Volunteer Reference Guide 2012 - Automotive Industry Action Group

VRG
Volunteer Reference Guide
2013
2007-021 Revision Date: 2/8/13

The Catalyst for Peak Performance
Volunteer Reference Guide
Policies, Procedures, and Examples
for Administration of Volunteer Committees
2013
2007-021 Revision 2/8/13

Volunteer Reference Guide
Table of Contents
VOLUNTEER REFERENCE GUIDE ................................................................................................................. 1
TABLE OF CONTENTS ................................................................................................................................................. 1
PURPOSE .................................................................................................................................................................... 3
ENDS ........................................................................................................................................................................ 3
AIAG ORGANIZATIONAL STRUCTURE ............................................................................................................. 4
VOLUNTEER COMMITTEES ................................................................................................................................. 6
VOLUNTEER COMMITTEES ................................................................................................................................ 6
PARTICIPATION IN COMMITTEE MEETINGS .................................................................................................. 9
AIAG MEMBER PARTICIPATION ........................................................................................................................ 9
VOLUNTEER COMMITTEE LEADERSHIP (OFFICERS) ................................................................................... 9
AIAG MEETINGS .................................................................................................................................................... 11
DEFINITION OF A MEETING .............................................................................................................................. 11
TYPES OF MEETINGS .......................................................................................................................................... 11
ANTI-TRUST REQUIREMENTS .......................................................................................................................... 11
PRESENTATION OF PRODUCTS OR SERVICES AT AIAG VOLUNTEER MEETINGS ................................ 11
REPRESENTING AIAG ......................................................................................................................................... 12
EXPENSES ............................................................................................................................................................. 13
DOCUMENTING VOLUNTEER COMMITTEE MEETINGS ........................................................................... 14
THE MEETING AGENDA ..................................................................................................................................... 14
MEETING MINUTES ............................................................................................................................................ 14
SECRETARY ......................................................................................................................................................... 14
CONTENTS OF MEETING MINUTES ................................................................................................................. 14
DOCUMENTING DISCUSSIONS AND DECISIONS IN MINUTES .................................................................. 14
USE OF NAMES IN MEETING MINUTES .......................................................................................................... 20
SUBMISSION FORMAT OF MINUTES ............................................................................................................... 20
DISTRIBUTION OF MINUTES............................................................................................................................. 20
RECORD KEEPING ............................................................................................................................................... 20
DECISION MAKING IN VOLUNTEER COMMITTEE MEETINGS ............................................................... 22
THE FORMAL CONSENSUS PROCESS .............................................................................................................. 22
CLARIFYING THE PROCESS .............................................................................................................................. 23
PRESENTING A PROPOSAL ................................................................................................................................ 23
IDENTIFYING INDIVIDUAL CONCERNS ABOUT THE PROPOSAL ............................................................. 24
ADDRESSING EACH CONCERN ........................................................................................................................ 24
RESOLVING EACH CONCERN ........................................................................................................................... 24
TAKING OWNERSHIP OF “STAND ASIDE” CONCERNS ................................................................................ 24
ACHIEVING CONSENSUS ON THE PROPOSAL .............................................................................................. 25
DEALING WITH LACK OF CONSENSUS .......................................................................................................... 25
VOTING .................................................................................................................................................................... 25
ONE COMPANY, ONE VOTE .............................................................................................................................. 27
VOTING IN FULL MEMBERSHIP BALLOT ....................................................................................................... 27
VOTING IN COMMITTEE MEETINGS ............................................................................................................... 27
ATTENDANCE REQUIREMENT FOR COMMITTEE VOTING ........................................................................ 28
PROJECT MANAGEMENT METHODOLOGY .................................................................................................. 29
PROJECT MANAGEMENT PROCESS ................................................................................................................ 29
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PROJECT MANAGEMENT .................................................................................................................................. 29
PROJECT MANAGEMENT WORK PHASES ...................................................................................................... 29
E-COMMUNITIES ................................................................................................................................................... 31
APPENDIX A: GENERAL POLICIES ................................................................................................................... 32
ANTI-TRUST POLICY .......................................................................................................................................... 32
COPYRIGHT POLICY ................................................................................................................................................. 34
CONFLICT OF INTEREST POLICY ..................................................................................................................... 34
ENDORSEMENT POLICY .................................................................................................................................... 35
PRESENTATION OF PRODUCTS OR SERVICES AT AIAG VOLUNTEER MEETINGS ................................ 35
MEMBER LISTS .................................................................................................................................................... 35
EXPENDITURE APPROVAL POLICY ................................................................................................................ 36
DRESS CODE ......................................................................................................................................................... 36
HARASSMENT PREVENTION POLICY ............................................................................................................. 36
NON-MEMBER POLICY ...................................................................................................................................... 36
APPENDIX B: FRAUDULENT OR DISHONEST CONDUCT & WHISTLEBLOWER POLICY
STATEMENT ............................................................................................................................................................ 38
DEFINITIONS ............................................................................................................................................................ 38
RIGHTS AND RESPONSIBILITIES ................................................................................................................................ 39
TABLES
TABLE 1. AIAG PROJECT MANAGEMENT STAFF AND FUNCTIONS ................................................................................. 5
TABLE 2. COMMITTEE ROLES AND RESPONSIBILITIES .................................................................................................... 7
TABLE3. FUNCTIONS OF VOLUNTEER COMMITTEE LEADERS ....................................................................................... 10
TABLE 9. VOTING POLICY AS APPLIED TO CONSULTANTS ............................................................................................ 27
FIGURES
FIGURE 1. SAMPLE MINUTES FORMAT ......................................................................................................................... 16
FIGURE 3. FORMAL PROCESS FOR ACHIEVING CONSENSUS .......................................................................................... 23
FIGURE 4. AIAG VOTING PROCEDURE ......................................................................................................................... 26
FIGURE 5. PROJECT MANAGEMENT WORK PHASES ...................................................................................................... 30
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PURPOSE
Founded in 1982, AIAG is a globally recognized organization where OEMs and suppliers unite to address
and resolve issues affecting the worldwide automotive supply chain. AIAG’s goals are to reduce cost
and complexity through collaboration; improve product quality, health, safety and the environment; and
optimize speed to market throughout the supply chain.
