ASQ Bylaw and Policies Concerning Transformation

There are clear reasons why ASQ has to move from the status quo.

• Declining membership
• Depleted reserves
• Difficulty of controlling legal and financial risks

If ASQ is simply going to take upon itself the burden of administering the finances for each of its member units, that will serve the membership and limit the risks of inappropriate allocations.

If ASQ perceives member unit money to be its operational capital and prevents the distribution back to the member units, this is a risk, particularly if the member unit has surplus funds beyond what it needs to operate for the next 1-2 years.

ASQ HQ should demonstrate its capability to meet reasonable service levels for basic regular transactions before embarking on a major transformational activity that will cause even more delays and disruptions.  Transformations require a stable baseline against which to evaluate and assess the positive or negative impacts of applied changes.  Some immediate concerns include:

1. Finance: Individual Member Allotments: How will individual member allotments be directed under the new organizational structure? 

2. Governance: Elected and Appointed Officers: How are decision-makers elected or appointed (and by whom) for these centralized bodies (Regional Geographic Centers, Market Segments)? 

3. Operations: Member Unit Programs and Events: How will these transformation changes improve the planning and performance of existing programs and events, and the approval and adoption of new programs and events offered by sections and divisions? 

4. Corrective Action: Issues Resolution: How will issues or disputes be resolved between member units and central authorities? 

5. Transparency: Meeting minutes and business/financial reports: What are the expected requirements for reporting and disclosure of ASQ member units and their central governing bodies, and how will these be reinforced?

The new ASQ organizational structure proposed for the transformation cannot be realized unless ASQ is prepared to do one of two courses of action.  Either: 

• ASQ and the BoD have to dissolve all member units and reform them in a new configuration, or 
• ASQ HQ is required to secure explicit agreements 1 by 1 with every single division and section, and come up with workable and palatable financial expectations and reporting commitments.

The applicable policy, G42 Joint Activity of Society and Member Units, has not been updated since 1998.  Even if it is not directly applicable to internal organizational transformation activities, it offers a documented precedent demonstrating the proper levels of diligence, fiscal restrictions, and reporting to membership needed between ASQ and its Member Units when pursuing a joint initiative.

  

Summary of pertinent ASQ governing documents and clauses affecting and affected by Transformation

BYLAWS

http://rube.asq.org/about-asq/how-we-do/pdf/asq-bylaws-board-modified-2014_11_07.pdf

2.1.4, 2.3.5, 3.4.4, 3.5.2, 4.5.2, 4.5.3, 4.5.5, 9.1.2, 9.3.3,

SECTION

http://rube.asq.org/about-asq/how-we-do/pdf/s2.pdf

S 02.00 Revision A – 03/01/13 Section Maintenance

4.8.3, 4.9.3, 4.9.4

http://rube.asq.org/about-asq/how-we-do/pdf/s-04-00.pdf

S 04.00 Revision H – 11/03/16 Section Internal Controls and Financial Reporting

3.3.4.1, 3.6, 3.6.1, 3.6.2, 3.2.6.4

DIVISION

https://asq.org/about-asq/how-we-do-it/pnp-d

D 01.00 Revision A – 4/27/06 Division – Operations and Governance

4.5.3, 4.5.10,

D 04.00 Revision B – 05/05/01 Division Treasurer & Auditing Committee Guidelines

https://asq.org/about-asq/how-we-do-it/pnp-d

4.2.1.1

FINANCIAL

F 10.02 Revision M – 05/07/15 Membership Dues Allocation to Member Units

http://rube.asq.org/about-asq/how-we-do/pdf/f-10-02.pdf

3.1, 3.2.1, 3.4

GENERAL

G 42.00 Revision A – 5/02/1998 Joint Activities of Society and Member Units

http://rube.asq.org/about-asq/how-we-do/pdf/g-42-00.pdf

4.3.1, 4.3.2, 4.9.1, 4.9.2, 4.10

Overall summary and takeaways

Transformation aspires, among other things, to move the treasurer function from individual ASQ member units to connected centralized entities:
Based on current Transformation Proposals:

• Geographic Community Regional Centers (controlling Member Units: Sections, Sub-Sections, Student Branches)
• Market Segments (Controlling Member Units: Divisions, Technical Committees)

However this transformation conflicts with current clauses and provisions of ASQ bylaws and policies. Certain facts emerge:

