the board of directors orientation manualpafp.com/images/pafp-orientation-manual-2019-master.pdfthe...
TRANSCRIPT
Table of Contents
Pennsylvania Academy of Family Physicians ................................................................................................ 1
Introduction .................................................................................................................................................. 1
Getting Started … .......................................................................................................................................... 2
American Academy of Family Physicians ...................................................................................................... 2
501(c) Organization ....................................................................................................................................... 2
Role of PAFP Board ....................................................................................................................................... 3
PAFP Officers and Board of Directors ........................................................................................................... 3
Committees ................................................................................................................................................... 3
Annual Business Meeting .............................................................................................................................. 4
Bylaws ........................................................................................................................................................... 4
Vision/Mission .............................................................................................................................................. 4
Strategic Plan ................................................................................................................................................ 5
Website ......................................................................................................................................................... 5
Ethical Conduct ............................................................................................................................................. 5
Fiduciary Duties of Officers and Directors .................................................................................................... 7
Expectations of the Board Director .............................................................................................................. 8
Speaking with One Voice .............................................................................................................................. 8
PAFP Community .......................................................................................................................................... 8
PAFP Foundation Trustee Giving .................................................................................................................. 8
Committee Assignments ............................................................................................................................... 9
Board/Committee Meetings and Agendas ................................................................................................... 9
Executive Sessions ........................................................................................................................................ 9
E-mail ............................................................................................................................................................ 9
Conflict of Interest Statements ................................................................................................................... 10
Officer and Board Director Expectations .................................................................................................... 10
Nominations ................................................................................................................................................ 10
Travel and Expense Reports ........................................................................................................................ 10
D&O (Director and Officer Insurance) ........................................................................................................ 13
PAFP Budget ................................................................................................................................................ 13
PAFP Staff .................................................................................................................................................... 13
ATTACHMENT A .......................................................................................................................................... 14
ATTACHMENT B .......................................................................................................................................... 15
ATTACHMENT C .......................................................................................................................................... 17
ATTACHMENT D .......................................................................................................................................... 25
ATTACHMENT E ........................................................................................................................................... 28
ATTACHMENT F ........................................................................................................................................... 34
ATTACHMENT G .......................................................................................................................................... 36
Pennsylvania Academy of Family Physicians
Introduction
The Pennsylvania Academy of Family Physicians (PAFP) Orientation Manual is intended to give you, a new or prospective member of the Board of Directors/Committee, a general introduction to service with the PAFP. It will outline what to expect and what will be expected of you. This manual forms the basis of new member orientation, which is held each year; you are asked to review this manual before your scheduled orientation.
This manual will not answer every question you may have about service with the PAFP, and there are many other 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 your time; we look forward to working with you and your colleagues by improving services to all members of the PAFP.
May 2019
Page 1
Getting Started
Serving on the PAFP Board/Committee is a significant commitment, and you are encouraged to exercise self-care when starting out in your role as a volunteer. Every new volunteer takes time to get up to speed with the work of the PAFP, 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 or Committee member. There are five characteristics for an effective Board/Committee: 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 120,000 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 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 carriedout between annual meetings by the Board of Directors and a number of standing and specialCommissions and Committees. Delegates to the Congress of Delegates elect the Board, which in turnappoints Commission and Committee members.
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.
Page 2
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 re-organization 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
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 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; three Directors-At-Large; and the Foundation President.
The current listing of the Officers and Board of Directors is included in Attachment A.
Committees
Continuing Professional Development - Provides oversight and directs development of all continuing medical education programs including live and online continuing medical education (CME). The Committee 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
Page 3
material, teleconferencing, and attendance at meetings.
Governmental & Practice Advocacy - 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. Expectations include agenda review, teleconferencing, and attendance at meetings.
Resident and Student Affairs - Analyzes trends related to medical student interest in family medicine and effectiveness of current family medicine resident and student initiatives. The Committee 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. The Committee meets twice a year. Expectations include agenda review, teleconferencing, and attendance at meetings.
Governance & Leadership - Supports the strategic plan of the PAFP by monitoring and improving organizational wellness, ensuring a robust professional home so family physicians function well for the Commonwealth of PA and its population. This Committee is charged with identification and development of leaders; engagement; to nurture and “deploy”; assessment and evaluation of all leadership, and nominations.
The current listing of members of Committees are included in Attachment B.
Annual Business Meeting
The PAFP conducts an Annual Business Meeting that discusses 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 C.
Vision/Mission
The vision is the image or state to which the PAFP aspires. Simply, the vision articulates what members strive for.
PAFP vision statement:
The 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
Page 4
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 physician-coordinated, personalized, and comprehensive quality health care for every Pennsylvanian.
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 Board of Directors.
The PAFP three-year strategic plan is included in Attachment D.
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, Committees 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.
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 allother rules and regulations of the Academy (including but not limited to the Academy’s Articlesof Incorporation and Bylaws) and will ensure that their membership (or the membership of theentity for which they serve as officer, director, employee, or owner, as the case may be) in the
Page 5
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 faithand with honesty, integrity, due diligence, and reasonable competence.
Except as the Board of Directors may otherwise require or as otherwise required by law, noBoard member shall share, copy, reproduce, transmit, divulge or otherwise disclose anyconfidential information related to the affairs of the Academy, and each member of the Boardwill uphold the strict confidentiality of all meetings and other deliberations and communicationsof the Board of Directors.
