NFSA works on behalf of the fire sprinkler industry, lending technical expertise and representing the
interests of members and the fire sprinkler industry in order to impact the acceptance of competently
installed water based fire protection systems in all occupancies.
Membership Types
Contractor – any firm or corporation that installs, maintains or repairs fire sprinkler systems in the
United States.
Manufacturer‐ any firm or corporation that manufactures and sells fire sprinkler devices in the United
States.
Supplier and Manufacturers– any person, firm, or corporation that manufactures, sells or distributes
materials or services whose end use is intended for inclusion in fire sprinkler systems.
Professional – architects and engineers and other professionals whose principal service is to the
construction or fire protection industries.
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Subscriber – available to fire, building, insurance, and government officials, or any other person, firm,
corporation, trade association or professional society not eligible for membership under the other
categories of membership.
In addition, NFSA offers alliances with “Friends of the Industry,” such as homeowners’ association
members, political appointees, realtors and water industry members, who are not traditionally
considered part of the fire sprinkler industry.
Membership Services
representation on model building codes and national, state and local standards‐making
committees
technical assistance available via phone or email
training materials and educational programs delivered in a variety of formats
network of locally‐based Regional Managers for assistance with statewide and local
issues
publications highlighting industry news, technical updates and features
public fire protection division whose focus is to build partnerships with national fire
organizations to promote sprinkler awareness and legislation
marketing, promotion and social media
In addition, labor relations are available in a separate division funded by Industry Promotion funds.
Your local contact with NFSA is your Regional Manager
Regional Managers are located strategically across the United States and work to defend and maintain
markets by providing assistance to local Chapters, implementing training, acting as liaison with
Authorities Having Jurisdiction (AHJs) and other organizations within the fire protection and building
community, monitoring and participating in local code and legislative activities and recruiting new
members.
For a map of NFSA areas and links to the
Regional Managers, visit our website at:
http://www.nfsa.org/?page=regmap.
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4 - From the NFSA President
Chapters and the NFSA,
Local chapters are an important foundation for any national organization.
They provide a source of energy, ideas and leadership.
For the National Fire Sprinkler Association Chapters are even more
important, because the industry sits at the crossroads of the fire protection
and construction industries, and both of these industries are primarily
regulated at the state level. This means that there is often no “one size fits all” solution to an industry
problem or opportunity. Issues of licensing, code adoption, environmental regulation and standards
enforcement vary from state to state and even from city to city. Very often the best solution for one
part of the country is unworkable in another part of the country.
This is where Chapters play a key role: to help decide the best course of action for the industry in a
specific area. NFSA is committed to the development of programs that are available for use when they
meet the needs of our local members.
One of the greatest resources of the NFSA is our Regional Operations program, through which we
maintain a group of industry professionals that work to assist the Chapters in their local efforts. This
handbook is the work product of our Regional Operations department, aimed at helping our members
organize and operate NFSA Chapters. We hope that you will find it helpful, and that your Chapter can
work with the NFSA in its mission to advance the use of automatic fire sprinkler systems.
Yours truly,
Russell P. Fleming
President
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5 – Benefits of Forming a Chapter
The National Fire Sprinkler Association has Chapters located in regions throughout the United States
that are all working toward our mission “to protect lives and property from fire through the widespread
acceptance of the fire sprinkler concept.” NFSA’s Chapter network not only provides access to local
peers but also to its nationwide peer network. As a member of a Chapter, you will have the opportunity
to meet with other members of the fire sprinkler industry to discuss new and innovative ways to
improve and protect the industry as well as gaining new ideas to improving your company and
protecting your market share.
Furthermore, as a Chapter member, you may have the opportunity to meet local government officials
and other industry stakeholders at regularly scheduled meetings with your peers. This provides a great
opportunity to provide feedback on local and statewide legislation, new technology and communication
as well as to discuss new and exciting ways to promote and maintain the fire sprinkler industry.
Some additional benefits to forming a Chapter may include:
Chapter meetings are a great forum to exchange ideas and identify key issues that need
attention. Chapters may use a strategic planning process to identify and accomplish goals.
Chapters provide an identity and are a greater voice when compared to individual companies
and organizations. Chapters are a focal point for legislators, media, and local authorities for
promoting the fire sprinkler industry. In many instances, Chapters meet to help identify local
issues between AHJ and contractors to facilitate interaction and dialogue toward better codes
and ordinances or to seek resolution on current regulations.
Chapter members often work on statewide, local and NFSA committees, work groups, study
groups and task forces toward the goal of improved code development both locally, statewide
and nationally.
Chapters may have the ability to access funds to address business environment and industry
issues.
Chapter Board of Directors may be covered under insurance if they meet certain qualifications.
Chapter members have membership benefits through NFSA that are offered only to Chapters as
specified by the Chapter memorandum of understanding, which may include access to training,
engineering and legal resources applicable to Chapter formation issues.
A Chapter and its membership may have access to industry updates and publications, tech
alerts, regional reports and direct access and assistance from NFSA staff members.
NFSA Chapters agree to a strict code of ethics, which comes with positive industry recognition
and instant creditability.
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6 – Working with Your Regional Manager and Area
Director
Regional Operations
The mission of Regional Operations is to act as the eyes, ears and voice of the NFSA to promote the fire
sprinkler concept across the nation. Regional Operations strives to:
Create new markets
Protecting existing markets
Address issues that affect business environment issues
Recruit and retain new members
Schedule seminars
Regional Managers serve the membership throughout the country, acting as the Chapter’s liaison for the
NFSA national staff and may provide the local Chapter with assistance on problems and projects at the
local level.
An active Chapter working in tandem with its Regional More information and staff list can be
Managers is one of the most effective means of found at:
promoting interests of the fire sprinkler industry at the http://www.nfsa.org/?page=regmap
local level.
Area Directors
In addition to being served by Regional Managers, each of the NFSA Regions is represented by an Area
Director elected by the contractor membership. The Area Director serves as a member of the
Contractors Council and Board of Directors. In addition to the 12 Area Directors, a Director at‐Large
category has been established and a contractor member is elected by the Contractor’s membership to
serve on the Contractors Council and Board of Directors.
Chapter Chairmen are encouraged to work closely with their Area Director. Area Directors will solicit
input and suggested agenda items from Chapters for discussion at Contractors Council and Board
meetings.
Many Area Directors provide periodic updates of NFSA Board of Directors meetings and other activities
affecting the industry to the membership within their area at Chapter meetings and other planned
events.
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7 - Forming a New Chapter
The process of forming a new Chapter requires organization and teamwork. Below are the steps to
follow once you have decided to start a new Chapter.
Initial Decisions
Once you have decided to start a new Chapter, there are some recommended decisions that your group
should make in order to proceed with Chapter formation. If there are many individuals interested in
starting a new Chapter, you may want to form an informal “organizing committee” that will be in charge
of making these decisions and taking care of the initial Chapter arrangements. This committee should
dissolve once the Chapter is approved by the NFSA Board of Directors, in lieu of a Chapter board of
directors.
Goals and Objectives ‐ Make a list of items you would like to accomplish as an NFSA Chapter. These
items may include such ideas as supporting local fire sprinkler legislation, providing local training events,
etc. Please refer to the Chapter 8 for guidance on the actions that may be undertaken as a Chapter.
Potential Membership List ‐ Think about who you would like to be involved in your Chapter. Chapters
have the same categories of and criteria for membership as the NFSA. Chapter members should also be
members of NFSA, except that, as discussed below under “Start Up Period,” in the first two years after a
Chapter charter is granted, an NFSA Chapter may include both NFSA and non‐NFSA members.
Legal Structure ‐ Chapter leaders have a lot of flexibility to determine the structure of their Chapters.
Chapter leaders can decide whether or not to separately incorporate, whether to obtain a tax exempt
status through a group exemption or on their own, and whether they would like to purchase their own
insurance policies or be covered by some NFSA insurance policies. Please refer to Chapter 8 for more
information about these options. The NFSA staff attorneys are happy to help Chapters should they have
legal questions relating to the formation of their Chapters.
Funding Sources‐ Think about how you will fund Chapter activities. As detailed in Chapter 9, most
Chapters raise money through Chapter dues, training events, or other fundraising campaigns. Please
refer to the section in Chapter 8 titled “Working within the 501(c)(6) Exemption,” for guidelines on
funding sources.
Petition the NFSA Board of Directors
Once you and your group have thought about some of the logistics of starting a new Chapter, you may
petition the NFSA Board of Directors for recognition as a Chapter. A petition to the Board of Directors
shall include the following:
Proposed Chapter name.
Proposed Chapter territory.
Agreement to adopt the applicable version of the standardized Chapter bylaws and
Memorandum of Understanding (MOU), provided by NFSA, which best conform to the Chapter’s
proposed structure.
