GEORGIA MUNICIPAL SERVICE PROVIDERS ASSOCIATION

1. GEORGIA MUNICIPAL SERVICE PROVIDERS ASSOCIATION BOARD OF DIRECTORS SEMINAR AND ASSOCIATION REVIEW TBILISI, GEORGIA JULY 29, 2009

2. MSPA AGENDA • AGENDA   • Welcome and introductions • Description of the Assessment Project • “Best practices” in association governance • Mission and Values Discussion • Focus Group Results • Administrative and Management Recommendations • Programs, Structure and Strategic Directions • Business Meeting for MSPA

3. World Learning/Georgia, FORECAST Program :Assessment and Technical Assistance at the Municipal Service Providers Association and the Municipal Finance Officers Association FUNDED BY USAID

4. CONSULTANTS Elissa Matulis Myers, CAE Richard F. Dorman, CAE Combined Experience of 71 years Experience in Association Management In collaboration with World Learning Georgia & Partners Georgia Government Financial Officers Association (US)

5. DURATION OF THE PROJECT – PHASE ONE • 60 hours in June (time provided pro bono by consultants) • On-site July 4 through July 31 (25 days) • Interim “trial reports” July 29/July 30 • Final Report delivered August 15

6. Goal of the Project The goal of the activity is to define management and programming gaps at the MSPA and MFOA, to provide technical assistance to strategically plan for and address those gaps, and to recommend additional future activities to address priority performance shortcomings/gaps.

7. Objectives of the Project • To define the demand for associations’ products and services; • To increase institutional and technical capacities of the MSPA to understand and meet that demand; • To develop recommendations on the associations’ advocacy strategy; • To develop recommendations on the marketing strategy; • To develop the draft communication and outreach campaign; • To develop recommendations on the support services strategy; • To outline primary set of the associations’ “core” products.

8. ASSOCIATIONS: A GREAT AMERICAN TRADITION • “Americans have an unusual propensity to associate” – de Tocqueville • 1.4 million associations in the US • Average American belongs to 4 • 1 in 4 “heads in hotel beds” are attending an association event • 1 in 3 airline tickets are used to go to an association event

9. GEORGIA IS BUILDING A GREAT TRADITION OF ITS OWN An association is NOT an NGO. It’s isn’t made up of people from the outside, it comes from within a society – it is GEORGIANS HELPING GEORGIANS It is IT IS GEORGIANS WORKING WITH OTHER GEORGIANS TO ACHIEVE COMMON OBJECTIVES THAT ARE IMPORTANT TO GEORGIA

10. 3 ASSOCIATIONS WORKING TO STRENGTHEN LOCAL GOVERNMENT IN GEORGIA • Municipal Service Providers Association • Municipal Finance Officers Association • National Association of Local Authorities

11. MSPA GEORGIA LOCAL GOVERNMENT & CITIZENS MFOA NALA 3 ASSOCIATIONS:ONE COMMON INTEREST

12. National Association ofLocal Authorities Mission: “NALA aims at advocating the interests of its members self-governance bodies and to facilitate the implementation of European charter of Local self governance in Georgia.” Directions: 1. Advocacy & Lobbying 2. Consultations and technical assistance NALA’s focus is on the way that laws get made and administered, and on how the government works in Georgia

13. Municipal Finance Officers Association Mission: To represent the interests of financial officers working in cities, municipalities, and at the national level, through education and advocacy. To improve citizen involvement and awareness in the financial affairs of local government

14. Municipal Finance Officers Association GOALS • Liaison between central and local government • Advocacy • Education & Certification • Communication • Collect and disseminate info on best practices from within Georgia and around the world • Promote citizen involvement • Increase financial independence and local discretion through early planning • Offer modern financial management tools

15. Municipal Finance Officers Association MFOA’s focus is on how government financial resources are collected, managed, accounted for, and distributed. It strives for excellence in financial management practices. And it is committed to transparency and citizen involvement in the financial process

16. MUNICIPAL SERVICE PROVIDERS ASSOCIATION Mission: “Unites the local government employees, heads of municipal services, municipality council members, and others who are directly involved in local policy making and execution and promotes development of good governance and democracy on national, regional, and local levels of Georgian Governance.” Goals: • Improve transparency and accountability of the public sector • Increase professionalism of municipal government staff

17. MUNICIPAL SERVICE PROVIDERS ASSOCIATION Objectives: • Advocacy: Act as a liaison between central and local governments; lobby on behalf of local government interests and promote citizen involvement • Education and professionalism : training for municipal employees, creating a network for the exchange of information; promoting use of modern management tools and techniques • Research: Identify and disseminate best practices within Georgia and around the world.

18. MUNICIPAL SERVICE PROVIDERS ASSOCIATION MSPA helps member municipalities and cities address the substance of the issues they are grappling with: • Waste Management • Unemployment • Attracting International Investment • Good Landfill management • Beautification of cities/cultural enrichment • Tourism development • Safe and sufficient water • And more….

