POLICY ON ANTI-TRUST ACTIVITIES
The International Slurry Surfacing Association (ISSA) is a nonprofit trade association dedicated to the principles of ethical business practices, free enterprise, and equitable treatment of employees, which has pledged to guard the best interest of our industry.
The official policy of ISSA, is, has been, and shall be that the Association will not permit, condone, or promote actions taken on its behalf by members or staff that adversely affect the ability of any firm or individual to participate equally in the slurry surfacing industry or the Association.
POLICY ON USE OF ISSA STATIONERY, LITERATURE, LOGO, OR REGISTERED TRADEMARK
Neither the Executive Director, any Officer, nor any Member of the Board of Directors of ISSA, shall under any circumstance use ISSA stationery, literature, logo, trademark, or name to promote individual products, methods, or applications. Furthermore, ISSA will not sanction speeches, seminars, or conventions that may be used to promote one individuals or company’s product or service over that of another member with like product or service. The Executive Director, Officers, and Board Members will not use the power of their office for approval or condemnation of any product without the vote of the Board of Directors. Any offense described in this policy can be punishable by dismissal from the position held.
No ISSA member shall use the ISSA logo, literature, or registered trademark to imply ISSA endorsement in comparison to similar products from other ISSA members.
The right of any member to represent himself as a member of ISSA, or to use the Association’s logo and/or registered trademark shall cease upon that member’s resignation from the Association or his failure to remain current on all membership dues.
Use of the official ISSA stationery is limited to the President and Executive Director, unless otherwise authorized by the President.
SALES OF LITERATURE, DESIGN AND PROBLEM SOLVING PROVIDED BY ISSA
The Board of Directors shall determine which publications (if any) will be available for purchase by non-members of the Association and the price both members and non-members shall be charged for these publications.
Governmental Agencies and Engineering Firms will be sent copies of specifications and related information for specified projects.
Governmental Agencies and Engineering Firms will be supplied literature and help when necessary on a project with notification being sent by the ISSA Office to all members in the area for their use as a tool in procuring these and other jobs that result from help provided by the ISSA.
DUTIES OF THE ISSA PRESIDENT
The President of ISSA shall preside at all meetings of the Board of Directors, and at all general business meetings of the Members of the Association. He shall be available to visit the various Governmental Agencies as directed by the Board of Directors. He must be able to give a reasonable amount of time to counsel with the Executive Director and all Members on problems pertaining to the ISSA. He must be able to travel, as necessary, within reason to any and all meetings authorized by the Board of Directors, or deemed necessary as dictated by events or request of the Members.
DUTIES OF THE ISSA VICE-PRESIDENT
The Vice-President of ISSA shall meet with the Board of Directors at each called meeting and must devote a reasonable amount of time to the business of ISSA. In the case of illness or disability of the President, the Vice-President must assume all the duties of that office.
DUTIES OF THE ISSA SECRETARY
The Secretary of ISSA shall perform the duties usually pertaining to the office of Secretary and any duties delegated to him by the Board of Directors. The Secretary may delegate his authority to the Executive Director upon approval by the Board of Directors, but no such delegation shall relieve the Secretary of overall responsibility with respect to the performance of his duties. The secretary will have the duty of being the Convention Chairperson.
DUTIES OF THE ISSA TREASURER
The Treasurer of ISSA shall perform the duties usually pertaining to the office of Treasurer and any duties delegated to him by the Board of Directors. The Treasurer shall be responsible for all monies and securities of the Association. He shall keep regular books of account and shall deposit all monies of the Association in such depository as shall be selected by the Board of Directors. The Treasurer shall make payments only for bills properly approved by the Board of Directors. Checks on the Association account shall be signed in the manner designated by Resolution of the Board of Directors. The Treasurer may delegate his authority to the Executive Director upon approval by the Board of Directors, but no such delegation shall relieve the Treasurer of overall responsibility with respect to the performance of his duties.
DUTIES OF THE ISSA EXECUTIVE DIRECTOR
To promote the use of asphalt slurry surfacing.
To strive to improve the quality of slurry surfacing.
To promote, advocate, and encourage public and private interest in highway safety through sound planning, maintenance, construction, and inspection through the use of slurry surfacing.
