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Board of Directors Orientation Manual | Page 2
TABLE OF CONTENTSPennsylvania Academy of Family Physicians .................................................. 3Introduction ....................................................................................................... 3Getting Started as a New Director .................................................................. 4American Academy of Family Physicians ....................................................... 4501(c) Organization .......................................................................................... 5Role of PAFP Board ............................................................................................ 6PAFP Officers and Board of Directors ............................................................... 7Committees and Commissions ......................................................................... 8House of Delegates .......................................................................................... 10Bylaws ................................................................................................................ 10Vision/Mission/Principles ................................................................................... 10Strategic Plan .................................................................................................... 12Website .............................................................................................................. 12Ethical Conduct ................................................................................................ 14Fiduciary Duties of Officers and Directors ....................................................... 16Expectations of the Board Director ................................................................. 16Speaking with One Voice ................................................................................. 17Officer and Director Report .............................................................................. 17PAFP Foundation Trustee Giving ....................................................................... 17Committee and Commission Assignments ...................................................... 18Board Meetings and Agendas ......................................................................... 18Executive Sessions ............................................................................................. 18E-mail ................................................................................................................. 19Conflict of Interest Statements ......................................................................... 19Officer and Board Director Expectations ........................................................ 19Nominations....................................................................................................... 20Travel and Expense Reports ............................................................................. 20D&O (Director and Officer Insurance) ............................................................. 23PAFP Budget ...................................................................................................... 24PAFP Staff ........................................................................................................... 24ATTACHMENT A .................................................................................................. AATTACHMENT B ................................................................................................... BATTACHMENT C .................................................................................................. CATTACHMENT D .................................................................................................. DATTACHMENT E ................................................................................................... EATTACHMENT F ................................................................................................... FATTACHMENT G .................................................................................................. GATTACHMENT H .................................................................................................. HATTACHMENT I .................................................................................................... IATTACHMENT J ................................................................................................... J
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INTrOduCTIONThe Pennsylvania Academy of Family Physicians (PAFP) Board Orientation Manual is intended to give you, a new or prospective member of the PAFP Board of Directors, a general introduction to service on the Board. It will outline what to expect and what will be expected of you. This manual forms the basis of new Board member orientation, which is held each August, but you will find it helpful to review this manual before that orientation.
This manual will not answer every question you may have about service on the PAFP Board, and there are many resources that are available to you. If you have other questions, you can e-mail or call the PAFP staff or Board Officers.
Finally, the PAFP Board of Directors and staff would like to congratulate you by volunteering to serve on the Board and look forward to working with you and your colleagues by improving the services to all members of the PAFP. - August 2013
Pennsylvania Academy of Family Physicians
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Getting Started as a New Director
Serving on the PAFP Board is a significant commitment, and you are encouraged to exercise self-care when starting out in your role as a Director. Every new Board member takes time to get up to speed with the work of the Board, and you are not expected to “hit the ground running” at the first meeting. Make sure to take the time to grow into your role as Director. There are five characteristics for an effective Board: leadership, strategy, collegiality, consistency in process and performance, and focus.
American Academy of Family Physicians
The American Academy of Family Physicians (AAFP) is the national Academy of family doctors. It is one of the largest national medical organizations, with more than 105,900 members in 50 states; Washington, D.C.; Puerto Rico; the Virgin Islands; and Guam, as well as internationally.
The AAFP was founded in 1947 to promote and maintain high-quality standards for family doctors who provide continuing comprehensive health care to the public.
The AAFP is governed by a Congress of Delegates composed of two delegates from each of the 55 constituent chapters (the PAFP is one of the 55 constituent chapters) as well as from resident and student groups, new physicians, and the special constituencies (women, minorities, international medical graduates, and LGBT). The Congress meets annually – immediately prior to the AAFP Scientific Assembly – and has sole power to establish policies and define principles. These policies and programs are carried out between annual meetings by the Board of Directors and a number of standing and special Commissions and Committees. Delegates to the Congress of Delegates elect the Board, which in turn appoints Commission and Committee members.
