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DRAFT MINUTES 2015-2016 BOARD of GOVERNORS New York, NY April 14-15, 2016

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DRAFT MINUTES 2015-2016 BOARD of GOVERNORS New York, NY April 14-15, 2016 DRAFT MINUTES 2015-2016 BOARD OF GOVERNORS New York, NY April 14-15, 2016 ITEM 20. Call to Order 21. Adoption of Agenda 22. Announcements 23. Report on Closed Sessions 24. Discussion Items 25. Items for Receipt 26. Items for Action 27. Dates of Future Meetings 28. Contingency Time 29. Adjournment 2015-2016 Board of Governors April 14-15, 2016 Meeting Minutes Page 2 of 7 LIST OF APPENDICES I Strategy Update II Follow Up from International Visits III Discussion on Committee on Strategy & Planning IV Summary of the Market Environment V FY17 Aspirations and Retreat Discussion VI Insights from Executive Director/FY17 Outcomes VII Sector Management Committee Report VIII Pension Plan Contribution- Cash Transfer IX COFI Recommendation on Dues Adjustments X Proposed Appointments XI Deferred Compensation Plan Amendment 2015-2016 Board of Governors April 14-15, 2016 Meeting Minutes Page 3 of 7 DRAFT MINUTES 2015-2016 BOARD OF GOVERNORS New York, NY April 14-15, 2016 20. Call to Order: On April 14, 2016, a meeting of the Board of Governors of the American Society of Mechanical Engineers was held in New York, NY. A quorum being present, the meeting was called to order by the President at 3:15 PM ET. The meeting continued on Friday, April 15, 2016 at 8:00 AM ET. Attendance was as follows: Board of Governors President: Julio C. Guerrero Immediate Past President: J. Robert Sims President-Elect: K. Keith Roe Governors: Bryan Erler, Urmila Ghia, John E. Goossen, Caecilia Gotama, Sriram Somasundaram, Stacey Swisher Harnetty, Andrew C. Taylor, John M. Tuohy, William M. Worek Other Officers Senior Vice Presidents: Robert E. Grimes, Technical Events and Content Paul D. Stevenson, Student and Early Career Development Secretary and Treasurer: James Coaker Executive Director: Thomas G. Loughlin Assistant Secretary: John Delli Venneri Assistant Treasurer: William Garofalo Board of Governors Elect Mahantesh Hiremath Karen Ohland William J. Wepfer Senior Vice President Elect Richard Marboe Board Committee Chairs Victoria Rockwell Committee on Finance and Investment (COFI) Corporate Counsel John Sare 2015-2016 Board of Governors April 14-15, 2016 Meeting Minutes Page 4 of 7 Other Guests Leila Aboharb SECD, Community Development Team Kenneth Balkey ASME Foundation Board Member Emily Boyd PAO, Nominating Committee Piero Colonna TEC, IGTI Board Alejandro Dominguez S&C, Member, Subcommittee on B30 Standards in Spanish Marc Goldsmith Chair of VOLT, Past President (2012-2013) Mindy Grinnan PAO, Committee on Government Relations Emamul Haque BOG ECLIPSE Intern Tom Kurfess PAO, Committee on Government Relations Twishansh Mehta SECD, Community Development Committee Frank Michell TEC, Energy Conversion & Storage Segment Michele Miller Committee on Engineering Accreditation Manesh Nair S&C, ECLIPSE Intern to Council on S&C John Parker Past President (2000-2001) Dan Peters TEC, Energy Sources and Processing Segment Kyle Richter TEC, Petroleum Division Bernie Hrubala Past Governor Terry Shoup Past President (2006-2007, via phone) Derek Stack SECD, Community Development Team Tim Simpson TEC, Design, Materials and Manufacturing Segment Nathan Taylor SECD, Human Powered Vehicle Challenge Committee Briana Tomboulian PAO, Committee on Government Relations Mark Webster S&C, Board on Safety Codes and Standards Merya Zgheib SECD, Community Development Team Staff Ben Bahner Electronic Publishing, Editor William Berger Managing Director, Standards Keith Bloesch Managing Director, Financial and Project Reporting Clare Bruff Manager, Volunteer Leadership Development Peter Cestaro Director, Benefits & Payroll Paul Cleri Director, Technology Development Michael Cowan Director, Public Information Philip DiVietro Managing Director, Publishing Noha El-Ghobashy Associate Executive Director, Programs & Philanthropy Elena Gerstmann Deputy, Executive Operations John Falcioni Director, Editorial ME Magazine Nick Ferrari Director, Publishing Development & Media Sales Peter Hess Managing Director, Marketing Michael Ireland Associate Executive Director, Engineering John Koehr Managing Director, Technology Research & Business Development Michael Kreisberg Director, Membership Development Elio Manes Director, GPS Michael Merker Associate Executive Director, Standards & Certification Patrick O’Connell Managing Director, Information Technology Jackie Oppenheim Director, Training & Development Jeff Patterson Associate Executive Director, Marketing Sales 2015-2016 Board of Governors April 14-15, 2016 Meeting Minutes Page 5 of 7 Allian Pratt Project Director, Executive Office Laurel Raso Associate Executive Director, Human Resources & Facility Operations Luis Rodriguez Associate Executive Director, Technology Services Karen Russo Project Manager, Executive Office Svetlana Shaknes Director, Market Intelligence David Soukup Managing Director, Governance Elizabeth Sumpter Administrator, Board Operations Gemma Tansey Director, Special Projects Roger Torda Manager, Communication, Projects & Initiatives 21. Adoption of the Agenda: The Board VOTED: to adopt the agenda as circulated on April 1, 2016. 