| POLICIES - TEXAS NURSERY & LANDSCAPE ASSOCIATION
Adopted March 3, 1999 (Revised January 15, 2004)
INDEX OF TOPICS
Antitrust Guidelines
Bylaws Changes
Cancellation Policy
Chair-Elect Travel
Chairmanship Business Category Rotation
Conflict Of Interest
Employee Solicitation
Financial Policies
Governmental Affairs
Historical Files
Honorary Membership
Investment Policy
Liaison To Other Organizations
Logo Use
Officer And Director Limitations
President's Job Description
Public Relations
Qualification For Office
State Nominating Committee
TNLA Nominating Committees - General
18 Rules for Board Members to Minimize Risks
And Reduce Possibility of Suit
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ANTITRUST GUIDELINES
The following guidelines apply to all TNLA members, but particularly
to the Board of Directors.
• Don’t discuss with other members your own or competitors’
prices, or anything that might affect prices such as costs, discounts,
terms of sale, or profit margins
• Don’t stay at a meeting where any such price talk
occurs
• Don’t make public announcements or statements about
your own prices or those of competitors at Association functions.
• Don’t talk about what individual companies plan to
do in particular geographic or product markets or with particular
customers.
• Don’t disclose to others at meetings or otherwise
any competitively sensitive information.
• Conduct all Association business meetings in accordance
with Association policy. TNLA state meeting policy - all state-level
meetings, a staff member be present, the agenda be followed, and
minutes be kept.
TNLA region meeting policy - the agenda must be followed and minutes
kept in a permanent file. A copy of the minutes is also sent to
the state office.
• Do confer with TNLA counsel before bringing up any topic
or making any statement with competitive ramifications.
• Do send copies of all Association-related correspondence
to the staff member involved in the activity.
• Do alert the Association staff to any inaccuracies in proposed
statements to be made by the Association on behalf of the industry,
particularly statements to government officials.
• Remember that meetings with government officials may not
provide a shield against antitrust liability.
BYLAWS CHANGES
No changes to the existing bylaws can be proposed until the fiscal
year beginning March 1, 2004.
CANCELLATION POLICY –
added 6/20/03
While the Texas Nursery & Landscape Association (TNLA) will
attempt to avoid canceling an event or activity, there are times
when this action is unavoidable. Should cancellation occur the following
policies apply:
Individual registrations
• If the event or activity is cancelled, registration fees
will be refunded in full. TNLA is not responsible for any damages
suffered by attendees as a result of any cancellation of the event.
• Registration fees are not transferable to another TNLA event.
In other situations individuals or advertisers may need to cancel
their commitment with TNLA prior to an event/activity. Should this
occur…
Individual registrations
• All cancellations must be made in writing and can be mailed,
faxed or e-mailed to TNLA headquarters.
• Cancellations received by TNLA headquarters 30 days prior
to the event will result in a refund of all fees paid. No refunds
will be made for cancellations received after the 30-day deadline.
• A $5 fee will be assessed for registrations transferred
to another individual within 30 days of the same event.
• Registration fees are not transferable to another TNLA event.
Advertising
• Cancellation of advertising orders, or modifications in
the content of advertising is not accepted after the publication’s
closing date. (Each publisher determines details of advertising
cancellation policy. See advertising contracts for details.)
CHAIR-ELECT TRAVEL -
added 1/15/04
Since there is opportunity for the Chair-Elect to represent TNLA
at times the need to have their expenses covered without going to
the Board for special permission was approved. TNLA will pay the
expenses (travel, meeting registration, lodging and meals) of the
TNLA Chair-Elect when officially representing TNLA at any meeting/event.
CHAIRMANSHIP BUSINESS CATEGORY ROTATION
The nominating committee should attempt to ensure that the chairmanship
rotate through business categories and avoid having two successive
chairmen from the same business category.
CONFLICT OF INTEREST –
revised 1/16/03
Officers, Directors and committee members of the Association shall
scrupulously avoid any conflict between their own respective individual
interests and the interests of the Association in any and all actions
taken by them on behalf of the Association in their respective capacities.