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Affirmation that any Chapter policies or governing documents shall be in compliance with all
NFSA policies, bylaws, and code of ethics.
In addition, Chapters should attach to their petition form a copy of the MOU and bylaws that they have
adopted or intend to adopt.
A copy of the petition form is available in Appendix XI. Model MOUs and model Chapter bylaws are
located in Appendices I and III. Chapter bylaws and MOUs should be consistent with these models.
Once the NFSA Board of Directors grants a charter to the Chapter, Chapter operations can begin. The
first order of business should be to elect directors and officers, as per the Chapter bylaws. See below for
guidance on chapter governance during the chapter “start‐up period.”
“Start‐Up Period”
The Chapter “start‐up period” is two years from the date that the chapter’s charter is granted. During
this time, per approval of the Board of Directors, the NFSA “start up” Chapter may be organized with
both NFSA and non‐NFSA members. The Chapters may be supported by the NFSA Regional Manager and
staff and can be supported by Chapter dues from both NFSA and non‐NFSA members. Planning and
conducting the Chapter will be in accordance with the NFSA Chapter Handbook.
During the two year period, the “start‐up” Chapter members and their companies in good standing are
eligible to receive partial benefits. Chapter members who are already members in good standing of
NFSA will continue to have access to all the membership benefits of NFSA. Chapter members who are
not current members of NFSA may request access to approved “start up” benefits from their local
Regional Manager. Such benefits may include:
‐ Limited access to Expert of the Day (EOD) service
‐ NFSA newsletters and publications
‐ Discounts on training
Please contact your Regional Manager with any questions about the "start‐up period."
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8 - Options and Legal Issues in Chapter Structures
Chapter leaders have a lot of options to decide how they would like to structure Chapters. Below is
information about the different ways Chapters can be structured, and how to go about achieving these
structures.
Incorporation
Some Chapter leaders choose to incorporate their Chapters because it helps to protect them from
potential liability in the event of a lawsuit against a Chapter. In addition, Chapters that are incorporated
separately from NFSA have greater freedom to conduct Chapter business with fewer requirements from
NFSA. Other Chapters choose to remain unincorporated associations, which saves those Chapters the
administrative and financial burden of filing for incorporation.
A Chapter that chooses to incorporate separately should provide NFSA with a copy of its Articles of
Incorporation. Any amendments to Chapter Articles of Incorporation should be approved by the NFSA
Board of Directors.
While the process of incorporation varies by state, there are some common elements in most state laws.
Generally, the Chapter Board of Directors files the articles of incorporation with the secretary of state in
the state in which they choose to incorporate. The articles of incorporation call for general information
about the Chapter, such as the Chapter name, mission and activities. Most state laws also require the
adoption of bylaws or other governing documents.
Please contact the NFSA Legal Department or a private attorney for more specific information about
incorporation, or for help in incorporating your Chapter.
Tax‐Exempt Status
NFSA is a 501(c)(6) organization, meaning that it is exempt from some income taxes. Chapters can avail
themselves of the NFSA 501(c)(6) status through a “group exemption,” or they can apply for a separate
tax‐exempt status through the Internal Revenue Service.
A “group exemption” is a determination by the IRS that the Chapters or affiliates of a nonprofit
organization are also tax exempt. If you would like your Chapter to be included in the NFSA group
exemption, please provide the following documentation to the NFSA Controller at NFSA Headquarters:
(1) a letter, signed by your Chapter Chairman, authorizing NFSA to include your Chapter in the group
exemption, and (2) your federal Employer Identification Number (EIN) (see Chapter 9 of this Handbook
for more information about obtaining an EIN number). To remain a part of the group exemption, your
Chapter should provide the NFSA Controller with information on an annual basis about your Chapter’s
operations and programs, as detailed in Section IV, Paragraph B of the MOU.
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Insurance for Chapters
It is important that Chapters are insured for their activities. Chapters may purchase their own insurance
policies, or NFSA will work with your Chapter to help ensure that insurance policies are available.
Working within the 501(c)(6) Exemption
Whether your Chapter has obtained a tax exempt status through the NFSA group exemption, or your
Chapter has obtained its own 501(c)(6) exemption, the following guidelines will help you to conduct
your Chapter activities in accordance with the applicable rules.
Feel free to contact the NFSA legal department or a private attorney if you have any questions about
this information.
Charitable Contributions ‐ Donors who contribute to a 501(c)(6) organization (including NFSA and its
Chapters) cannot deduct the gift as a charitable contribution on their federal income tax returns.
However, under some circumstances, these donors might be able to deduct such a gift as a trade or
business expense.
Membership Criteria ‐ The government grants a 501(c)(6) exemption based on the understanding that
the organization in question will work to benefit an industry or segment of an industry as a whole, and
not specific group members. In addition, antitrust laws target trade associations that have membership
restrictions that could be seen as restraining trade. For these reasons, the model bylaws set Chapter
membership criteria that are consistent with those of NFSA (excluding the "start‐up period). In enforcing
membership policies, Chapters should be sure to grant membership to all applicants that are eligible
under these criteria.
Unrelated Business Income ‐ The 501(c)(6) exemption regulates the amount of income that is unrelated
to an organization’s exempt purpose. This means that only an “insubstantial” amount of Chapter income
should be unrelated to its exempt purpose of promoting the fire sprinkler industry.
It is often difficult to tell whether some profits are “related” or “unrelated” to the exempt purposes of a
Chapter. Please contact the NFSA legal department or a private attorney for more information or
questions about unrelated business income or other aspects of the 501(c)(6) exemption.
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9- Chapter Funding and Finances
Chapter Funding
General Funding for Chapter operations from NFSA
Chapter funding sources vary by region. Factors include membership, dues structure, market share,
populations, and availability of Industry Promotion or Industry Advancement funds. Each Chapter
should develop a plan for funding depending on its local variables. Many Chapters are funded by
Chapter dues collected by both NFSA and non‐NFSA members during the “start‐up period.” Additional
funding can be obtained from fundraising events such as golf outings, training events, etc.
Industry Promotion Funds
The National Fire Sprinkler Association created the concept of Industry Promotion (IP) for the sprinkler
industry. Industry Promotions was ratified through Collective Bargaining Agreements beginning in 1985.
Industry Promotion funds are not Taft‐Hartley funds under the Labor Management Relations Act.
Industry Promotion Funds are administered by management trustees with goals and objectives
established by the trust agreement and implemented through consultation with local contractor
advisory committees.
There are three designated “Trustees” who have fiduciary responsibility for the oversight of the various
Industry Promotion programs and their finances. The Trustees consist of the President of NFSA, NFSA’s
Senior Vice President of Industrial Relations and General Counsel, and the Vice President of Industrial
Relations and Corporation Counsel. IP funds are not co‐mingled with NFSA funds. The trust agreement
has been reviewed by outside counsel and has received approval as a “not‐for‐profit” entity under
Section 501(c)(6) of the Internal Revenue Code.
IP funds are primarily used for educational programs such as seminars, workshops and development of
the fire sprinkler market. Industry Promotion Funds have also been utilized for legislation when the use
of funds are consistent with the overall objective to “create a market for the widespread acceptance of
competently installed automatic fire sprinkler systems in both new and existing construction homes to
high‐rise.” As specified in the agreement, monies collected as part of an Industry Promotion fund
initiative must be used in the territory of the collective bargaining agreement (see About Industry
Promotion in Appendix X).
Industry Advancement Funds
NFSA Board of Directors created the Industry Advancement Fund to allow open shop contractors to
support the advancement of the fire sprinkler industry on a voluntary basis. Support through the IAF is
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strictly voluntary. Donations are not deductible on federal income tax returns as charitable
contributions, but in some circumstances, could be deductible as trade or business expenses.
Chapter Finances and Records
Tax Identification Number
Chapters will need their own Employer Identification Numbers (EIN) to open bank accounts in the name
of the Chapter and to obtain tax exempt status on their own or through a group exemption. An EIN
number is a nine‐digit number assigned by the IRS to identify the Chapter, much like a social security
number.
EIN numbers are issued by the IRS and can be
EIN numbers can be requested at the
obtained through the IRS website. Please
contact the NFSA Accounting Department for following website:
help if needed.
https://sa2.www4.irs.gov/modiein/indiv
Regardless of whether a Chapter has an EIN idual/index.jsp.
number, it still has the option of allowing NFSA to
compile its tax information through a group
return, or it can file its own taxes as a separate entity. See below for more information about these
options. For more information on the NFSA group tax exemption, please refer to Chapter 8 of this
Handbook.
Tax Returns
Chapters have the option of filing their own tax returns with the IRS, or allowing NFSA to file tax returns
on its behalf, through a “group return.”
Group Return
Chapters that choose to permit NFSA to file tax returns on their behalf should obtain an accounting
software product such as QuickBooks. This will enable the transfer of financial information to NFSA via
email if desired.