• Member units reflect the organizational entities which ASQ members choose to affiliate and support with membership, voluntary involvement, in-kind donations, and their own personal reputations.
• Financial assets within the ASQ member units are Society property, and no individual member can make a claim on these assets.  When the Member Units are dissolved, funds or assets remain with the Society.
• Member Unit dues are collected by the society and disbursed to the member unit.
• Unless Member Units are dissolved, the assets remain within their financial stewardship, and ASQ is required to continue with monthly allotments based on the membership levels.
• Since Transformation jointly involves the Society and Member Units, explicit financial arrangements must be determined and agreed in advance by all affected

Sections

• Sections receive allotments and are required to maintain and make available the section operating budget to members and ASQ.
• Unless the section is dissolved, ASQ Financial Management can only have view access, or hold the funds until transfer to a new set of sectional leaders.

Divisions

• Divisions receive allotments, less any fees owed to the Society
• Only when the division is dissolved are the funds returned to the Society.  Otherwise the Division receives the allotments on a monthly basis.

Finance

• Member Units receive allocations per member according to ASQ policy F10.02.  This can be changed by vote of BoD.

• $18.25: Sections
• $9.00: Divisions and Forums
• $1.25: Section Affairs and Technical Communities Councils (SAC/TCC)

General

• Transformation activities could be governed using Joint Activities of Society and Member Units

• Fiscal arrangements (allocation of expenses, distribution of revenues, etc.) must be fixed n writing in advance, and discharged as agreed by the sponsoring groups.
• Financial reports must be communicated to members and must include income, expenses, income, assets, accounts payable, accounts receivable, liabilities.

• If the joint activity requires a variance to the Society budget, the Office of the President’s approval is required.

Summary by section

BYLAWS

http://rube.asq.org/about-asq/how-we-do/pdf/asq-bylaws-board-modified-2014_11_07.pdf

2.1.4. Groups of members may apply for recognition as Member Units of the society as specified in the Policies.

2.3.5 Members, voting and nonvoting, may not make any claims against, or have any rights or interests in, Society property.

3.4.4 No part of ASQ’s net earnings or assets shall accrue to the benefit of any private individual or other person having a personal and private interest in ASQ’s activities.

3.5.2 Financial reporting for the activities of all Member Units … rolled-up into a consolidated financial statement for the Society as a whole.

4.5.2 Any Member Unit dues are collected with Society dues, then disbursed to the Member Unit.

4.5.5 When a Member Unit is dissolved, any funds or assets remaining after discharge of all debts and obligation shall remain with the society.

9.1.2 Bylaws may be amended with a vote of at least three-quarters of the members present.

9.3.3 Amendments approved by the BoD shall be effective as determined by the BoD, and included in subsequent publications of the Bylaws.

SECTION

http://rube.asq.org/about-asq/how-we-do/pdf/s2.pdf

S 02.00 Revision A – 03/01/13 Section Maintenance

4.8.3 A portion of the annual membership dues paid to the Society by members affiliated with the section will be allocated and paid to the section for use as approved by the Leadership Committee, subject to section and Society governing policies.

4.9.3 The section will create an operating budget in conjunction with its preparation of the annual business plan. The section will make the section operating budget available to all members  in the same manner in which it makes the annual business plan available to members. The operating budget will serve as a planning document defining projected section expenses and revenues for the upcoming year.

4.9.4 The section will create an annual report that includes information regarding the section's membership numbers, financial performance, and progress toward annual goals as specified in the annual business plan. The annual report will contain membership numbers, including at a minimum, the total number of section members at the beginning and at the end of each fiscal year. Financial performance items detailed in the annual report will minimally include total revenue and expenses of this section for each fiscal year. The annual report will be provided to the Society upon the Society's request. The section will make such annual report (or a summary) available to all members in the same manner in which it makes the annual business plan available to members. The report need not be lengthy or exhaustive.

http://rube.asq.org/about-asq/how-we-do/pdf/s-04-00.pdf

S 04.00 Revision H – 11/03/16 Section Internal Controls and Financial Reporting

3.3.4.1 ASQ HQ collects annual dues from the members directly for the sections and remits monthly to each section treasurer for dues received during the previous month. Membership numbers and dues allotment totals are provided to the section on a monthly basis to those volunteers designated with access to the database. The section treasurer maintains the record of allotments received from dues.

3.6 The section shall provide access to all bank accounts and monetary instruments to ASQ Financial Management in the following manner;

3.6.1 For all sections ASQ Financial Management should have view access to these accounts. The purpose of this would be to cross check balances and reconcile reporting differences.