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501(c) Organization
The PAFP is currently a 501(c)6 organization, which is an Academy of members of a professional association. According to the Internal Revenue Service, a 501(c)(6) organization is a business league devoted to the improvement of business conditions of one or more lines of business. It is not engaged in any regular business typically carried on by for-profits.
Trade Academies and professional Academies are considered to be business leagues. The mission of a 501(c)(6) organization must focus on the advancement of the conditions of a particular trade or the interests of the community. A 501(c)(6) business league may further its exempt purposes through lobbying as its primary activity without jeopardizing its exempt status. However, a 501(c)(6) organization that engages in lobbying may be required to either provide notice to its members regarding the percentage of dues paid that are applicable to lobbying activities, or pay a proxy tax.
The PAFP Foundation is designated as a 501(c)3 organization which consists of continuing medical education (CME), federal and state grants, and public health initiatives. It is considered a tax-exempt non-profit organization of the U.S. Internal Revenue Code and the Pa. Dept. of Revenue. It is noteworthy that a 501(c)3 organization my not engage in lobbying activities to the same extent as a 501(c)6 organization.
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The PAFP Board and PAFP Foundation Board is basically “one in the same.” Members of the Board of Directors of the PAFP are voting members of the Foundation. At the reorganization meeting of the Foundation Board of Trustees, the members will elect a President, Vice President and Treasurer.
Role of PAFP Board
The role of the PAFP Board and PAFP Foundation Board are to:
• engage in strategic thinking and planning
• set the organization’s mission and vision for the future
• establish organizational values
• approve operational or annual plans
• hire capable executive leadership
• ensure adequate financial resources
• promote a positive public image
• ensure the presence of a capable and responsible board
• oversee financial management
• minimize exposure to risk
• measure progress on strategic plan
• monitor programs and services
• provide legal and moral oversight
• evaluate the Executive Vice President/CEO and Board
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PAFP Officers and Board of Directors
The Board of Directors shall be composed of the President; the President-elect; the Board Chair, the Treasurer; the Vice President; the Speaker of the House of Delegates; the Vice Speaker of the House of Delegates; the Senior Delegate to the American Academy of Family Physicians; the Student Representative elected by the Pennsylvania Assembly of Medical Students or its successor assembly; the Resident Representative elected by the Pennsylvania Assembly of Family Medicine Residents or its successor assembly; the Chair of the Assembly of Family Medicine Residency Program Directors and Chairs of Departments of Family Medicine or its successor assembly; the New Physician; one Director from each of the six state regions defined as follows: North West (Armstrong, Butler, Cameron, Clarion, Clearfield, Crawford, Elk, Erie, Forest, Jefferson, Lawrence, McKean, Mercer, Venango, Warren, Counties); South West (Allegheny, Beaver, Bedford, Fayette, Greene, Somerset, Washington, Westmoreland Counties); North Central (Blair, Bradford, Cambria, Centre, Clinton, Columbia, Huntingdon, Indiana, Juniata, Lycoming, Mifflin, Montour, Northumberland, Potter, Schuylkill, Snyder, Sullivan, Tioga, Union, Counties); South Central (Adams, Berks, Cumberland, Dauphin, Franklin, Fulton, Lancaster, Lebanon, Perry, York Counties); North East (Carbon, Lackawanna, Lehigh, Luzerne, Monroe, Northampton, Pike, Susquehanna, Wayne, Wyoming Counties); South East ( Bucks, Chester, Delaware, Montgomery, Philadelphia Counties), one Director-At-Large; and one member of the Corporate Advisory Council or its successor organization who will serve as a non-voting, non-Executive Session member.
The current listing of the Officers and Board of Directors is included in Attachment A. The designation by county with the Directors representing the six regions is included in Attachment B.
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Committees and Commissions
There are six Commissions which focus on the long-term needs of the PAFP and are identified in the PAFP strategic plan. The Bylaws Task Force and Rules Committee, the Executive Committee and the Nominating Committee are not appointments, but include past presidents, speakers, and officers.