ENDS
AIAG’s Board of Directors has defined the following as the Ends towards which all efforts at AIAG
should be directed:
AIAG exists so the automotive and related industries will have:
• a seamless, efficient, and responsible supply chain for the global automotive and related industries,
with:
- cost and complexity reduced
- quality, health, safety, and environment improved
- speed to market optimized
• a leading global resource for valued direction and solutions on automotive and related industry
business processes between trading partners.
- Access to the information and education needed to drive effective and efficient
implementation of common best practices and consensus agreements developed at AIAG.
• AIAG members have insight into emerging global issues and active representation of industry needs
nationally and internationally.
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AIAG ORGANIZATIONAL STRUCTURE
Automotive Industry Action Group (AIAG) committees are made up of volunteers from its member
companies – the automotive industry itself. As a volunteer, you are AIAG. The AIAG staff supports the
efforts of the volunteers and handles the administrative issues.
Our board of directors provides long-range strategic leadership and monitoring of performance on behalf
of the AIAG membership. The executive director reports to the board of directors and manages all aspects
of AIAG’s operations. Industry loaned executives, directors, program managers, a full-time staff, and
individuals who support volunteer committees complete the organization.
The purpose of assigning roles and responsibilities ensures that tasks are completed in a timely manner
and without duplication. The Project Management staff is made up of Industry Loaned Executives,
Business Unit Directors, Program Managers, and Project Coordinators:(See matrix on following page)
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Table 1. AIAG Project Management Staff and Functions
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VOLUNTEER COMMITTEES
Volunteer committees are organized teams of individuals from member companies. Based on individual
interest and expertise, the volunteers work on various AIAG projects.
VOLUNTEER COMMITTEES
• Must go through an approval process when formed
• Must follow the established policies and procedures for volunteer committee meetings
Table 2 shows the various committees and what they do.
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Table 2. Committee Roles and Responsibilities
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PARTICIPATION IN COMMITTEE MEETINGS
Meetings consist of three or more individuals gathering to address AIAG issues; either at AIAG offices in
Southfield, Michigan or off-site (as approved by the appropriate program manager). Attendance must be
taken at all meetings and recorded on attendance sign-in sheets. Minutes are required to be taken at every
meeting and submitted for archiving to AIAG. Meetings are not limited in size.
AIAG MEMBER PARTICIPATION
The opportunity to volunteer for any work group is open to all AIAG members based on the project skills
requirements. Steering committee meetings are attended by invitation only. Participation in AIAG
volunteer committees by associate members is limited to a single, specific individual.
Copyright Policy
AIAG’s copyright policy state that all products developed by AIAG groups are the property of
and are copyrighted by AIAG with the exception of those created jointly with another
organization and covered by separate agreement.
Ownership of intellectual property contributed to AIAG transfers to AIAG as soon as the
development of the document begins. If the intellectual property that is contributed is copyrighted,
written permission to use the intellectual property is required and the permission statement will be
included in the document.
AIAG will acknowledge such contributors in each publication.
VOLUNTEER COMMITTEE LEADERSHIP (OFFICERS)
Volunteer committees are self-administered. Leadership consists of:
• Chair/Co-chairs
• Vice Chair/Co-Vice Chairs
• Secretary/Co-Secretaries
• Document Coordinator (if committee is developing a publication or product)
Each steering committee and on-going work group or project team must elect its leadership on a calendar
year basis.
The functions of each position are explained in Table 3.
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Table3. Functions of Volunteer Committee Leaders
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AIAG MEETINGS
DEFINITION OF A MEETING
Any volunteer committee meeting that is held at AIAG headquarters or off-site (including audio
teleconferences) is considered an official AIAG meeting if the following two situations apply:
• The meeting has employees of three or more member companies in attendance who are not full-time
AIAG employees or industry loaned executives.
• The topic of discussion is a proposed or current AIAG project or other volunteer committee activity
(such as special presentations or liaison with other associations).
Not included are meetings where one or more AIAG staff members are present and that are held solely for
the purpose of discussing AIAG staff/association business.
TYPES OF MEETINGS
There are three types of AIAG meetings:
1. In-house meetings: held at the AIAG offices in Southfield, Michigan
2. Sponsored off-site meetings: held at a site other than the AIAG offices, where the facilities,
equipment, and refreshments are provided by an organization other than AIAG (e.g., the meeting
is held in the offices of a member of the committee)
3. Unsponsored off-site meetings: held at a site other than the AIAG offices, where the facilities are
paid for by AIAG. Such meetings must be in the committee’s business plan and budget, and
require the signature of the product development director on the off-site meeting request form.
ANTI-TRUST REQUIREMENTS
Anti-trust compliance requires that every official AIAG meeting, whether held in AIAG offices or off-site,
must have:
• Public announcement of the meeting date, time, and location
• Full documentation of the meeting, including:
- An agenda published in advance
- Minutes listing every topic of discussion
- A complete list of all attendees, including teleconference attendees
Because of legal considerations, the executive director must authorize any exceptions to these
requirements in advance
PRESENTATION OF PRODUCTS OR SERVICES AT AIAG VOLUNTEER MEETINGS
AIAG will not endorse any publication, training offering, or other product or service provided by an
outside party. Therefore, AIAG does not allow vendors to present, demonstrate, or advertise their
products in any manner that might give the impression that AIAG is endorsing that product. For this
reason, sales or promotion of products is strictly prohibited during AIAG volunteer meetings.
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Vendors may not use the sign-in sheets from AIAG volunteer meetings to send promotional materials or
announcements by any method. AIAG provides the opportunity for promotion of vendor products through
exhibit space at conferences and events.
From time to time, AIAG volunteer groups may invite vendors to present information about their
products and services when such information is relevant to a process or technology that the committee is
reviewing as part of its work. In these instances the following principles apply:
• The invitation to include vendor presentations in the meeting must be approved in advance by a
program manager.
• The presentation(s) must be announced in the published agenda of the committee at least two weeks
before the meeting.
• The committee must document (in the minutes of the committee) the purpose for which vendors are
being invited to present and the questions that must be answered in the presentation.
