ARTICLES OF ORGANIZATION AND OPERATION for the
STRATEGIC DEVELOPMENT COUNCIL (SDC)

Adopted January 2, 2002
Revised October, 24, 2007

1. Name

1. The organization shall be known as the concrete industry’s Strategic Development Council, or SDC.

2. Organizational Relationship

1. The Strategic Development Council is a council of the ACI Foundation, a 501(3)(c) organization (not-for-profit) wholly-owned by the American Concrete Institute (ACI).

2. The SDC shall establish guidelines for operations as required to ensure that SDC operations and activities are consistent with ACI Foundation objectives and are legally acceptable. Such guidelines are subject to approval by the ACI Foundation.

3. The Chair of the SDC shall be a member of the ACI Foundation Board of Trustees.

3. Mission Statement

1. The mission of the SDC is to facilitate advancement of concrete technology by:

1. Providing a forum for visioning, and prioritizing key challenges facing the concrete industry

2. Assisting ACI in timely adoption of innovative technologies, problem solutions, and best practices

3. Providing a framework for consortia-directed development programs leading to or supporting improved, research-driven technology for the benefit of the industry.

2. The SDC’s mission shall complement the mission of the ACI Foundation to increase the understanding of concrete materials, to support programs that improve concrete design and construction, and to disseminate related information.

4. Vision Statement

1. The vision of the SDC is to bring together the concrete industry, along with government and academia, to focus on collaborative problem-solving in meaningful technological advancement.

2. he emphasis of the SDC’s efforts shall be on

1. identifying technologies and issues of importance to the concrete industry,

2. identifying barriers to their implementation or resolution, and

3. garnering resources to remove those barriers through acceleration of technology, including research, executed directly or contracted by the ACI Foundation, who may delegate administration to the SDC Executive Committee and Managing Director.