Planning Commission - Annually reviews the strategic plan and provides recommendations to the Board of Directors. Commission representatives include the Student and Resident Chairs, Speaker, Board Chair, Program Director Chair, Foundation President, Treasurer, President-elect, and two Past Presidents. Commission meets once a year. Expectations include agenda review, teleconferencing, and attendance at meetings.
Bylaws Task Force and Rules Committee - Annually reviews and updates the bylaws and rules of the House of Delegates (HOD). Committee representatives include Speaker and past Speakers of the House of Delegates. Committee meets on an as-needed basis. Expectations include, agenda review, teleconferencing and attendance at meetings.
Nominations Committee - Recommends nominations from the membership and presents to the annual meeting of the HOD a list of one or more nominations for each of the offices of President-elect, Vice President, Treasurer, and Directors as needed to fill the required regional and At-large positions, one Delegate and one Alternate Delegate to the Congress of Delegates of the AAFP, a Speaker and Vice Speaker of the HOD of the PAFP and such other officers and awards as required. Committee representatives include Past Presidents. Committee meets once a year. Expectations include, agenda review, teleconferencing and attendance at meetings.
Executive Committee - The Committee is composed of the President, President-elect, Vice President, Treasurer, Speaker of the HOD, Board Chair, and Executive Vice President (EVP). The function of the Committee is to direct the work of the EVP of the Academy and it has authority to act for and on behalf of the Board of Directors, except for the expenditure of unbudgeted monies, whenever business of the Academy demands prompt action between stated meetings of the Board and HOD. Committee meets at the request of the President. Expectations include, agenda review, teleconferencing and attendance at meetings.
Practice Advocacy Commission - Assists members in all practice settings to provide high-quality, cost-effective care while maintaining a financially viable practice. Responsibilities include monitoring and analyzing how medical economics, reimbursement and practice costs are impacting family physician practices; and monitoring and evaluating issues related to credentialing and privileging of family physicians, quality improvement and scope of practice. Communicate and provide advocacy for family physicians practicing in urban, suburban and
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rural areas of the Commonwealth. Commission meets twice a year. Expectations include, agenda review, teleconferencing, and attendance at meetings.
Education Commission - Provides oversight and directs development of all continuing medical education programs including live and online continuing medical education (CME). Commission meets twice a year in person and may teleconference as needed. Expectations include, agenda review, subject matter selection, possible review and development of other conference material, teleconferencing, and attendance at meetings.
Legal and Governmental Affairs Commission - Provides recommendations to the Board of Directors on policies related to legislative, regulatory and legal affairs. Reviews current health care legislation and recommends changes that will enhance quality health care. Communicate and provide advocacy for family physicians practicing in urban, suburban and rural areas of the Commonwealth. Commission meets twice a year. Expectations include, agenda review, teleconferencing, and attendance at meetings.
Finance Commission - Reviews all financial reports including revenue and expense, audit and investment. Commission also supervises the keeping of the PAFP’s accounts, submits the annual budget for BOD approval, monitors the performance of the PAFP, reviews and advises on investment policy, provides ongoing financial and budgetary advice and arranges an annual audit of the financial records. Commission meets twice a year. Expectations include, agenda review, teleconferencing, and attendance at meetings.
Member Services Commission - Identifies and communicates the value of membership to members and medical graduates through recruitment and retention efforts, communication initiatives, component chapter relations and affinity programs. Commission meets twice a year. Expectations include, agenda review, teleconferencing, and attendance at meetings.
Resident and Student Affairs Commission - Analyzes trends related to medical student interest in family medicine and effectiveness of current family medicine resident and student initiatives. Commission also works with appropriate entities to advocate for family medicine, promote the specialty to qualified medical graduates to enter family medicine, and oversees the annual Spring Family Medicine Conference. Commission meets twice a year. Expectations include, agenda review, teleconferencing, and attendance at meetings.
The current listing of members of Commissions and Committees are included in Attachment C.
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Annual Business Meeting
The PAFP conducts an Annual Business Meeting that discuss resolutions and business of the PAFP. Any PAFP member in good standing (including active, residents, and students) shall be eligible to vote at the time of the Annual Business Meeting.
