Corporate Advisory Panel Information

CAP Newsletter (November 2022)

Intent and Purposes of the NGAUS Corporate Advisory Panel (CAP)

Purpose:  To provide guidelines for conduct of the NGAUS Corporate Advisory Panel (CAP), as mandated by Article 3 of the NGAUS Bylaws and further, to define duties and advisory responsibilities of the elected and appointed positions within the Panel.

Goal:  To foster National Guard Association of the United States (NGAUS) and corporate member relationships, thus supporting their mutual goal of enhancing and promoting modernization and readiness of the Army National Guard (ARNG) and Air National Guard (ANG).

Panel Membership and Meetings

This Panel will meet four (4) times per year, at a minimum; 1) during the annual National Guard Executive Directors Association (NGEDA) Conference (Jan); 2) during the Summer Adjutants General Association of the US (AGAUS) Conference (Jun); 3) during the annual NGAUS General Conference (Aug/Sep); and 4), in conjunction with the annual NGAUS Industry/Corporate Members Day (Dec), 3), . In the event that any of the scheduled meetings are cancelled for reasons beyond the CAP control, the panel will meet, preferably in person, as necessary to ensure the goals are met for corporate member representation.

A minimum of 50% of the designated corporate advisory panel member representatives must be present to establish a quorum for any formal CAP meeting.

The CAP may also meet at other times as determined by the NGAUS President, AGAUS President, or the CAP Chairperson. For each meeting, except in conjunction with NGAUS Industry/Corporate Members Day, the CAP will conduct a meeting which will be open to NGAUS corporate members and may conduct an executive session open only to current CAP Members. The Chairperson will determine the time to be allotted for each meeting.

In addition, in circumstances wherein a matter of CAP purview or concern arises between any of the four formal CAP meetings, and the Chairperson determines that a quorum discussion and vote is required, the Chair may initiate an electronic discussion and vote. In such cases, this “virtual voting” decision will carry the same weight as at formal CAP meetings.

The CAP shall consist of no more than fifteen (15) elected representatives from the corporate membership. To qualify as a CAP representative, the company/service agency being represented must have been a corporate member of NGAUS for at least one year prior to their representative’s nomination, and continue NGAUS membership throughout their CAP representative’s incumbency.

 The elected CAP representatives shall serve a three (3) year term. The nominations/election process will be designed so that no more than 1/3rd of the terms shall expire in any given year.

The CAP will include representatives drawn from a cross-section of corporate members and service agencies which have professional associations with NGAUS, AGAUS and NGEDA. To meet that profile, the Panel shall always include representation in proportion to the membership demographics of NGAUS from the following NGAUS corporate membership categories:

1) Large Business: Companies with more than $500M/year in DoD business

2) Medium Business: Companies with less than $500M/year but more than $25M year in DoD business.

3) Smaller Business: Companies with less than $25M/year in DoD business.

The desire of the CAP will be to maintain a reasonable mix of member affiliations with both the ARNG and the ANG, but ultimately rely on the NGAUS Corporate voting members to help maintain that balance.

CAP Leadership and Nominations/Election Process

The CAP will be led by a Chairperson. The Vice-Chairperson will be considered as the “Chairperson designate” although this could be modified upon majority CAP vote if circumstances dictate. The Chairperson will serve a maximum of two years’ service in that capacity. The Past Chairperson will continue to serve on the CAP as ex-officio, non-voting member, for the purpose of, maintaining continuity for a period of two years.

A Vice-Chairperson will be selected, by a simple majority CAP vote, to serve as primary deputy to the Chairperson. The Vice-Chairperson will be first in line of succession if the Chairperson becomes unable to fulfill the elected term.  Additionally, if constituted, the Vice-Chairperson should normally serve as the Conference Committee Chair to provide the best opportunity for CAP continuity.

At the discretion of the CAP Chairperson and Panel, a Secretary and Membership Chair may be selected (by majority CAP vote). These are not mandatory CAP positions. When a Secretary and Membership Chair are selected, the term of service will be for two years.  Additionally, if constituted, the Secretary should normally serve as the Communication Committee Chair due to the nature and duties between the Secretary and Communications Committee responsibilities. 

Additionally, the Chairperson may appoint CAP Liaisons to 1) the AGAUS, 2) NGEDA, and 3) The Enlisted Association of National Guard of the United States (EANGUS), and to selected NGAUS and AGAUS related conferences.

Ad Hoc or Standing committees may be constituted, upon a simple majority vote of the Panel representatives.  These committees may include, but not limited to Membership, Conferences, Communications, Resolutions and Education

The Membership Chairperson will manage and foster NGAUS corporate member relationships as well as assure all CAP representation issues are handled in a fair and equitable manner. The Membership Chairperson will also preside over the Nominating Committee, if one is constituted (not mandatory). The sole responsibility of the Chairperson, and Nominating Committee, is to establish and manage an equitable process for nomination and election of new corporate member representatives for the 15 rotating seats on the CAP.

Nominations: Nominations for new CAP representative positions will be solicited, in all of the three general membership categories outlined above. The “window” for new CAP nominations from NGAUS corporate members is generally between 15 June – 31 July each year, to ensure an adequate time-frame for applicants to apply, while also ensuring that nominations are closed approximately one month prior to the annual NGAUS election meeting. Incumbent CAP representatives whose terms are expiring will not be eligible for nomination to another CAP term for at least a one-year period. Incumbent members selected to CAP leadership positions will have their current membership extended to complete the two-year term of the office as required.