• The committee must make a reasonable effort to invite all known vendors whose offerings are
relevant to the subject and must document their efforts in the minutes of the committee. Such efforts
might include letters to a list of vendors, an announcement in a trade magazine soliciting responses,
or other methods.
• The vendor’s presentation:
- Must not include promotional material.
- Must be relevant to the committee’s documented questions.
No sales or promotional efforts, including the distribution of sales literature or promotional items, may be
conducted during the meetings or at breaks before, during, or immediately after the meeting.
REPRESENTING AIAG
From time to time, AIAG volunteers are called upon to represent AIAG at meetings/activities both in this
country and abroad. If you have been requested to travel representing AIAG, please consider the
following:
When you express an opinion on an issue, clearly identify whether you are speaking for your company or
for AIAG, if applicable.
• Be sure to get feedback from the appropriate volunteer committees regarding the issues you will be
addressing to ensure that you are offering the consensus of the group sponsoring the trip rather than
just your own personal opinion.
• Compile a list of issues that the AIAG volunteer committees want addressed as well as any specific
questions the group may have.
• Remember that in most cases you will be speaking for AIAG and not your own company. If you will
be representing both your company individually and AIAG at the same time, be sure to announce
that fact at the start of the meeting.
• The AIAG position should be presented as a single, consensus-based agreement. When attending a
meeting with others from AIAG, agree on a common strategy and choose one representative to speak
for AIAG if voting becomes necessary.
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• Attendees are required to compile notes to produce a post travel report which is part of the expense
report (obtain the forms from AIAG staff), that speaks to the major discussion topics and items of
interest and concern to AIAG.
• Meeting notes must be reviewed by the program manager involved in the area of interest before any
other distribution takes place.
• Do not make commitments or enter into any agreements on behalf of AIAG unless the potential
agreement has already been discussed and agreed to by AIAG management and appropriate
volunteer committees. These issues need to be brought back to AIAG for review and consideration
before any action is taken on behalf of the organization.
• Find out as much as possible about the culture and business working style of the country you will be
visiting.
EXPENSES
At times, volunteers are sent by their own companies at their company’s expense to attend a meeting or
activity at which they are also representing AIAG. In those cases, follow your regular company
travel/expense policy.
• If AIAG is paying the trip expenses, you will need to get information on AIAG’s travel policies from
the program manager in your area. You must file an Expense/Travel Report when you return, listing
all approved expenses along with proper documentation. Receipts are required for all expenses
regardless of the amount.
• If AIAG is paying trip expenses, travel arrangements must be made through AIAG especially air
travel arrangements. Please do not book flights through your own company.
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DOCUMENTING VOLUNTEER COMMITTEE MEETINGS
THE MEETING AGENDA
To ensure the openness of meetings and to satisfy anti-trust requirements, every committee must publish
an agenda before each meeting. AIAG satisfies this requirement typically by attaching the agenda of the
next meeting to the minutes of the prior meeting or through the Action Items posted in the minutes.
The agenda must be the first item reviewed at the meeting. Adherence to this policy will help ensure
effective and efficient meetings as well as compliance with anti-trust requirements. Figure 1 shows the
general recommended meeting agenda for committee meetings.
MEETING MINUTES
Minutes must be kept of all meetings in order to comply with anti-trust requirements regarding potential
restraint of trade.
SECRETARY
A secretary must record the minutes of every meeting. A meeting cannot proceed until a secretary is
identified. The secretary for the meeting:
• Records the items discussed in the meeting minutes (see “Contents of Meeting Minutes” below).
• Ensures that the sign-in sheets are turned in immediately after the meeting.
• Ensures that copies of all handouts and presentations made at the meeting are posted to your e-
community.
• Turns in the minutes of the committee meeting to minutes@aiag.org within five business days of the
meeting.
CONTENTS OF MEETING MINUTES
An electronic template for minutes is available. The content of the minutes:
• Should follow the agenda of the meeting.
• Must summarize the accomplishments of the meeting, especially any decisions made regarding
deliverables or project status.
• Must summarize discussion overviews.
• Should list any specific assignments made during the meeting.
• Should include the proposed agenda for the next meeting.
DOCUMENTING DISCUSSIONS AND DECISIONS IN MINUTES
All committee decisions must be documented in the meeting minutes to document discussions and
decisions, the minutes must include:
• A statement of the issue/proposal discussed.
• Brief bullet points of the main concerns expressed and discussed.
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• A statement of the decision reached.
• A statement of whether the decision was reached by consensus or by voting.
• A list of “stand-aside” concerns and the names of the custodians of those concerns
Figure 1 on the next page provides a sample of the template which includes, meeting minutes, agenda,
and the attached .
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Figure 1. Sample Minutes Format
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USE OF NAMES IN MEETING MINUTES
In order to ensure the openness of discussions, minutes of AIAG meetings restrict the use of names of
companies. Company names should not be included when individuals:
• State opinions (write “the opinion was expressed that . . .”)
• Bring forward a proposal as part of the consensus process. (Write “it was proposed that . . .”)
• Make a motion as part of the voting process. (Write “a motion was made, and seconded, that . . .”)
Names and companies should be included:
• For individuals making presentations (first initial, last name, and company), with a brief
description of the presentation
• When assignments are made, names and due dates should be included with the specific
assignments (e.g., bringing information to the committee, writing a draft, writing/mailing a letter,
preparing a presentation, or other specific assignments not directly involved in making a decision).
• To identify the person chairing the meeting and the person taking the minutes. State the full name
of the recording secretary at the end of the minutes, following the phrase “Submitted by.”
SUBMISSION FORMAT OF MINUTES
Minutes must be turned in as soon as possible after the meeting, preferably the same day.
• For minutes in electronic format:
- Microsoft Word is preferred; “.txt” is acceptable.
- May be submitted by e-mailing them to minutes@aiag.org
DISTRIBUTION OF MINUTES
Official minutes are formatted on AIAG letterhead and are copyrighted and distributed by AIAG. The
minutes will be reformatted to the approved AIAG format. An e-mail notification will be sent to:
• All permanent committee members (including those who did not attend the meeting).
Minutes will be posted on the AIAG Web Site (www.aiag.org). Not only can you view your team’s
minutes, but you can also view other AIAG committee minutes as well.