In addition, Chapters should provide the NFSA Controller with the following information by the end of
the succeeding month following the end of each calendar quarter (i.e., by April 30th for the quarter
ending March 31):
A quarterly Balance Sheet, Statement of Activities (Income Statement) and Cash Flow
Statement. All of this information is available within the QuickBooks accounting program.
Copies of the check register, trial balance, monthly bank statements, bank reconciliations and
expense receipts (for items over $20.00).
Copies of the Chapter’s Annual Budget should also be forwarded to the NFSA Controller upon
completion.
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Separate Tax Returns
Chapters that choose to file separate tax returns should forward copies of these returns to NFSA upon
their completion.
Chapter Records
All Chapters should keep NFSA apprised of their programs and activities. At the start of each calendar
year, please provide the NFSA Controller or Legal Department with the following information:
list of Chapter members and their companies
list of Chapter officers and members of the chapter Board of Directors
list of Chapter committees and their members (if applicable)
list of Chapter publication schedules (if applicable)
schedule and description of chapter meetings, programs and events for the previous calendar
year
Please contact the NFSA Accounting or Legal Departments with any questions about the information
provided in this chapter.
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10 - Chapter Operations
Code of Ethics
A code of ethics is a set of guidelines that governs the behavior of a Chapter and its members. It is
especially important to establish a Code to obtain agreement regarding what type of behavior conforms
to acceptable or reasonable standards. Chapter codes of ethics cannot be inconsistent with the NFSA
Code of Ethics.
A committee should be formed by the local Chapter to propose a code of ethics. Upon completion of a
draft, the code of ethics should be edited as needed and ratified by members of the Chapter. The code
of ethics should be reviewed every three to five years as part of the strategic planning process (see
Appendix II Code of Ethics).
The NFSA Code of Ethics is also
accessible on the NFSA website at:
http://www.nfsa.org/resource/resmg
Intellectual Property
r/Docs/NFSA_Code_of_Ethics.pdf
Chapters should be mindful of respecting
NFSA’s intellectual property, including the
NFSA logo. Please refer to your MOU for more information about permissible uses of such intellectual
property.
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11 - Planning and Conducting Chapter Meetings
Regularly scheduled meetings are essential to assure the successful operation of your Chapter.
Meetings are also the best means of communication among your Chapter members. Time spent
preparing for the meeting will ensure that each meeting is informative, relevant and meaningful to
members.
A meeting planning section is located in Appendix VII. Topics include:
Planning the Meeting
Preparing an Agenda
Promoting the Meeting
Staging the Meeting
Program Suggestions
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12 - Succession Planning
The strength of the local leadership is the key to promoting and protecting our industry, livelihoods, and
futures. Through strength in numbers and involvement comes power to be used for educating,
influencing, and above all, saving lives and protecting property through the installation of fire sprinklers
in homes and businesses throughout the United States.
One important way to maintain the strength and continual growth of a local NFSA Chapter is to
encourage a new generation to be involved with the local Chapter or NFSA. To ensure that the next
generation is prepared for the future, a Legacy Committee may be formed to maintain continual growth
and leadership by future generations.
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Appendix I- Model Memoranda of Understanding
Model Memorandum of Understanding #I (Applicable to Unincorporated Chapters)
THIS MEMORANDUM OF UNDERSTANDING (“MOU”), effective this ________________ day of
____________________, 20______, by and between the National Fire Sprinkler Association, Inc. (“NFSA”), a
nonprofit corporation with its principal place of business in Patterson, NY, and _____________________________
(“CHAPTER”), an unincorporated association with a principal place of business in ____________________,
_____________________________.
NOW THEREFORE, in furtherance of the mutual promises and consideration contained in this MOU, the
parties hereby agree as follows:
I. Grant of Charter
A. Charter. NFSA hereby grants a non‐exclusive charter to CHAPTER to operate as an officially‐
sanctioned chapter of NFSA, with the authority to conduct activities in the name of the chapter,
subject to the following terms and conditions as contained herein.
B. Territory. NFSA hereby grants CHAPTER a non‐exclusive charter within the following geographic
boundaries (“CHAPTER Territory”): ________________________________________________
____________________________________________________________________________.
NFSA reserves the right to conduct activities, sponsor events, recruit members, or perform other
functions within CHAPTER Territory. In addition, NFSA may modify these boundaries, provided
that it gives CHAPTER at least sixty (60) days written notice in advance of the effective date of the
modification.
C. Term and Termination. This MOU shall continue in force and effect from the effective date of this
MOU until revocation or surrender of the CHAPTER charter, in accordance with Section VI of this
MOU.
II. Membership
A. Generally. Chapter agrees to exclusively adopt the categories of and criteria for membership as
set forth in Article II of the NFSA bylaws. Further, Chapter warrants that any NFSA member in
good standing shall be eligible to join the Chapter and participate in any and all Chapter activities
applicable to his/her category of membership. Except as provided in paragraph B below (“Start‐
Up Period”), all Chapter members shall also be members in good standing of NFSA.
B. “Start‐Up Period.” The Start‐Up Period shall be defined as the two‐year period following the
effective date of this MOU. During the Start‐Up Period, Chapters may accept as Chapter
members both members and non‐members of NFSA. After the Start‐Up Period, all Chapter
members shall also be members in good standing of NFSA.
Limited Benefits. During the Start‐Up Period, individuals or companies that are Chapter members
but not NFSA members have limited access to the benefits listed in this paragraph, through their
local Regional Managers, which shall terminate upon the conclusion of the Start‐Up Period.
ii
1. Limited Access to the NFSA Expert of the Day (“EOD”) ‐ Chapter members that are not
NFSA members may request limited access to the NFSA EOD.
2. Access to Applicable NFSA Publications‐ Chapter members that are not NFSA members
may request access to current issues of NFSA membership publications which are
normally available to members within their applicable category of membership and
subject to other restrictions on distribution.
3. Discounts on Training‐ Chapter members who are not members of NFSA may request
discounts on training courses that are normally available exclusively to members of
NFSA.
NFSA reserves the right to create, implement and revise any policies regarding the amount or level of services
provided during the Start‐Up Period.
III. Obligations of NFSA
NFSA agrees that its obligations shall include the following:
A. CHAPTER Tax Exempt Status‐ Except as provided in this paragraph, NFSA agrees to initially apply
for and to apply to maintain tax exempt status for CHAPTER through a group exemption,
pursuant to section 501(c)(6) of the Internal Revenue Code, provided that: (a) CHAPTER provides
NFSA with the documentation enumerated in Section IV of this MOU within the time
requirements provided in Section IV of this MOU; and (b) NFSA determines that CHAPTER has
complied with and will continue to comply with the laws, rules and regulations governing the
501(c)(6) exemption and the NFSA group exemption. If NFSA determines that CHAPTER has not
complied with the laws, rules or regulations governing the 501(c)(6) exemption and/or the NFSA
group exemption, NFSA reserves the right to decline to apply for or maintain a tax exempt status
for CHAPTER through its group exemption, in which case, CHAPTER would be required to obtain a
separate 501(c)(6) status through the Internal Revenue Service.
B. CHAPTER Tax Obligations‐ Except as provided in this paragraph, NFSA agrees to prepare
CHAPTER’s federal tax returns through a “group return,” provided that CHAPTER provides NFSA
with the documentation enumerated in Section IV of this MOU, within the time requirements
provided in Section IV of this MOU. In addition, if NFSA, or a representative of NFSA determines
that CHAPTER has not provided NFSA with the appropriate financial statements within the
requisite time period, NFSA reserves the right to discontinue the preparation of CHAPTER tax
returns.
C. NFSA Publications‐ NFSA shall furnish to all CHAPTER members who are also members of NFSA all
NFSA member publications which are normally provided to NFSA members within the applicable
member category, subject to other criteria for distribution. In addition, CHAPTER members who
are not members of NFSA may request access to such publications during their Chapter’s Start‐
Up Period (Section II, Paragraph B).
D. NFSA Programs‐ NFSA shall permit CHAPTER members who are also members of NFSA to
participate in all NFSA member programs which are normally provided to NFSA members within
the applicable member category, subject to other criteria for participation, including but not
limited to the payment of program fees. In addition, CHAPTER members who are not members of
iii
NFSA may request access to such programs during their Chapter’s Start‐Up Period (Section II,
Paragraph B).
E. NFSA Expert of the Day (EOD) Program‐ NFSA shall permit CHAPTER members who are also
members of NFSA to avail themselves of NFSA’s EOD service, subject to other criteria for
participation. In addition, CHAPTER members who are not members of NFSA may request access
to such programs during their Chapter’s Start‐Up Period (Section II, Paragraph B).