Bylaws
The PAFP delineates the decision-making authority in the bylaws. The bylaws basically represent the operational framework regarding the establishment, integration and maintenance of an effective and representative governance system. The bylaws are included in Attachment D.
Vision/Mission/Principles
The vision is the image or state to which the PAFP aspires. Simply, the vision articulates what the members strive for.
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The PAFP vision statement: Pennsylvania Academy of Family Physicians and its Foundation will be viewed as (a) the leading influential resource among family physicians and physicians in training in Pennsylvania, (b) the primary voice on health care issues with state legislative and administrative branches of government, media and professional health organizations, (c) a benchmark state on the national level; (d) setting the standard for organized medicine and (e) the leader on health care issues in the community.
The mission is the organization’s purpose, which should be motivating and descriptive.
The PAFP mission statement:
The Academy and its Foundation will support its members through advocacy and education to ensure a physician-coordinated, patient-centered medical home and quality health care for every Pennsylvanian.
The declaration of principles is the statement of the values embodied in our commitment to our membership, staff, policymakers, affiliated organizations, and Pennsylvanians.
The PAFP declaration of principles:
Responsive: Rapid response to member needs and the changing health care environment.
Efficient: Delivering the best value to membership in a highly responsive manner with the least expenditure of resources.
Innovative: Improvement of products, processes and development of creative and effective ideas that meet the needs of our present and future members.
Trustworthy: The confidence to delegate to the staff the responsibility and authority to do their jobs.
Ownership: The acceptance of individual responsibility for the vision and mission and the individual roles of the membership and Academy staff in maintaining that vision and mission.
Ethical: Honesty in dealing with others and ourselves. Individual principles that respect the views of others.
Leadership: Enthusiasm for and commitment to our shared vision and mission. Identifying and setting new directions.
Commitment: Steadfast pursuit of goals to successful conclusions.
Teamwork: Physicians and staff working together for desired results.
Caring: Responsible, ethical and honest participation in Pennsylvania’s communities.
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Strategic Plan
The strategic plan is a consensus process through which the organization defines its purpose, describes a future state it wants to achieve, identifies barriers and opportunities in reaching its destination, and decides how it intends to get there. The plan lists a set of priorities that is achievable, flexible, measurable and time sensitive. It should be short, simple, flexible and responsive to the changing environment.
The PAFP strategic plan is a three-year plan that is reviewed annually by the Planning Commission. Prior to presenting the plan to the Commission, staff will meet and discuss the priorities outlining the goals, objectives, strategies, and Commission/staff responsible.
The PAFP three-year strategic plan is included in Attachment E. Website
The PAFP website contains member information related to education (online, live, webinars), advocacy, programs and services, Academy journal, supporters, public health initiatives, leadership, and a host of additional resources. The PAFP is an e-Association with services provided online for member information and resources. Agendas for the Board, Commissions and the Annual Meeting are posted on the website for members to access. The website is updated by staff daily and features current events and news related to family medicine and health care in general. The website is located at www.pafp.com.
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Ethical Conduct
It is expected that once you are elected to the Board of Directors you maintain a code of ethics. The code of ethics may exist for the purpose of defining accepted guidelines for Board Directors, to inform the public of standards to which the organization’s members conform, to inspire members to higher values or purpose or to remind them of the organization’s mission, or perhaps to make a statement of position on certain actions or behaviors.
Code of Ethics:
• Each member of the Board of Directors will abide in all respects by the Code of Ethics and all other rules and regulations of the Academy (including but not limited to the Academy’s Articles of Incorporation and Bylaws) and will ensure that their membership (or the membership of the entity for which they serve as officer, director, employee, or owner, as the case may be) in the Academy remains in good standing at all times. Furthermore, each member of the Board of Directors will at all times obey all applicable federal, state and local laws and regulations and will provide or cause to provide the full cooperation of the Academy when requested to do so by those institutions and their persons set in authority as are required to uphold the law.
• Members of the Board of Directors will conduct the business affairs of the Academy in good faith and with honesty, integrity, due diligence, and reasonable competence.