Members of the Board of Directors will exercise proper authority and good judgment in theirdealings with Academy staff, suppliers and the general public and will respond to the needs ofthe 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 oracquired as a consequence of the Board member’s service to the Academy in any manner otherthan in furtherance of his or her Board duties. In addition, no member of the Board of Directorswill misuse Academy property or resources and will at all times keep the Academy’s propertysecure and not allow any person unauthorized by the Board of Directors to have or use suchproperty.
Each member of the Board of Directors will use his or her best efforts to regularly participate inprofessional development activities and will perform his or her assigned duties in a professionaland timely manner pursuant to the Board’s direction and oversight.
The Board of Directors dedicates itself to leading by example in serving the needs of theAcademy and its members, and in representing the interests and ideals of the medicalprofession.
No member of the Board of Directors shall persuade or attempt to persuade any employee of theAcademy to leave the employ of the Academy or to become employed by any person or entityother than the Academy. Furthermore, no member of the Board of Directors shall persuade orattempt 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 toterminate, curtail or not enter into its relationship to or with the Academy, or to in any wayreduce 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 forpersonal or third-party gain or financial enrichment. When encountering potential conflicts ofinterest, Board members will identify the conflict and, as required, remove themselves from alldiscussion 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 anythird-party interest above that of the Academy; while the receipt of incidentalpersonal 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 itspurposes;
Page 6
not abuse their Board membership by improperly using their Board membership orthe Academy's staff, services, equipment, resources, or property for their personal orthird-party gain or pleasure, and shall not represent to third parties that theirauthority as a Board member extends any further than that which it actuallyextends;
not engage in any outside business, professional or other activities that woulddirectly or indirectly materially adversely affect the Academy;
not engage in or facilitate any discriminatory or harassing behavior directed towardAcademy staff, members, officers, directors, meeting attendees, exhibitors,advertisers, sponsors, suppliers, contractors, or others in the context of activitiesrelating to the Academy;
not solicit or accept gifts, gratuities, free trips, honoraria, personal property, or anyother item of value from any person or entity as a direct or indirect inducement toprovide special treatment to such donor with respect to matters pertaining to theAcademy 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 onlyafter full disclosure to, and advance approval by, the Board, and pursuant to anyrelated procedures adopted by the Board.
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 Care
The 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 Loyalty
The 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 Obedience
The duty of obedience requires the Director to act within the scope of legal authority, including the Academy's articles of incorporation, bylaws and mission.
Page 7
Expectations of the Board Director
The 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
Speaking with One Voice
Once the Board makes a decision, the Board Director is to speak with one voice. Speaking with one voice implies that you have had reasonable opportunity to participate in the debate of the issues and opportunities before the Committee 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.
PAFP Connect
PAFP Connect is a private, online community of practice exclusively comprised of PAFP members and staff. PAFP Connect takes the best of social media and combines it with powerful online tools for members to collaborate on projects, blog their experiences, instant message and group chat with each other, and organize meaningful discussions without ever losing focus and energy. PAFP Connect is accessed online at community.pafp.com with instructions on how to login, no registration necessary. Unlike public social media and forums, PAFP Connect is private and available members only with no links to outside social media, with highest security and safeguards in place allowing you to access the site from either your desktop, tablet, and smartphone.
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 programs and services, student scholarships and
Page 8
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 demonstrate to non-board prospects that Trustees support the campaign with their 100 percent 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.
Committee Assignments
Members are provided the opportunity to participate on Committees. Members can complete an application online at www.pafp.com expressing their interest to serve on a particular Committee. The PAFP Governance Committee will review all applications with approval by the Board of Directors.
PAFP Board/Committee Meetings and Agendas
The Board Chair will determine the dates for Board meetings. There are three Board meetings per year. If the Committees meet in conjunction with the Board of Directors or at any other time of the year, the Committee Chairs will report to the Board any action or resolution that was approved. The Board will determine the final outcome of the resolution. Please make sure to attend every Board meeting unless extraordinary circumstances 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.
The Committee Chair will determine the dates for Committee meetings. All Committee members should be familiar with all topics that will be under consideration at each Committee meeting. The Committee agenda will be posted on the PAFP website by staff 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 regarding actions taken in Executive Session. These motions are included in the minutes.
Because much Board/Committee 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 personnel issue or a conflict) might be better
Page 9
handled with a phone call or face-to-face meeting. Note that 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 Committee Members are required to complete a conflict of interest statement before serving in a leadership capacity. Staff will send an announcement that Directors and Committee members are required to complete a conflict of interest statement online at www.pafp.com. A sample statement is included in Attachment E.
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 F.
Nominations
The Governance & Leadership Committee will nominate the best qualified member to fill Officer, Director and AAFP Delegate openings. A nominating slate is presented to the Annual Business Meeting for approval annually. The new Officers and members of the Board will start their term at the re-organization Board Meeting in March.
Travel and Expense Reports
All Board Directors and Committee members are reimbursed for expenses while traveling 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 G.
You can either mail or submit your expenses with receipts online at www.pafp.com.
Pennsylvania Academy of Family Physicians 2704 Commerce Drive Suite A
Harrisburg, PA 17110 717-564-4235 FAX
Page 10
Board and Committee Meetings
The Academy will reimburse tolls and mileage (at the rate allowed by IRS regulations andadjusted annually as these rates change) and will reimburse coach airfare up to $400 for allofficers, board and committee members if traveling 200 miles or more to the cluster meetingsite.
The Academy will reimburse one night's lodging per cluster meeting (one room only) for aCommittee 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 memberwill be invoiced for cost of meals for additional guests and children. All attendees must be pre-registered.
The Academy will reimburse one night’s lodging at the Academy rate and up to $75 per day formeals if not provided by the Academy.