IV. Obligations of Chapter
CHAPTER agrees that its obligations shall include, but are not limited to the following:
A. Governing Documents and Policies ‐ CHAPTER warrants that it has adopted the model bylaws
provided by NFSA, which correspond with this MOU. CHAPTER agrees that any changes in its
bylaws will not be inconsistent with any NFSA policies, bylaws, or the NFSA Code of Ethics,
including those listed in the Chapter Handbook. CHAPTER also warrants that it shall submit any
proposed changes to its bylaws to the NFSA Board of Directors for approval.
B. Maintenance and Provision of Financial and Other Records ‐ CHAPTER warrants that it will
maintain and provide to NFSA the following records no later than one (1) month following the
start of each fiscal year: (a) a list of chapter members and their companies, (b) a list of CHAPTER
officers and members of the CHAPTER Board of Directors, (c) a list of CHAPTER committees and
their members, if applicable, (d) a list of CHAPTER publication schedules (if applicable), and (e) a
schedule and description of chapter meetings, programs and events for the previous calendar
year. In addition, CHAPTER warrants that it will provide to NFSA, by and through its Controller,
the following records no later than the end of the succeeding month following each calendar
quarter: (a) a quarterly Balance Sheet, Statement of Activities (Income Statement) and Cash Flow
Statement, and (b) copies of the check register, trial balance, monthly bank statements, bank
reconciliations and expense receipts for items over twenty dollars ($20.00). In addition, if
applicable, CHAPTER shall forward copies of its annual budget to the NFSA Controller upon
completion.
C. Inspection of Records ‐ Upon written request of NFSA, CHAPTER shall permit NFSA or an agent of
NFSA to review appropriate financial statements and records pertaining to CHAPTER operations
and programming, for the purpose of conducting an audit. The cost of such an audit shall be
borne by NFSA.
D. CHAPTER Tax Exempt Status ‐ CHAPTER warrants that it has provided or will provide NFSA the
documentation enumerated in Paragraph (B) of this Section IV, which will allow NFSA to apply to
obtain and maintain a tax exempt status for CHAPTER through a group exemption, pursuant to
section 501(c)(6) of the Internal Revenue Code. In addition, CHAPTER warrants that it has
provided NFSA with its federal Employer Identification Number (“EIN”). CHAPTER also warrants
that it has provided and it will provide, no later than one (1) month following the start of each
fiscal year, a statement signed by the CHAPTER president, which declares his/her wish that
CHAPTER (still) be covered by the NFSA group exemption.
E. CHAPTER Tax Obligations ‐ CHAPTER warrants that it will provide NFSA, by and through its
Controller, and no later than the end of the succeeding month following each calendar quarter,
the documentation enumerated in Paragraph (B) of this Section IV, which will allow NFSA to
prepare a group return on the CHAPTER’s behalf. In addition, CHAPTER agrees that it will utilize
an accounting software product, such as QuickBooks, to compile its quarterly financial records.
iv
F. Insurance – CHAPTER may purchase its own insurance policy or policies, or NFSA will work with
CHAPTER to help facilitate the availability of an insurance policy or policies.
G. Compliance with Laws ‐ CHAPTER warrants that it has complied and will continue to comply with
all laws and regulations that may affect the performance of this agreement. CHAPTER further
acknowledges that it has obtained or will obtain all necessary permits, licenses and approvals
necessary for the performance of this MOU and other chapter activities.
V. Intellectual Property and Confidential Information
A. Intellectual Property‐
i. NFSA retains all rights and interests in its legal name, logo, educational materials,
publications, trademarks, copyrights, and other proprietary materials (hereinafter
referred to as “Intellectual Property”). CHAPTER is hereby granted a limited, revocable,
non‐exclusive license to use such Intellectual Property, subject to the following terms
and conditions.
ii. NFSA Logo‐ When using the NFSA Logo, CHAPTER must include the CHAPTER name
within the immediate proximity of the NFSA Logo, in a font at least as prominent as the
NFSA Logo. The logo must be used exactly as provided by NFSA, with no changes or
alterations of any kind except overall size.
iii. CHAPTER shall not assign or sell the use of NFSA’s Intellectual Property without the prior
written consent of NFSA in each instance. CHAPTER agrees to keep and provide samples
to NFSA of the use of such Intellectual Property upon request.
iv. NFSA reserves the right to terminate CHAPTER’s license to use any such Intellectual
Property, or impose other sanctions upon CHAPTER should NFSA find, in its discretion,
that CHAPTER has not strictly complied with the terms of this MOU or other terms of
use.
v. All rights of usage associated with this license shall terminate immediately upon the
surrender or revocation of CHAPTER’s charter, or upon the termination of this MOU for
any reason. CHAPTER shall continue to protect NFSA’s Intellectual Property should
CHAPTER’s charter be revoked or surrendered or if this MOU is terminated for any
reason.
B. Confidential Information‐ CHAPTER acknowledges that during the course of its charter, it may
have access to NFSA’s Confidential Information, including but not limited to membership lists,
member information, data, marketing and development plans and financial information. Such
information shall remain the property of NFSA at all times. CHAPTER shall maintain the
confidentiality of all NFSA Confidential Information, and shall not assign, sell, distribute, trade, or
transmit such lists, without the prior written consent of NFSA in each instance. All rights to use
such Confidential Information shall terminate immediately upon the surrender or revocation of
CHAPTER’s charter, or upon the termination of this MOU for any reason. CHAPTER shall continue
to protect NFSA’s Confidential Information should CHAPTER’s charter be revoked or surrendered
or if this MOU is terminated for any reason.
v
VI. Relationship of Parties; Indemnification
A. The parties to this MOU agree that their relationship shall not be construed as one of agency,
partnership, or a joint venture. As such, neither party is authorized to act on behalf of the other,
nor incur any liability, expense, or other obligation on behalf of the other.
B. CHAPTER agrees to indemnify and hold harmless NFSA and its chapters, affiliates, related
entities, members, officers, directors and employees, from any liability, claim, action, demand,
judgment, cost or expense, caused by any act or omission by CHAPTER and its affiliates, related
entities, members, officers, directors or employees.
C. This section shall survive the revocation or surrender of CHAPTER’s charter, and the termination
of this MOU for any reason.
VII. Revocation and Surrender of Charter
A. Generally‐ The charter granted by NFSA to CHAPTER shall remain in full force and effect unless
revoked by NFSA or surrendered by CHAPTER in accordance with the following provisions.
B. Revocation of Charter‐ NFSA, by and through its Board of Directors, is authorized to revoke
CHAPTER charter if it determines that the conduct of CHAPTER is in breach of its obligations as
specified in this MOU or in the NFSA chapter handbook. The revocation process is as follows.
NFSA shall provide written notice to CHAPTER of its intent to revoke CHAPTER’s charter. Such
notice shall include the grounds for revocation and provide CHAPTER with at least sixty (60) days
within which to cure such actions. If NFSA, in its sole discretion, determines that CHAPTER has
not cured such actions within this period, NFSA may carry out its decision to revoke CHAPTER’s
charter, unless CHAPTER provides NFSA with a written notice of appeal within sixty (60) days of
NFSA’s notice of revocation. If a timely notice of appeal is provided to NFSA, CHAPTER shall have
an opportunity to present to the NFSA Board of Directors the reasons why CHAPTER charter
should not be revoked. Any decision made by the NFSA Board of Directors following this
opportunity shall be final and shall not be subject to additional appeal.
C. Surrender of Charter. CHAPTER may surrender its charter by providing to NFSA written notice of
intent to do so at least sixty (60) in advance of its effective date of surrender.
D. Rights and Responsibilities upon Revocation or Surrender of Charter. Upon termination of
CHAPTER through notice of revocation or surrender of charter, CHAPTER shall cease to conduct
activities or enter into contracts in the name of the chapter, and shall cease the use of all NFSA
Intellectual Property and Confidential Information, as defined in Section V of this MOU. Upon
termination of CHAPTER charter, all assets held in the name of CHAPTER shall become the
property of NFSA. Any financial obligations owed to NFSA by CHAPTER prior to the revocation or
surrender of the chapter charter shall remain in effect until paid or resolved.
VIII. Miscellaneous
A. Entire Agreement‐ This MOU shall constitute the entire agreement between the parties and
supersedes any and all prior written or oral modifications thereof. This MOU may be modified
only through a written amendment that is signed by both parties.
B. Governing Law ‐ The terms of this MOU shall be governed by and construed in conformance with
the laws of the State of New York.
vi
C. Arbitration ‐ The parties expressly agree that any disputes arising out of or related to the terms
of this MOU, including but not limited to the validity, construction, interpretation, enforceability
or breach of this MOU, are subject to mandatory and binding arbitration. Judgment on the
arbitration award may be entered in any court having competent jurisdiction.
D. Force Majeure ‐ Neither party shall be held liable for its failure to perform its duties under this
MOU due to events beyond of its reasonable control, including but not limited to war, fire, labor
disputes, Acts of God, or government laws or regulations.
