healthcare businesswomen’s association governance training companion document revised 12-15-11

Healthcare Businesswomen’s Association

Governance Training

Companion DocumentRevised 12-15-11

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Practical ApplicationFor each situation, determine the following:

1. Is the situation governed by legal authorities or the HBA?

2. What is the best course of action?

3. Who must make the decision/be notified?





Practical Application: Governance

Situation 1: Best Practice Discussion• A board member (corporate or chapter) wants to provide a

portion of the proceeds of an event to a charity whose mission is to find a cure for leukemia.

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Practical Application: Governance

Situation 1: Guidance

1. Yes, but in accordance with strategic and branding alignment and tax compliance.

– The HBA strategic alliances guidelines provide a framework and process for vetting this type of relationship. As a general rule, the charity must align with and/or serve as a catalyst to advance the HBA mission.

– Monies must be given directly to the charitable entity (i.e., not through the HBA) in order to be considered as a charitable deduction on the donator’s income tax statement.

2. The first step prior to committing to and planning for this type of event is to contact the corporate HBA director of business development, who approves alliances and notifiesthe staff director of chapter development.

3. Clarity on charitable tax-deduction status must be presentin all event communications and questions directed to the staff director of finance and administration.

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Practical Application: Organizational Structure

Situation 2: Best Practice Discussion• A chapter board member wants to hold an event on a topic that half

of the chapter board members are uncomfortable moving forward with because they believe it does not align with the mission/vision. May the chapter program director move ahead?


1. Is the situation acceptable under the framework of our organization?







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Situation 2: Guidance1. No, decisions require a majority in favor.2. The best course of action is to evaluate the topic in relation to the

following questions: Was the topic identified in any needs assessment? Was there a previous event with high attendance and positive ratings? Were similar events profitable in the past?

3. If the chapter board cannot agree, defer to the HBA director of professional development and the staff director of chapter development for clarification of alignment with strategy.

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Situation 3: Best Practice Discussion• A member has connections with the state’s governor, who wishes to

speak at the member’s chapter HBA event.


1. Is the situation acceptable under the framework of our structure?







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Situation 3: Guidance1. Yes.2. Chapters may invite speakers at their discretion; however, all

speakers must present topics that align with the HBA mission. HBA is a non-political organization, and as such, we do not promote or endorse political candidates, so this must be clearly understood by the speaker. Please ensure that the speaker remains on topic and does not discuss his or her political view/opinions.

3. The HBA director of professional development and staff director of chapter development must be notified prior to the decision for input and guidance, with the final decision made by the chapter executive committee (EC).

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Practical Application: Bylaws

Situation 4: Best Practice Discussion• A director-at-large has resigned after serving 6 months of her 2-year

term.









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Situation 4: Guidance1. Yes, this situation is acceptable. The individual resigning must give

written/e-mail notice to the secretary or president of her board as per the chapter operating policy.

2. Inform the secretary (chapter), who immediately notifiesthe secretary (corporate) and staff director of chapter development of this resignation and the board’s planned course of action to fill the vacancy. The EC (chapter) must appoint a replacement in a timely fashion. The appointed director will complete the remainder of the 2-year term (18 months in this example) and be a voting member of the respective board.

3. The EC (chapter) makes the decision, and the secretary (chapter and corporate) and staff assigned to chapters are notified.

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Situation 5: Best Practice Discussion• A board sees the need to add another director-at-large several

months after the annual business meeting (elections) has occurred.









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Situation 5: Guidance1. Yes, this situation is acceptable, but the director is

non-voting for a 1-year term.2. The respective board makes a motion to seek candidates and

present nominees to its EC by a set date. The EC interviews submitted nominees.

3. The EC selects the candidate and appoints her at the next respective board meeting via a motion and vote. The secretary (chapter and corporate) and staff director of chapter development are notified.

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Situation 6: Best Practice Discussion• The board meets but does not have a quorum and needs to make a

decision on a vital and time-sensitive motion.









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Situation 6: Guidance1. No, the board may not vote on a decision without a quorum. 2. Those in attendance may wish to reach out to those not present to

see if they can join the call for the discussion and form a quorum so the board can vote.

3. Alternatively, if the decision is business critical and there is a quorum of the EC, upon close of the board meeting, the EC can be called to order and the decision made. This should be a typical EC meeting process (call to order, validation of a quorum, motion submitted, seconded, vote taken, EC meeting closed) with minutes.

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Situation 7: Best Practice Discussion• A vice president wants to serve in the same role for the next year.









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Situation 7: Guidance1. No, the vice president may not serve successive terms.*2. The immediate past president, who chairs the nominating

committee, supported by the respective EC, must abide by the relevant HBA governance: See Article V, Section 1 of the HBA Bylaws or Chapter Operating Policy.

3. If any additional issues/concerns arise, the immediate past president in conjunction with the chapter secretary would inform the HBA secretary, HBA immediate past president, and staff director of chapter development.

*Officer terms are not renewable with the exception of the treasurer (can renew for another 2-year term) and the secretary (can renew for another 1-year term).

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Practical Application: Fiduciary Responsibility

Situation 8: Best Practice Discussion• A chapter board member wants to hold an appreciation dinner/social

event for chapter board leaders only, which will be paid for by the chapter.









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Practical Application: Fiduciary Responsibility

Situation 8: Guidance1. Yes, this situation is acceptable under the current chapter operating

framework.2. The event expenditure should be considered with respect

to the chapter’s financial situation and be fiscally respectful of the fact that member funds are being used to fund this event. The expenses should be fully disclosed in the chapter operating budget and coordinated along with a specific board event, i.e., following a monthly chapter board meeting or retreat.