The Academy will reimburse all of the above if funds are available in the current year's budgetfor these expenses or approved by the Treasurer or Executive Vice President.
Officers Stipend and Expense Reimbursements
The President and the President-elect will receive a monetary stipend for “time commitment’ ona yearly basis. Travel reimbursements will be handled separately as outlined under otherappropriate headings.
This allowance is fixed by the Board of Directors.
Annual Stipends President: $2,500
President Elect $1,000
In addition, Officers will be reimbursed for tolls and mileage (at the rate allowed by IRSregulations 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 PAFPexpectations of officers).
Board of Directors attending Academy Annual Meeting
The Academy will reimburse Board Members to attend the Academy’s Annual Meeting. Thereimbursement amount will be adjusted annually and approved with the passage of the annualoperating budget. The reimbursement will be based on the location and length of the meetingpursuant to budget constraints.
Special Assignments Travel
Page 11
The Academy will reimburse tolls and mileage (at the rate allowed by IRS regulations andadjusted annually as these rates change) and will reimburse coach airfare up to $500 if traveling200 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 businessand meal expenses up to $75 per day.
Expenses for such Special Assignments will be reimbursed from the appropriate line item of thebudget if:
the request has been previously submitted to the Academy’s Treasurer andExecutive 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 withthe 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 AAFPalternate delegates for the AAFP's annual meeting, up to $2,500 each. Lodging and meals caninclude the night before the House of Delegates and the night immediately following the Houseof Delegates (one room only). PAFP will not reimburse meals or travel expenses for guest orspouse and children.
General Guidelines for Meeting-Related Expenses
Only expenses related to volunteer service are reimbursable from the PAFP budget. If a board orcommittee member incurs expenses for non-meeting activities such as extra hotel nights relatedto non-committee related business prior to or following a meeting, these expenses should notbe submitted for reimbursement. If these costs are directly billed to the PAFP (such as hotelnights 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 periodof time to take advantage of reduced prices. The PAFP will only reimburse coach or seniorcitizen airfare rates.
Every effort should be made to use low-cost transportation. Use of public transportation isencouraged; however, members are allowed to use rental cars. The PAFP has a corporateaccount with Enterprise. Please call or email the PAFP for the corporate account and PINnumber.
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.
Page 12
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.
PAFP Budget
The PAFP fiscal year runs concurrently with the calendar year. Before the fall season, staff prepares a draft budget. The budget includes the Academy and Foundation revenue and expenditures with variances. 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 and Committee members to recognize the boundaries in the Board/Committee and staff relationship and to avoid unnecessarily micromanaging day-to-day PAFP operations. Similarly, the staff should avoid making broad policy decisions that should be handled by the Board.
Your service as a Board/Committee member will require you to interact with PAFP staff frequently. Sometimes, these interactions come up during Board/Committee work; in these routine cases you would typically 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 encouraged to take the issue directly to the Executive Vice President/CEO.
Page 13
PENNSYLVANIAACADEMYOFFAMILYPHYSICIANSBOARDOFDIRECTORS2019-2020
PresidentMaryStockKeisterMD,7922BlossomHeights,Fogelsville,PA18051-1602(2020)
President-ElectTraceyConti,MD,144MountVernonDr,Monroeville,PA15146(2020)
TreasurerChrisLupoldMD,96SilverBirchDr,Lancaster,PA17602-7014(FoundationTreasurer)(2020)
ExecutiveVicePresident&CEOJohnS.Jordan,CAE,2704CommerceDrive,SuiteA,Harrisburg17110
BoardChairDavidO’Gurek,MD,808FederalStreet,Philadelphia,PA19147-5007(2020)
BoardofDirectorsD. ScottMcCracken,MD1770ValleyVistaDr,York,PA17406-6919(2020)SusanFidler,MD,1915AcornLane,Abington,PA19001-1315(2022)JasonWoloski,MD,1000E.MountainDr.,WilkesBarre,PA18711-0027FoundationVicePresident(2021)TiffanyLeonard,MD,107EverettAveWillowGrove,PA19090-3325(FoundationPresident)(2020)MargaretBaylson,MD,4115TimberLane,Philadelphia,PA19129-5525(2020)LilyPayvandi,MD,30LabawWay,BelleMead,NJ08502-5340(ResidentRepresentative)(2020)ChelseaKolodziej,4427HammocksDr.#303,Erie,PA16506(StudentRepresentative)(2020)
AAFPDelegatesBradleyFox,MD,5770RuhlRoad,Fairview,PA16415-2533(2021)MadalynSchaefgen,MD,1025NewgateDrive,Allentown,PA18103-9263*(2020)
AAFPAlternateDelegatesNicoleDavis,MD,1000EastonRoadSuite260Wyncote,PA19095-2934(2021)KevinWong,MD,196ConnorDrive,Jeannette,PA15644(2020)
CommitteeChairsMichaelGaudiose,MD,3934FreconRoad,Chambersburg,PA17202-9776(CPDC)ThiriBickel,MD,30MohawkCourt,YorkHaven,PA17370-9728(RSAC)RoryTucker,MD,1268AuburnAve,Hummelstown,PA17036-6808(GLC)ManasaIrwin,MD,321LaurelwoodDriveGlenshaw,PA15116-2570(GPAC)