• Except as the Board of Directors may otherwise require or as otherwise required by law, no Board member shall share, copy, reproduce, transmit, divulge or otherwise disclose any confidential information related to the affairs of the Academy, and each member of the Board will uphold the strict confidentiality of all meetings and other deliberations and communications of the Board of Directors.
• Members of the Board of Directors will exercise proper authority and good judgment in their dealings with Academy staff, suppliers and the general public and will respond to the needs of the Academy’s members in a responsible, respectful and professional manner.
• No member of the Board of Directors will use any information provided by the Academy or acquired as a consequence of the Board member’s service to the Academy in any manner other than in furtherance of his or her Board duties. In addition, no member of the Board of Directors will misuse Academy property or resources and will at all times keep the Academy’s property secure and not allow any person unauthorized by the Board of Directors to have or use such property.
• Each member of the Board of Directors will use his or her best efforts to regularly participate in professional development activities and will perform his or her assigned duties in a professional and timely manner pursuant to the Board’s direction and oversight.
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• The Board of Directors dedicates itself to leading by example in serving the needs of the Academy and its members, and in representing the interests and ideals of the medical profession.
• No member of the Board of Directors shall persuade or attempt to persuade any employee of the Academy to leave the employ of the Academy or to become employed by any person or entity other than the Academy. Furthermore, no member of the Board of Directors shall persuade or attempt to persuade any member, exhibitor, advertiser, sponsor, subscriber, supplier, contractor, or any other person or entity with an actual or potential relationship to or with the Academy to terminate, curtail or not enter into its relationship to or with the Academy, or to in any way reduce the monetary or other benefits to the Academy of such relationship.
• The Board of Directors must act at all times in the best interests of the Academy and not for personal or third-party gain or financial enrichment. When encountering potential conflicts of interest, Board members will identify the conflict and, as required, remove themselves from all discussion and voting on the matter. Specifically, members of the Board of Directors shall:
• avoid placing (and avoid the appearance of placing) one’s own self-interest or any third-party interest above that of the Academy; while the receipt of incidental personal or third-party benefit may necessarily flow from certain Academy activities, such benefit must be merely incidental to the primary benefit to the Academy and its purposes;
• not abuse their Board membership by improperly using their Board membership or the Academy’s staff, services, equipment, resources, or property for their personal or third-party gain or pleasure, and shall not represent to third parties that their authority as a Board member extends any further than that which it actually extends;
• not engage in any outside business, professional or other activities that would directly or indirectly materially adversely affect the Academy;
• not engage in or facilitate any discriminatory or harassing behavior directed toward Academy staff, members, officers, directors, meeting attendees, exhibitors, advertisers, sponsors, suppliers, contractors, or others in the context of activities relating to the Academy;
• not solicit or accept gifts, gratuities, free trips, honoraria, personal property, or any other item of value from any person or entity as a direct or indirect inducement to provide special treatment to such donor with respect to matters pertaining to the Academy without fully disclosing such items to the Board of Directors; and
• provide goods or services to the Academy as a paid vendor to the Academy only after full disclosure to, and advance approval by, the Board, and pursuant to any related procedures adopted by the Board.
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Fiduciary Duties of Officers and Directors
The fiduciary responsibilities (legal duties) of the Directors have been established by case law and liability insurance practices, as well as state corporation law.
The duties are threefold:
The Duty of CareThe Duty of Care requires the Director to do what would be expected of any prudent person in the same position. It requires the Director to read relevant documents, prepare carefully for board meetings, pay attention to what is going on, and ask questions to clarify actions that are being taken. The Duty of Care permits the delegation of certain responsibilities to experts, staff, committees and task forces, but requires the Director to stay informed of their activities and take appropriate action when indicated.
The Duty of LoyaltyThe Duty of Loyalty requires the Director to give undivided allegiance to the Academy of which he or she is a Director, without regard to personal interest, business interest, or the interest of any other region or organization. Furthermore, it is a breach of the duty of loyalty for a Director to use inside information gained in the performance of his or her responsibilities for personal benefit, or to benefit his region, business or any other organization. This constitutes conflict of interest.