22. Announcements: The President welcomed all to the meeting and acknowledged Andrew Taylor for his efforts in becoming a Fellow. The President also announced that the Board will be participating in a self-assessment conducted by BoardSource. 23. Report on Closed Sessions President Guerrero reported on the following Closed Sessions of the Board: At the January 20-21, 2016 Closed Session, the Board o Was introduced to the Executive Management Team by Tom Loughlin o Heard the Board delegation leads discuss the international trip visits to China, India, and Latin America o Received information on the Trip Findings report o Received an update on Strategy o Received a report from Corporate Counsel At the February 11, 2016 Closed Session, the Board o Received FY16 Q2 Performance and Executive Director Update o Received EDESC Summary of ED performance in Q2 o Approved Mid-Year Executive Director Performance Review Letter o Received the Sector Management Committee Report o Received a report from Corporate Counsel o Received a report from the Committee on Honors on its Rules of Award o Approved the Minutes of the Board meeting on November 14, 2015 o Approved appointments recommended by the Committee on Organization and Rules o Approved By-Laws B4.2.2.4, and B5.2.5 for Second Reading o Approved New Society Policy P-15.13 o Approved Pension Plan Documents At the April 6, 2016 Closed Session, the Board 2015-2016 Board of Governors April 14-15, 2016 Meeting Minutes Page 6 of 7 o Approved actions on a legal issue At the April 14, 2016 Closed Session, the Board o Approved an HR item o Received FY16 Incentive Update and Year end-projections o Received a report on the FY17-19 Budget Targets o Discussed the Per Diem Allowance o Received an Audit Committee Update o Received the notice of the appointment of S&C SVP Candidate for 2017-2020 o Received a report from Corporate Counsel and General Counsel 24. Discussion Items: The Board VOTED: to move into open session, as if in the Committee of the Whole. The Board heard reports concerning and discussed the following items: Strategy Update by John Goossen and Michael Ireland (Agenda Appendix 2.3 and Minutes Appendix I); Follow up from International Visits by Julio Guerrero (Minutes Appendix II); Discussion on Committee on Strategy and Planning by Julio Guerrero (Minutes Appendix III); Sector Management Committee Report including IGTI and HT Division update by Keith Roe and Bobby Grimes (Agenda Appendix 4.1.1 and Minutes Appendix VII); Summary of the Market Environment by Jeff Patterson (Minutes Appendix IV); FY17 Aspirations and Retreat Discussion by Keith Roe (Minutes Appendix V); and Insights from Executive Director/FY17 Outcomes by Thomas Loughlin (Minutes Appendix VI). Following the close of the Discussion Items, the Board VOTED: to move into formal session. 25. Items for Receipt: The Board VOTED: to receive the following item: (1) Sector Management Committee Report (Agenda Appendix 4.1.1 and Minutes Appendix VII). 26. Items for Action: The Board VOTED: to approve the following items: (1) Pension Plan Contribution- Cash Transfer (Agenda Appendix 4.2.2 and Minutes Appendix VIII); (2) COFI Recommendation on Dues Adjustment (Agenda Appendix 4.2.3. and Minutes Appendix IX); (3) Proposed Appointments (Agenda Appendix 4.2.4.1 and Minutes Appendix X); (4) Deferred Compensation Plan Amendment (Agenda Appendix 4.2.5 and Minutes Appendix XI). 27. Dates of Future Meetings. The Board approved meeting dates and times as follows: DATE DAY TIME LOCATION 2015-2016 Board of Governors April 14-15, 2016 Meeting Minutes Page 7 of 7 June 6, 2016 (a) Monday 9:30 AM – 4:30 PM (ET) Louisville, KY June 8, 2016 (b) Wednesday 10:00 AM – 3:00 PM (ET) Louisville, KY September 8, 2016 (b) Thursday 1:00 PM – 5:00 PM (ET) New York, NY September 9, 2016 (b) Friday 8:00 AM – 1:00 PM (ET) New York, NY November 12, 2016 (b) Friday 8:30 AM – 4:30 PM (MT) Phoenix, AZ February 9, 2017 (b) Thursday 12:00 PM – 2:00 PM (ET) Web conference April 20, 2017 (b) Thursday 1:00 PM – 5:00 PM (ET) New York, NY April 21, 2017 (b) Friday 8:00 AM – 1:00 PM (ET) New York, NY (a) 2015-2016 Board of Governors (b) 2016-2017 Board of Governors 28. Contingency Time: The Board discussed training, validation of software, and integrating standards into the engineering curriculum. 29. Adjournment: The meeting was adjourned on Friday, April 15, 2016 at 11:45 AM ET. ____________________________________ James Coaker Secretary Minutes Appendix
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