*Dr.SchaefgenistheAAFPSeniorDelegateandvotingmemberoftheBoardofDirectors
P:\Governance\Board\Officers&CommitteeMembers\2019-2020\boardofdirectors.doc
Updated:May3,2019
ATTACHMENT A
Page 14
PENNSYLVANIAACADEMYOFFAMILYPHYSICIANSCOMMITTEES2019-2020
GOVERNANCE&LEADERSHIPCOMMITTEE
RoryTucker,MD(Chair)JasonWoloski,MDReneeAllenbaugh,MDSusanFidler,MDDougSpotts,MDMorganRogers,MDJeannetteSouth-Paul,MDTiffanyLeonard,MDTheresaMetanchuk,DOLilyPayvandi,MD(ResidentBoardRepresentative)ChelseaKolodziej(StudentBoardRepresentative)JohnJordan,CAE,Staff
CONTINUINGPROFESSIONALDEVELOPMENTCOMMITTEE
MichaelGaudiose,MD,ChairKenBertka,MDDonaldBeckstead,MDHarryHaus,MDTimHeilmann,MDSukhjeetKamboj,MDAbdulWaheed,MDReneeRoy,MDJohnH.Surry,MD,(ViceChair)KathleenSweeney,DOJeffreyZlotnick,MDTimPelkowski,MDJanineOwen,Staff
RESIDENT&STUDENTAFFAIRSCOMMITTEE
ThiriBickel,MD,(Chair)DrewKeister,MDStacyRobert,MDGregoryDobash,MDDanielSchlegel,MDVictorCatania,MDTraceyConti,MDKarlClebak,MDAlyssaD’Addezio,MD(ResidentChair)CindyCiccotelli(StudentChair)KatieShoemaker(StudentDelegate)KayleySwope,MD(ResidentDelegate)RyanFischer(AlternateStudentDelegate)DerekMaloney,MD(ResidentAlternateDelegate)MikeHaines,MD(Resident)AdibRushtin,MD(Resident)AmeliaMackarey(Student)YangDia(Student)MollyTalley,Staff
GOVERNMENTAL&PRACTICEADVOCACYCOMMITTEE
SusanFidler,MDMadalynSchaefgen,MDBradGray,DOBradleyP.Fox,MDJeanneSpencer,MDPerryMeadows,MD(ViceChair)JamesJoseph,MDHansZuckerman,DOMicheleZawora,MDAndrewLutzkanin,MDPaulDoghramji,MDManasaIrwin,MD(Chair)CrystalPiras,DO(Resident)MikeBova,DO(Resident)AmyHoffman(Student)DreaJett(Student))BrentEnnis,Staff
ATTACHMENT B
Page 15
2019-2020PAFPPACBoardMembers
D. MichaelBaxter,MD,ChairBradleyP.Fox,MD,ViceChairJohnS.Jordan,CAE(Ex-Officio,PAFPEVP)TheresaMetanchuk,DOTedC.Schaffer,MDKevinWong,MDMadalynSchaefgen,MDJasonR.Woloski,M.DLilyPayvandi,MD(ResidentBoardRepresentative)ChelseaKolodziej(StudentBoardRepresentative)BrentEnnis,StaffKarenRunyeon,Staff
P:\Governance\Board\Officers&CommissionMembers\2019-2020\KeisterCommittees
UpdatedApril30,2019
Page 16
Bylaws G-1
Updated and Amended March 21, 2017
Pennsylvania Academy of Family Physicians Bylaws
CHAPTER I
Name
The name of this organization shall be the Pennsylvania Academy of Family Physicians.
CHAPTER II Vision, Mission, Purposes and Powers
Vision: The 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.
Mission: The Academy and its Foundation will support its members through advocacy and education to ensure a patient-centered physician-coordinated medical home and quality health care for every Pennsylvanian.
Section 1. To the end that the people of Pennsylvania may receive excellence in health care, the Academy has for its purposes and powers the following:
a. To maintain an organization of family physiciansto promote and maintain high standards of thepractice of family medicine.
b. To encourage and assist men and women inpreparing, qualifying, establishing and maintainingthemselves in family medicine.
c. To preserve the right of the family physician toengage in medical and surgical procedures forwhich the physician is qualified by training andexperience.
d. To encourage and assist practicing familyphysicians to participate in postgraduate study.
e. To promote the science and art of family medicineand the betterment of the public health, and topreserve the right of free choice of physician tothe patient.
f. To provide responsible advocacy for andeducation of patients and the public in all health-related matters.
g. To maintain and provide an organization with highstandards to fulfill the above purposes and torepresent the needs of its members.
Section 2. To accomplish the foregoing purposes,this Academy may grant charters to sectional and county chapters, to be known as component assemblies, in such manner as the Bylaws may from time to time provide. This Academy shall have the power to acquire, own and convey real and personal property; to issue publications and to use any and all means for the attainment of its purposes which from time to time may seem to it proper and desirable.
Section 3. This Academy is not conducted for pecuniary profit and does not contemplate pecuniary gain or profit to the members thereof.
CHAPTER III Membership
Section 1. All physicians who are members of the American Academy of Family Physicians, and who reside in the Commonwealth of Pennsylvania, shall be eligible to become members of this organization.
Section 2. Membership in this organization shall be classified as follows: (1) Active Members, (2) Resident Members, (3) Inactive Members, (4) Honorary Members, (5) Life Members, (6) Transitional Members (7) StudentMembers and (8) Supporting Members. Eligibility to amembership classification and election thereto as well asvoting rights and the right to hold office in the Academyshall be governed by Article III (related to Membership) ofthe Bylaws of the American Academy of FamilyPhysicians.
CHAPTER IV Annual Meeting
Section 1. There shall be an annual meeting of the members of the Pennsylvania Academy of Family Physicians. The time and place of the annual meeting shall be designated by the Board of Directors, and announced at least ninety (90) days before the date so fixed.