The Duty of ObedienceThe duty of obedience requires the Director to act within the scope of legal authority, including the Academy’s articles of incorporation, bylaws and mission.
Expectations of the Board DirectorThe expectations of the Board Director include:
• establish policy • work closely with the PAFP • oversee financial affairs• perform strategic planning• speak with one voice on behalf of the Academy• voice concerns in Board discussions respectfully• rise above disagreements and move on, not undermining the Board’s position• serve as a communication link between yourself and your colleague• be informed• be an active presence in your community by representing the Academy as a Director
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Speaking with One Voice
Once the Board makes a decision, the Board Director is to speak with one voice. Speak-ing with one voice implies that you have had reasonable opportunity to participate in the debate of the issues and opportunities before the Commission or Board. You may have disagreed with the Boards’ decision, and you may say so publicly. However, once the Board makes a policy decision, and even if you do not fully support the Board’s position, we are each asked to do our best to help implement that policy in the spirit of moving our organization ahead in accordance with our democratic principles.
Officer and Director Report
An Officer and Director report is to be completed prior to a scheduled Board meeting. The report template is sent via email to all Board Directors. The report should include the Director’s activities such as meetings including AAFP, hospital and or county. The template is included in Attachment F.
PAFP Foundation Trustee Giving
All of the Academy’s fund-raising campaigns must have the leadership and the financial support of the Board of Trustees. The most important of those development efforts should be the raising of funds necessary to maintain and enhance the Academy’s pro-grams and services, student scholarships and continuing medical education year after year. This is accomplished in part, through the financial support of the Trustees. Thus, this requires that Trustees be in the forefront as they contribute their own funds and as they personally raise other money. To successfully raise money externally, you must first raise money internally, and that starts with the Foundation Board.
External giving to the Foundation will be positively influenced if Trustees can demon-strate to non-board prospects that Trustees support the campaign with their 100 per-cent participation. The philanthropic spirit is infectious. Giving is definitely influenced by the example of others—and the Foundation Board is capable of setting the very best example for others to follow.
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Committee and Commission Assignments
Members are provided the opportunity to participate on Commissions. When the Com-missions are announced in January, members can complete an application online (www.pafp.com) expressing their interest to serve on a particular Commission. The PAFP Executive Committee will review all applications and present a listing of Commission members to the Board of Directors recommending approval at the reorganization Board meeting in May.
Board Meetings and Agendas
The Board Chair will determine the dates for Board meetings. There are three Board meetings per year. Two of the three meetings are Leadership Cluster Meetings (Clus-ters), which include meetings of the Commissions. The Commission Chairs will report to the Board any action or resolution that was approved. The Board will determine the final outcome of the resolution. The Executive Committee typically meets prior to Board meetings. A summary from the Executive Committee meeting is provided by the Board Chair. Please make sure to attend every Board meeting unless extraordinary circum-stances prevent you from doing so. The dates of upcoming Board meetings for the New Year are included in the agendas.
All Board Directors should be familiar with all topics that will be under consideration at each Board meeting. Therefore, please review thoroughly the Board agenda, which is posted on the PAFP website at least one week or earlier prior to the meeting. Any late materials provided after the agenda is posted will be provided at the meeting. Executive Sessions
At times, the Board will meet in Executive Session to consider items of business such as personnel, legal and ethical issues. Discussions that take place in Executive Session are to be treated confidentially. However, motions may be made in regular session regard-ing actions taken in Executive Session. These motions are included in the minutes.
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Because much Board work is carried out via email, it’s important to take care in using email appropriately. Keep in mind that email may not be the appropriate method of communication in all cases. For example, some sensitive issues (for example, a person-nel issue or a conflict) might be better handled with a phone call or face-to-face meet-ing. Note that Directors’ skill levels in using email varies widely, so please take care so that you reach everyone you wish with your email communications.
Occasionally, Board Directors will receive email from an outside party addressed to the entire board, or to another large group of recipients. It is a practice to avoid having each individual Board member compose a reply to the sender of such correspondence. If a response seems necessary, as a spokesperson of the PAFP, it’s the President’s role to write a response on behalf of the entire Board. There may be occasions when a reply by the President is not called, for example, when a letter is merely copied to the Board and not specifically addressed to the board.