A material financial interest in a proposed transaction exists when
the Association considers the purchase of goods or services from
one who deals in such goods or services, or is employed by or is
an owner or principal of the seller; such would not exist when the
individual, etc. is merely a shareholder in a large corporation.
When at any meeting or other occasion at which a decision to purchase
or to consider the purchase of goods or services, the selection
of depository for funds, furnishings, insurance, the employment
of professionals, or other comparable transaction is made, the party
having the financial interest shall state, and there shall be recorded
in the minutes or other record, the fact of his or her financial
interest. Any director or committee member having a conflict if
interest on any matter involving the Association shall not be counted
in determining the quorum for the topic in which it is to be acted
upon, even where permitted by law. The minutes of the meeting shall
reflect that a disclosure was made, the abstention from voting,
and the quorum situation.
Once a disclosure has been made, the volunteer shall refrain from
any discussion of the transaction or decision. Further, the volunteer
shall physically leave the meeting for the duration of that specific
discussion.
In addition to abstention from discussion during the meeting, the
volunteer shall refrain from discussing the issue or otherwise appearing
to influence the outcome with other volunteers, committees or groups,
or with staff.
The Association may contract with a member of the Board of Directors
to perform services or duties, however, due diligence will be exercised
to assure that the arrangement is fair to the corporation.
EMPLOYEE SOLICITATION
While networking is one of the major benefits of Association membership,
Association leaders should not use their position as an opportunity
to recruit employees from other member firms. Appropriate venues
for employee solicitation are use of the magazine classified advertising
pages and the tradeshow job link, as well as the job search service
on the TNLA supported world wide web presence.
FINANCIAL POLICIES
Finance Committee Responsibility
A Finance Committee composed of the chairman, chairman elect, and
immediate past chairman has the following responsibilities:
• In conjunction with the president, prepare the annual budget
• Quarterly, review the list of checks drawn on the Association’s
accounts
• Quarterly, review expense reports of the Chairman and president
• With the president and staff as needed, review all financial
statements of the Association prior to their presentation to the
Board of Directors
Reimbursement for Board Member Expenses
TNLA pays each Board member a flat fee plus travel reimbursement
of 21-day coach airfare rate or direct mileage to the designated
meeting site (reimbursable at the current IRS approved allowance),
whichever is less. Reimbursement will be made after request for
payment is submitted on a form provided by the TNLA office and accompanied
by receipts when appropriate.
INVESTMENT POLICY (added 4/29/04)
PURPOSE
The purpose of this investment policy as set forth by the TNLA Board
Of Directors is to:
1. Define and assign the responsibilities of all involved parties.
2. Establish a clear understanding of the investment goals and objectives
of TNLA portfolio assets.
3. Establish guidance and limitations for all investment managers
regarding the investment of TNLA portfolio assets.
4. Establish a basis for evaluating investment results.
In general, the purpose of the Statement of Investment Policy is
to outline a philosophy and attitude that will guide the investment
management of the assets toward the desired goals of TNLA. It is
intended to be sufficiently specific to be meaningful, yet flexible
enough to be practical.DELEGATION OF AUTHORITY
The President is responsible for all aspects of TNLA’s Investment
Program in consultation with the Comptroller and other professional
experts in various fields. However, the Board of Directors will
approve the selections of the professional expert(s).These may include,
but are not limited to the following:
1. Investment Management Consultant. A consultant may assist in
establishing investment policy, objectives and guidelines; selecting
investment managers; reviewing such managers over time; measuring
and evaluating investment performance; and other tasks deemed appropriate.
2. Investment Manager. The investment manager may choose the specific
securities that will be used to meet TNLA investment objectives.
Such services may also include economic analysis, and deciding when
to purchase, sell or hold individual securities.