E. Waiver ‐ A waiver of any individual provision of this MOU shall not be construed as a waiver of
any other provision, right or obligation under this MOU.
F. Severability ‐ Should any provision or term of this MOU, in whole or in part, be deemed invalid by
an arbitrator or by a court of competent jurisdiction, the remaining provisions and terms of this
MOU shall remain enforceable.
G. Successors and Assignment ‐ This MOU shall be binding upon and inure to the benefit of both
parties, their successors, and assigns, provided that CHAPTER shall not assign any of its rights or
duties under this MOU without the express written consent of NFSA.
Dated this ______________ day of ________________, 20____________.
For the National Fire Sprinkler Association, Inc. For CHAPTER
___________________________________________ ___________________________________________
Russell P. Fleming, President CHAPTER President
vii
Model Memorandum of Understanding #2 (Applicable to Incorporated Chapters)
THIS MEMORANDUM OF UNDERSTANDING (MOU), effective this ________________ day of
____________________, 20______, by and between the National Fire Sprinkler Association, Inc. (“NFSA”), a
nonprofit corporation with its principal place of business in Patterson, NY, and _____________________________
(“CHAPTER”), a nonprofit corporation with a principal place of business in ____________________,
_____________________________.
NOW THEREFORE, in furtherance of the mutual promises and consideration contained in this MOU, the
parties hereby agree as follows:
I. Grant of Charter
A. Charter. NFSA hereby grants a non‐exclusive charter to CHAPTER to operate as an officially‐
sanctioned chapter of NFSA, with the authority to conduct activities in the name of the chapter,
subject to the following terms and conditions as contained herein.
B. Territory. NFSA hereby grants CHAPTER a non‐exclusive charter within the following geographic
boundaries (“CHAPTER Territory”): ________________________________________________
____________________________________________________________________________.
NFSA reserves the right to conduct activities, sponsor events, recruit members, or perform other
functions within CHAPTER Territory. In addition, NFSA may modify these boundaries, provided
that it gives CHAPTER at least sixty (60) days written notice in advance of the effective date of the
modification.
C. Term and Termination. This MOU shall continue in force and effect from the effective date of this
MOU until revocation or surrender of the CHAPTER charter, in accordance with Section VI of this
MOU.
II. Membership
C. Generally. Chapter agrees to adopt the categories of and criteria for membership as set forth in
Article II of the NFSA bylaws. Except as provided in paragraph B below (“Start‐Up Period”), all
Chapter members shall also be members in good standing of NFSA.
D. “Start‐Up Period.” The Start‐Up Period shall be defined as the two‐year period following the
effective date of this MOU. During the Start‐Up Period, Chapters may accept as Chapter
members both members and non‐members of NFSA. After the Start‐Up Period, all Chapter
members shall also be members in good standing of NFSA.
Limited Benefits. During the Start‐Up Period, individuals or companies that are Chapter members
but not NFSA members have limited access to the benefits listed in this paragraph, through their
Regional Managers, which shall terminate upon the conclusion of the Start‐Up Period.
4. Limited Access to the NFSA Expert of the Day (“EOD”) ‐ Chapter members that are not
NFSA members may request limited access to the NFSA EOD.
5. Access to Applicable NFSA Publications‐ Chapter members that are not NFSA members
may request access to current issues of some or all of the NFSA membership
viii
publications which are normally available to members within their applicable category
of membership and subject to other restrictions on distribution.
6. Discounts on Training‐ Chapter members who are not members of NFSA may request
discounts on training courses that are normally available exclusively to members of
NFSA.
NFSA reserves the right to create, implement and revise any policies regarding the amount or level of services
provided during the Start‐Up Period.
III. Obligations of NFSA
NFSA agrees that its obligations shall include the following:
F. CHAPTER Tax Exempt Status (applicable only to chapters that wish to be part of the NFSA group
exemption). Except as provided in this paragraph, NFSA agrees to initially apply for and to apply
to maintain tax exempt status for CHAPTER through a group exemption, pursuant to section
501(c)(6) of the Internal Revenue Code, provided that: (a) CHAPTER provides NFSA with the
documentation enumerated in Section IV of this MOU within the time requirements provided in
Section IV of this MOU; and (b) NFSA determines that CHAPTER has complied with and will
continue to comply with the laws, rules and regulations governing the 501(c)(6) exemption and
the NFSA group exemption. If NFSA determines that CHAPTER has not complied with the laws,
rules or regulations governing the 501(c)(6) exemption and/or the NFSA group exemption, NFSA
reserves the right to decline to apply for or maintain a tax exempt status for CHAPTER through its
group exemption, in which case, CHAPTER would be required to obtain a separate 501(c)(6)
status through the Internal Revenue Service.
G. NFSA Publications‐ NFSA shall furnish to all CHAPTER members who are also members of NFSA all
NFSA member publications which are normally provided to NFSA members within the applicable
member category, subject to other criteria for distribution. In addition, CHAPTER members who
are not members of NFSA may request access to such publications during their Chapter’s Start‐
Up Period (Section II, Paragraph B).
H. NFSA Programs‐ NFSA shall permit CHAPTER members who are also members of NFSA to
participate in all NFSA member programs which are normally provided to NFSA members within
the applicable member category, subject to other criteria for participation, including but not
limited to the payment of program fees. In addition, CHAPTER members who are not members of
NFSA may request access to such programs during their Chapter’s Start‐Up Period (Section II,
Paragraph B).
I. NFSA Expert of the Day (EOD) Program‐ NFSA shall permit CHAPTER members who are also
members of NFSA to avail themselves of NFSA’s EOD service, subject to other criteria for
participation. In addition, CHAPTER members who are not members of NFSA may request access
to such programs during their Chapter’s Start‐Up Period (Section II, Paragraph B).
IV. Obligations of Chapter
CHAPTER agrees that its obligations shall include, but are not limited to the following:
H. Governing Documents and Policies‐ CHAPTER warrants that it has adopted the model bylaws
provided by NFSA, which correspond with this MOU. CHAPTER agrees that any changes in its
ix
bylaws or articles of incorporation will not be inconsistent with any NFSA policies, bylaws, or the
NFSA Code of Ethics, including those listed in the Chapter Handbook. CHAPTER also warrants that
it shall submit any proposed changes to its bylaws or articles of incorporation to the NFSA Board
of Directors for approval.
I. Incorporation‐ CHAPTER warrants that it is incorporated as a nonprofit corporation in good
standing.
J. Maintenance and Provision of Records‐ CHAPTER warrants that it will maintain and provide to
NFSA the following records no later than one (1) month following the start of each fiscal year: (a)
a list of chapter members and their companies, (b) a list of CHAPTER officers and members of the
CHAPTER Board of Directors, (c) a list of CHAPTER committees and their members, if applicable,
(d) a list of CHAPTER publication schedules (if applicable), (e) a schedule and description of
chapter meetings, programs and events for the previous calendar year, and (f) a copy of
CHAPTER’s bylaws and articles of incorporation then in effect.
K. Inspection of Records‐ Upon written request of NFSA, CHAPTER shall permit NFSA or an agent of
NFSA to review appropriate financial statements and records pertaining to CHAPTER operations
and programming, for the purpose of conducting an audit. The cost of such an audit shall be
borne by NFSA.
L. CHAPTER Tax Exempt Status (applicable only to chapters that wish to be part of NFSA’s group
exemption) ‐ CHAPTER warrants that it has provided or will provide NFSA the documentation
enumerated in Paragraph (B) of this Section IV, which will allow NFSA to apply to obtain and
maintain a tax exempt status for CHAPTER through a group exemption, pursuant to section
501(c)(6) of the Internal Revenue Code. In addition, CHAPTER warrants that it has provided NFSA
with its federal Employer Identification Number (“EIN”). CHAPTER also warrants that it has
provided and it will provide, no later than one (1) month following the start of each fiscal year, a
statement signed by the CHAPTER president, which declares his/her wish that CHAPTER (still) be
covered by the NFSA group exemption.
M. CHAPTER Tax Exempt Status (applicable only to chapters that do not wish to be part of NFSA’s
group exemption) ‐ CHAPTER warrants that it has obtained status as an organization subject to
Section 501(c)(6) of the Internal Revenue Code. CHAPTER agrees to provide NFSA a copy of the
Internal Revenue Service determination granting it such a status.
N. CHAPTER Tax Obligations‐ CHAPTER acknowledges that it is solely responsible for the preparation
and filing of all tax returns and other required forms. CHAPTER agrees to forward copies of such
returns and forms upon their completion.
O. Insurance‐ CHAPTER may purchase its own insurance policy or policies, or NFSA will work with
CHAPTER to help facilitate the availability of an insurance policy or policies.
P. Compliance with Laws‐ CHAPTER warrants that it has complied and will continue to comply with
all laws and regulations that may affect the performance of this agreement. CHAPTER further
acknowledges that it has obtained or will obtain all necessary permits, licenses and approvals
necessary for the performance of this MOU and other chapter activities.