3.6.2 ASQ Financial Management representative shall be added as a signatory to all accounts if any of the following occur:

3.6.2.1 The Section is unable to identify to ASQ its Section Chair and Section Treasurer within 30 days after the start of their annual term;

3.6.2.2 The Section is unable to submit its annual Financial Report within 90 days of its due date; OR

3.6.2.3 The Section is unable to submit its Quarterly Financial Report within 90 days of its due date for two consecutive quarters.

3.6.2.4 The access to the account in this manner shall only be used in the following manners;

3.6.2.4.1 ASQ Financial Management to transfer ownership and access to a new set of sectional leaders.

3.6.2.4.2 Access to Society funds in the event of a dissolved section.

3.6.2.4.3 Access for reporting needs.

DIVISION

https://asq.org/about-asq/how-we-do-it/pnp-d

D 01.00 Revision A – 4/27/06 Division – Operations and Governance

4.5 Fiscal requirements

4.5.1 Division fiscal years will coincide with those of the Society.

4.5.2 Each Division will charge member dues as specified in Society policies and procedures. Changes to Division dues will be made in accordance with Society policies and procedures.

4.5.3 Division dues may be collected with Society dues and then disbursed to the Divisions. The Society will assess applicable fees for each collection as specified in applicable Society policies and procedures.

4.5.10 When a Division is dissolved, the dissolution will be in accordance with Society policies and procedures, and any funds or assets remaining after discharge of all debts and obligations will remain with and be transferred within the Society as determined by the Board of Directors.

D 04.00 Revision B – 05/05/01 Division Treasurer & Auditing Committee Guidelines

https://asq.org/about-asq/how-we-do-it/pnp-d

4.2 The division should maintain a sound financial management system that utilizes the following guidelines:

4.2.1 Receipts and collections

4.2.1.1 Headquarters collects annual dues from the members directly for the division and remits monthly to each division treasurer for dues received during the previous month.

FINANCIAL

F 10.02 Revision M – 05/07/15 Membership Dues Allocation to Member Units

http://rube.asq.org/about-asq/how-we-do/pdf/f-10-02.pdf

3.1 Allocation of Dues

3.1.1 Base allocation per paid member (excluding students) from annual established dues rate:

Member Community Use Amount
Section: Section Operations	$18.25
Section Affairs Council: SAC Fund (travel and special projects)	$ 1.25
Division: Division Operations	$ 9.00
Technical Communities Council: TCC Fund (travel and special projects)	$ 1.25
Forums: Forum Operations	$ 9.00

3.2 Change of Base Dues Allocations

3.2.1 Requests for changes to the base dues allocation amounts can be made to the BOD as part of the Society’s annual dues review in accordance with policy F 10.00.

GENERAL

G 42.00 Revision A – 5/02/1998 Joint Activities of Society and Member Units

http://rube.asq.org/about-asq/how-we-do/pdf/g-42-00.pdf

4.3 Society joint activities must comply with fiscal restrictions described below:

4.3.1 Allocation of expenses, distribution of excess revenues, and responsibility for deficits will be fixed in writing in advance of the joint program and will be discharged exactly as agreed by the sponsoring groups.

4.3.2 Joint programs will be closed with a fiscal report to the members. The financial report must be certified by the Auditing Committees of the sponsoring groups and must include:

4.3.2.1 An income and expense summary

4.3.2.2 Summary of any payments or income received made in advance

4.3.2.3 Accounts receivable

4.3.2.4 Current assets

4.3.2.5 Accounts payable

4.3.2.6 Current liabilities and balance sheet

4.3.3 Agreements will be completely discharged by the end of the Society fiscal year wherever possible. If it cannot be completed for the end of the fiscal year, a special auditing committee for the joint program will be formed to audit the end financial report and will be composed of one member of each sponsoring group. The committee will review the end financial report.

4.9 The Community Care manager will review:

4.9.1 Joint activity plans for compliance with requirements specified in the Society Bylaws, policies and procedures, and appropriate division and section bylaws within 10 business days.

4.9.2 MOUs for compliance with legal restrictions regarding the Society’s 501(c)(3) status and fit to basic model MOUs. Any MOUs that exceed the basic model may be submitted to legal counsel for review.

4.10 If participation in a joint activity requires a variance to the Society budget, Office of the President approval is required.