3. Custodian. The custodian will physically (or through an agreement
with a sub-custodian) maintain possession of securities owned by
TNLA, collect dividend and interest payments, redeem maturing securities,
and effect receipt and delivery following purchases and sales. The
custodian may also perform regular accounting of all assets owned,
purchased, or sold, as well as execute transfer of assets into and
out of TNLA accounts.
4. Additional specialists such as attorneys, auditors and others
may be employed.
The Board Of Directors will not reserve any control over investment
decisions, with the exception of specific limitations described
in this Statement of Investment Policy. The investment manager is
responsible for achieving the objectives herein stated. While it
is not believed that the limitations will hamper investment managers,
each manager and/or consultant should request modifications that
they deem appropriate.
GENERAL INVESTMENT PRINCIPLES
1. TNLA portfolio assets shall be invested with the care, skill,
prudence, and diligence under the circumstances that a prudent person
acting in a like capacity and familiar with such matters would use
in the investment of a fund of like character and with like aims.
2. Investment of TNLA portfolio assets shall be so diversified as
to minimize the risk of losses, unless under certain circumstances,
it is clearly not prudent to diversify.
3. TNLA is generally willing to sacrifice some opportunities for
gain during rising markets in order to avoid large losses during
declining markets.
4. The Board Of Directors may employ one or more investment managers
and/or consultants of varying styles and philosophies to attain
TNLA investment objectives.
5. If all criteria are met, preference will be given to Texas companies
for investments.
INVESTMENT OBJECTIVES
1. The primary investment objective is to preserve principal and
maintain a growth and income allocation portfolio, adjusted for
the rate of inflation as determined by the CPI.
2. Provide current income from interest and dividends to supplement
other TNLA income.
3. Maintain liquidity in the portfolio sufficient to meet TNLA obligations
as they come due.
SPECIFIC INVESTMENT GOALS
The portfolio will be managed in a manner that seeks to minimize
principal fluctuations over the established horizon and is consistent
with the stated investment objectives.
INVESTMENT GUIDELINES
Stock Exchanges
To ensure marketability and liquidity, investment managers will
execute equity transactions on a United States stock exchange, unless
specifically agreed otherwise.
Allowable assets
1. Cash Equivalents
• Treasury Bills, Commercial Paper, CDs (under 180 days)
• Money Market Funds
• Preferred Securities
2. Fixed Income Securities
• U.S. Government and Agency Securities
• Corporate Notes and Bonds
• Mutual Funds (Government & Corporate Bond Funds)
• CDs (over 180 days)
• Collatorized Mortgage Obligations
3. Equity Securities
• Common Stocks
• Mutual Funds
Prohibited Assets
Prohibited investments are:
1. Commodities and Futures Contracts
2. Private Placements
3. Options
4. Real Property
5. Mortgages
6. Partnerships
Prohibited Transactions
Prohibited transactions are:
1. Short Selling
2. Margin Transactions
ASSET ALLOCATION GUIDELINES
Investment management of TNLA’s portfolio assets shall be
in accordance with the following asset allocation guidelines:
Minimum Maximum Preferred
Equities 20% 50% 30%
Fixed Income 35% 70% 40%
Cash or Equivalents 10% 50% 30%
DIVERSIFICATION FOR INVESTMENT MANAGERS
The Board Of Directors does not believe it is necessary or desirable
that securities held in the portfolio represent a cross section
of the economy.
GUIDELINES FOR FIXED INCOME AND CASH EQUIVALENTS
1. Portfolio assets may be invested only in investment grade bonds
rated A or better.
2. Fixed income maturity restrictions are as follows:
• Maximum maturity for any single security is 15 years.
• Weighted average portfolio maturity may not exceed 5 years.
3. Commercial paper and Certificates of Deposit with maturity not
exceeding 180 days will be considered cash for asset allocation.
SELECTION OF INVESTMENT MANAGERS
The selection of an Investment Manager(s) must be based on prudent
due diligence procedures. A qualifying Investment Manager must be
a registered investment advisor under the Investment Advisors Act
of 1940.
