Executive Director Succession Plan

Executive Director Succession Plan

Executive Director Succession Plan

POOL

As Adopted November 13, 2008

I. Purpose and Scope

A. A change in executive leadership is inevitable for all organizations, and can be a very challenging time.The purpose of this Succession Plan is to prepare for the eventuality of a personnel change in the position of Executive Director, either foreseeable or unforeseeable, and to sustain the stability and accountability of the POOLorganizationuntil such time as the position is filled on an ongoing basis.

B. This Plan is intended to provide a process for an orderly transition in the event of a vacancy in the position of Executive Director in the following three circumstances:

1. A temporary vacancy in the position created by an unforeseeable event, such as temporary incapacity for a period exceeding 30 days in circumstances where the Executive Director will be unable to fulfill the responsibilities of the position.

2.A permanent vacancy in the position created by an unforeseeable event, such as ongoing incapacity or death.

3. A permanent vacancy in the position created by a foreseeable event, such as retirement, resignation, or termination.

C. In addition, this succession plan is intended to provide the Board of Directors a procedural guide for recruitment and selection activities.

D. It is understood that this plan may not fully address all succession-related issues, or address them in a fashion suitable for all circumstances. Therefore, this plan is intended only as a guide, and the Board may affirm or modify any of the procedures described herein as they become pertinent.

E. As used in this plan, the term “management team” refers to the Deputy Executive Director, the Chief Financial Officer, the General Counsel/Claims Manager, the Underwriting Manager, the IT Manager, the Marketing Manager, and the Executive Assistant (or the substantial equivalent of those positions as revised from time to time).

II. Plan Implementation

A. Where practicable, the Board shall meet, by telephone or in person, to take actions concerning the portions of this plan that are not self-executing. Where a meeting is impracticable, the Board Chair is authorized to approve any actions that are immediately necessary in order to sustain the critical functions of the organization.

III. Priority Functions of the Executive Director and Transitional Staffing

A. The following documents are attached to and made a part of this plan: the full Executive Director position description;POOL’s Knowledge Management Transfer Program document; the Executive Director’s employment agreement and amendatory resolutions; the POOL Strategic Goals; the POOL 5-Year Plan; and the POOL Business Contingency Plan.

B. Among the duties listed in the position description, the following, listed in the first column, are considered to be the priority functions of the Executive Director. In the event of a vacancy, the personnel listed in the second column, referred to herein as the Transition Staff,shall provide transitional staffing for those functions:

Function:Transitional Staffing Plan:

Leadership and visionBoard Chair and Deputy Executive Director

Board supportDeputy Executive Director and Executive Assistant

Financial managementDeputy Executive Director and Chief Financial Officer

Claims managementDeputy Executive Director and General Counsel/Claims Manager

Member relationsDeputy Executive Director and Membership Services Director

Personnel managementDeputy Executive Director and General Counsel/Claims Manager

UnderwritingDeputy Executive Director and Underwriting Manager

IV. Strategy – Unforeseeable Temporary Vacancy Exceeding 30 Days

A. This strategy applies to a temporary vacancy in the position created by an unforeseeable event, such as temporary incapacity for a period exceeding 30 days under circumstances where the Executive Director will be unable to fulfill the responsibilities of the position.

B. The Executive Director (or other member of the management team in the event of the inability of the Executive Director) shall notify the Board promptly of a vacancy to which this strategy applies. The transitional staffing plan described in Section III above shall take effect.

C. At the end of the temporary vacancy, the Executive Director’s responsibilities shall be restored to their normal status.

D. In the event of a foreseeable temporary absence exceeding 30 days, such as an extended leave of absence or sabbatical exceeding 30 days, the Board and Executive Director may implement the transitional staffing plan described in Section III above for the period of the absence.

V. Strategy – Unforeseeable Permanent Vacancy

This strategy applies to a permanent vacancy in the position created by an unforeseeable event, such as the permanent incapacity or death of the Executive Director.

A. The Deputy Executive Director (or other member of the management team if the Deputy Executive Director is unavailable) shall notify the Board promptly of a vacancy created by a circumstance to which this strategy applies.

B. The transitional staffing plan described in Section III above shall become applicable until such time as an Interim Executive Director is appointed as provided in Section VI.D below.