V. Intellectual Property and Confidential Information
A. Intellectual Property ‐
i. NFSA retains all rights and interests in its legal name, logo, educational materials,
publications, trademarks, copyrights, and other proprietary materials (hereinafter
referred to as “Intellectual Property”). CHAPTER is hereby granted a limited, revocable,
x
non‐exclusive license to use such Intellectual Property, subject to the following terms
and conditions.
ii. NFSA Logo‐ When using the NFSA Logo, CHAPTER must include the CHAPTER name
within the immediate proximity of the NFSA Logo, in a font at least as prominent as the
NFSA Logo. The logo must be used exactly as provided by NFSA, with no changes or
alterations of any kind except overall size.
iii. CHAPTER shall not assign or sell the use of NFSA’s Intellectual Property without the prior
written consent of NFSA in each instance. CHAPTER agrees to keep and provide samples
to NFSA of the use of such Intellectual Property upon request.
iv. NFSA reserves the right to terminate CHAPTER’s license to use any such Intellectual
Property, or impose other sanctions upon CHAPTER should NFSA find, in its discretion,
that CHAPTER has not strictly complied with the terms of this MOU or other terms of
use.
v. All rights of usage associated with this license shall terminate immediately upon the
surrender or revocation of CHAPTER’s charter, or upon the termination of this MOU for
any reason. CHAPTER shall continue to protect NFSA’s Intellectual Property should
CHAPTER’s charter be revoked or surrendered or if this MOU is terminated for any
reason.
B. Confidential Information ‐ CHAPTER acknowledges that during the course of its charter, it may
have access to NFSA’s Confidential Information, including but not limited to membership lists,
member information, data, marketing and development plans and financial information. Such
information shall remain the property of NFSA at all times. CHAPTER shall maintain the
confidentiality of all NFSA Confidential Information, and shall not assign, sell, distribute, trade, or
transmit such lists, without the prior written consent of NFSA in each instance. All rights to use
such Confidential Information shall terminate immediately upon the surrender or revocation of
CHAPTER’s charter, or upon the termination of this MOU for any reason. CHAPTER shall continue
to protect NFSA’s Confidential Information should CHAPTER’s charter be revoked or surrendered
or if this MOU is terminated for any reason.
VI. Relationship of Parties; Indemnification
A. The parties to this MOU agree that their relationship shall not be construed as one of agency,
partnership, or a joint venture. As such, neither party is authorized to act on behalf of the other,
nor incur any liability, expense, or other obligation on behalf of the other.
B. CHAPTER agrees to indemnify and hold harmless NFSA and its chapters, affiliates, related
entities, members, officers, directors and employees, from any liability, claim, action, demand,
judgment, cost or expense, caused by any act or omission by CHAPTER and its affiliates, related
entities, members, officers, directors or employees.
C. This section shall survive the revocation or surrender of CHAPTER’s charter, and the termination
of this MOU for any reason.
VII. Revocation and Surrender of Charter
A. Generally ‐ The charter granted by NFSA to CHAPTER shall remain in full force and effect unless
revoked by NFSA or surrendered by CHAPTER in accordance with the following provisions.
xi
B. Revocation of Charter ‐ NFSA, by and through its Board of Directors, is authorized to revoke
CHAPTER charter if it determines that the conduct of CHAPTER is in breach of its obligations as
specified in this MOU or in the NFSA chapter handbook. The revocation process is as follows.
NFSA shall provide written notice to CHAPTER of its intent to revoke CHAPTER’s charter. Such
notice shall include the grounds for revocation and provide CHAPTER with at least sixty (60) days
within which to cure such actions. If NFSA, in its sole discretion, determines that CHAPTER has
not cured such actions within this period, NFSA may carry out its decision to revoke CHAPTER’s
charter, unless CHAPTER provides NFSA with a written notice of appeal within sixty (60) days of
NFSA’s notice of revocation. If a timely notice of appeal is provided to NFSA, CHAPTER shall have
an opportunity to present to the NFSA Board of Directors the reasons why CHAPTER charter
should not be revoked. Any decision made by the NFSA Board of Directors following this
opportunity shall be final and shall not be subject to additional appeal.
C. Surrender of Charter. CHAPTER may surrender its charter by providing to NFSA written notice of
intent to do so at least sixty (60) in advance of its effective date of surrender.
D. Rights and Responsibilities upon Revocation or Surrender of Charter. Upon termination of
CHAPTER through notice of revocation or surrender of charter, CHAPTER shall cease to conduct
activities or enter into contracts in the name of the chapter, and shall cease the use of all NFSA
Intellectual Property and Confidential Information, as defined in Section V of this MOU. Upon
termination of CHAPTER charter, all assets held in the name of CHAPTER shall become the
property of NFSA. Any financial obligations owed to NFSA by CHAPTER prior to the revocation or
surrender of the chapter charter shall remain in effect until paid or resolved.
VIII. Miscellaneous
A. Entire Agreement ‐ This MOU shall constitute the entire agreement between the parties and
supersedes any and all prior written or oral modifications thereof. This MOU may be modified
only through a written amendment that is signed by both parties.
B. Governing Law ‐ The terms of this MOU shall be governed by and construed in conformance with
the laws of the State of New York.
C. Arbitration ‐ The parties expressly agree that any disputes arising out of or related to the terms
of this MOU, including but not limited to the validity, construction, interpretation, enforceability
or breach of this MOU, are subject to mandatory and binding arbitration. Judgment on the
arbitration award may be entered in any court having competent jurisdiction.
D. Force Majeure ‐ Neither party shall be held liable for its failure to perform its duties under this
MOU due to events beyond of its reasonable control, including but not limited to war, fire, labor
disputes, Acts of God, or government laws or regulations.
E. Waiver ‐ A waiver of any individual provision of this MOU shall not be construed as a waiver of
any other provision, right or obligation under this MOU.
xii
F. Severability ‐ Should any provision or term of this MOU, in whole or in part, be deemed invalid by
an arbitrator or by a court of competent jurisdiction, the remaining provisions and terms of this
MOU shall remain enforceable.
G. Successors and Assignment ‐ This MOU shall be binding upon and inure to the benefit of both
parties, their successors, and assigns, provided that CHAPTER shall not assign any of its rights or
duties under this MOU without the express written consent of NFSA.
For the National Fire Sprinkler Association, Inc. For CHAPTER
___________________________________________ ___________________________________________
Russell P. Fleming, President CHAPTER President
xiii
Appendix II – Code of Ethics
NFSA Code of Ethics
Preamble
The members of the National Fire Sprinkler Association recognize that their work has a direct, as well as
indirect, impact on the quality of life for all humanity. Accordingly, the services provided by NFSA
members require honesty, impartiality, fairness and equity, and must be dedicated to the preservation
of life and property and the further enhancement of the public safety, health and welfare. In practice of
their profession, members of the National Fire Sprinkler Association must maintain and constantly
improve their competence and perform under a standard of professional behavior which requires
adherence to the highest principles of ethical conduct with balanced regard for the interests of the
public, clients, employees, colleagues and the greater fire protection community they serve. Members
of the National Fire Sprinkler Association are expected to act in accordance with the provisions of this
code of ethics and all applicable laws, and actively encourage others to do the same.
The Code
Fundamental Principles
National Fire Sprinkler Association members uphold and advance the honor and integrity of their
profession by:
• Using their knowledge and skill for enhancement of human welfare;
• Being honest and impartial, and serving with faithfulness the public, their employees, and clients;
• Striving to increase the competence and prestige of their profession.
Knowledge and Skill
• Members of the National Fire Sprinkler Association shall be dedicated to the safety, health and welfare
of the public in the performance of their profession. If NFSA members become knowledgeable of
unsafe conditions that threaten the present or future safety, health or welfare of the public, then they
shall so advise their employers or clients. Should knowledge of such conditions not be properly acted
upon, the NFSA members should notify the appropriate authority having jurisdiction.
• Members of the National Fire Sprinkler Association shall be encouraged to contribute their services for
the advancement of the safety, health and welfare of the community and to support those causes as
an enhancement to the safety of life and the preservation of property.
Honesty and Impartiality
• Members of the National Fire Sprinkler Association shall perform their professional services only in the
areas of their competence, and after full disclosure of their pertinent qualifications.
• NFSA members shall be honest and truthful in presenting data and estimates, professional opinions
and conclusions, and in their public statements dealing with professional matters, and shall not
engage in improper solicitation of professional employment or contracts.
xiv
• NFSA members shall act in a professional manner at all times for each employer or client as faithful
agents or trustees and shall not disclose matters of confidentiality concerning the business affairs or
technical processes of any present or former client or employer without consent.
• NFSA members decisions shall be made and actions taken without bias because of race, religion, sex,
age, national origin or physical handicaps.