PERFORMANCE REVIEW AND EVALUATION
Performance reports generated by the investment manager shall be
compiled at least quarterly and communicated to the Board Of Directors.
With respect to TNLA, consolidated, monthly statements and transaction
confirmations will be provided on a timely basis. The investment
performance of the total portfolio, as well as asset class components,
will be measured against the specific investment principles, objectives,
and goals described above. While TNLA reserves the right to terminate
any investment manager relationship at any time.
EFFECTIVE DATE
The Texas Nursery & Landscape Association adopted this Statement
of Investment Policy on April 29, 2004
GOVERNMENTAL AFFAIRS
All policies and public comment regarding governmental affairs will
be developed by the staff in conjunction with professional state
governmental affairs consultants or employees and the State Governmental
Affairs Committee The State Board of Directors is the final authority
and policymaking body for all governmental affairs issues, both
state and regional. The State Board may authorize a regional board
of directors, or regional governmental affairs committee to implement
certain activities on behalf of the region.
As a statewide organization, TNLA resources are dedicated to those
issues which have statewide implications. In the event that a regional
issue arises, the regional board of directors is to follow the following
procedure:
• notify the state office immediately
• in conjunction with appropriate staff and elected state
level leadership, determine a plan of action
• staff will provide background information and help develop
a plan of action
• in some cases, staff may be available to testify on a local
level, although this is rarely the most desirable procedure
• funding and implementation of local issue response is the
responsibility of the region
• request for funding for local issues may be submitted to
the State Board of Directors if the issue appears to have statewide
implications
HISTORICAL FILES
A permanent historical file will be created at Association headquarters
which contains the history of the Texas Association of Nurserymen
and the Texas Association of Landscape Contractors prior to merger,
a history of the merger, and will continue the history of the Texas
Nursery and Landscape Association and other associations as appropriate.
HONORARY MEMBERSHIP
Any person who, in the opinion of the Board of Directors, has rendered
unusual or distinguished service to the industry or the general
field of horticulture may be designated as an Honorary Lifetime
Member. This membership category will be perpetual and no dues will
be collected from an Honorary Lifetime Member. Such members, however,
will be expected to pay fees as appropriate for participating in
any Association activity.
LIAISON TO OTHER ORGANIZATIONS
The Texas Nursery & Landscape Association values its relationship
and the services provided by the Associated Landscape Contractors
of America (ALCA). Continued nurturing of that relationship is the
responsibility of the president with regular reports being given
to the Membership Committee (under their charge of being responsible
for Member Services) and the Board of Directors. The president also
serves as liaison to the American Nursery and Landscape Association
and the Southern Nursery Association and other associations as designated
by the Board of Directors.
LOGO USE
The name, The Texas Nursery & Landscape Association, Inc., and
its official logo, are the property of the Texas Nursery & Landscape
Association, Inc. Use is authorized only for members of the Association.
At the time a person, firm, or organization ceases to be a member,
the right to display the name and/or logo ends.
Name and logo display is appropriate in the following settings:
• On advertising in print or electronic media
• On a retail or wholesale facility building or windows
• On stationery and other promotional literature
• On vehicles used in the member company’s work
• On articles of clothing used as uniforms by the member business
• In a trade show booth or a consumer show booth
• By Regions of the Association in their promotion or publications
Use of the logo indicates only membership in the organization and
may not be used as an endorsement or in any way indicate approval
of the content of the material by TNLA.
The size of the logo shall not be larger than the member’s
corporate or organization logo in any presentation.
The name and logo should NOT be displayed:
• As an indication of the endorsement of any specific product
or service
• As indication of an exclusive or proprietary right
• On clothing worn by employees when off duty
• As indication that the person, firm, or business has obtained
any governmental licensing or endorsement
• In any manner that denigrates any member of the industry
or Association
• In any manner not in compliance with the Code of Ethics
of the Texas Nursery and Landscape Association (to be approved)
TNLA shall have the exclusive authority to determine that the use
of its logo shall be in good taste and within acceptable business
practices. TNLA reserves the right to limit or revoke the use of
the logo by members at any time.