Elections: The annual NGAUS Conference (usually held in late August to mid-September each year) will serve as the meeting for selection of new CAP representatives. The electorate will consist of NGAUS corporate member representatives (one vote per company) as determined and verified by the attending NGAUS representative. A ballot and all the self-nominating biographies will be sent to the eligible corporate member representatives in August after the nominations are closed.

Voting will be conducted either by electronic ballot or hard copy prior to the end of the NGAUS Conference by the corporate member representative from each corporate partner, and will be managed by the CAP Membership Chairperson, The counting and validation will be accomplished by two standing CAP representatives, and one NGAUS representative after the NGAUS Conference is closed. For each membership category (large/medium/small) an alternate will be identified from the second place nominee in each category to assist in retaining the desired CAP membership for the entire year should a mid-term replacement be required. The alternate will serve the remainder of the term.

The Chair will notify newly elected candidates after the NGAUS Conference.  Additionally, names of the newly elected CAP members will be announced at the NGAUS Industry/Corporate Members Day in December and the President of NGAUS will induct the new members at that meeting. In the event that the NGAUS Industry Day/Corporate Member Day is not held, the new term will begin on January 1st after the NGAUS Conference election process.

Panel Mid-Term Replacements

There are occasions when a CAP representative cannot fill their entire term due to personal reasons, loss of company membership with NGAUS, or change of employment from the company originally elected. In the event an elected CAP representative is unable to fill their entire term of office, the alternate identified in the same category (small, medium, large) during the most recent election may be offered the opportunity to fill the created vacancy.  If more than one position in any category is vacated before the end of a full term, or no alternate is available, the CAP may decide to leave the slot vacant until the next scheduled election or conduct a special election. 

If another company acquires a CAP member’s company, that member may remain on the CAP as long as the new company maintains NGAUS corporate membership.

In the event an elected CAP representative fails to attend three (3) consecutive Panel meetings, or fails to respond to the Chairperson’s request for Panel member inputs regarding CAP matters (including responses to any email-based electronic participation called by the Chairperson), the Panel may revoke that person’s CAP membership, subject to a simple majority vote of the CAP.

In event the Chairperson has to step down before their two year term is complete, the Vice-Chairperson will normally ascend into the position to fulfill that term, upon CAP Panel approval. In that event, the replacement Chairperson may also be eligible, upon majority vote of the CAP, to complete another full two year term as Chairperson after their replacement term period.

Duties and Responsibilities

The CAP duties and responsibilities will encompass a broad charter to foster NGAUS corporate member relationships, and include:

1. Serve as a standing forum for corporate panel representatives to formally address common issues and concerns to the NGAUS, AGAUS, and NGEDA leadership and staffs.

2. Serve NGAUS/AGAUS/NGEDA as a formal means of addressing association and/or National Guard issues and concerns to corporate representatives.

3. Serve as a liaison for corporate members to more fully participate in the planning and execution of the many conferences wherein the associations and corporate members interact throughout the year. 

4. Research, analyze, debate, formalize and recommend means by which NGAUS and corporate members can better maximize the mutual efforts of both in the legislative process.

5. Mutually explore optimum NGAUS/AGAUS/NGEDA corporate member relationships concerning corporate memberships, sponsorships, and contributions and fees to ensure all revenue producing initiatives for corporate member participation in Association conferences, receptions, dinners, and other activities are reasonable and customary.
    
6. Ensure that the CAP as an entity, nor any individual member of the CAP, may act as an agent, representative or spokesperson for the NGAUS, the AGAUS or NGEDA, for any purpose.      
    
7. Ethics statement:  CAP representatives should maintain the highest level of ethical responsibility in service to the NGAUS Corporate Member community.  The CAP should remain focused on adding value to the NGAUS Corporate Member experience and should avoid using their position on the CAP to acquire or increase business for their individual company.  Any CAP member to be in violation of this statement may be removed subject to a 2/3 vote of the Panel, upon approval of the NGAUS president.

CAP Representative’s On-Going Interfaces With Industry

As the primary goal of the CAP is to foster NGAUS and corporate member relationships, it is paramount that the selected CAP representatives promote an active and ongoing dialogue with their corporate member counterparts. Much of this interface will be accomplished through the normal NGAUS channels already in place and functioning (conference correspondence, NGAUS exhibitor meetings, NGAUS briefings to corporate members, NGAUS magazine articles, “Industry/Corporate Members Day,” etc.).

Additionally, and very importantly, a CAP corporate members meeting, open to attendance by corporate members, will be conducted at the three major annual forums (NGAUS Conference, NGEDA Conference, and Summer AGAUS Conference). In the event that any of the scheduled meetings are cancelled for reasons beyond the CAP control, the open meeting will also be cancelled.   If the three organizations hold conferences virtually, the CAP should plan virtual meetings concurrently with the virtual conferences. 

The purpose of this CAP corporate members meeting will be to:

1. Enable the CAP leadership to update all corporate representatives on the status of previous issues brought forward from corporate members to NGAUS
    
2. Enable any corporate representative to bring forth new issues to the CAP that they feel should be brought before the attention of NGAUS, AGAUS and/or NGEDA.

Note: Revision 10: 01 September 2021

(Revision 2: 7 March 1997)
(Revision 3: 5 September 1998)
(Revision 4: 25 January 00)
(Revision 5: 10 January 2006)
(Revision 6: 26 January 2009)
(Revision 7: 23 February 2011)
(Revision 8: 2 February 2015)
(Revision 9: 30 April 2015)
(Revision 10: 01 September 2021)