1420 King Street, Alexandria, Virginia 22314 703-684-2800 nspe.org

NSPE Vision: NSPE is a member-centric, nimble, future-focused and responsive organization, serving as the

recognized voice and advocate of licensed Professional Engineers.

NSPE Mission: NSPE, in partnership with the State Societies, is the organization of licensed Professional

Engineers (PEs) and Engineering Interns (EIs). NSPE, in partnership with the State Societies, serves as the

recognized and authoritative expert in licensure, ethics and professional practice; promotes licensure and

assists individuals in becoming licensed; and protects and enhances the value of licensure and the

opportunities for the licensed engineer.

FINAL DRAFT – 2/5/18

M I N U T E S NSPE Board of Directors Conference Call

January 24, 2018

2017-18 NSPE BOARD OF DIRECTORS IN ATTENDANCE (unless noted)

President Thomas C. Roberts, P.E., F.NSPE

President-elect Michael E. Aitken, P.E., F.NSPE

Vice President David P. Martini, P.E., F.NSPE (Absent)

Immediate Past President Kodi Jean Verhalen, P.E., F.NSPE, Esq.

Treasurer Brian H. Armstrong, P.E., F.NSPE

Director, Central Region Claude H. Hurley, P.E., F.NSPE

Director, North Central Region Gary Strack, P.E., SECB

Director, Northeast Region Kenneth R. Skinger, P.E., Esq., F.NSPE

Director, Southeast Region Shannon D. Looney, P.E.

Director, Southwest Region Tricia H. Hatley, P.E., F.NSPE

Director, Western & Pacific Region Gregory O. Latreille, P.E.

Director, Interest Group Neerali J. Desai, P.E.

Director, Interest Group Carlos Gittens, P.E., F.NSPE

Director, Membership at Large J. Kevin Cooper, P.E., F.NSPE

Educational Foundation President Eric L. West, P.E., F.NSPE

SSEC President Trish Smith, CAE

Director, Young Engineer August “Gus” R. Boschert, P.E., PMP

NICET Chairman Thomas J. Frericks, Jr., CT

Executive Director & Secretary Mark J. Golden, FASAE, CAE

Item 2.1 Attachment

01/24/18 NSPE Board of Directors Meeting Minutes – pg. 2

1. CALL TO ORDER/REVIEW AND APPROVAL OF AGENDA. The meeting was called to order at 12:00 noon, Eastern. All Board members were in attendance except Martini, who was travelling on NSPE business. A quorum was present. Also in attendance was NSPE Past President/Autonomous Vehicles Task Force Chairman Timothy R. Austin, P.E., F.NSPE and NSPE Staff members Arthur E. Schwartz, CAE; Wendel Stewart, CAE; Kimberly A. Granados, CAE; Arielle Eiser; and Mary Ann Cannon.

2. CONSENT AGENDA (Attachment) 2.1 Approval of Minutes: December 27, 2017 Conference Call Meeting

(Attachment)

018-001 It was moved and seconded that the NSPE Board of Directors approve the Consent Agenda as presented. CARRIED.

3. MAIN AGENDA. 3.1 Formal Board Proposal to House of Delegates of Bylaws Amendments to

Implement the New Membership Business Model (Golden) (Action Matrix 1.2) – Motion 1, 2, 3, and 4 – Golden summarized issues raised and changes made to the proposed NSPE Bylaws amendment since the working drafts circulation to national and state leaders in November 2017. This included language changes and additions based on national and state leadership input; the process for selecting HoD delegates from non-integrated states (to be addressed in a new OP); definition of Retired Members; and suggested changes to the Graduate Member grade. Golden highlighted the proposed schedule for providing official notice to the NSPE House of Delegates and the process for HoD deliberation and vote. There was extended discussion of these matters. (Attachment)

018-002 It was moved and seconded that the NSPE Board of Directors approve Motion 1, 2,

and 4 as presented in the issue paper:

1. The NSPE Board of Directors approves the previously distributed Discussion Draft of bylaws amendments (including modifications based on state leader input) [Attachment 1] for formal submission to the NSPE House of Delegates;

2. The NSPE Board of Directors approves the proposed timeline and process

for House of Delegates action on Bylaws amendments (Attachment 4); 4. The NSPE Board of Directors directs that a task force of state and national

leaders be convened to develop consensus and propose amendments unrelated to the House of Delegates July 22, 2017, mandate for consideration by the House of Delegates under regular order at the next or a future General Assembly.

CARRIED.

01/24/18 NSPE Board of Directors Meeting Minutes – pg. 3

018-003 It was moved and seconded that the NSPE Board of Directors approve Motion 3,

MOTION FAILED. 018-004 It was moved and seconded that the NSPE Board of Directors approve Motion 3 with

the striking of the word “or” and the striking of Section 2 from Motion 3 (“By a vote of the board of directors of the Non-Integrated Affiliated State Society representing the state, provided that at least 2/3rds of the voting members of the Non-Integrated Affiliated State Society board of directors are current NSPE (national) members.”):

3. The NSPE Board of Directors provisionally approves the proposed Operating

Procedure (Attached) for “Selection of Delegates to the NSPE House of Delegates in States Not Represented by Integrated Affiliated State Societies;”

CARRIED. The OP is included in these minutes as Attachment 1, and will take effect upon approval of the amendments to NSPE Bylaws implementing the new membership business model.