19. MUNICIPAL SERVICE PROVIDERS ASSOCIATION MSPA serves as the voice of the municipalities and cities to the national government to ensure that their concerns and realities are considered in forming national law… AND MSPA communicates to local governments information on new laws, regulations, and actions of the national government, and provides support to help them come in to compliance.

20. How associations makethings happen Associations work when a community of people with similar interests come together to collectively change or influence current reality. The extent to which an association can have an impact will depend on the resource (money and volunteer time and effort) available to it. Long-term sustainable success for an association depends on the willingness of the MEMBERS to fund its work and volunteer to provide strategic direction – and sometimes tactical implementation

21. A TRADITION OF VOLUNTEERISM Volunteer involvement is critical to the success of any association. In fact, it’s one of the distinguishing characteristics of a voluntary not-for-profit membership organization. A corporation must rely on tangible rewards – a paycheck or stock options – to get its work done. Association volunteers work without pay out of common interest in the mission.

22. THE POWER OF AN ASSOCIATION COMES FROM WITHIN THE ASSOCIATION – AND NOT FROM THE OUTSIDE

23. GREAT DIRECTORS: • Show up – mentally and physically • Listen and give a fair hearing to dissenting or new ideas • Speak their minds – concisely, honestly • Trust their fellow board members and learn to work as a team • Come to meetings prepared • Understand the “rules of engagement”

24. Inurement In fact, most voluntary membership associations in the United States are tax-exempt, meaning that they don’t have to pay the federal corporate income tax that for-profit companies do -- at least not on income derived from activities related to their core purpose. This is also true in Georgia. The Municipal Service Providers Association has filed for and received exemption from Georgian National Corporate Tax.

25. Inurement…continued A Condition of the Tax Exemption is that NOTHING can inure to the profit of any one member – or in other words, no member can directly share in the income of AMA. Staff can be paid. Members can be reimbursed for reasonable related out of pocket expenses. But there can be no profit sharing.

26. VOLUNTEER LEADERS Volunteers get tapped for leadership by demonstrating leadership: • Showing interest in Good Governance • Showing a willingness to serve • Showing the ability to serve – time, resources • Having knowledge or skill to contribute • Being ethical and cooperative and reliable • Using good communication skills

27. No Inurement, but Leadership has its benefits Volunteer leaders:  • Increase their leadership skills through participation on committees and work groups; • Increase knowledge and competencies through networking with other knowledgeable peers; and • Have the ability to enhance their careers and standing in their communities

28. And best of all… Volunteer leaders have the satisfaction of positively impacting a mission that they care about Great associations make a positive difference

29. ASSOCIATION BYLAWS • In order to work together efficiently, the members of associations begin by agreeing on the details of • How decisions will be made, and by whom, • And on how work will be accomplished, and by whom.

30. The Bylaws or “Charter” • Organizations are required to file their charter with the Georgian Department of Taxation • The document describes what the organization will do, how it will be governed and how it will operate. BUT… The Charter is more than a “government filing”… it is the agreement between the members and the board of how they will do business, and should be a frequently read and referred-to document.

31. The Charter includes: • Statement of Purpose • Qualifications for membership • Forms of membership • Dues Structure (but not amount) • Rules for filling vacancies in elective offices • List of offices, terms, power, duties, as well as defining the role of the CEO • Quorum provisions

32. The charter should also include: • General meeting requirements of members and board • Voting qualifications & procedures, and proxies • Standing Committee Descriptions • Convention and Assembly rules • Designation of a corporate seal • Accounting and fiscal details • Bookkeeping and reporting procedures • Amendment and dissolution procedures

33. MSPA’S BYLAWS MSPA’S Bylaws Document is called The Charter of the Georgian Municipal Service Providers Association

34. MSPA CHARTER This is the primary reference document outlining the major, over-arching policies of MSPA. Most of these rules can be changed, but ONLY BY THE VOTE OF THE GENERAL ASSEMBLY OF THE ASSOCIATION. Two-thirds of the members of the association who choose to vote have to vote in favor of any amendment.

35. MSPA CHARTER Most of the Charter can be changed by affirmative vote of 2/3rds of the members voting – but the objectives of the association, contained in article 2, can only be modified by a vote of 4/5’s of the members voting. • A notice of the membership meeting must be sent in writing twenty days before each meeting • The notice must contain a clear explanation of what the members will be asked to vote on • Members can vote in person or by sending a written vote to the association (proxy)

36. MSPA CHARTER- MEMBERSHIP Article 3.1 of the Charter defines membership as: “Persons eligible for active membership shall be those officials having responsibility in anyy aspect of furntion of municipal service or provides as well as other elected or appointed public officials in any unit of local government.” As this is written, membership in the association is defined as individuals. In fact, Article 3.2 states that: “Membership can’t be transferred to or inherited by other persons.”