To avoid a delay in the distribution of minutes, be sure that:
• The secretary turns in the minutes promptly, preferably in an MS Word file.
• Sign-in sheets are turned in immediately following the meeting.
• Required attachments are posted to the project’s e-community.
RECORD KEEPING
To comply with anti-trust requirements, AIAG must retain the original formatted copy of the minutes and
original attendee sign-in sheets for both in-house and off-site meetings.
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AIAG will retain copies of minutes, attendance sheets, attachments, and handouts for seven years.
Meeting information is available for any AIAG member.
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DECISION MAKING IN VOLUNTEER COMMITTEE MEETINGS
Volunteer committees discuss numerous issues and make many decisions. Those decisions should be
made by consensus a formal process for achieving and documenting consensus is described below.
If consensus cannot be achieved, a democratic voting process based on Robert’s Rules of Order by
General Henry M. Robert should be used. Ideally, the only time a committee will vote is when selecting
committee officers.
THE FORMAL CONSENSUS PROCESS
Consensus is the preferred method of decision-making at AIAG. Achieving consensus is an orderly
process in which all-participants’ concerns about a proposal are identified and addressed. Reaching
consensus does not involve voting.
Consensus: A form of decision-making in which every participant consents to the adoption of a proposal
and agrees that he/she is willing to “live with it,” even if there may still be some unresolved concerns.
The formal consensus process involves:
1. Clarifying the process.
2. Stating a proposal.
3. Identifying individual concerns about the proposal.
4. Addressing each concern.
5. Resolving each concern.
6. Taking ownership of “stand-aside” concerns.
7. Achieving consensus on the proposal.
8. Dealing with lack of consensus.
The following chart describes a formal process for achieving consensus based on the method described in
On Conflict and Consensus by C.T. Butler and Amy Rothstein. The book is available at
www.ic.org/pnp/ocac or www.consensus.net/ocaccontents.html.
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Figure 3. Formal Process for Achieving Consensus
CLARIFYING THE PROCESS
Some meeting participants may not be familiar with AIAG’s formal consensus process. At the beginning
of discussion, the volunteer committee chair should review the overall process with the group. For
assistance, the chair should contact the group’s program manager.
PRESENTING A PROPOSAL
Every major item that requires consensus should be:
• Submitted in writing.
• Briefly introduced the first time it appears on a group’s agenda.
• Summarized in the minutes
• Placed on the agenda of the next meeting for discussion.
General discussion can begin after everyone has read the proposal and carefully considered any concerns.
Committee members who cannot attend the next meeting should submit their concerns, preferably in
writing, to the committee chair (s). The Chair opens the floor for questions focusing on clarification and
understanding of the proposal (not comments or concerns). If specific concerns are raised, note them on a
flipchart and go back to understanding the proposal.
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IDENTIFYING INDIVIDUAL CONCERNS ABOUT THE PROPOSAL
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After answering all clarifying questions, the group can begin a broad, overall discussion of the proposal.
The level of discussion should consider the entire proposal (e.g., why it is a good idea, how it might affect
the industry, general problems, etc.). If specific concerns are raised, note them on a flipchart and move
back to discussing the proposal as a whole. At the end of general discussion, the chair:
1. Reviews concerns already noted on the flipchart.
2. Adds to the list any concerns that have been submitted by absent committee members.
3. Asks for additional specific concerns.
4. Leads the group in brainstorming additional concerns.
The Secretary records the entire list of concerns, but not the name of the person stating the concern.
If no one states a concern, the chair declares that consensus has been reached and the proposal has been
accepted. The secretary records the decision as outlined under “Documenting Discussions and Decisions
in Minutes,” noting that no concerns were expressed.
ADDRESSING EACH CONCERN
To address each concern, the team should:
• Group similar concerns and document the groupings in the minutes.
• Plan the sequence and time limit of the discussion.
• Discuss each group of concerns and possible resolutions.
• Assign someone to obtain any additional information needed and report back at a future date.
If the time limit is reached, the Chair can extend the time limit, table discussion to a future agenda, assign
the concern to a sub-committee, or ask those expressing concern to “Stand Aside.”
RESOLVING EACH CONCERN
In the minutes, record the resolution of each concern. A concern is resolved when every committee
member states either:
• The item is no longer a concern, or
• He/she is willing to “stand aside”
A “stand aside” occurs when a committee member still has some level of concern but is willing to live
with it and allow the proposal to be adopted. If the concern is from an absent member, that member must
attend the next meeting; otherwise, the lack of response will be considered to be a “stand aside.”
TAKING OWNERSHIP OF “STAND ASIDE” CONCERNS
When a committee member agrees to stand aside on a concern, the chair asks for a volunteer to be
custodian of the concern. The custodian commits to remember the concern and express it in future
discussions, as appropriate. The secretary then records in the minutes the nature of the “stand aside”
concern and the name of the custodian.
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ACHIEVING CONSENSUS ON THE PROPOSAL
When all concerns have been addressed, the chair asks, “Are there any new or unresolved concerns”
• If new concerns are raised, they must be addressed.
• If unresolved concerns remain, the chair declares that consensus cannot be reached (see “Dealing
with Lack of Consensus”).
• If no new or unresolved concerns are raised, the secretary records the consensus in the minutes
(see “Documenting Discussions and Decisions in Minutes”).
• If consensus has been reached but “stand aside” concerns still exist, the proposal, along with the
“stand aside” concerns, should be reviewed by the appropriate AIAG project team and/or steering
committee for possible further action.
DEALING WITH LACK OF CONSENSUS
If a concern from a committee member who is eligible to vote (see “Eligibility for Volunteer Committee
Votes”) was discussed and cannot be resolved, the chair declares that consensus cannot be reached on the
proposal as is. Alternatives include:
• Modifying the proposal by altering the wording.
• Withdrawing the proposal and closing the discussion.
• Referring the proposal to the project team and/or the steering committee with a summary of the
unresolved issues. The steering committee might:
Voting
- Discuss the concerns and make recommendations to the work group.
- Appoint an ad hoc sub-committee to discuss the concerns and make recommendations to
the work group.
- Appoint members to discuss the issues with higher levels of management in the
companies that have the concern.
- Direct that the volunteer committee vote on the proposal.