OFFICER AND DIRECTOR LIMITATIONS
No officer or director or staff member is authorized to speak on
behalf of the organization in any public meeting, or to publish
in print or electronically, any statements or policies on behalf
of TNLA other than those which have been approved by the State Board
of Directors. The official spokesperson for the Association is the
Chairman of the Board of Directors. In some cases (such as governmental
affairs) staff members are appointed to speak on behalf of the Association,
but such public statements are bound by the policies approved by
the Board of Directors and are at the discretion of the president.
PRESIDENT’S JOB DESCRIPTION
The president is employed by the Board of Directors and is responsible
to the Board. The president serves as an ex-officio member of the
Board of Directors. Duties include:
• cause minutes of all meetings of the Association and of
the Board of Directors to be kept in a permanent file
• receive and have custody over all money and securities belonging
to the Association under the direction of the Board of Directors
• deposit such money in a bank or banks designated by the
Board of Directors
• sign or countersign all checks drawn against the Funds of
the Association
• furnish to the Board of Directors a full and complete financial
report of the Association’s funds under the president’s
control
• carry out all of the policies determined by the Board of
Directors
• be responsible for the active administration of all affairs
of the Association including hiring, firing, and supervision of
employees
• render timely reports to the Board of Directors and to the
membership of pending legislation, governmental rules and regulations,
and other matters pertinent to or of interest to those engaged in
the nursery and landscape business
• be in charge of the office of the Association
• be responsible for the general public relations of the Association
• serve as liaison to the Associated Landscape Contractors
of America and other associations as designated by the Board
• serve under the direct supervision of the Board of Directors
and the Chairman of the Association
• give a surety bond for the faithful performance of duties
• upon relinquishing office, turn over to a succeeding president
any books, records, or documents held and all money, papers, and
other properties of the Association.
PUBLIC RELATIONS
The Association will make a practice of providing any publisher/publishing
company with full Association information (for public relations
purposes) at no charge even if they are not members of the Association.
However, in order for a publisher/publishing company to qualify
for the member rate for Association services/events, they must join
as an Active member of the Association.
QUALIFICATION FOR OFFICE
Until March of 2001, any qualification for office stating TNLA service
will be interpreted as meaning TAN or TALC service. The intent is
to enable full participation of both former TAN and former TALC
members in the organization.
REGIONAL CONTRACT AUTHORITY
– revised 4/29/04
Effective October 13, 1999, the TNLA Board adopted a policy that
any contract entered into by the TNLA Region should include the
following verbiage:
If the region is providing a service, either pro bono or for compensation,
the party receiving the service will:
1. Agree to defend, indemnify and hold TNLA and TNLA Region ____,
its officers, agents, and employees harmless against any and all
claims, lawsuits, judgments, cost and expenses for personal injury
(including death), property damage or other harm for which recovery
of damages is sought, suffered by any person or persons, that may
arise out of TNLA’s and TNLA Region____’s participation
in the event.
2. Insure that all compensation will be paid or all complimentary
activities will be directed by the region board of directors.
In addition any contract or agreement entered into by a TNLA Region
must be approved by the President or Vice President and approved
by the Chairman of the Board or Directors prior to execution of
the document.
STATE NOMINATING COMMITTEE
Through the date of the sunset provision (March 1, 1999 to February
29, 2004) two of the four past chairmen of the Board on the state
nominating committee will come from former TAN membership and two
of the four from former TALC membership.