Section 2. Notice of the annual meeting and the meeting agenda shall be posted on the Academy’s website and may be sent by mail or electronic means to the members of record thirty (30) days in advance of the meeting date.
Section 3. The Board of Directors shall adopt a policy governing the mechanisms for member input into,
Page 17
ATTACHMENT C
Bylaws G-2
Updated and Amended March 21, 2017
and initiation of, Academy policies. All policies adopted by the Board shall be published on the Academy’s website and may be sent by mail or electronic means to the members.
Section 4. Active members, resident members and student members in good standing shall be eligible to vote at the time of the annual meeting. A majority of the members present and eligible to vote shall constitute a quorum, and all actions of the Academy, unless otherwise provided in these Bylaws, shall be by majority vote of the members present and eligible to vote.
CHAPTER V Officers
Section 1. The Officers of the Pennsylvania Academy of Family Physicians shall be a President, President-Elect, Board Chair, Treasurer and Executive Vice President.
Section 2. All officers except the Executive Vice President shall be active members in good standing elected and serving in office as provided herein. The Executive Vice President need not be a member of the Academy and shall be appointed by the Board of Directors to serve in that office as provided herein.
Section 3. The President or a qualified alternate, shall appoint all standing and special committees and shall perform such duties as are usual to that office. The term of office of the President shall begin upon installation at the annual meeting following the one at which the President was elected President-Elect, and shall expire at the conclusion of the next annual meeting or when a successor is installed. In the event of the death or resignation of the President during the term of office or if the President shall for any reason be unable or unqualified to serve, the President-Elect shall succeed to the office of President for the unexpired portion of the President’s term. In the event of the death, resignation, or incapacity of the President and the President-Elect, the Board of Directors shall appoint a President for the unexpired portion of the term. The President-Elect shall succeed to the office of President at the conclusion of the first annual meeting following the meeting at which the election occurred.
Section 4. The President-Elect shall serve in this capacity from the conclusion of the annual meeting at which he or she is elected. The President-Elect shall perform the duties of the President when the President is absent or unable to perform such duties and shall succeed to the office of President at the expiration of the President’s term of office as provided in Section 3. In the event of the death, resignation, incapacity, or removal from office of the President-Elect, the Board of Directors shall appoint a President-Elect for the unexpired portion of the term.
Section 5. The Immediate Past President upon expiration of the term of office as President, shall serve as Board Chair and member of the Board of Directors for a period of one year. The Board Chair shall be entitled to one vote on the Board of Directors and shall preside over all meetings of the Board. In the absence of the Board Chair, the President shall serve as temporary Chair for that meeting. In the absence of both the Board Chair and the President, the President-Elect shall serve as temporary Chair for that meeting. In the absence of the Board Chair, the President, and the President-Elect, a temporary Chair shall be elected by the members present at that meeting. In the event of the death, resignation, or incapacity of the Board Chair, the Board of Directors shall appoint a Board Chair for the unexpired portion of the term.
Section 6. The Treasurer’s term of office shall begin at the conclusion of the annual meeting at which the Treasurer is elected, and shall expire at the conclusion of the second annual meeting after the election or when a successor is elected. No individual may serve more than two terms as Treasurer. The Treasurer shall receive all funds from whatever source; and shall dispense funds only within adopted budgetary limits, plus emergency funds by item specification and authorization by the Board of Directors. In the event of the death, resignation, or incapacity of the Treasurer, the Board of Directors shall appoint a Treasurer for the unexpired portion of the term.
Section 7. The Executive Vice President shall be appointed and employed by the Board of Directors with a stipend to be fixed by the Board. The Executive Vice President shall perform such duties as the title of the office ordinarily connotes and such duties of the Treasurer as may be assigned by the Board of Directors. The Executive Vice President shall keep or cause to be kept an accurate record of the minutes and transactions of the Board of Directors and shall also serve as Secretary to the Board. The Executive Vice President shall supervise all other employees and agents of the Pennsylvania Academy of Family Physicians and perform such other duties as may be prescribed by the Board of Directors and these Bylaws, but shall not be entitled to vote. The Executive Vice President shall be bonded in an amount fixed by the Board of Directors, with the premium to be paid by the Academy.
Section 8. In addition to their specified duties, officers shall perform such other duties as may be directed by the Board of Directors.
Section 9. Subject to any contrary provision contained in the Academy’s Articles of Incorporation, officers of the Academy shall perform their duties as officers in good faith, in a manner they reasonably believe to be in the best interests of the Academy and with such care, including reasonable inquiry, skill and diligence, as a
Page 18
Bylaws G-3
Updated and Amended March 21, 2017
person of ordinary prudence would use under similar circumstances.
Section 10. Any officer of the Academy may be removed from office for cause by a two-thirds (2/3) vote of the total voting members of the Board of Directors. Any vacancy that shall occur as a result of removal from office shall be filled in the same manner as is provided in these Bylaws.
CHAPTER VI Board of Directors
Section 1. The Board of Directors shall be composed of the President; the President-Elect; the Board Chair; the Treasurer; 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 Pennsylvania Academy of Family Physicians Foundation President; and three Directors-at-large.
Section 2. The Board of Directors shall set strategic direction, shall have fiduciary responsibility for the business, property, and funds of the Academy, and shall supervise the Executive Vice President.
Section 3. The Board of Directors may establish policies of the Academy to direct its operations in the intervals between meetings of the Board.
Section 4. The Board of Directors shall be empowered to appoint and employ the Executive Vice President who shall be empowered to appoint or employ such assistants and employees as shall be necessary to conduct the affairs of the Academy.