- Submit the proposal to a vote. This is the last alternative, and should only be used after
all other alternatives have been exhausted.
Ideally, the only time a volunteer committee will vote is when selecting committee officers. Volunteer
committee decisions should be made by consensus. If the volunteer committee and its steering committee
agree that consensus cannot be achieved, a voting process based on Robert’s Rules of Order is used.
When a volunteer committee votes, the following rules apply:
• Pre-Announcement: Committee votes should be:
- Listed in the agenda of the meeting that is sent out in advance.
- Explained in advance in the minutes of at least one meeting preceding the vote.
• Quorum: Voting requires that at least half of all eligible committee members cast a vote. Since
only one vote is allowed per company, multiple members of a committee from a single company
count as one for purposes of counting quorum.
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• Majority: A decision will pass or fail based on a majority defined as the greater portion of eligible
votes cast (not counting blanks or abstentions) with the percentages shown below:
- When electing committee officers, a majority is, at a minimum, 50 percent plus one. If multiple
officers are being elected, as for co-chair positions, the top plurality may be treated as a
majority.
- For all other AIAG committee decisions, a two-thirds (2/3) majority is required, and an 80 percent
majority is strongly recommended.
• Ballots: Committee votes can be cast on paper or electronically and must have the name of the
voting company on the ballot to ensure the “one company/one vote” principle. All written ballots
must be destroyed; electronic should be deleted as soon as the balloting is over. Only the totals
may be reported in minutes. How an individual or company voted must never be revealed.
• Proxies: Proxies are accepted for committee votes only if:
- The exact wording of the question has been published in minutes that were circulated at least one
month before the vote, and
- The proxy vote is in writing, signed by a committee member who is eligible to vote.
The following chart describes a process to be used when consensus cannot be achieved based on a method
described in Robert’s Rules of Order.
Figure 4. AIAG Voting Procedure
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ONE COMPANY, ONE VOTE
Article 3.04 of the AIAG Bylaws states “Each corporate voting member is entitled to one vote on each
matter submitted to a vote.” Article 2.01 notes that corporate members are voting memberships, while
“associate members shall not have voting rights.”
VOTING IN FULL MEMBERSHIP BALLOT
When a full membership ballot is conducted, such as for approval of slate of AIAG Board of Directors
members and officers, the action shall be authorized by a simple majority (50%+1) of the votes cast. In
these cases, the key contact will be sent a member ballot. The key contact will be asked to return the
completed ballot to AIAG prior to an established deadline. Ballots not returned before the due date will be
considered null and excluded from the voting process. Each corporate member will have exactly one vote.
Associate members are excluded from the voting process.
VOTING IN COMMITTEE MEETINGS
MULTIPLE ATTENDEES FROM ONE COMPANY
When multiple individuals from a single company attend at a volunteer committee meeting, only one vote
from the company will be accepted. Those present from that company must decide who will vote on their
behalf.
CONSULTANTS
Any attendee at a volunteer committee meeting whose time and/or expenses to attend a meeting are
funded by an organization other than their own is considered a consultant. A consultant must:
• Declare that such funding exists at the beginning of the meeting during the introductions.
• Identify all organizations that have provided funding for the attendee’s participation in that
committee, whether or not those organizations are AIAG members, and note the organization
names next to his/her own on the sign-in sheet.
• Vote only on behalf of the organization(s) funding the consultant’s participation.
Table 9. Voting Policy as Applied to Consultants
To preserve the principle of one company, one vote, the following rules apply to consultants’ voting, in
addition to those regarding attendance, associate membership, and multiple attendees from the same
company.
Consultant’s
Organization
Organization Funding the
Consultant’s Attendance
Voting Status
AIAG member
AIAG member or
Non-member
None: Attendance paid solely by
consultant’s own organization
AIAG member
Votes representing own organization
Vote representing funding organization,
but not consultant’s own organization
AIAG member Not an AIAG member Cannot vote in that committee
Not an AIAG member Not an AIAG member
Cannot vote, and may only attend three
meetings before joining.
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ATTENDANCE REQUIREMENT FOR COMMITTEE VOTING
To be eligible to vote at a committee meeting, a committee member:
• Must be an employee of a corporate member company
• Must have attended at least three of the last six committee meetings (including the one in which
the vote is being taken).
Exceptions to the three-meeting attendance rule are:
• New committees (those that have met fewer than six times) will establish their own voting
attendance rules until the sixth meeting takes place.
• If a transition is being made from a currently eligible committee member to a replacement from
the same company, the new representative may vote as long as the company has met the
attendance requirements.
• When two individuals from the same company share responsibility and regularly alternate
attendance, their combined attendance shall count for voting eligibility.
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PROJECT MANAGEMENT METHODOLOGY
PROJECT MANAGEMENT PROCESS
The purpose of using a Project Management Methodology at AIAG is to provide its volunteers with a
well defined, customized, repeatable process for managing projects. The definition of a project is a
temporary endeavor to create a unique product or service, such as manuals, guidelines, and white papers
produced by AIAG. This PM process has been tailored to the needs of the volunteer organization and
unique to the output that is produced. It is comprised of work phases with checkpoint meetings for
frequent evaluation of work group deliverables, and includes time management concepts, standardized
work templates, and product launch and promotion details.
The following are high-level objectives of this approach.
• Will serve as a process model for all AIAG project work.
• Structured processes and tools to accomplish the work
• Will depend on AIAG volunteers and members to drive requirements and identify projects that
truly provide value.
• Will optimize resources by utilizing the appropriate number of volunteers with the right type of
skills and expertise.
• Will provide standardized work templates and reference materials.
• Support for a collaborative (virtual) teaming environment through a unique project interactive
Web site and real-time Web conferencing capability.
• Will define work phases and support frequent evaluation of work group deliverables.
• Will ensure a controlled management of issues and risks as projects move through the PM
process.
PROJECT MANAGEMENT
AIAG has developed a well-defined, customized project management framework. It is comprised of:
• Governance model that depicts the hierarchy of authority
• Well-defined work phases
• Time management concepts
• Standardized work templates and reference materials
• Product launch and promotion
PROJECT MANAGEMENT WORK PHASES
The project management process is a formal method for defining and executing projects that is structured
around work phases. Work phases are distinguishable pieces of the development of a deliverable that are
executed in a consecutive fashion. The size and complexity of a project may determine the detail of work
done in each phase. Key elements or milestones must be completed within each phase if a project is to be
successful.
