Policies and Procedures

INTRODUCTION

The purpose of this manual is to outline the policies and procedural guidelines of the Association related to its activities. It should be read in conjunction with and is intended to comply with EMA’s bylaws.

APPLICATION FOR MEMBERSHIP

Requests for membership shall be submitted in writing to the Board of Directors for its approval. Upon acceptance and approval the applicant shall be notified and asked to complete a Dues Classification Certification Form that shall be the basis for assessing and billing general dues and other assessments.

All membership dues and assessments will be prorated to the beginning of the quarter in which membership is accepted.

DUES AND ASSESSMENTS

Membership dues and assessments are determined by dues classes based upon a company’s size as determined by the certified annual value of engine sales as defined in the Association’s bylaws. Such value shall be determined by OEM price or, in the case of engines sold as an integral component of equipment manufactured by the member company, the equivalent OEM price. The dues classes are as follows:

Class I		Annual engine sales under $ 100 million
Class II		Annual engine sales $ 100 up to $ 500 million
Class III		Annual engine sales over $ 500 million

Dues and assessments are invoiced on a quarterly basis and payments are due upon receipt. A member that is delinquent in paying an invoice by more than 120 days from the date of issuance shall be considered in default. Such default may result in the termination of membership.

DUES CATEGORIES, PRODUCT LINE CLASSIFICATION CERTIFICATION AND COMMITMENT

Members shall annually confirm their appropriate dues class and product line classification categories for the following year by completing a Dues Classification Certification Form. The form will be sent to each member in advance of the annual budget process, shall be the basis of assessing dues for the following year and the commitment shall be binding for that year.

Each Member must certify those product classification categories in which they presently sell or market engines as well as their total annual sales as noted above. The current Product Line Classification Categories are:

Heavy-Duty On-Highway
Mobile Off-Highway
Marine
Grounds Care & Utility
Stationary

In addition to the above, members with product lines greater than 25hp will be billed for the Alternative Fuels, Diesel Fuel, Engine Coolants and Engine Lubricants Committee’ activities.

Members that manufacture diesel engines will automatically be assessed for activities related to the Diesel Health Effects and Legacy Products/Retrofit Committees.

All members will also be assessed General Dues, which will cover the Association’s General and Administrative expenses, as well as the activities of the Emissions Group, the Environmental Activities Committee and Public Policy Group. (The Public Policy Group activities include State Relations, Federal Relations, International Relations, Policy Development and Public Relations Committees’ activities.) These expenses are allocated to product line committees based upon a committee’s budgeted expenses as a percentage of the total budgeted expenses of all committees.

The estimated expenditures for the above activities as well as outside project activities will be apportioned and assessed across the participating members in accordance with a weighted ratio as determined by their dues class. In special instances, a product line committee may request to have their expenses levied in accordance with some other apportionment system.

OUTSIDE AND SPECIAL PROJECTS

Committees may elect to address a major new activity subsequent to the approval of the annual budget. Such activities may involve the use of outside contractors. Committee Chairs should submit their request for specific project approval to the Board of Directors, or in their absence, to the Executive Committee. Action on such requests will be reported at the next meeting of the Board of Directors.

Prior to submitting such requests, Committee Chairs should obtain approval from the designated voting representatives for the Member companies comprising the committee. A vote by a majority of the members on the committee, in both number and weighted by dues class, is binding on all members. A mail ballot (via postal mail or electronic transmission) is ordinarily used to conduct such voting.

Funding for outside and special projects will be based upon the formula for general dues assessment for participating companies unless such participants agree upon a different method.

LITIGATION ACTIVITIES

The Association may initiate litigation on behalf of the Association or specific segments of the membership. The initiation of such litigation shall require the approval of the Association’s Board of Directors or, in their absence, the Executive Committee. Funding for such litigation shall be separate from the Association’s general dues and assessments. Member companies can only be part of, and be assessed funds for, litigation for which they have given individual and specific written approval. A notice of proposed litigation and ballot will be sent to the Members’ official voting representatives for approval. Staff will provide deadlines for the return of ballots and follow-up reminders. Member companies may affirmatively refrain from supporting litigation and those companies that oppose litigation will not be required to support such litigation. Member companies that fail to return ballots by the ballot return date, and after reminders, will be deemed to have given individual and specific written approval.

Funding for litigation activities will be based upon the formula for general dues assessment for participating companies unless such participants agree upon a different method.

Funds for such litigation will not be considered general revenues of the Association and the participating Member companies will determine the disposition of any remaining funds.

OPERATING RESERVES

Operating reserves are made up of the cumulative excess of general revenues over general expenses. It is the policy of the Association to maintain reserves adequate to cover the reasonable costs of unanticipated activities. The Board of Directors shall have the authority to determine the level of reserves. In addition, the Association also will maintain reserves, allocated by funding source, which are the excess product line or special project revenues over expenses.

In determining the appropriate level of reserves, the Board shall be guided generally by the following principles:

General reserves should represent approximately one year’s general expenses.
Each Product Line reserve should represent approximately six months of that Product Line’s expenses.
Special Project reserves should be sufficient to carry out budgeted special projects.

The Executive Committee shall make budget recommendations based on the above reserve policy and may make recommendations for exceptions.

INVESTMENTS

The association’s assets shall be invested in accordance with the Investment Policy Statement adopted by the Board of Directors as set forth in Attachment E.

BUDGET ADJUSTMENTS

The Executive Committee is authorized to approve modifications in the Annual Budget, provided that any such modifications that would result in a dues increase must be approved by the affected Members or must be ratified by the Board of Directors. In approving modifications to the Annual Budget, the Executive Committee also is authorized to determine, in its discretion, whether or not to adjust expense dues ratios. All budget adjustments shall be reported at the next meeting of the Board of Directors.