Section 5. The Board of Directors shall meet and organize immediately upon conclusion of the annual meeting. Subsequent meetings shall be held at such time and at such place as the Board shall determine. A majority of voting members of the Board of Directors shall constitute a quorum and all actions of the Board, unless otherwise provided in these Bylaws, shall be by majority vote of the directors present and eligible to vote.
Section 6. If funds permit, Board members may be reimbursed a reasonable amount for expenses incurred for attendance at Academy related activities.
Section 7. The term of the three Directors at-large shall be three years beginning at the conclusion of the annual meeting at which they are elected and expiring at the conclusion of the third annual meeting after their
election, or when their successors are elected. The terms shall be staggered such that one Director at-large shall be elected each year, provided that the Board shall establish a policy for the implementation of staggered terms. No individual may serve more than two terms as a Director-at-Large except as waived by the Board under a policy duly adopted. If a Director is appointed or elected to serve any portion of an unexpired term, such time spent shall not preclude the Director from subsequently serving two, two-year terms. Vacancies on the Board of Directors, which may occur due to death, resignation, or any other reason, shall be filled by the Board of Directors. Appointees to such vacancies shall serve only until the next annual meeting of the Academy.
Section 8. The Chair of the Assembly of Family Medicine Residency Program Directors and Chairs of Departments of Family Medicine, or its successor assembly, shall serve a two-year term as defined in the Assembly’s bylaws. The Chair of the Assembly will serve as a voting member of the Board of Directors.
Section 9. The term of office of the Resident Representative on the Board of Directors will be for one year and shall begin at the conclusion of the annual meeting of the Resident Assembly and shall expire at the conclusion of the next annual meeting. The Resident Representative will be selected by the Pennsylvania Assembly of Family Medicine Residents, or its successor assembly. No one resident shall serve more than two years in the seat reserved for the Resident Representative. A vacancy in the seat of the Resident Representative shall be filled by the Pennsylvania Assembly of Family Medicine Residents, or its successor assembly. The Resident Representative shall be entitled to a vote on the Board of Directors.
Section 10. The Pennsylvania Assembly of Medical Students, or its successor assembly, will elect a Student Representative to the Board of Directors at their yearly meeting. The term of office of the Student Representative on the Board of Directors will be for one year and shall begin at the conclusion of the yearly meeting of the Pennsylvania Assembly of Medical Students, or its successor assembly. The term shall expire at the conclusion of the next yearly meeting of the Pennsylvania Assembly of Medical Students, or its successor assembly. No one student shall serve more than two years in the seat reserved for the Student Representative. A vacancy in the seat of the Student Representative shall be filled by the Pennsylvania Assembly of Medical Students, or its successor assembly. The Student Representative shall be entitled to a vote on the Board of Directors.
Section 11. Subject to any contrary provision contained in the Academy’s Articles of Incorporation, Board members of the Academy shall perform duties as directors in good faith, in a manner they reasonably believe to be in the best interests of the Academy and with
Page 19
Bylaws G-4
Updated and Amended March 21, 2017
such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. Directors who so perform their duties shall not be personally liable for monetary damages for any action taken, or any failure to take action, by reason of their having been a director of the Academy, unless the action taken or failure to take action constitutes self-dealing, willful misconduct or recklessness or unless liability is imposed pursuant to criminal statute or for payment of taxes.
Section 12. Any elected member of the Board of Directors may be removed for any reason by a majority vote of the members present and eligible to vote at an annual meeting or for cause by a two-thirds majority of the total number of the Board of Directors eligible to vote at the Board meeting at which the vote on removal is to take place. The motion for removal must be made by a petition of three members of the Board of Directors and state the reason such removal is recommended. The petitioning board members will present the case to the Board and neither the petitioning members nor the accused will be eligible to vote. The motion must be announced in writing to all directors eligible to vote at least thirty (30) days prior to the meeting at which the vote is to take place. The individual whose position is in jeopardy may present a defense at the announced meeting prior to the vote of the Board.
CHAPTER VII INDEMNIFICATION
Section 1. Indemnification of Directors, Officers, Employees and Agents. Subject to the limitations hereinafter set forth, the Academy shall indemnify each director, officer, employee or agent of the Academy or of any organization that such person is serving as a director, officer, employee or agent at the request of the Academy, and the heirs, executors or administrator of such person to the full extent permitted by law, against all judgments, fines, liabilities, and reasonable expenses of such person (including, but not limited to, court costs, attorneys’ fees and any amount paid in any settlement), which judgments, fines and liabilities and expenses were incurred or expended in connection with any claim, suit, action or proceeding (“Action”), whether civil, criminal, administrative or investigative, and whether or not the indemnified liability arises or arose from any action by or in the right of the Academy, in which such person was involved because of anything such person may have done or omitted to do as a director, officer, employee or agent of the Academy or of any organization that such person may have served as a director, officer, employee or agent at the request of the Academy, but such indemnification can be made only if a Determination is made as hereinafter provided that such indemnification should be made. Such indemnification shall not impair any other right any such person may have.
Section 2. Determination of Indemnification. Said indemnification can be made only if a Determination has been made, with the advice of counsel for the Academy, by members of the Board of Directors not involved in the claim or proceeding, or by a disinterested person or persons named by said members of the Board of Directors not involved in the claim or proceeding, or by the members, or by independent legal counsel in a written opinion: (1) that the director, officer, employee or agent acted or failed to act, and in either case, in good faith, and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the Academy, and with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful; and (2) that the amount of the proposed indemnification is reasonable; and (3) that the proposed indemnification is just and proper and can be legally made by the Academy under then existing law; and (4) that the indemnification shall be made by the Academy in an amount stated in the Determination; provided, however, that the indemnification provided for herein shall not be available if the act or failure to act giving rise to the claim for indemnification has been determined to have constituted self-dealing, willful misconduct or recklessness.