3.2 Modification of the Electronic Voting Procedure (Operating Policy 7.6) [Action Matrix A.1] ─ Golden briefed the board on the existing language in OP 7.6 and noted that it has proven to be confusing and difficult in past efforts to administer in an electronic vote.

018-005 It was moved and seconded that the NSPE Board of Directors approve Board Agenda

Item 3.2 to amend Operating Procedure 7.6, Section 4(c) to read as follows:

“Two or more members of the voting body may file a non-debatable motion to follow standard voting procedures rather than electronic voting. This motion shall be made through an e-mail to the chair of the voting body, calling for the change in voting process. Upon receipt of such a motion, supported by two or more members of the voting body, the chair shall immediately suspend further electronic discussion of the matter before the voting body and provide an immediate, electronic ballot of the voting members of the body on the procedural motion. A simple majority shall be sufficient to approve this procedural motion.”

CARRIED.

The OP as amended is included in these minutes as Attachment 2.

4. STATUS REPORT/UPDATE: FUTURE OF PROFESSIONAL ENGINEERING TASK FORCE (Stodola) (Action Matrix 2.4). In Future of Professional Engineering Task Force Chairman Stodola’s absence, Verhalen reviewed the written report (provided in the meeting materials) on the work of the FOPE Task Force Report, including the March

01/24/18 NSPE Board of Directors Meeting Minutes – pg. 4

2017 report, PowerPoint presentation from July 2017, Deliverables Outline including Issue Papers, and draft October 2017 Future of the Professional Engineer Task Force charges. Among the key task force issues have included (1) ongoing attacks on engineering licensure and (2) maintaining engineering competency with the speed of technological change. Roberts reported that he and others from NSPE will be attending a separate upcoming Future of the Profession meeting in Omaha, NE.

5. STATUS REPORT/UPDATE: AUTONOMOUS VEHICLES TASK FORCE (Austin) (Action

Matrix 2.2). Austin reviewed the written report (provided in the meeting materials) on the work of the NSPE A/V Task Force, including the role of PEs in the development of autonomous vehicles, process participation, key personnel, software coding, sensors, and other issues. Austin noted that the Task Force concluded that it was not successful in identifying PEs who were closely involved in the process. Austin referred to the Vehicle Safety Guidelines prepared by the Task Force for public regulators at the state and federal level.

6. STATUS REPORT/UPDATE: ACTIVATING NEW PROFESSIONAL/INTEREST GROUP

COMMUNITIES (Boschert) (Action Matrix 4.1). Boschert reviewed the written report (provided in the meeting materials) on launching the New Professional/Interest Group Communities and described the goals of the Communities. Among the actions taken included identifying appropriate metrics, engaging the members of the Communities, growing the Communities and development of rubrics for when a new Community should be formed—incentivizing participation in Communities. There was general discussion concerning ways to support engineering students to take the FE examination/FE Prep and the increased dialogue civility in the Communities.

7. STATUS REPORT/UPDATE: 2018 PE CONFERENCE PLANNING (Aitken) (Action Matrix

3.2). Aitken reviewed the written report (provided in the meeting materials) on the PE Conference Task Force chaired by Kevin Cooper. There will be 4 learning tracks and 1 governance track. Speakers have been confirmed. Among the issues to be highlighted include such topics as leadership, risk management, energy, and sustainability. There will also be a dam safety program. Among event options include evening Golf Link, bowling, and a Ferris Wheel. A “Welcome to Las Vegas” reception will occur early in the week and includes exhibitor table tops. There will also be a voluntary leadership development session in line with the new membership model. Solicitation of sponsorships is underway. A marketing plan has also been developed. There has been good support from the Nevada Society and the local educational community. (Attachment)

8. OFFICER REPORTS. Except as noted below, these reports will be shared electronically

or on the next Board call.

8.1 President (Roberts) 8.2 President-elect (Aitken)

01/24/18 NSPE Board of Directors Meeting Minutes – pg. 5

8.3 Vice President (Martini) 8.4 Treasurer (Armstrong) 8.5 Immediate Past President (Verhalen) – Verhalen reported that the NSPE

Candidate Screening Committee has received the nomination for Tricia Hatley, P.E., F.NSPE for NSPE Vice President for 2018-19. The Candidate Screening Committee will follow-up as required in the Bylaws and Operating Procedures.

8.6 Executive Director & Chief Executive Officer (Golden)

9. LIAISON REPORTS. Except as noted below, these reports will be shared electronically or on the next Board call. 9.1 NICET (Frericks) 9.2 NSPE Educational Foundation (West) – West noted that the NSPE Educational

Foundation approved an investment strategy. The Foundation is focused on fundraising.

9.3 SSEC (Smith) – Smith noted that there will be a SSEC conference call in early

February and SSEC will be doing training on the NSPE online system. 9.4 Interest Groups

9.4.1 Interest Group Directors (Desai and Gittens) 9.5 Regional Directors

9.5.1 Central Region (Hurley) 9.5.2 Southwest Region (Hatley) 9.5.3 North Central Region (Strack) 9.5.4 Southeast Region (Looney) 9.5.5 Northeast Region (Skinger) 9.5.6 Western & Pacific Region (Latreille) – Latreille requested that the

Oregon letter be distributed to the NSPE Board of Directors.

6. NEW BUSINESS. There was no new business. 7. ADJOURNMENT. The meeting adjourned at 1:40 p.m. (Eastern).

2/5/18