FSCT board to consider governance changes in May.

For the first time since 1978, the FSCT will consider a major restructuring of the organization's governing bodies. In the intervening 27 years major changes have occurred within the organization, the industry, and society as a whole that have fundamentally changed the way business is conducted and how individuals regard their member organizations. It was clearly believed by FSCT leadership that major revisions to its governance not only were overdue but also were critical to the long term success of the organization.

Last year, President Rick Hille formed a task force composed of knowledgeable people representative of the various facets of the FSCT and the industry. His directive to the group was to develop recommendations on how to make the FSCT more responsive to change yet allow for greater participation by its members. The recommendations contained in the Task Force's report were comprehensive in proposing sweeping changes to the FSCT governance structure. To enable these recommendations, the Bylaws Committee prepared a complete revision of the FSCT's Bylaws, which will be presented for first reading at the May 22 meeting of the Board of Directors, in New Orleans.

Governance Models: There was universal recognition by the Task Force that the Board, at 37 members and meeting only twice per year, is far too large to efficiently govern the organization and deal with complex but vital issues such as strategic planning. The most important recommendation made in the report, therefore, addresses the core structure of the FSCT governing bodies. Proposed is a much smaller, 11-member Board. To provide maximum flexibility to recruit the brightest and best volunteers available to serve the organization, the only qualification for election is membership in the FSCT. To provide for continuity, Directors would serve three-year terms with three new members elected every year. The Executive Committee would be eliminated.

PRESENT GOVERNANCE (37)       PROPOSED GOVERNANCE (11)

BOARD OF DIRECTORS            BOARD OF DIRECTORS
Society Directors         26  Member-Elected Directors   9
Directors-at-Large         4  Officers                   2
Past-Presidents            3
Officers                   3
NPCA Representative        1

EXECUTIVE COMMITTEE
Society Directors          4
Officers                   3
Past-President             1
Director-at-Large          1

Member-Elected Directors: To provide a democratic, broad-based representative form of governance, it is proposed that the membership directly elect members of the Board. This change gives every FSCT member, for the first time, an individual voice in the governance of the FSCT.

Officers: In addition, it is proposed that there be a President and Vice President, each a voting member of the Board with the terms of two years. The Vice President would not automatically ascend to the Presidency, but would be elected separately. The office of Secretary-Treasurer would continue to be filled, but would be a non-voting position. The Board of Directors would elect all Officers.

Bylaws Amendments: Currently, amendments to the Bylaws require two separate readings by the Board of Directors. Dependent on the timing of required notifications and publication of the amendments, changes to the Bylaws have taken up to one and one-half years to approve. The proposed Bylaws would allow for amendments to be considered in a much shorter time span, giving 30 days minimum notice to the Board before voting. However, recognizing that revising Bylaws should not be undertaken lightly, the new Bylaws do provide that a supermajority vote of the Board be required to adopt amendments. In addition, fundamental Bylaws changes must be ratified by the membership prior to implementation.

FSCT President Fritz Walker, Chair of the Task Force, said, "The recommendations of the Structure and Governance Task Force, if adopted, will result in a much smaller and more efficient Board, one equipped to deal with the challenges inherent in running a professional volunteer organization in the 21st Century. It will also place the right to elect the leadership of the organization for the first time where it properly belongs--in the hands of our members. I believe these changes are long overdue and of critical importance to the long-term health of the FSCT, and I urge you to give these recommendations your full support."

Members of the FSCT are invited to review the recommendations of the Structure and Governance Task Force located online at the FSCT's website (www.coatingstech.org). The Report of the Bylaws Committee, its recommendations, and the proposed Amendments to the Bylaws, follow.

Report of the Bylaws Committee

The Bylaws Committee presents for consideration by the Board of Directors at its meeting of May 22, 2005 for First Reading, the following resolution:

For First Reading

WHEREAS, the Board of Directors at its meeting of October 26, 2004 reviewed the recommendations of the Structure and Governance Task Force and unanimously directed the Bylaws Committee to prepare amended Bylaws in accordance with these recommendations, and

WHEREAS, the Bylaws Committee, with the assistance of FSCT legal counsel, the Executive Committee and Staff, has prepared revised Bylaws implementing the recommendations of the Structure and Governance Task Force, and

WHEREAS, The Bylaws Committee believes that the new Bylaws will give members a greater voice in the FSCT by direct election of Board Directors; will allow the FSCT Board of Directors to act proactively in today's business climate; will reduce FSCT governance costs, allowing the Board to meet more frequently; and will establish a governance structure that fosters maximum flexibility and responsiveness to future needs, let it be

RESOLVED that the following revised Bylaws become the new Bylaws of the Federation of Societies for Coatings Technology.

Freidun Anwari

Chair, FSCT Bylaws Committee

January 27, 2005

Recommendation: The Bylaws Committee unanimously favors adoption.