Section 3. Advance Payment of Expenses. Expenses incurred by an officer, director, employee or agent in defending a civil or criminal action, suit or proceeding shall be paid by the Academy in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that the person is not entitled to be indemnified by the Academy.
Section 4. Insurance or Indemnification Fund. The Academy shall have the power to buy and maintain insurance and to establish and fund a self-insurance indemnification reserve fund on behalf of the directors, officers, employees and agents of the Academy and a person serving at the request of the Academy as a director, officer, employee or agent of another organization, against liability incurred in any such capacity, or arising out of the status as such.
Section 5. Validity. The invalidity of any portion of this Chapter VII shall not affect the validity of the remainder hereof.
Section 6. Application. The current provisions of this Chapter VII shall be applicable to Actions commenced after March 12, 2016, whether arising from acts or omissions occurring before or after that date. The rights of indemnification provided in this Chapter VII may not be amended or repealed so as to limit in any way the indemnification or the right to advancement of expenses provided for herein with respect to any acts or omissions occurring prior to the adoption of any such amendment or repeal.
Page 20
Bylaws G-5
Updated and Amended March 21, 2017
CHAPTER VIII Dues, Assessments and Admission Fees
Section 1. Except when at variance with the Bylaws of the American Academy of Family Physicians, dues and special assessments for the Pennsylvania Academy of Family Physicians shall be set and approved by the Board of Directors and payable to the Treasurer directly or indirectly, at the start of the fiscal year.
CHAPTER IX
Elections
Section 1. The Academy is an inclusive state association and encourages all active members to apply for an officer or director position. The Board of Directors shall present to the annual meeting a list of one or more nominations for each of the officer and director positions of the Academy up for election as well as one delegate and one alternate delegate to the Congress of Delegates of the American Academy of Family Physicians, of the Pennsylvania Academy of Family Physicians. Nominees must be contacted and give their consent to be a candidate for a specific position. Nominations in addition to those presented by the Board may be accepted provided the nominees are active members of the Academy and consent to serve in the positions for which they are nominated.
Section 2. Election of opposed candidates shall be made by secret ballot at the annual meeting or electronically through a procedure established by the Academy and through which the Academy general membership is appropriately informed in sufficient time to have the ballots cast prior to the annual meeting. The nominee receiving a majority of votes via hand written and electronic ballots shall be declared elected. If no majority exists on the first ballot, the candidate receiving the least number of votes shall be dropped and the election repeated with members in attendance at the annual meeting voting until a majority is achieved. A final tie shall be decided by lot. Section 3. The term of office of the Delegates and Alternate Delegates, to the American Academy of Family Physicians, shall be two years and shall begin at the conclusion of the annual meeting at which they are elected, and shall expire at the conclusion of the second annual meeting after their election or when their successors are elected. The term of the Delegate to the Congress of Delegates of the American Academy of Family Physicians shall be limited to a total of six years (three, two-year terms). The term of the Alternate Delegate to the Congress of Delegates of the American Academy of Family Physicians shall be limited to a total of six years (three, two-year terms). The limitation of the
number of terms may be waived at the discretion of the Board of Directors.
CHAPTER X Committees
Section 1. At the beginning of his or her term of office, the President shall designate such Committees as the Board of Directors deems necessary to facilitate the business of the Academy. Certain Standing Committees may be established. Committee members can be appointed by the President and approved by the Board of Directors during the term of his or her of office. Committee members may be members of the Board of Directors or otherwise active members of the Academy. Committee Chairs shall be appointed by the members of the Committee and approved by the President. Individual Committee Chairs may serve one three-year term. Individual Committee members may serve two two-year terms and one additional two-year term if the member seeks a higher leadership position. Each Committee shall meet a minimum of once yearly and shall submit a written report at the annual meeting. Section 2. Such Committees, except Standing Committees shall, unless re-appointed by the incoming President, cease to exist when the new President takes office.
CHAPTER XI Component Assemblies
Section 1. The Assembly of Family Medicine Residency Program Directors and Chairs of Departments of Family Medicine, or its successor assembly, shall meet at least once a year to provide input into the policymaking decisions of the Pennsylvania Academy of Family Physicians.
a. These meetings shall be conducted by a chair elected by the assembly from its membership.
b. A vice chair shall also be elected for a two year
term. The vice chair shall assist the chair in all activities, including attendance at required meetings of the chair.
c. The vice chair or designee from the Assembly will
be allowed to fulfill the duty of proxy representative to the Board with full voting privilege of the position, in the event that the chair is unable to participate in that particular Board meeting.
d. The vice chair shall assume the office of chair at
the conclusion of the chair’s term of office at the annual meeting of the Assembly of Family Medicine Residency Program Directors and
Page 21
Bylaws G-6
Updated and Amended March 21, 2017
Chairs of Departments of Family Medicine, and after a vote of confidence by the voting members. Should the vice chair fail to achieve a vote of confidence or decline the position of chair, the office of chair will be filled by the usual election procedures.
e. The combined terms of vice chair and chair shallbe limited to four years. In the event of the death,resignation, or incapacity of the chair and/or vicechair, the Assembly shall appoint a chair and/orvice chair for the unexpired portion of the term.