• NFSA members shall make prior disclosure to all interested parties of all known or potential conflicts
of interest or other circumstances which could influence or appear to influence their judgment or the
quality of their work.
Competence and Prestige
• NFSA members shall perform their work/services and associate with others only in such manner as to
uphold and enhance the honor and integrity of their profession.
• NFSA members shall continue their professional enhancement throughout their careers and shall
provide opportunities for the professional development of those individuals under their supervision.
• NFSA members shall accept the responsibility for their actions, accept and offer honest criticism of
their work, properly credit the contribution of others, and shall not accept credit for the work of
others.
• NFSA members shall strive to advance the knowledge and skills of their Profession, and to make these
advancements available to colleagues, clients and the public.
xv
Appendix III – Model Bylaws
Model Bylaws
Article I ‐ General
A. Name‐ The name of this organization shall be the ____________________ Chapter of the National Fire
Sprinkler Association, Inc., or “____”). The National Fire Sprinkler Association, Inc. shall hereinafter be
referred to as “NFSA.”
B. Purpose‐ To provide a structured forum in which NFSA members work together on local initiatives and to
support national issues with all action being consistent with the goals and objectives of the NFSA, and to
continually promote the acceptance of competently installed and maintained fire sprinklers and other fire
suppression systems in both new and existing construction, and to work towards and uphold the highest
standards of professionalism.
C. Territory‐ CHAPTER shall operate and serve CHAPTER members in the following areas:
_____________________________________________________________________________, as
approved by the NFSA Board of Directors.
Article II ‐ Membership
A. Any person, firm or corporation, trade association, or professional society that is a member of NFSA is
eligible for membership in CHAPTER. Membership in CHAPTER is limited to those individuals or entities
that are members in good standing of NFSA, except during the CHAPTER Start‐Up Period, as defined in the
Memorandum of Understanding (“MOU”) between NFSA and CHAPTER dated _________.
B. As per the NFSA bylaws, which are incorporated by reference herein, the following categories of
individuals or entities are eligible for membership in NFSA and CHAPTER: Sprinkler Manufacturers;
Sprinkler Contractors; Sprinkler Contractors National in Scope; Suppliers and Manufacturers; Affiliated
National Fire Sprinkler Organizations; Subscriber Members; and Trade and Professional Associations
whose principal service is to the construction or fire protection industries.
C. Termination of Membership
a. Withdrawal‐ A member may withdraw from CHAPTER by giving written notice to the Secretary or
President of CHAPTER. Withdrawal does not relieve a withdrawing member from the obligation
to any and all dues and other financial assessments that incurred prior to withdrawal.
b. Expulsion‐ A CHAPTER member may be expelled from the CHAPTER for (a) failure to pay dues or
other financial obligations or assessments, (2) failure to meet the eligibility requirements for
membership, or (3) a violation of the NFSA or CHAPTER Code of Ethics, bylaws, or memoranda of
understanding. In addition, any member that is terminated from NFSA in accordance with the
NFSA Bylaws shall also be terminated from membership in CHAPTER.
*The remaining Articles, which govern meetings, elections, committees, dues, officers, finances, amendments
and dissolution, shall be drafted after consultation with individual chapters.
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Appendix IV – Chapter Leadership Job Descriptions
When included in the Chapter Bylaws, it is recommended that the duties and powers of the Officers of
the Chapter are as follows:
A. Chairman/President
The Chairman shall preside at the meetings of the Chapter, make such suggestions as may, in his
opinion, tend to promote the prosperity and welfare, increase the usefulness of the Chapter, and shall
perform such other duties as are necessarily incident to the office of the Chairman. The Chairman shall
be a member ex officio of all standing and ad hoc committees. The presiding Officer shall not vote at any
regular meeting of the membership except that, should there be a tie vote, he shall cast the deciding
vote.
B. Vice Chairman/Vice President
The Vice Chairman shall act as Chairman at the Chapter meetings in the absence of the Chairman and
shall assume the position and duties of the Chairman in the event of absence, resignation, or death of
the Chairman, until the special election is held. The Vice Chairman shall also be the Chairman of the
Program Committee.
C. Secretary
It shall be the duty of the Secretary to give notice of and attend all meetings of the Chapter, maintain
and distribute minutes of all regular and special meetings, keep a list of the membership of the Chapter,
and handle all Chapter correspondence. The legal address of the Chapter shall be designated by the
current Secretary. In case of absence or disability of the Secretary, the Chairman shall appoint a
Secretary pro tem.
D. Treasurer
It shall be the duty of the Treasurer to collect and disburse the funds of the Chapter, maintain orderly
and accurate records of all financial transactions, and report on the financial status of the Chapter at
each meeting.
E. Board Members at Large
The business and affairs of the association shall be managed by its Board of Directors. The directors
shall in all cases act as a board, and they may adopt such rules and regulations for the conduct of their
meetings and the management of the association, as they may deem proper.
The number of directors of the association shall be determined by the membership bylaws. Each
director should hold office for a minimum of two years (this is not intended to be term limits).
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Appendix V – Sample Nomination Policy
The Chairman shall have a nominating committee of at least three members and no more than five
members. The Chairman shall appoint one of the nominating committee members to chair the
nominating committee. It is preferred that none of the officers or board members be on the nominating
committee.
It is preferred to have at least one nominating committee member from various geographical divisions,
if applicable. If that is not a possibility then members should be in as many parts of the state as
possible.
The Chairman shall supply a list of the current Officers and Board Members to the Chair of the
Nominating Committee, the chair then shall supply the other members of the nominating committee
with the current list of Officers and Board members.
The Chair of the Nominating Committee may call the existing Officers and Board of Directors to see if
the current member is willing to serve an addition term as an officer or board member.
If the Officer or Board Member is not willing to serve an additional term then the chair shall poll the
other nominating committee members to see if there is someone that they would like to call and ask if
that person would be willing to serve as an Officer or Board Member.
The Chairman may suggest to the Chair of the Nominating Committee any names that he or she might
be aware of that would be willing to serve as an Officer or Board Member.
The Chairman shall instruct the Chair of the Nominating Committee that he or she will prepare a report
to be given at the Annual General Business Meeting.
Once the report has been given the Chairman will accept the committees report and then open the floor
for any nominations.
If there are no nominations from the floor, the Chairman will then close nominations and ask for a
motion to accept the nominating committee report, then a second. After a motion and second is
accepted, the general membership will be asked to vote on the report.
If there is a nomination from the floor, a secret ballot will have to be produced to allow the general
membership to vote on the list of nominees. The chair of the nominating committee shall be
responsible for producing, issuing, collecting and counting the ballots. The Chair of the Nominating
Committee shall be responsible for reporting the results of the election to the general membership,
there will be no need to have a motion or a second on the ballot results due to the general membership
has already spoken.
This should be next to the last item on the agenda, that way the new officers and board members will
not have to make a decision on any business since they were just voted into office.
The results of the vote should be made at the General Business meeting.
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Appendix VI - Suggested Chapter Committees
Education Promotes the education of code officials and the fire sprinkler industry for the
improvement of installation practices and to minimize substandard workmanship.
Finance Establishes and oversees budget and expenditures.
Legislative Monitors legislative activities that impact or may impact the fire sprinkler industry
and take appropriate action.
Membership Promotes the recruitment of contractor, supplier, and allied trades code official and
other membership categories into the Chapter.
Promotions Functions as a meeting agenda planner; identifies promotional activities such as side‐
by‐side burns; identifies fund‐raising events such as golf tournaments; establishes a
communications network to deliver the fire sprinkler message.
Additional committees for consideration:
Awards Recognize fire service and sprinkler industry leaders.
Bylaws Annual review of Bylaws.
Legacy Develop and implement strategies for getting younger members involved in your
Chapter.
Pro‐action Focuses on issues impacting the industry that need to be resolved. (Title may change
for specific issues – Water Utility Interface Committee for example).
Strategic Planning Keeps long‐range goals in focus.
xix
Appendix VII – Chapter Meetings
Below is some guidance to help you and your chapter plan and run chapter meetings.
Planning the Meeting
Determine the exact purpose (or goals) of each meeting in advance. What do you want the meeting
to achieve? Set priorities.
Are there policies or decisions to be made requiring the entire membership or can these tasks be
accomplished by the Chairperson or through a small subcommittee?
Establish a standard time that is compatible with the work schedules of the members. Some
Chapters prefer to meet as early as possible, sometimes starting the meeting with breakfast. Others
starting later in the morning may choose to end with a lunch. Some Chapters find that the afternoon
is a popular time for meetings, maybe starting with a luncheon or ending with a social hour. A
number of Chapters prefer having meetings in the evening, followed by a social hour and/or dinner.
Meetings usually take place quarterly, monthly, or every other month. Some Chapters may choose
to meet less often or not at all during the summer months. It is recommended that once the
frequency of meetings has been determined, a formal schedule of meeting dates and sites be
established by the Chapter and distributed to the membership.