5. General Considerations

V. General Considerations
A) These Articles of Organization and Operation were developed under the following general considerations:
a. The SDC shall exist under the organizational umbrella of ACI Foundation.
b. The SDC shall determine and govern its membership, with oversight from the ACI Foundation on legal and organizational issues.
c. The SDC shall be defined, driven, and directed by its concrete industry members.
d. SDC membership shall be open to organizations in the diverse concrete construction producer/ designer/ builder/ user population concerned with the advancement of concrete technology and resolution of issues related to concrete use.
e. The concrete industry shall be the prime source of funding for SDC overhead and operations.
f. The SDC shall be integral to the concrete industry’s participation with other materials groups in coordinated, joint concrete construction technology programs.
g. The SDC may assist individual SDC members in establishing consortia, but the results of such consortia shall be considered public. SDC will not facilitate the formation of proposed consortia in which the work product is intended to be retained and controlled by the consortia members.
VI. Membership
A) Definitions
a. “Member” - Membership in the SDC shall be comprised of organizations, and those organizations shall be known as “Members.” Each Member may have multiple Member Representatives, one of whom shall be designated as the Senior Executive Representative.
b. “Member Representatives” - Individuals representing a Member organization shall be known as “Member Representatives.” Member representatives shall be from the senior management or positions of significant operational responsibility within their organizations.
c. “Senior Executive Representative” – That Member Representative considered to be the principal member representative, typically the highest ranking organizational individual of the Member organization. The Senior Executive Representative shall 1) be the principal contact with the SDC, 2) represent his organization by vote on issues before the membership, and 3) identify other individuals in the organization to considered Member Representatives.
B) Membership Categories
a. Category A (“Member”). Category A Members are organizations representing the producer and constructor communities (such as cement producers, materials producers, concrete producers, and contractors, etc.). Category A Members shall have full voting rights.
b. Category B (“Advisory Member”). Category B Members are organizations representing the user and design communities (such as owners, lenders, insurers, and firms engaged primarily in architecture and engineering). Category B Members shall have full voting rights.
Category B membership shall also be extended to organizations from other interest areas when, by special action of the Executive Committee, it is determined that their contribution would further the purposes of the SDC.
c. Category C (“Institutional Member”). Category C membership shall be exclusively for government agencies or other entities restricted by law from fully participating in organizations such as the SDC except as liaison members (such as some government agencies, universities, and standards developing organizations, etc.). Category C Members shall have no voting rights but shall be allowed to participate.
d. Category D (“National Association Member”). Category D membership shall be exclusively for national associations representing professional, trade, or other concrete industry entities. Category D members shall be represented by their President or CEO (the highest ranking, paid staff member) as its Senior Executive Representative. Category D Members shall have full voting rights.
e. Category E (“Regional Association Member”). Category E membership shall be exclusively for state, provincial, and local associations representing professional, trade, or other concrete entities. Category E members shall be represented by their President or CEO (the highest ranking, paid staff member) as its Senior Executive Representative. Category E Members shall have full voting rights.
f. The SDC Executive Committee will determine the Category of its members and dues amounts will be assessed accordingly.
C) Limitations
a. A Member shall not participate or vote unless it is in good financial standing with the SDC.
b. Typically, prospective members may audit one SDC meeting (also called “General Session”).
c. A Member, except a Category D Member, shall not represent a third party who itself is not a member of the SDC. A Category D Member (such as a trade organization) may represent their constituency in a broad and general sense. Constituent members of trade associations shall become individual Members if they wish to participate in focused activity areas for their specific benefit.
VII. Organizational Structure
A) The Executive Committee shall be the governing body of the SDC.
B) Executive Committee
a. An Executive Committee shall be established to provide direction and oversight to the operations. The Executive Committee shall consist of not less than eight, nor more than twelve Member Representatives.
b. Executive Committee members shall preferably be the Senior Executive Representatives, and shall be nominated by the Executive Committee or from among Member Representatives. Nominees shall be endorsed by a majority vote of Members present at the SDC Session.
c. Terms for Executive Committee members shall be for three (3) years, unless otherwise stipulated by the Executive Committee. Executive Committee members may serve consecutive terms.
d. A Chair of the Executive Committee shall be selected from among the current Executive Committee by the Executive Committee. The term of the Chair shall be three (3) years, but may be extended on a year by year basis at the discretion of the Executive Committee.
C) The President of the ACI Foundation shall serve as ex-officio.
D) The day to day operation of the SDC is delegated to a Managing Director, supported organizationally and financially by SDC.
E) The Chair, the Executive Committee, and all Member Representatives of SDC serve without compensation from SDC.
F) The Executive Committee Chair shall establish and discharge committees as deemed appropriate and the Executive Committee Chair shall appoint the committee chair.
G) Consortia
a. In the context of the SDC, a consortium is a means for a group of Members with a common interest to work together to develop technology or resolve issues.
b. Membership is open to SDC members and others as deemed appropriate by the SDC.
c. Results from such consortia shall be made public, with ACI being the first alternative for dissemination of such information.
d. SDC functions as a facilitator for those members to form a consortium. Once a consortium is formed, SDC’s role as facilitator terminates, and the consortium shall function independently.
VIII. Operations and Governance
A) Participation
a. Each Member is entitled to one vote, except Category C members who are not eligible to vote. Votes are typically cast by the Senior Executive Representative of each Member, but another designated Member Representative may cast votes in his absence.
b. Category C Members shall be permitted to participate in all sessions and meetings, except that they shall not have voting privileges or hold office.
c. The ACI Foundation shall have general veto power over actions of the SDC.
B) Responsibilities
a. The Executive Committee shall
i. determine membership criteria
ii. determine category (and dues) for each member;
iii. establish the time, place, and agenda for sessions and meetings;
iv. establish an annual budget,
v. review consortia and other activities to ensure that consortia meet SDC guidelines;
vi. establish a mission statement for Chair appointed committees.
vii. direct principal ACI Foundation staff assigned to the SDC (including the Managing Director, SDC);
C) Operations
a. The Executive Committee shall be responsible for direction of the SDC.
b. The Executive Committee shall meet in open session at least twice per year and shall have the authority to conduct closed meetings.
c. Only the Executive Committee shall speak for the SDC. The Executive Committee may specifically designate one of its members as a spokesperson on a particular issue.
d. The Managing Director, on behalf of the ACI Foundation, shall be Secretariat for all SDC meetings and deliberations, and work closely with the Chair and Executive Committee.
e. The ACI Foundation will support the SDC with appropriate, in-kind services such as communication and accounting, subject to funding approved by the ACI Foundation.
D) Consortia
a. Consortia shall be organized primarily from the ranks of Members. The Executive Committee shall have the right to deny consortia status to projects not deemed in the best interests of the SDC, the ACI Foundation, ACI, or the concrete industry.
b. The SDC shall not establish or shall terminate its relation with consortia with limited or restricted membership, or whose results are intended to remain the property of the consortia members.
c. Extraordinary costs incurred by consortia initiatives, such as research or outside consulting, shall typically be funded by consortia members.
d. The Executive Committee shall oversee consortia operations to ensure uniformity and compliance with the principles of the ACI Foundation
E) Financial
a. The fiscal year shall match that of the ACI Foundation.
b. The SDC shall be responsible to establish an annual budget and for all expenses incurred in its operation, including costs for overhead and management delegated to the ACI Foundation
c. The SDC shall raise funds from Member dues, assessments and contributions.
i. At the beginning of each fiscal year, dues shall be assessed. Dues must be paid by the date of the next SDC meeting following the date of invoice, or by special arrangement. No Member shall be empowered to vote or in any way participate in the SDC unless in good financial standing.
ii. Dues shall be set by the Executive Committee and the amounts shall be revisited on occasion. The ratio between dues of Category A and Category B shall be 4:1. Dues for Category D shall be the same as for Category A; for Category E the same as Category B. New Members joining or Members changing category status in mid-year shall pay pro rata dues for that year.
iii. Category C members shall be exempt from dues.
iv. The ACI Foundation shall be exempt from dues.
d. Accounting and other financial support functions, including the collecting and disbursement of funds, shall be administered by the ACI Foundation.
e. The SDC shall not be responsible for business and personal expenses incurred by Members and consortia.
f. Dues shall not pay for administrative or operating expenses for consortia.
IX. Changes to Articles of Operation and Membership
A) Articles of Organization and Operation shall be adopted by majority vote of the Members, entitled to vote. The Articles of Organization and Operation shall be reviewed periodically by the Executive Committee. A majority vote of the Members, including those absentee votes obtained by vote deadline, shall be required to ratify any changes.
B) All changes shall be subject to approval by the ACI Foundation.
X. Dissolution
A) The ACI Foundation shall have full and final authority to dissolve the SDC at any time for any reason. Assets remaining, if any, shall be fully distributed, after satisfaction of any and all debts and other obligations, to SDC Members in good standing that are current with dues, after subtracting the ACI Foundation financial contribution.