37. MSPA CHARTER- MEMBERSHIP The dues structure of the association is not defined in the charter, nor should it be. Current MSPA dues structure is: 2 tetras per capita for each citizen of a municipality or city with a population of less than 100,000 1 tetra per capita for each citizen of a municipality or city with a population of more than 100,000 This implies that the members are the municipalities and cities and NOT individuals, as stated in the charter

38. MSPA CHARTER- MEMBERSHIP Observations: • If the population of Georgia was 4,200,000 citizens, and even if every municipality and city paid the 2 tetra rate in dues to MSPA, total dues revenue would be 84,000 GEL – not very much money – not enough to autonomously sustain an association with the mission of MSPA

39. MSPA CHARTER- MEMBERSHIP Observations: • Dues not enough • If Municipalities and cities are paying the dues, why can’t they assign a new representative if they choose to do so. • If more than one individual from a municipality want to join MSPA, do they also have to pay 1 or 2 tetras per capita? This is not practical.

40. MSPA MEMBERSHIP RECOMMENDATION ONE • Revise the charter to show municipality as primary member with one representative of its choice, and create a structure that allows additional employees of member municipalities to join for an individual reasonable rate. Structural Concept: CITY/MUNI POP RATE # OF REPS GEL FOR EXTRA <50,000 2 tetras 1 150 Lari 50,000-100,000 2 tetras 2 150 Lari 100,00o-500,0o0 2 tetras 3 150 Lari > 500,000 2 tetras 4 150 Lari

41. MSPA MEMBERSHIP RECOMMENDATION TWO Create within MSPA “Special Interest Groups” – SIGS (combination of topical and functional) -- CONCEPT * Mayors/Gamgebelis/city manager/chair of Sakrebulo * Heads of Economic Development & Infrastructure * Heads of Public Relations & Media * Waste Management * Water management * Education/culture/tourism/sports * Health care * Others…

42. MSPA MEMBERSHIP RECOMMENDATION THREE • CONSIDER TIMING OF DUES COLLECTION – CONSIDER “MEMBERSHIP YEAR” TO BE BASED ON ANNIVERSARY DATE OF JOINING RATHER THAN ON CALENDAR YEAR –SO THAT MONEY FLOWS THROUGHOUT THE YEAR. • USE DEFERRED ACCOUNTING FOR MEMBERSHIP FUNDS SO THAT “DUES ARE SPENT WHEN THEY ARE EARNED AND NOT SOONER… DUES MOVE FROM BALANCE SHEET TO INCOME AS EARNED.

43. MSPA CHARTER:GENERAL ASSEMBLY All authority resides in the hands of the members. Always. BUT… As it is impractical for all members to participate in every decision and act, the General Assembly typically delegates certain specific responsibilities to the Board. AND Even though they have “delegated” some authority, they can always reverse or over-rule the decisions and actions of those to whom they delegated authority

44. MSPA CHARTER:GENERAL ASSEMBLY ARTICLE 5: • Elects the board • Must be convened at least once a year • May modify or amend the bylaws (charter) • Appoints and dismisses the chairperson of the board • Expels members for cause • Approves the budget of the association • Defines the amount of the fee paid by the members • Establishes, reorganizes, and shuts down branches of the association

45. MSPA CHARTER:GENERAL ASSEMBLY ARTICLE 5: • Elects the board • Must be convened at least once a year • May modify or amend the bylaws (charter) • Appoints and dismisses the chairperson of the board • Expels members for cause • Approves the budget of the association • Defines the amount of the fee paid by the members • Establishes, reorganizes, and shuts down branches of the association

46. MSPA CHARTER:GENERAL ASSEMBLY All authority resides in the hands of the members. Always. BUT… As it is impractical for all members to participate in every decision and act, the General Assembly typically delegates certain specific responsibilities to the Board. AND Even though they have “delegated” some authority, they can always reverse or over-rule the decisions and actions of those to whom they delegated authority

47. MSPA GENERAL ASSEMBLYRecommendations • The general assembly should elect the Board. The Board should elect its chairman from within it’s members – and only the Board should vote to expel the Chairman or other Board members. • The general assembly should approve the Dues Structure, but the Board should set the Dues amount. • “Establishes, reorganizes, and shuts down branches of the association” sounds like an executive or administrative decision that should be made by the executive director or the Board. • Responsibility for the approval of the budget is typically a board function. The process of developing the budget should take into account member input, and should be transparent, and performance against the budget should be provided to members annually • The members aren’t forfeiting control with this delegation – they retain the right to change the rules of the road at any time.

48. Board Policies In addition to the Bylaws or Code of Regulations, most associations have additional Policies – contained in a document called a Board Policy Manual. Board Policies are of two types: • Policies governing association operations • Policies expressing positions on external affairs (i.e. Government Affairs Policies) Board Policies are rules that the Board has the power to change at any time, and are more specific and detailed, generally, than the provisions in the charter.

49. Board Policies (continued) Policies represent a decision or group of decisions about a question or issue that recurs often. By establishing a “policy” the Board can delegate the handling of these recurring issues, knowing that they are being handled as the Board would want them to be. Others can act for the Board, as the Board would want them to act.

50. Examples of Policies Governing Association Operations • Policy on Conflict of Interest • Director Expense Reimbursement • Articles or Statements by Directors • Sexual Harassment • Email Policy, Correspondence Policy • Corporate Logo Usage Policy