Preparing an Agenda
An advance agenda enhances understanding, generates ideas, and brings the group together primed
with the best information available. The most frequent shortcoming of an agenda is lack of careful
planning. The Chapter Chairperson usually solicits agenda items from the membership and the NFSA
Regional Manager.
What important items need to be discussed?
What action items are outstanding or need to be reported?
What old business needs to be reviewed?
What new business needs to be covered?
What committee reports are to be given and who is responsible for each one?
Action items should be placed early on the agenda.
Action and information items should be separated.
Indicate who is responsible for each agenda item.
Start the agenda with harmonious items. You can cover more ground if time‐consuming discussion
can be guided to the latter part of the meeting.
End the agenda on a positive basis. Summarize major points and discussions. Allow some time at the
end of the meeting for open discussion.
Promoting the Meeting
Get members into the “habit” of attending meetings through consistent scheduling, including time,
day of the month and location.
xx
Send meeting announcements, including the upcoming agenda and minutes of the last meeting, at
least two weeks prior to the date of the meeting.
Set up a telephone calling network to remind members of the meeting. Particularly with new
Chapters, it is a good idea for the Chapter Chairperson to personally contact members of the
Chapter by telephone in advance of scheduled meetings to confirm attendance and to provide
encouragement in participation of Chapter activities. This is also a good idea for making new
members feel welcome and getting them involved in the Chapter.
Staging the Meeting
Pick a location that is provided with fire sprinklers, is convenient and fits the needs of the meeting.
Avoid public facilities such as restaurants unless a private dining room can be arranged.
Although the importance of adequate physical facilities should be obvious, this factor is often
overlooked. The Chapter Chairperson or designee should personally check the meeting room in
advance to make sure necessary conditions are met:
o Arrange seating so participants are close together to develop a feeling of cooperation.
o Participants should be able to easily see each other and the discussion leader. In large
groups, put the head table on a raised platform.
o Proper lighting and air condition should be provided.
o The meeting room should be quiet.
o If a microphone is needed, it should be set up and tested
o Test audiovisual equipment, including web connection if needed. If a password is required,
be sure to obtain and test this in advance of the meeting.
o Other items (e.g. podium, screen) should be in place.
Start on time.
The Secretary should take minutes. Encourage written committee reports be emailed to the
Secretary.
The Chairperson (or discussion leader) should regulate the proceedings and keep the meeting
moving, but not lecture.
The Chairperson (or discussion leader) should maintain control without dominating. The longer the
Chairperson or discussion leader talks, the more passive the group becomes, and the more difficult
the task of stimulating discussion.
Encourage participation from everyone without allowing any one person to dominate the meeting.
Turn “war stories” into valuable points. Break into a story with a question that asks the speaker to
summarize, “Are you saying the way this problem was handled two years ago might work here?”
Follow parliamentary procedures: Ask for motions, seconds, votes, and questions to be sure
everyone understands the issue and the process.
Set time limits on each agenda item to keep the meeting on schedule. Let participants know how
much time you want to spend on an issue. “Let’s take five minutes to discuss this item.”
Remember to be flexible. Stopping spirited debate may appear businesslike and efficient, but it can
inhibit creativity.
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Summarize discussions so that the points are clear to everyone. Occasionally, clarification requires
stopping the discussion and taking stock.
Program Suggestions
I. Formats
“Canned” (Films, Slides, Videos)
Speakers
Panel Discussions
Demonstrations
Workshops
Social Events
II. Speakers
NFSA Insurance Groups
NFSA Staff members Factory Mutual (FM)
NFSA Regional Manager IRI, ISO, IRM, etc.
NFSA Technical Experts Government Officials
Industry‐Related Organizations Health Departments
Model Code Groups (International Treasury Departments
Code Council, National Fire Legislators
Protection Association) Other Organizations
Home Fire Sprinkler Coalition‐ AWWA
Visit; www.HomeFireSprinkler.org International Code Council
Suppliers and Manufacturers Local FPOs
Trade Associations Building Officials
Subcontractors Building Industry Associations
Mechanical Consultants
Contractors Lobbyists
Fire Service Construction
IAFC, IAFF, IFSTA General Business
State Fire Prevention Officers Economics
Associations
Authorities Having Jurisdiction
Fire Departments
Building officials
III. Topics
New Technology Building Codes
New Products Fire Codes
Backflow Protection Model Codes
Seismic Protection NFSA Resource Center
Building Information Modeling NFPA Standards
NICET Insurance
Legislation Staffing
xxii
Contractor Licensing Collection
Operation Life Safety Change Orders
Plan Review Business Tips
Storage Financial Advice/Outlook
Maintenance Retrofit
UL/FM
xxiii
Appeendix VIII - Sa
ample Meetin
ng Ann
nounceements
DRAFT
xxiv
DRAFT
xxv
NFSA Columbia‐Willamette Chapter Meeting
Wednesday, December 12, 2012
Doors open at 7:30 a.m. — Continental breakfast provided!
Meeting begins at 8 a.m.
NEW LOCATION!
Clackamas Fire District Station 5, 9339 SE Causey Ave, Happy Valley OR 97086
Welcome and Introductions........................Chapter Chairman
Executive Board:
Vice Chair: XXX XXXXX, XXXXXXXXXXX Sprinkler Co
Secretary: XXX XXXXX, XXXXXXXXXX Fire Protection
Treasurer: XXXX XXXXX, XXXXX Fire, Inc.
Committees/Reports:
Regional/National Update........................................................... NFSA Northwest Regional Manager
Chapter Membership...................................................................XXXXXXXXXX, XXXXXX Fire Protection
Oregon Residential Fire Sprinkler Coalition.................................XXXXXXXXXXX, Clackamas Fire District 1
DRAFT
Guest Speaker:
XXXXXXXXXXX, Sr. Market Development Manager in Engineered Systems at XXXX Fire Protection
Products
XXX will discuss fire protection considerations in Computer Room Hot Aisle/Cold Aisle containment
systems.
Upcoming Events:
2013 NFSA Annual Seminar and North American Fire Sprinkler Expo; April 4‐6, 2013, Caesar’s
Palace, Las Vegas
Announcements: all members
Upcoming Meetings:
Feb 13, 2013 Speaker TBA (please contact XXXX XXXXX with suggestions)
April 10, 2013 Speaker: XXXX XXXXX, Fife Topic: Clean Agent Changes
June 12, 2013 Speaker TBA (please contact XXX XXXXXX with suggestions)
xxvi
Appendix IX – Meeting Minutes Templates
[Meeting Title]
[Pick the date] [Meeting Time] [Meeting Location]
Meeting called by
Type of meeting
Facilitator
Note taker
Timekeeper
Attendees
[Agenda Topic]
[Time allotted] [Presenter]
Discussion
Conclusions
Action Items Person Responsible Deadline
[Agenda Topic] DRAFT
[Time allotted] [Presenter]
Discussion
Conclusions
Action Items Person Responsible Deadline
[Agenda Topic]
[Time allotted] [Presenter]
Discussion
Conclusions
Action Items Person Responsible Deadline
xxvii
Meeting Minutes
[Click to select date]
I. Call to order
[Facilitator Name] called to order the regular meeting of the [Organization/Committee Name] at [time]
on [click to select date] at [location].
II. Roll call
[Secretary Name] conducted a roll call. The following persons were present: [attendee names]
III. Approval of minutes from last meeting
[Secretary Name] read the minutes from the last meeting. The minutes were approved as read.
IV. Open issues
a) [Open issue/summary of discussion]
b) [Open issue/summary of discussion]
c) [Open issue/summary of discussion]
V. New business
DRAFT
a) [New business/summary of discussion]
b) [New business/summary of discussion]
c) [New business/summary of discussion]
VI. Adjournment
[Facilitator Name] adjourned the meeting at [time].
Minutes submitted by: [Name]
Minutes approved by: [Name]
xxviii
Appendix X - About the Industry Promotion Fund
National Programs
Contract Administration
xxix
Appendix XI - Petition for Chapter Recognition
We, the undersigned, hereby apply for recognition from the NFSA Board of Directors as an official
chapter of NFSA, as follows:
Chapter Name‐ Our proposed chapter name is:
______________________________________________________________________________.
Territory‐ Our proposed geographic boundaries are as follows:
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________.
Governing Documents and Policies‐ We agree that we have adopted or will adopt the
standardized chapter bylaws and memorandum of understanding, provided by NFSA, that best
correspond to our proposed chapter structure. We have attached to this petition the bylaws
and memorandum of understanding that we have adopted or will adopt. We also agree that any
chapter policies or documents shall be in conformance with the NFSA bylaws, code of ethics,
and other applicable policies.
Signed,
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
Please use additional sheets, as necessary.
xxx