To encourage and promote ethical construction practices and high quality work by all members of this Association and within the industry.
To aid all members of the Association in every proper way.
To serve as Assistant Secretary of the Association.
To accomplish the foregoing, the following programs must be instituted in a timely manner, as directed by the Board of Directors, taking into account priorities:
- Administrative office and budget by answering all correspondence and generating correspondence
- Publish ISSA Newsletter
- Attend conferences such as directed by the Board
- Attend ISSA Board Meetings
- Coordinate Committee Activities
- Plan and carry out Conventions
- Recruit members
- Advertise program nationally
- Develop literature
- Visit members and prospective members
- Maintain ISSA website
DUTIES OF MEMBERS OF THE ISSA BOARD OF DIRECTORS
Upon being elected to the Board of Directors, a person must be willing to attend at least half of the duly called meetings of the Board. Further, by his willingness to serve in this capacity, he will, when appointed by the President of the Board of Directors, serve as Chairman or Assistant-Chairman of any Committee. He will devote a reasonable amount of time to the business of ISSA, including travel as necessary.
ELECTION OF THE BOARD OF DIRECTORS
The Nominating Committee shall submit a slate of candidates for the Officer and Board of Directors positions to the Secretary no later than 60 days prior to the first day of the Annual Convention. The Secretary shall prepare a ballot and distribute it to the paid voting members immediately. Completed ballots must be returned to the Executive Director no later than 30 days prior to the first day of the Annual Convention. Election results shall be reported at the Annual Business Session.
TERM OF OFFICERS & DIRECTORS
- Directors may be so nominated each year that they may be elected for three one-year terms of office (3 years).
- Officers may be so nominated that the Secretary may be elected as Vice President and the Vice President may be elected President in succeeding years.
ISSA POLICY ON CONDUCTING BOARD OF DIRECTORS MEETINGS
Roberts Rules of Order will be used to conduct all Board Meetings. The President will preside over all meetings as prescribed by the Bylaws of ISSA. Agendas for each meeting will be distributed to Board Members approximately two (2) weeks in advance of each meeting with as much supporting data as is available.
Any person or group, other than Directors, wanting to place business on the agenda must submit its request to the ISSA Office forty-five (45) days in advance of the meeting.
Dates for future meetings, except special emergency sessions, will be announced and discussed at each meeting.
Board Meetings will be held at least three times per year.
ISSA COMMITTEE ASSIGNMENTS, PROJECTS, RESPONSIBILITIES, AND JURISDICTION
All Committee appointments will be made annually by the newly elected President and confirmed by the Board of Directors. Only members in good standing will be considered for Committee chairmanships.
All study projects, research, development of literature or products, or ideas for further study must be cleared through the Board of Directors at the next scheduled meeting of the Board.
Chairmen of all Committees must submit a year’s program plan as directed by the President.
All reports, papers, and literature developed under Committee work become the property of the ISSA under the direction of the Board of Directors.
The President, with approval of the Board of Directors, shall appoint such Committees as are deemed necessary to accomplish the goals of the Association.
POLICY ON ISSA FISCAL YEAR, PAYMENT SCHEDULE AND DELINQUENT PAYMENTS
The schedule of payments of dues to the Association shall be as follows:
- The fiscal year of the Association shall be January 1 – December 31.
- Invoices for annual dues shall be sent from the Association’s headquarters on October 1 of each year for the subsequent fiscal year.
- Dues are due and payable by January 1 of each year, and shall take effect on that date.
- If a member has not paid their dues by the printing of the next directory they will not be included in that directory and be deemed to have forfeited their membership.
- Upon request of a forfeited member to renew their membership, past dues will be required unless waived by the Board of Directors.
POLICY ON LEADS TO SUPPLIER MEMBERS OF THE ISSA
Leads or requests for information received by the ISSA office will be sent to members only.
POLICY ON PERCENTAGE OF OPERATING BUDGET HELD IN RESERVES
It shall be the policy of the ISSA to maintain a cash position greater or equal to 40% of its upcoming year’s budgeted operating expenses, not to include convention or workshop budgeted expenses.