BOARD OF DIRECTORS

The EMA Board of Directors is made up of the official voting representative of each Member company. Directors may serve for as long as the Member company desires. The Member company shall annually designate the person who is that company’s authorized official voting representative. The official voting representative shall have final authority for the commitment of funds and the assignment of committee members acting on behalf of the Member company.

BOARD MEETING GUIDELINES
GENERAL CONSENT ITEMS

Items that can be addressed on a consent calendar shall be circulated to the Board in advance. The Directors should review this material in advance and be prepared to approve it in a single consent item motion at the start of the meeting. Any items that they feel require further discussion should be noted at the beginning of the meeting and will be removed from the general consent item listing.

EXECUTIVE COMMITTEE

The Executive Committee shall consist of the nine Board voting representatives of Member companies as set forth in the Association’s bylaws and the Association’s President. During the interval between meetings of the Board of Directors, the Executive Committee shall have the powers of the Board of Directors in the management of the Association. The Executive Committee shall report any actions it takes to the Board of Directors at the next meeting of the Board. The Executive Committee shall develop a proposed annual budget, review the status of the standing committees, appoint the nominating committee, evaluate the performance of the management company, and plan long-term goals for the Association.

GROUP AND COMMITTEE ORGANIZATIONAL STRUCTURE

A chart depicting the organization of the current groups and respective committees appears as Attachment A.

Each standing group and committee may create a task force or ad hoc working group as deemed necessary. The main committee directs their responsibilities and efforts. Member companies may appoint representatives only to committees related to the product line classifications for which they pay dues.

CHAIRPERSONS

The term of office for a Group and/or Committee Chairperson is three years with no maximum number of terms that can be served by any one Chairperson. A nominating committee consisting of at least two committee representatives will be established to select nominees for Chair. The committee members shall elect the chairperson with a majority vote necessary to decide the winner. The applicable Group members, e.g. Emissions and Public Policy Groups, will be given the opportunity to review and confirm new chairpersons.

STATEMENTS OF ASSOCIATION POSITION ON MAJOR ISSUES

The Board of Directors, or in their absence, the Executive Committee, generally has the authority to approve policy and position statements. In extraordinary circumstances, where time is of the essence and it is not practical to obtain Board or

Executive Committee approval, the Association’s President may provide such approval. Committee Chairs shall prepare recommended statements for consideration by the Board. All such statements shall be coordinated through the Association’s President.

ROLE AND RESPONSIBILITIES OF EMA REPRESENTATIVES

EMA may appoint members, staff, or third parties to serve as official EMA representatives to other organizations, entities, committees, functions, or activities. All such representatives shall:

Be appointed annually by the Chair, or his designee(s).
Report to the EMA Board of Directors and/or appropriate EMA Committee, as EMA shall determine.
Keep them well informed about the activities for which they are responsible as an EMA representative and shall share information they acquire with such person or persons within EMA, as EMA shall determine.
Represent the interests of EMA as a whole, and not their individual employer’s proprietary interests. In so doing, EMA representatives shall make every attempt to understand and fairly and accurately communicate the position and interests of EMA as determined by the Board of Directors or their designee(s). It generally is expected that any materials to be presented by an EMA representative must be approved in advance by the appropriate EMA Committee, as EMA shall determine.
Speak and act for EMA only when specifically authorized to do so and shall bind EMA (by, for example, a vote or ballot) only when specifically authorized to do so in writing.
Express opinions about EMA’s business issues and actions only if those opinions have been approved in advance by the Board of Directors or their designee(s). Matters that have been deemed confidential by EMA may not be discussed outside of EMA without the express permission of the Chair or the President.
Avoid all real or perceived conflicts of interest and shall disclose any such potential conflicts of interest to the Chair and the President.
EMA Representatives may be reimbursed for travel expenses according to EMA’s policy on Member Travel Reimbursement.

MEMBER TRAVEL REIMBURSEMENT POLICY

In general, EMA does not reimburse Board and Committee members for travel expenses. Expenses related to company representative attendance at industry or Association meetings are the responsibility of individual member companies. However, where an individual is representing EMA in lieu of EMA staff, the Committee Chair and Committee Staff may authorize reimbursement for travel costs provided:

The expenses are included in the EMA budget or the expenses can be covered from funds available for other Committee activities and the members of the Committee approve such reallocations;
The member meets all of the requirements of EMA’s policy on the Role and Responsibilities of EMA Representatives; and
All expenses to be reimbursed must be reasonable and must be supported by receipts. An EMA expense report or that of the individual’s company must be used.

The member Travel Form (Attachment G) must be submitted for approval to the appropriate person prior to any travel on behalf of EMA.

CONFLICT OF INTEREST POLICY

EMA has adopted a Conflict of Interest Policy for Officers, Directors and members of EMA’s committees as set forth in Attachment F. The purpose of this policy is to ensure that members’ individual interests do not conflict with their roles in the Association.

RECORDS RETENTION POLICY

EMA has adopted a Records Retention Policy (Attachment B) that establishes which EMA records should be kept and which periodically should be destroyed.

It is important that all EMA members become familiar with and adhere to the EMA Records Retention Policy Statement. In addition, any EMA records that are in an individual’s or a company’s possession or control, or which come into their possession or control, should only be retained according to the EMA policy.

USE OF EMA LOGO

The Association’s logo may be used only in accordance with the policies set forth in Attachment C.

WHISTLEBLOWER POLICY

EMA is committed to preventing reprisals against staff and members who report activity undertaken by other EMA staff or members in connection with the performance of official EMA activity that may be in violation of any state or federal law or related regulation (“Protected Disclosure”) as set forth in Attachment D.

Revised as of February 11, 2009

Attachment A - EMA Organization

EMA Organization (.pdf file)