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Figure 5. Project Management Work Phases
Volunteer Reference Guide
Idea Acceptance
• Project Idea Submission form is submitted and recorded
• Project Idea Submission is reviewed by a subset of AIAG Staff
• Ad-Hoc group is created to develop business case
Pre-plan
• Business case is developed
• Business case is approved
Define
• Validate Scope
• Project schedule is developed
• Determine Governance Structure
• Work groups are formed.
•
Analyze
• Current state is defined
• Future state is defined
• Gap analysis is defined
Model/Build
• Create data model
• Work group creates the planned output (deliverable).
• Define Marketing/Communication Plan
Validate
• Deliverables are validated through several means
- Proof of concept
- Pilot
- Stakeholder review
Deploy
• AIAG publicizes the new deliverable (e.g., publication, class,
etc.)
• Refine and publish deliverable
• Launch Marketing/Communication Plan
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E-COMMUNITIES
AIAG uses Communities, a Web application to assist communication within volunteer committees and
offer a method of “virtual participation”. In order to successfully commonize business processes, member
company input is a necessity. Although there is nothing better than face-to-face interaction, Communities
offers a way for companies to have their voice heard when they are unable to participate in person on
AIAG work groups. Since this application is located on the AIAG secured section of our Web Site, a
login and password are required.
In order to access Communities, please use the following steps:
1. You must be listed on the roster of the work group with which you participate or would like to
participate. If you are not sure if you are listed on a roster, contact Volunteer Help Desk at
volunteer_helpdesk@aiag.org.
2. Log into the AIAG Web-Site (http://www.aiag.org.)
- Sign-In and enter your login ID and password
3. Locate the green tab called ‘Communities’ on the navigation bar on the home page and click on it.
You will be taken to a page listing all of the communities that you can potentially access...but you
must subscribe!
4. To subscribe to the communities, locate “Global Preferences” in “My Communities”. Click on
“Global Preferences” and you will get a page listing all of the communities you can subscribe to
with a button that says “Subscribe”. Click “Subscribe” for the communities you want to access.
Move down the page to select how often you would like to be notified via e-mail when there is a
news item or discussion item posting. Click “submit” at the lower bottom right of this screen.
You are now able to participate in the community.
5. After you have completed step four, click Communities on the top navigation bar, or “My
Communities”. This will take you to the entry links for the communities you want to access.
These instructions are set up to get you initiated to using Communities. This new tool has many more
functions. If you would like to learn more extensively about how “Communities” work, locate “Read
Here First – Welcome”. This will give you a general understanding about Communities. The “User
Manual” located on this same list will give you additional information regarding the functionality of
Communities. The “Community Administrator” listed on your community of interest can also help you.
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APPENDIX A: GENERAL POLICIES
ANTI-TRUST POLICY
General
Federal and state antitrust laws are designed to protect and promote competition. They
do this by making it illegal for competitors and associations of competitors to fix prices or
unreasonably restrain competition. Violations of antitrust laws can be punished with
large financial penalties, as well as criminal penalties against involved businesses and
individuals. In addition, antitrust violations can severely damage a business’ reputation
and commercial relationships.
In the interest of facilitating collaboration among members, trade association can
unwittingly create opportunities for competitors to engage in anti-competitive behavior.
As one court has said: “Competitors are permitted by the antitrust laws…to engage in
cooperative behavior, under trade association auspices or otherwise, provided they don’t
reduce competition among themselves or help their suppliers or customers to reduce
competition.”
AIAG is committed to antitrust compliance and expects the same from its members. It is
AIAG’s belief that competition is the fairest and most efficient type of economic behavior.
Any activity that intentionally or unintentionally reduces competition or restrains trade is
contrary to that belief and AIAG policy.
Management Responsibilities
As stated in AIAG’s bylaws, it is AIAG’s intention to comply fully with antitrust laws in
the conduct of its activities. In addition, AIAG’s management and staff must do
everything in their power to ensure that AIAG and AIAG’s members do not violate
antitrust laws while engaged in AIAG-facilitated activities.
Specific management responsibilities include the following:
• AIAG’s Executive Director must periodically review this policy statement with
AIAG management personnel and its Board of Directors.
• AIAG’s legal counsel for antitrust matters must periodically review AIAG’s
antitrust policy and meet with AIAG’s management to provide antitrust training.
• AIAG’s legal counsel for antitrust matters must review in advance all new AIAG
programs that may have antitrust implications.
• AIAG’s management must discuss any possible or prospective violations of the
antitrust laws with the Executive Director or AIAG’s legal counsel for antitrust
matters.
• AIAG’s management must ensure that this policy is displayed in venues where it
will remind management and members of the importance of antitrust compliance,
including AIAG’s website and physical offices.
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• AIAG’s management personnel must ensure that every AIAG meeting, whether
held in AIAG’s offices, off-site, or by electronic means, are not held without
fulfilling the following requirements:
o
o
o
o
o
A public announcement of the meeting date, time, and location;
An agenda, published in advance, that calls for review of this antitrust
policy and verbalization of the Meeting Antitrust Requirements set forth
below;
A complete list of all attendees;
Minutes noting the verbalization of the Meeting Antitrust Requirements
and listing every topic of discussion; and
Archiving of minutes and other records of any meetings.
Meeting Antitrust Requirements
AIAG members must comply with the following requirements when meeting in
AIAG’s offices, off-site, or by electronic means. If any of these requirements are at
risk of being breached during a meeting by inappropriate dialog, then participating
members should immediately request any such dialog be ceased immediately. If
such dialog is not ceased immediately, then all participants must immediately
suspend the meeting and report the dialog to AIAG’s Executive Director.
These requirements are partial. Other types of activity on the part of members may
comprise antitrust violations. General questions regarding these requirements should
be raised to the Executive Director or AIAG’s legal counsel for antitrust matters.
However, it is incumbent upon members to seek the advice of their own legal
counsel with respect to specific questions and incidents.
Requirements regarding your company’s or your competitors’ products and
services:
• Do not discuss current or future prices.