TNLA NOMINATING COMMITTEES - GENERAL
The responsibility of a nominating committee is to present a slate
of nominees as directed by the bylaws of the Association. It may
serve the board and its committees on a consultation basis. For
example, in the event of a vacancy which is to be filled by the
board of directors, the board may choose to consult with the nominating
committee to make recommendations for that position. Responsibilities
of the nominating committee include:
• gather information about possible candidates for elective
positions from all available sources
• select and secure persons with ability and willingness to
serve
• prepare a slate of nominees
• provide biographical material about each nominee for inclusion
in the meeting announcement
• approve the report, including the slate, to be presented
to the membership
• attempt to ensure a diversity of representation and rotation
of office among geographic and business categories
Qualifications of a nominating committee member are:
• accept the basic philosophy and purposes of the Association
• have stature in the community being represented
• sensitivity to people
• time to do a thorough job
• ability to secure needed information about potential nominees
and to assess such information without personal prejudice or bias
• ability to maintain as completely confidential, information
about nominees and the considerations of the committee
• willingness to approach a prospective nominee with total
honesty
• ability to define a position, its responsibilities, and
expectations
• ability to establish rapport with people
• study the Association’s bylaws and understand position
requirements
• participate actively in all meetings of the nominating committee
• be familiar with the Association’s corporate goals
and objectives
• carry out assignments delegated by the chairman
• attend meetings and events
• keep the chairman of the nominating committee apprised of
progress in assigned tasks.
Characteristics to be sought in a board member are:
• be interested in more than the honor inherent in the position.
Selection for board participation represents a serious commitment;
it is not merely a reward.
• devote adequate time to the job.
• work effectively with the Association president. Unique
teamwork is demanded of an Association president and each elected
leader.
• tolerate the limelight as well as the inevitable criticism
of leadership. Popularity is required to achieve leadership, but
cannot be more important than an individual’s judgment and
integrity. An Association elected leader should be reasonably self-effacing
in the spotlight, and tolerant of member criticism resulting from
changes within the Association or new courses of action.
• communicate effectively with other directors, with the Association
as a whole, and with the public.
• personal, business, and regional biases of Board members
must be subordinated to the good of the group. Directors are expected
to reflect the special feeling of their own constituencies, but
must always put the interest of the industry or profession they
serve first.
• step down gracefully at the end of their term of office
The Chairman of the Nominating Committee should carry out, or cause
to be carried out, the following:
• prepare the agenda for committee meetings
• call and preside at meetings of the committee, or designate
another member to serve in case of absence
• serve as a regular member of the committee with full rights
to discuss and vote
• see that any biographical information maintained is made
available to the committee
• extend invitations to serve to those prospective nominees
agreed upon by the committee or designate a committee member to
extend the invitation
• see that all actions of the committee are properly recorded
and accessible as appropriate for the reference of subsequent nominating
committees
• keep the chairman informed of the schedule of the committee’s
meetings and general progress of its work
• prepare the final report of the nominating committee’s
work for approval of the committee
• present the report of the committee’s work and slate
of nominees to the membership at the appropriate meeting.ELECTIONS
Regarding voting category of Branch members of a Multiple Outlet
member, such member will have the ability to choose their voting
category for region elections if their main business activity is
different from the parent organization.
Nominees for State Director positions are limited to one ballot
per election cycle.
18 RULES FOR BOARD MEMBERS TO MINIMIZE
RISKS AND REDUCE POSSIBILITY OF SUIT
1. Attend Board meetings regularly
2. Make sure the Board keeps a written, permanent record of all
board minutes and official actions
3. Exercise general supervision over the Association’s affairs.
4. Investigate and audit the Association’s decisions
5. Acquire knowledge of the subject and use a great deal of common
sense when making Association decisions.
6. Pursue any warning signs that something is wrong.
7. Insist on meaningful board meetings with full disclosure of operating
results.
8. Require the Association to employ a professional auditing service,
preferably a CPA.
9. Require the Association to engage competent legal counsel.
10. Require all committees to make reports at the board meetings
when appropriate.
11. Authorize only appropriate Association indebtedness.
12. Know all the directors and officers.
13. Adopt and follow sound business policies and practices.
14. Avoid self-serving policies.
15. Avoid conflict of interest.
16. See that the Association maintains a good credit and financial
standing.
17. Review the adequacy of the Association’s insurance coverages.
18. Acquire knowledge of the Board of Directors in order to assume
proper responsibility in managing it effectively
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