EXECUTIVE DIRECTOR’S EXPENSES WHEN HELPING IN SEMINARS OR WORKSHOPS THAT BENEFIT ONLY LOCAL MEMBERS
When the Executive Director is requested to help with local sales seminar, training workshops or other meeting, the local member or members will pay all travel and living expenses incurred by the Director for such meetings. A deposit will be required in advance; the sum of which will be set at the time of the request. All money over and above the actual expenses will be returned by the ISSA office to those in charge of the meetings. Travel by the Executive Director in such circumstances shall be subject to the approval of the President.
ISSA supports and encourages the concept of regional or local seminars and workshops. However, the expenses of those participating in these forums are the responsibility of the organizers and participants. ISSA’s financial contribution shall be limited to only those costs that benefit the general membership.
POLICY FOR CONVENTION REGISTRATION FEES OF RETIRED PAST PRESIDENTS AND HONORARY MEMBERS
Convention registration fees for retired past presidents, retired honorary members, and their spouses shall be complimentary.
POLICY FOR REIMBURSEMENT OF SPEAKER EXPENSES AND WAIVERS OF REGISTRATION FEES AT ISSA CONFERENCES WORKSHOPS
General: The ISSA Annual Convention, Slurry Systems Workshop, and any Users Conference charge registration fees. Through its annual budget approved by the Board of Directors, the Association desires to have conference revenues equal to or exceed expenses. Both members and non-members speak at these conferences. As a general policy, speakers at ISSA-sponsored conferences are requested to pay registration fees and pay their own travel expenses. ISSA does not reimburse the travel expenses nor waive the registration fees for member speakers, with the exceptions below:
Annual Convention: The general chairman of the annual convention is authorized to contract for the services of professional speakers, pay their speaker fees, reimburse their expenses and waive the ISSA registration fee. These professional speaker expenses shall be incorporated into the annual convention budget and not reduce the projected net surplus amount approved by the board of directors. The general chairman of the annual convention in coordination with the Treasurer and Executive Director is also authorized to waive registration fees of especially invited technical presenters who otherwise would not participate. The general chairman may also authorize reimbursement of travel and lodging expenses for these individuals, but before doing so he should coordinate with both the Treasurer and Executive Director.
Users Conference: This conference is traditionally held in conjunction with a Board of Directors meeting. Most of the speakers are either local users or ISSA members who are also local/regional or who would be attending the board of directors meeting. No exception to the general policy is envisioned for reimbursement of travel and lodging. Waiving of registration fees for speakers would be the prerogative of the general chairman. Directors and committee chairmen who attend the conference shall not pay registration fees but may be requested to reimburse the association for food and beverages served at the conference.
Slurry Systems Workshop: Speakers shall not pay registration fees. The Chairman of the Workshop Committee in coordination with the Treasurer and Executive Director is authorized to approve reasonable reimbursements for all or portions of travel and lodging expenses of non-member speakers who request reimbursement.
POLICY FOR REIMBURSEMENT OF TRAVEL AND LODGING EXPENSES INCURRED BY DIRECTORS, COMMITTEE MEMBERS AND OTHER MEMBERS OF ISSA
Members of the Board of Directors of ISSA when accepting their positions agree to fund their own travel and lodging expenses relative to attending duly called meetings of the Board of Directors.
Committee chairmen and members of committees may be reimbursed reasonable travel and lodging expenses incurred when conducting committee business vital to ISSA with the concurrence of the Board of Directors. Before reimbursements could be made or authorized, there should be sufficient funds in the committee’s annual budget to cover the expenses.
Additionally, 1) the Committee Chairman needs to secure the permission of the Treasurer to make the disbursement, and 2) the executive director needs to confirm to the Committee Chairman and Treasurer that the reimbursements are reasonable.
While travel and lodging expenses are generally the responsibility of the member, ISSA members may be reimbursed for travel and lodging expenses incurred on behalf of the association on a case-by case basis as approved by the Board of Directors.
GUIDELINES, RULES AND PROTOCOL FOR THE ISSA BOOTH
Booth: Booth should be set up prior to show at the prescribed times as posted by the show organizer. Following the show the booth should be packed and proper shipping labels affixed so that the booth is returned to ISSA Headquarters.