• Do not discuss any increase or decrease in prices.
• Do not discuss pricing procedures.
• Do not discuss standardizing or stabilizing prices.
• Do not ask competitors why a past bid was so low, or to describe the basis for a
past bid.
• Do not discuss what is a fair profit level.
• Do not discuss controlling sales or allocating geographic, product or other
markets for any product.
• Do not discuss future design or marketing strategies.
• Do not discuss credit terms.
• Do not discuss banning or otherwise restricting legitimate advertising by
competitors.
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• Do not discuss allocating customers.
Requirements regarding your company’s and/or your competitors’
selection of their supplier companies:
• Do not discuss refusing to deal with a company because of its pricing or
distribution practices.
• Do not discuss strategies or plans to award business or remove business from a
specific company.
Requirements regarding your company’s and/or competitors’ trade secrets:
• Do not discuss trade secrets or confidential information of your company or any
other member.
REMEMBER
Both your company and you as an individual can be prosecuted for violations of
antitrust laws.
Copyright Policy
AIAG’s copyright policy state that all products developed by AIAG groups are the property of
and are copyrighted by AIAG with the exception of those created jointly with another
organization and covered by separate agreement
Ownership of intellectual property contributed to AIAG transfers to AIAG as soon as the
development of the document begins. If the intellectual property that is contributed is copyrighted,
written permission to use the intellectual property is required and the permission statement will be
included in the document.
AIAG will acknowledge such contributors in each publication.
CONFLICT OF INTEREST POLICY
Members of volunteer committees, committee officers, and members of the board of directors acting on
behalf of AIAG shall be made aware of and conform to the following principles:
• These individuals shall use their best efforts to avoid any actual or apparent conflict of interest or
unauthorized representation of AIAG. Conflict of interest is defined as, but not limited to,
activities that oppose, detract from, or in some manner could become detrimental to AIAG or
activities involving AIAG in which the individual has a financial or decision-making interest.
• A person in a position to influence decisions regarding the selection and/or retention of vendors
must be careful that these decisions are reached impartially and in a business-like manner
according to AIAG policies. When in doubt, volunteers should contact the executive director.
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ENDORSEMENT POLICY
AIAG does not endorse, certify, or confirm, either officially or unofficially, any product or service
manufactured or provided by any of its members or any other person or firm. From time to time, AIAG
issues and publishes standards and guidelines for the benefit of its members and the industry at large after
a process of study and review. However, such standards and guidelines are not intended to preclude any
person or firm from manufacturing, marketing, purchasing, or using any products or services not
conforming to the standards or guidelines.
PRESENTATION OF PRODUCTS OR SERVICES AT AIAG VOLUNTEER MEETINGS
AIAG will not endorse any publication, training offering, or other product or service provided by an
outside party. Therefore, AIAG does not allow vendors to present, demonstrate, or advertise their
products in any manner that might give the impression that AIAG is endorsing that product. For this
reason, sales or promotion of products is strictly prohibited during AIAG volunteer meetings.
Vendors may not use the sign-in sheets from AIAG volunteer meetings to send promotional materials or
announcements by any method. AIAG provides the opportunity for promotion of vendor products through
exhibit space at conferences and other AIAG events.
From time to time, AIAG volunteer groups may invite vendors to present information about their
products and services when such information is relevant to a process or technology that the committee is
reviewing as part of its work. In these instances the following principles apply:
• The invitation to include vendor presentations in the meeting must be approved in advance
by a product manager.
• The presentation(s) must be announced in the published agenda of the committee at least
two weeks before the meeting.
• The committee must document (in the minutes of the committee) the purpose for which
vendors are being invited to present and the questions that must be answered in the
presentation.
• The committee must make a reasonable effort to invite all known vendors whose offerings
are relevant to the subject and must document their efforts in the minutes of the committee.
Such efforts might include letters to a list of vendors, an announcement in a trade magazine
soliciting responses, or other methods.
• The vendor’s presentation:
- Must not include promotional material.
- Must be relevant to the committee’s documented questions.
No sales or promotional efforts, including the distribution of sales literature or promotional items, may be
conducted during the meetings or at breaks before, during, or immediately after the meeting.
MEMBER LISTS
Lists of AIAG member companies addresses will not be given to outside individuals or organizations
without the written permission of the executive director. Lists should be used for AIAG purposes only
and may not be used for general information or member mailings without approval.
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EXPENDITURE APPROVAL POLICY
Volunteer Reference Guide
Volunteer individuals or committees must consult with their AIAG staff contacts before committing any
AIAG funds. The expenditure policy of the AIAG requires staff management signature approval for the
release (expenditure) of funds. Approval signature limits are designated to each level of management. If
the item is not already in the existing budget, additional management review and approval are required.
DRESS CODE
Due to the nature of business conducted at AIAG, both formal and casual business attire are acceptable
for AIAG meeting participants.
HARASSMENT PREVENTION POLICY
AIAG is committed to an environment free of discrimination and harassment. While participating in
AIAG activities, members agree to share and support our commitment.
NON-MEMBER POLICY
AIAG recognizes that under certain conditions, it may be beneficial to allow non-members to
participate on volunteer committees. Non-members are ineligible to vote on any issues that may
arise, hold any association office, or receive any awards. The situations in which non-members
may be allowed to participate follow:
• Guests – Representatives of non-member organizations who wish to attend one
AIAG volunteer committee meeting for the purpose of evaluating the committee
or providing specific input. Guests typically attend only the one meeting. Those
individuals must note their Guest status on the meeting sign-in sheet and must
attend the meeting as a neutral observer.
• Visitors – (AIAG staff will pursue for Membership). Representatives of nonmember
organizations who wish to be added to a committee to evaluate the
benefit of becoming a member of AIAG or are in the process of obtaining
membership may attend. A non-member (VI – Visitor) may attend a maximum of
three committee meetings as a neutral observer. After three meetings, the nonmember
Visitor must make the decision to either enroll his or her organization in
the association or discontinue attendance at committee meetings.
• Non-Member Experts – (AIAG staff has agreed NOT to pursue for Membership).