After the Board re-organization meeting, all Board Directors will receive a copy of all members of the Board with contact information including email addresses. Conflict of Interest Statements
All Board Directors and Commission Members are required to complete a conflict of interest statement before serving in a leadership capacity. Prior being sworn in as a Board Director, staff will send an announcement that Directors are required to complete a conflict of interest statement online at www.pafp.com. A sample statement is included in Attachment G.
Officer and Board Director Expectations
As an Officer of the PAFP Board, it is expected that you attend meetings on behalf of the Academy. Meetings may occur within your community, statewide, or outside the state. A list of Board and Officer expectations are included in Attachment H.
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Nominations
The Nominations Committee will nominate the best qualified member to fill Officer, Director and AAFP Delegate openings. A nominating slate is presented to the House of Delegates for approval annually. The new Officers and members of the Board will start their term at the re-organization Board Meeting in May.
Travel and Expense Reports
All Board Directors and Commission members are reimbursed for expenses while travel-ing to PAFP meetings. A travel expense report is provided and it’s expected for you to submit your expense report and receipts within one month of the meeting to the PAFP office. A reimbursement form is included in Attachment I.
You can either fax or mail your expense report and receipts to:
Pennsylvania Academy of Family Physicians2704 Commerce Drive Suite A
Harrisburg, PA 17110717-564-4235 FAX
Cluster Meetings
• The Academy will reimburse tolls and mileage (at the rate allowed by IRS regulations and adjusted annually as these rates change) and will reimburse coach airfare up to $400 for all officers, board and commission/committee members if traveling 200 miles or more to the cluster meeting site.
• The Academy will reimburse one night’s lodging per cluster meeting (one room only) for a Commission or Board member and one guest who travels at least 50 miles to the meeting place.
• The Academy will provide meals for Academy members and one guest. The Academy member will be invoiced for cost of meals for additional guests and children. All at-tendees must be pre-registered.
• The Academy will reimburse all of the above if funds are available in the current year’s budget for these expenses or approved by the Treasurer or Executive Vice President.
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Board of Directors or Executive Committee Meetings NOT Held in Conjunction with Cluster Meetings
• The Academy will reimburse tolls and mileage (at the rate allowed by IRS regulations and adjusted annually as these rates change) and will reimburse coach airfare up to $400 members if traveling 200 miles or more to the meeting site.
• The Academy will reimburse one night’s lodging at the Academy rate and up to $75 per day for meals if not provided by the Academy.
Commission and Committee Meetings - NOT Held in Conjunction with Cluster Meetings
• The Academy will reimburse tolls and mileage (at the rate allowed by IRS regulations and adjusted annually as these rates change) and will reimburse coach airfare up to $400 if traveling 200 miles or more to the meeting site.
• The Academy will reimburse one night’s lodging at the Academy rate and up to $75 per day for meals if not provided by the Academy.
• Expenses for such meetings will be reimbursed from the appropriate line item of the budget if:• the request has been previously submitted to the Treasurer and Executive Vice
President prior to the event and approved;• there are funds available in the current year’s budget for this expense.
Officers Stipend and Expense Reimbursements
• The President and the President-elect will receive a monetary stipend for “time commitment’ on a yearly basis. Travel reimbursements will be handled separately as outlined under other appropriate headings.
This allowance is fixed by the Board of Directors.
Annual StipendsPresident ..................... $2,500President Elect ............. $1,000
• In addition, officers will be reimbursed for tolls and mileage (at the rate allowed by IRS regulations and adjusted annually as these rates change) and will reimburse coach airfare up to $500 if traveling 200 miles or more while traveling on Academy official business (refer to PAFP expectations of officers).
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Board of Directors attending Academy Annual Meeting
• The Academy will reimburse Board Members to attend the Academy’s Annual Meeting. The reimbursement amount will be adjusted annually and approved with the passage of the annual operating budget. The reimbursement will be based on the location and length of the meeting pursuant to budget constraints.