Someone should be present at the booth at all times if possible. If participating in a long show (3 days plus) and only one volunteer is available periods away from the booth are understandable. Every effort should be made to have more than one volunteer for long shows.
Dress: Business Casual at a minimum.
Conduct: While representing ISSA in the booth, booth personnel are representing all members of the Association, and it is therefore inappropriate to use this platform to market one’s own company services.
When receiving complaints from attendees, booth personnel should record the complaint and provide the attendee with information that may alleviate their concerns without making negative or derogatory comments about our members, and forward complaints to ISSA Headquarters.
Keep a record of attendees visiting the booth so that the information can be shared with the members.
Make an attempt to get at least two photographs of customers in the booth during the convention or show.
When asked for references while in the booth only refer to contractor/supplier members. We are not in the business of promoting non-members.
Any literature given to booth volunteers should be given to ISSA staff for appropriate action. Volunteers may not take this literature for themselves.
ISSA members can assist in manning the booth either at the request of the Industry Relations Committee or by exercising their right as members of ISSA to participate in the association’s promotional activities. However, said members must have an identification badge that categorizes them as ISSA representatives and they must remove any identification badges that bear their company name. Clothing with company logos or insignias is acceptable as long as it adheres to the dress code (see above) and as long as an acceptable identification badge is worn.
The Industry Relations Committee reserves the right to exclude any person or persons it feels does not adhere to these guidelines.
Past Presidents Committee
Government Relations Committee
Long Range Planning Committee
Safety and Human Resources Committee
Industry Relations Committee
Technical Response Committee
Information Services Committee
RESPONSIBILITIES OF AN ISSA COMMITTEE CHAIRPERSON
General responsibilities and assumptions of accepting a chairmanship:
- Appointed by the President on an annual basis.
- Conduct the activities of your committee in the most professional manner at all times promoting the highest qualities of ISSA.
- Devote sufficient time to ISSA activities.
- Provide a written report of your committee activities for each board meeting to the Executive Director at least two weeks prior to the Board of Directors meeting.
- Develop a yearly plan which outlines the planned activities of your committee and record activities of committee so that it can be passed on to the next chairperson to promote better continuity.
- Submit an annual budget, if required, to the Treasurer and Executive Director by August 1.
- Make an effort to communicate with ISSA members who have an interest in your committee activities.
The Nomination of Officers and Directors shall be conducted by a Nominating Committee; which shall consist of three voting members, the Chairman of which should be the immediate Past President. The Chairman shall choose the other two members, neither of whom may be a current Officer or Director. The Nominating Committee shall select twelve candidates for the Officers and Director positions from the voting members of the Association. The Committee shall report the names of the candidates to the Executive Director thirty (30) days before the ballot is mailed to the eligible membership. The Nominating Committee shall take into account the geographical region in which the candidates perform their activities and the nature of their activities so that the nominees adequately represent the membership of the Association. No nominee shall be included in the official list of candidates unless the Nominating Committee has obtained his consent to become a candidate for the Office or place on the Board for which he is nominated. Any active, associate, or international member may suggest a possible candidate to the Nominating Committee for consideration.
PAST PRESIDENTS COMMITTEE
The Chairperson shall be the immediate Past President of ISSA.
- Recognize the Past Presidents of ISSA have considerable knowledge about the industry and the association. Do your very best to see that all Past Presidents feel the appreciation that ISSA has for all of them.
- Invite all Past Presidents to each Board of Directors meeting in ex-officio capacity.
- Conduct the Past Presidents Committee meeting at least once a year, to share ideas and help guide the current President and Board of Directors.
- Coordinate Past Presidents Committee events at the Annual Conference or during the year.
- Act as liaison between ISSA and all Past Presidents especially those no longer actively involved in the industry.
- Ensure that the past Presidents database is correct.
- Work with headquarters and current ISSA members to determine whom likely candidates to join the ISSA and pursue their membership.
- Work with headquarters to see that all membership databases are correct and all members are correctly categorized.
- Review each new applicant for membership and accept on timely basis. Present to Board of Directors questionable applications and report other accepted members.
- See that applications for membership are updated on a regular basis and that the packet that is sent to all potential applicants is of good quality and is representative of our association.