C. The Board shall meet, by telephone or in person, to determine whether the Executive Director position should be filled on an immediate and interim basis and, if so, whether such interim appointment should be made from within the management team, or from outside the organization. The Board will enter into an agreement for Interim Executive Director services with the appointee.

D. The communications plan outlined in Section X below and the recruitment and selection strategy outlined in Section VIII below shall be implemented.

E. The Transition Staff shall make other arrangements as applicable, such as the availability of grief counseling for employees in the event of a sudden death.

VI. Strategy – Foreseeable Permanent Vacancy

A. This strategy applies to a permanent vacancy in the position created by a foreseeable event, such as retirement, resignation, or termination.

B. It is anticipated that the Executive Director will notify the Board well in advance of a vacancy created by the Executive Director’s decision to retire or resign from the position. As required by the Executive Director’s employment agreement, such notification shall be provided at least ninety days in advance. In the event of the initiation of a termination by the Board, the provisions of the Executive Director’s employment agreement shall be followed.

B. The transitional staffing plan described in Section III above shall become applicable if there will be a lapse of timebetween the last day of the Executive Director’s employment and the Board’s appointment of an Interim Executive Director as provided in Section VI.C below.

C. The Board shall meet, by telephone or in person, to determine whether to appoint an Interim Executive Director from within the management team, or from outside the organization. If an Interim Executive Director is appointed from within the management team, the Board shall enter into an employment agreement for Interim Executive Director services with the appointee. If an Interim Executive Director is appointed from outside the organization, the Board shall enter into an independent contractor agreement with the appointee.

D. The communications plan outlined in Section X below and the recruitment and selection strategy outlined in Section VIII below shall be implemented.

VII. Authority of the Transition Staff/Interim Executive Director

A. The Transition Staff or the Interim Executive Director, as applicable, shall have full authority for day-to-day decision making subject to the same parameters on such authority as apply to the Executive Director, except as limited in this section.

B. The Transition Staff and the Interim Executive Director shall not have the authority to make any staffing decisions in the management team (hiring or discharge) without consulting with the Board at a regular or special meeting.

VIII. Recruitment and Selection Strategy

A.The Board will develop a diverse pool of candidates for the position of Executive Director. The Board will assess leadership needs, implement an external recruitment and selection process as well as encouragethe advancement of qualified internal candidates, seek the input of the management team in the interview process, and set time frames for completion of the recruitment and selection process.

B. The Board may engage the services of a professional recruitment firm in developing the candidate pool. Advertisements may be placed in professional publications such as Business Insurance, and in other professional publications such as those published by PRIMA, RIMS, ICMA, NLC-RISC, etc.

C. The Board shall consider a comprehensive list of qualified finalist candidates.

D. The Board shall select a qualified and capable Executive Director who is a good fit for POOL’s mission, vision, values, goals, and objectives, and who has the necessary skills to lead the organization, and accomplish the Strategic Goals and 5-Year Financial Plan.The Board shall be guided by the Executive Director position description and the position profile described in the Knowledge Management Transfer Program document.

IX. Cross-Training Plan

A.The Executive Director shall ensure that each member of the management team has a working knowledge of the key functions of the Executive Director as listed in Section III.

B. Methods of cross training shall include those established pursuant to the Strategic Goals, as well as the Executive Director’s “Officer of the Day” process, whereby a rotating member of the management team is responsible for administrative leadership of the organization during the Executive Director’s temporary absences.

C. The Executive Director will encourage management team members to avail themselves of senior-level management training opportunities.

X. Communications Plan

A. In the event the vacancy strategies described in Section IV, V, or VI are implemented, the Board Chair and the Transition Staff or Interim Executive Director, as applicable, shall meet by phone or in person to develop a communications plan, including the kind of information that will be shared, and with whom. The plan will announce POOL’s temporary leadership structure to the staff, the Board, membership, and others.

B. The following chart identifies key stakeholders for communications purposes and a primary contact to facilitate communication.

Board:Chair and/or Deputy Executive Director

Staff:Deputy Executive Director, or other management team member if Deputy Executive Director is unavailable.

Members:Deputy Executive Director with assistance of Marketing Manager

Other national and

state associations:Deputy Executive Director

Personal colleagues:Chair and/or Deputy Executive Director

Banking/financial:Deputy Executive Director and/or CFO

C. POOL’s Business Contingency Plan contains a communications plan, as well as contact information and telephone tree procedures, that may be useful in facilitating communications.

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