Special Assignments Travel
• The Academy will reimburse tolls and mileage (at the rate allowed by IRS regulations and adjusted annually as these rates change) and will reimburse coach airfare up to $500 if traveling 200 miles or more while traveling on Academy official business, including physician testimony, Board members attending the AAFP Leadership Forum (refer to expectations of officers), etc.
• The Academy will reimburse lodging for members while traveling on official Academy business and meal expenses up to $75 per day.
• Expenses for such Special Assignments will be reimbursed from the appropriate line item of the budget if:• the request has been previously submitted to the Academy’s Treasurer and
Executive Vice President prior to the event and approved;• there are funds available in the current year’s budget for this expense, and; • the Executive Vice President consults with the appropriate person(s) charged with
the expenses covered in that line item before authorizing the reimbursement.
Travel Reimbursement -- AAFP Delegates
• The Academy will reimburse travel, lodging and meals for two AAFP delegates and two AAFP alternate delegates for the AAFP’s annual meeting, up to $2,500 each. Lodging and meals can include the night before the House of Delegates and the night immediately following the House of Delegates (one room only). PAFP will not reimburse meals or travel expenses for guest or spouse and children.
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General Guidelines for Meeting-Related Expenses
• Only expenses related to volunteer service are reimbursable from the PAFP budget. If a board or commission member incurs expenses for non-meeting activities such as extra hotel nights related to non-commission related business prior to or following a meeting, these expenses should not be submitted for reimbursement. If these costs are directly billed to the PAFP (such as hotel nights prior to a meeting), the individual should reimburse the PAFP for these expenses.
• When possible, every effort should be made to book your air flights within a reasonable period of time to take advantage of reduced prices. The PAFP will only reimburse coach or senior citizen airfare rates.
• Every effort should be made to use low-cost transportation. Use of public transportation is encouraged; however, members are allowed to use rental cars. The PAFP has a corporate account with Enterprise. Please call or email the PAFP for the corporate account and PIN number.
• Parking tickets or fines for traffic violations are not reimbursable expenses. • Moderate or lower-priced hotels and motels should be used. When traveling with a
spouse, volunteers are expected to pay the additional cost, if any, for a double room. • Check-in baggage at the airport and tips are reimbursable.
D&O (Director and Officer Insurance)
The PAFP has an Officer and Director insurance policy that is designed to pay for claims and defend when claims assert liability on the part of the PAFP Officers and Board Directors acting on the behalf of the association. The policy covers errors and omissions by Officers and Board Directors acting on behalf of the PAFP. The policy provides payment for damages and costs of defense in claims against these Board Directors. The PAFP has indemnified the PAFP Officers and Board Directors against personal liability for the good faith actions of the Board on behalf of the PAFP and funding the indemnification by purchasing liability insurance.
Board of Directors Orientation Manual | Page 24
PAFP Budget
The PAFP fiscal year runs concurrently with the calendar year. Before the fall season, Staff prepares a draft budget. To provide for maximum financial oversight and planning, the Finance Commission will review the draft in early fall. The budget includes the Academy and Foundation revenue and expenditures with variances. Once the draft budget is approved by the Finance Commission, the Treasurer will present the draft budget to the Board of Directors for review and final approval. When approved, the budget will be operational January 1.
PAFP Staff
The Board understands that its role is to set policy for the PAFP and that the staff’s role is to implement those policies. It’s important for Board members to recognize the boundaries in the Board/staff relationship and to avoid unnecessarily micromanaging day-to-day PAFP operations. Similarly, the staff should avoid making broad policy deci-sions that should be handled by the Board.
Your service as a Board member will require you to interact with PAFP staff frequently. Sometimes, these interactions come up during Commission work and, in these routine cases you typically would work with the staff directly.
However, there may be more complex occasions that come up (for example, if you feel a need to deliver constructive criticism) that may put staff in an awkward position. In these cases (and in any case that seems borderline in any way), you are strongly encour-aged to take the issue directly to the Executive Vice President/CEO.
The staff organizational chart is included in Attachment J.
Board of Directors Orientation Manual | Page 25
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