- Review the membership classifications to see if they cover our current membership properly and will cover our entire full potential membership spectrum.
- Stay in touch with current members to see if ISSA services are meeting their needs. Reporting all findings to the Board of Directors.
- Assist the Executive Director in dealing with members in arrears of membership dues.
GOVERNMENT RELATIONS COMMITTEE
- Establish and maintain long-term relationships with key individuals within the Federal Highway Administration and Federal Aviation Administration in Washington, D.C. or other government agencies throughout the world.
- Regularly attend industry functions, which will continue the necessary contact with these key individuals while promoting ISSA goals.
- Act as a liaison between the ISSA and its Board of Directors and necessary government agencies or officials.
- Provide necessary leadership for any special projects assigned this Committee by the President on ISSA.
- See that the Committee works to develop relationships with any government official or government agencies so as to be able to establish personal meetings with such persons or agencies to keep them aware of matters in which ISSA has an interest.
LONG RANGE PLANNING COMMITTEE
- Assist the President in the evaluation of the State of the ISSA as it relates to its long-term goals.
- Review long range plan as needed to update Board of Directors regarding future goals and objectives for the ISSA.
- See that ISSA’s long-term plan be updated as is necessary.
- Maintain close contact with Past Presidents Committee.
- Create a committee to record the past and present history of ISSA.
- Actively collect photos, documents, and convention materials and other paraphernalia related to the association’s and industry’s histories.
- Bring to the Board of Directors any new findings or recommendations regarding ISSA history.
- Display and/or present any and all ISSA history at the Annual Conference.
Committee to be chaired by the Secretary of ISSA and be responsible for the technical program and all functions at ISSA’s Annual Convention.
Review the association’s operating documents and recommend changes when necessary. Bring any necessary changes to the attention of the Board of Directors.
If amendments are needed, prepare the documentation along with the Executive Director.
SAFETY AND HUMAN RESOURCES COMMITTEE
- Promote safety throughout the Association.
- Provide to all members through various means any information pertaining to safety, security, or substance abuse that might be beneficial in our day to day operations.
- Provide to the Executive Director safety updates for each publication of “ISSA Report” attempting to enlighten members about any issues regarding safety, security and substance abuse that might be beneficial to them.
- See that ISSA is involved with any government or non-governmental agencies necessary to ensure that safety remains a primary concern of ISSA and its members.
INDUSTRY RELATIONS COMMITTEE
- Coordinate and monitor promotional activities for ISSA with industry partners.
- Coordinate and monitor use of ISSA trade show display.
- Act as forum for discussion and review of technical matters concerning industry and Association products, and assist users and applicators of slurry seal and micro-surfacing products with technical answers to their questions.
- Maintain a quick response mechanism for the dissemination of technical information to our industry and customers.
- Support and promote the use of ISSA’s technical bulletins. Educate the members of ISSA as to the merit of our technology and the importance of quality standards.
- Assist the ISSA Board of Directors in encouraging the highest standards obtainable for all slurry seal and micro-surfacing products.
- Generate all ISSA sanctioned guideline specifications for industry products as requested by the Board of Directors.
TECHNICAL RESPONSE COMMITTEE
The Technical Response Committee (TRC) is established to provide information regarding all aspects of slurry surfacing, chip seal and crack treatment, in response to inquiries from ISSA members, user agencies, industry participants and the general public. When an inquiry involves an ISSA member, the member is to be notified through the office of ISSA Executive Director as to the nature of the inquiry. The member may be included in the correspondence and shall have access to TRC correspondence regarding the inquiry. It is the goal of the TRC to encourage the inquirer to work out any problems with a member. All TRC correspondence is property of ISSA. The following general policy statements govern the actions of the TRC:
- The President selects the TRC Chairman.
- The TRC Chairman selects the TRC members.
- The TRC is comprised of at least four ISSA members and shall include the President, the TRC Chairman, a contractor member and a supplier member.
- Inquiries are directed to the TRC through the office of the executive director.
- Any ISSA member may be called on by the TRC Chairman to participate in a particular inquiry.
- The TRC members and ISSA Executive Director should be included on all correspondence.