3. The chapter board makes the decision, communicatesit to the HBA treasurer, and discloses it in the quarterly financials. Ideally, the expenditure is anticipated well in advance and included in the chapter’s annual budget.

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Practical Application: Apparent Authority

Situation 9: Best Practice Discussion• The chapter director of programs approaches a local hotel about space for

her chapter event. The director informs the hotel sales representative that she is “on the HBA board” and that the HBA holds over 200 events a year, including annual conferences that attract more than 1,000 attendees. She gives the impression that she may have full authority or significant influence over the decisions of the HBA (to leverage potential buying power for her chapter).


1. Does a situation of apparent authority exist?




1. Does a situation of apparent authority exist?



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Practical Application: Apparent Authority

Situation 9: Guidance1. Yes, if not managed properly.2. The director should state that she makes decisions

only on a local level, for her chapter. The director should not imply any authority over the decision or ability to influence the decision for HBA events outside her chapter.

3. Seek additional guidance/support from the HBA secretary or the staff director of chapter development.

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Practical Application: Roles and Responsibilities

Situation 10: Best Practice Discussion

• A director-at-large (corporate or chapter) continues to complain about her volunteer workload. She has not recruited any volunteers to help her carry the load and is very hesitant to delegate any responsibilities.


1. Should this situation be addressed?




1. Should this situation be addressed?



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Practical Application: Roles and Responsibilities


1. Yes, directly and promptly.

2. Set time to talk with the director and find out the following:– Do you both feel the director is well suited to her role?

(Are the individual and the HBA receiving value)?– What are the challenges and possible solutions you both see?

3. Design and agree upon an action plan to change the dynamic so all board members may enjoy a positive volunteer experience.

4. Ideally, the chapter board designates a member of its EC for oversight of each functional area director. This would be the ideal person to address the situation. If not, the EC determines who within the EC will handle it.

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• A chapter board member has let her HBA membership lapse and indicates that she is unable to pay for her membership. She requests chapter funds to cover her payment.









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1. Under the current chapter operating framework, all chapter board members are required to maintain their membership in good standing. If they are unable to do so, this would create noncompliance.

2. The board member should be encouraged to take advantage of any available HBA financial assistance programs.

3. Chapters may consider the request based on the chapter’s financial situation, the individual’s HBA volunteer service, the individual’s tenure as an HBA member, specific/special circumstances, etc. The expenses should be fully disclosed in the chapter operating budget, and the individual may not be a party to the discussion or decision-making process.

4. The HBA treasurers (corporate and chapter), director of membership (corporate), staff director of finance and administration, and staff director of chapter development must be notified prior to the decision for input and guidance, with the final decision made by the chapter EC.

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Practical Application: Conflict of Interest


• A board member (corporate or chapter) offers to provide certain printing services to the HBA at a cost equal to or near the cost of materials.


1. Does a conflict of interest (or the appearance) exist?







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Practical Application: Conflict of Interest


1. Yes, this does present a potential conflict of interest if not managed properly.

2. The board member in question should state that there is a potential conflict of interest and then submit a quote for the printing to the respective board. The board member in question must then recuse herself from discussions and final vote on this project. The board should secure additional quotes for consideration as part of good practice regardless of this situation. The secretary of the respective board should note in the board meeting minutes that the board member has submitted a quote for the printing and was recused from all discussions and votes.

3. The decision concerning a potential conflict of interest is decided by the respective board. If further consideration is needed, contact the HBA secretary (corporate).

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Practical Application: Conflict of Interest (COI)


• A director-at-large is serving the 2nd year of her 2-year term. She does not want to sign the COI form for this year, since she signed it last year.









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1. Yes, all HBA board members must sign a COI form each year. Technically, there is a new board each year, with people rotating off and new people joining, so this is a requirement per the HBA policies.

2. Without the signed form, the director may not continue in her role. An officer of the board should contact the director to resolve the situation.

3. The secretary (corporate or chapter) is best suited to take the lead. Follow the guidelines for addressing non-performing board members, which are stored centrally in the HBA Resource Center.

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• A board member (corporate or chapter) wants to provide a presenter to cover the topic of how to invest the funds. The presenter provides personal investment advice to the board member’s husband.









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1. Yes, if not managed properly.

2. The board member in question should state there is a potential conflict of interest and must disclose the relationship to her respective board. The board member must then recuse herself from discussions and final vote on this matter. The board should explore alternatives for investment advice as part of good practice regardless of this situation. The secretary (corporate or chapter) should note this matter in the board meeting minutes and that the director in question was recused from all discussions and votes.

3. The decision concerning a potential conflict of interest is made by the respective board. For investment information, the HBA treasurer (corporate) and staff director of finance and administration should also be notified.

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Practical Application: E-mail

Situation 15: Best Practice Discussion• The chapter board has been given a roster of 25 employees of a

local company who have asked to be put on our mailing list. The chapter wants to add these names as prospects to the HBA database so these people can receive e-blasts.









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Practical Application: E-mail

Situation 15: Guidance1. The situation is governed by the HBA e-mail policy and guidelines

and by CAN-SPAM regulations.2. The names should be provided to the staff event database

associate to add to the HBA database, followed by ane-mail to the prospects giving them the option to opt out of receiving future e-mails. Their responses will be profiled in the HBA database for future e-mails.

3. The HBA determines the guidelines for all communications in order to remain compliant with CAN-SPAM regulations. All directors of marketing, membership and programs should be made aware of the HBA e-mail policy.

healthcare businesswomen’s association governance training companion document revised 12-15-11

Documents

members chapter hba

practical applicationfor

hba mission

chapter program director

best course of action

chapter board members

type of event

situation acceptable