Periodically, a need may arise where an association committee may require the
expertise of a technically skilled professional who is a non-member. At the
request of the committee, a Non-Member Authorization form is completed and
the non-member Expert (EX – NM Participant) may attend and participate for as
long as the committee requires their expertise. This rule also applies to nonmember
volunteers participating because of a MOU.
• Senior Subject Matter Expert (S2ME) – This type of membership is designed for
volunteers who have valuable subject-matter expertise and have completed an
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S2ME application. At the request of the committee, the S2ME (VO - Volunteer)
may attend and participate for the life of the committee.
• Volunteers in Retention – Active volunteers who are part of a member company
in retention will be notified as part of the renewal process (see Membership
process.) The associated AIAG Program Manager and participating volunteer will
be ‘copied’ on the 30-day notification sent to the company prior to their
expiration. (The Project Coordinator will review the company renewal list each
month and notify the Membership Coordinator if there are any participating
volunteers.)
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APPENDIX B: FRAUDULENT OR DISHONEST CONDUCT &
WHISTLEBLOWER POLICY STATEMENT
In compliance with the Automotive Industry Action Group policies pertaining to Conflict of Interest and
Personal Conduct and Legal Compliance, Automotive Industry Action Group will investigate any possible
fraudulent or dishonest use or misuse of Automotive Industry Action Group resources or property by
management, staff, volunteers, or members. Anyone found to have engaged in a fraudulent or dishonest
conduct is subject to disciplinary action by Automotive Industry Action Group up to and including civil or
criminal prosecution when warranted.
All members of the Automotive Industry Action Group community are encouraged to report possible
fraudulent or dishonest conduct (i.e., a whistleblower). An employee should report his or her concerns to
a supervisor or manager. If for any reason an employee finds it difficult to report his or her concern to a
manager or supervisor, and depending upon the circumstances of the complaint, the employee should
initially report it directly to the Human Resources Director. If the circumstances warrant that to be
inappropriate, the Director of Finance or Executive Director should be notified. If any potential violation
may involve the officers of the organization, it should then be reported to the Chair of the Automotive
Industry Action Group Board Finance Committee or the Chair of the Nominating and Integrity Committee
as appropriate, but can be reported to anyone on the Board of Directors.
All Board of Directors members are required to report suspected fraudulent or dishonest conduct to the
Chair of the Automotive Industry Action Group Board Finance Committee or the Chair of the Automotive
Industry Action Group Nominating and Integrity Committee as appropriate.
Managers or supervisors are required to report suspected fraudulent or dishonest conduct to the Human
Resources Director, Director of Finance or Executive Director as outlined above.
For more information about definitions, rights and responsibilities, procedures, and contacts read the
following:
Definitions
BASELESS ALLEGATIONS: Allegations made with reckless disregard for their truth or falsity. People
making such allegations may be subject to institutional disciplinary action and /or legal claims by
individuals accused of such conduct.
FRAUDULENT OR DISHONEST CONDUCT: A deliberate act or failure to act with the intention of
obtaining an unauthorized benefit. Examples of such conduct include, but are not limited to:
• forgery or alteration of documents
• unauthorized alteration or manipulation of computer files
• fraudulent financial reporting
• pursuit of a benefit or advantage in violation of the Automotive Industry Action Group’s
Conflict of Interest Policy
• misappropriation or misuse of Automotive Industry Action Group resources, such as funds,
supplies, or other assets
• authorizing or receiving compensation for goods not received or services not performed
• authorizing or receiving compensation for hours not worked
WHISTLEBLOWER: an employee who informs a manager, supervisor or officers of the organization
about an activity which that person believes to be fraudulent or dishonest.
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Rights and Responsibilities
MANAGERS OR SUPERVISORS
Managers or supervisors are required to report suspected fraudulent or dishonest conduct to the Human
Resources Director, Director of Finance or Executive Director. In addition, managers or supervisors are
responsible for maintaining a system of management controls, which detect and deter fraudulent or
dishonest conduct. Failure by a manager or supervisor to establish management controls or report
misconduct within the scope of this policy may result in adverse personnel action against the manager or
supervisor, up to and including dismissal. The company officers are available to assist management in
establishing management systems and recognizing improper conduct.
Reasonable care should be taken in dealing with suspected misconduct to avoid:
• baseless allegations
• premature notice to persons suspected of misconduct and/or disclosure of suspected
misconduct to others not involved with the investigation
• violations of a person's rights under law
Accordingly, a manager or supervisor faced with a suspected misconduct:
• should not contact the person suspected to further investigate the matter or demand
restitution
• should not discuss the case with anyone other than company officers, board committee
members or duly authorized law enforcement officer
• should direct all inquiries from any attorney retained by the suspected individual to a
company officer.
• should direct all inquiries from the media to Automotive Industry Action Group’s Director of
Marketing and Communications.
WHISTLEBLOWER PROTECTION
Automotive Industry Action Group will protect whistleblowers as defined below:
• Automotive Industry Action Group will use best efforts to protect whistleblowers against
retaliation, as described below. It cannot guarantee confidentiality, however, and there is no
such thing as an "unofficial" or "off the record" report. Automotive Industry Action Group will
keep the whistleblower's identity confidential, unless (1) the person agrees to be identified; (2)
identification is necessary to allow Automotive Industry Action Group or law enforcement
officials to investigate or respond effectively to the report; (3) identification is required by law;
or (4) the person accused of Fraud Policy violations is entitled to the information as a matter
of legal right in disciplinary proceedings.
• Automotive Industry Action Group employees may not retaliate against a whistleblower with
the intent or effect of adversely affecting the terms or conditions of employment (including but
not limited to, threats of physical harm, loss of job, punitive work assignments, or impact on
salary or wages). Whistleblowers who believe that they have been retaliated against may file
a written complaint with the Human Resources Director. A proven complaint of retaliation
shall result in a proper remedy for the person harmed and the initiation of disciplinary action,
up to and including dismissal, against the retaliating person. This protection from retaliation is
not intended to prohibit managers or supervisors from taking action, including disciplinary
action, in the usual scope of their duties and based on valid performance-related factors.
• Whistleblowers must be cautious to avoid baseless allegations (as described earlier in the
definitions section of this policy).
Contacts
Questions related to the interpretation of this policy should be directed to the Human Resources Director.
Effective Date
December 17, 2004
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