- All communication should be electronic, if other means are necessary, an electronic summary should be provided to the TRC.
- Once a TRC member responds to an inquiry, it is considered “open” and the member is responsible for “closing it out”.
- TRC members are encouraged to contribute additional information, thoughts or comments to an open inquiry.
- TRC responses should be courteous and professional, representing ISSA and ISSA members in the best possible light.
- TRC members must refrain from promoting products other than those endorsed and represented by ISSA.
- The TRC Chairman is responsible for keeping a record of all communications.
INFORMATION SERVICES COMMITTEE
- Review the ISSA website on a regular basis.
- Report to Board and suggested changes, problems, improvements, operations, etc.
Develop a plan to make the successes of or industry’s products and processes as visible as possible to all potential user agencies.
The Chairman and the Committee are responsible for the coordination, promotion, scheduling, selection of speakers, and the location of the workshop and its operations annually.
CONFLICT OF INTEREST POLICY
The purpose of this Policy is to protect the interest of the International Slurry Surfacing Association (“ISSA”) when it is contemplated that ISSA may enter into a transaction and/or arrangement that might benefit the private interest of a ISSA Member of the Board Of Directors, Officer or Committee Chair (hereinafter “ISSA Director or Directors”).
ISSA Directors have a duty of loyalty and fiduciary responsibility to ISSA. The duty of loyalty means that in matters related to their Board, Officer or Committee activities, they will act in the best interest of ISSA. The duty of fiduciary responsibility means that the ISSA Directors will avoid voting on or advising on matters in which they have a direct or indirect financial interest, or in which the potential for a conflict of interest otherwise exists.
Conflict of interest. A conflict of interest may be in either appearance or fact or both. A potential conflict of interest exists when one is in a position to use their status to influence decisions for their personal advantage or for the advantage of family members or their controlled entities.
Direct financial interest. A direct financial interest is the receipt of consideration of any amount.
Indirect financial interest. An indirect financial interest exists if a party transacting business with ISSA is an ISSA Director (as set forth above) or a member of his or her immediate family, or an entity in which an ISSA Director or immediate family member has a 5% or more interest.
Immediate family. Immediate family includes a dependent of an ISSA Director and the person’s spouse, children, parents, siblings, mothers and fathers-in-law, sons and daughters-in-law and brothers and sisters-in-law.
In connection with any actual or potential conflict of interest, an interested person must disclose the existence of his or her financial interest conflict and all material facts to the ISSA Board of Directors. After disclosure of the financial interest and all materials facts, and after any discussion with the interested person, he or she shall leave the ISSA Board Meeting. The disinterested ISSA Board members then shall decide if a conflict of interest exists.
Violations of Conflict of Interest Policy
If the ISSA Board has reason to believe that an ISSA Director has failed to disclose a potential conflict of interest, it shall inform the person of the basis for such belief and afford that person an opportunity to explain the alleged failure to disclose. If, after hearing the response of the person, the ISSA Board determines that the person has failed to disclose a conflict of interest, it shall take appropriate action, including but not limited to removal of that person from their position and/or repayment of any gains occasioned by the conflict. In making such determination, the ISSA Board shall provide the effected person with reasonable due process.
ISSA POLICY FOR AMENDING RECOMMENDED GUIDELINES
Members of the Slurry/Micro, Chip Seal, Crack Treatments committee and members of the Technical Bulletin/Guideline Technical Revision/Review Committee are eligible to submit desired changes to Technical Director.
Approvals required to change guidelines (in order):
- ISSA Technical Director
- Committee – Slurry/Micro; Chip Seal; or Crack Treatments
- Committee will submit the proposed changes to a selected group of members, 8 -10 that are most affected by the changes and have demonstrated good judgement in technical matters. This select group of members will have two weeks to submit comments to the committee.
- Once the comments are received, the Committee will meet by conference call within two weeks to approve or disapprove the proposed changes.
- If the Committee approves, the proposed changes are submitted to the Board
- Board will vote on the proposed changes.
When Recommended Guidelines are amended, the following entities will be specifically notified:
- ISSA Membership
- AEMA Membership
- National Center for Pavement Preservation
Approved December 5, 2005
Amended October 14, 2010
Amended October 15, 2015