Section 2. The Pennsylvania Assembly of Family Medicine Residents shall meet at least once yearly.
a. These meetings shall be conducted by a chairelected by the assembly from its membership.The Pennsylvania Assembly of Family MedicineResidents shall also elect one ResidentRepresentative to the Board of Directors of thePennsylvania Academy of Family Physicians. Thechair of the Pennsylvania Assembly of FamilyMedicine Residents shall notify the PennsylvaniaAcademy’s Executive Vice President annually ofthe names and addresses of these delegates,alternate delegates, and the ResidentRepresentative. These delegates, alternatedelegates, and the Resident Representative mustbe Resident members in good standing.
b. A vice chair shall also be elected. The vice chairshall assist the chair in all activities, includingattendance at required meetings of the chair.
c. The vice chair or designee from the Assembly willbe allowed to fulfill the duty of proxyrepresentative to the Board with full votingprivilege of the position, in the event that the chairis unable to participate in that particular Boardmeeting.
d. The vice chair shall assume the office of chair atthe next spring (or annual) meeting of thePennsylvania Assembly of Family MedicineResidents after a vote of confidence by the votingmembers. Should the vice chair fail to achieve avote of confidence or decline the position of chair,the office of chair will be filled by the usualelection procedures.
e. The combined terms of vice chair and chair shallbe limited to two years. In the event of the death,resignation, or incapacity of the chair and/or vicechair, the Assembly shall appoint a chair and/orvice chair for the unexpired portion of the term.
Section 3. The Pennsylvania Assembly of Medical Students shall meet at least yearly.
a. These meetings shall be conducted by a chairelected by the assembly from its membership.The Pennsylvania Assembly of Medical Studentsshall also elect one Student Representative to theBoard of Directors of the Pennsylvania Academyof Family Physicians. The chair of thePennsylvania Assembly of Medical Students shallnotify the Pennsylvania Academy’s Executive VicePresident annually of the names and addresses ofthese delegates, alternate delegates, and theStudent Representative. These delegates,alternate delegates, and the StudentRepresentative must be Student members in goodstanding.
b. A vice chair shall also be elected. The vice chairshall assist the chair in all activities, includingattendance at required meetings of the chair.
c. The vice chair or designee from the Assembly willbe allowed to fulfill the duty of proxyrepresentative to the Board with full votingprivilege of the position, in the event that the chairis unable to participate in that particular Boardmeeting.
d. The vice chair shall assume the office of chair atthe next spring (or annual) meeting of thePennsylvania Assembly of Medical Students, aftera vote of confidence by the voting members.Should the vice chair fail to achieve a vote ofconfidence or decline the position of chair, theoffice of chair will be filled by the usual electionprocedures.
e. The combined terms of vice chair and chair shallbe limited to two years. In the event of the death,resignation, or incapacity of the chair and/or vicechair, the Assembly shall appoint a chair and/orvice chair for the unexpired portion of the term.
CHAPTER XII Ethics
Section 1. The Principles of Medical Ethics of the AAFP, in accordance with Chapter V of the AAFP bylaws, shall be the principles of ethics of the Academy and hereby are made a part of these bylaws. (See Appendices A and B).
CHAPTER XIII Fiscal Year
The fiscal year of the Pennsylvania Academy of Family Physicians shall coincide with the calendar year.
CHAPTER XIV Authority
Page 22
Bylaws G-7
Updated and Amended March 21, 2017
The Current Edition of The Standard Code of Parliamentary Procedure, as revised by the American Institute of Parliamentarians and generally known as “Sturgis Rules of Order,” shall control all parliamentary procedures of the annual and special meetings of the Academy, its Board of Directors and Executive Committee except when these Rules are in conflict with the standing rules of the body, the Bylaws of the Pennsylvania Academy of Family Physicians or the American Academy of Family Physicians.
CHAPTER XV
Amendment and Adoption of Bylaws Section 1. These Bylaws may be adopted, amended or rescinded by affirmative vote of not less than two-thirds (2/3) of the members of the Board of Directors present and voting at any annual meeting of the Academy, provided that notice of the proposed action shall have been given by the Executive Vice President to the members of the Academy by mail or official publication at least thirty (30) days before the meeting at which such action is proposed to be taken. Section 2. Any five or more members of the Academy may propose amendments to these Bylaws by submitting the same to the Executive Vice President at least sixty (60) days prior to any annual or special meeting of the Board of Directors. Section 3. This Academy adopts as part of its Bylaws, the Bylaws of the American Academy of Family Physicians and any subsequent changes in the latter shall become a part of these Bylaws. Section 4. These Bylaws shall take effect immediately upon their adoption. Section 5. These Bylaws shall be reviewed yearly and updated, as needed.
* * * * * *
APPENDIX A
PRINCIPLES OF MEDICAL ETHICS
American Medical Association
Preamble The medical profession has long subscribed to a body of ethical statements developed primarily for the benefit of the patient. As a member of this profession, a physician must recognize responsibility to patients first and foremost, as well as to society, to other health professionals, and to self. The following Principles adopted by the American Medical Association are not
laws, but standards of conduct which define the essentials of honorable behavior for the physician.
Principles of medical ethics
I. A physician shall be dedicated to providing competent medical care, with compassion and respect for human dignity and rights. II. A physician shall uphold the standards of professionalism, be honest in all professional interactions, and strive to report physicians deficient in character or competence, or engaging in fraud or deception, to appropriate entities. III. A physician shall respect the law and also recognize a responsibility to seek changes in those requirements which are contrary to the best interests of the patient. IV. A physician shall respect the rights of patients, colleagues, and other health professionals, and shall safeguard patient confidences and privacy within the constraints of the law. V. A physician shall continue to study, apply and advance scientific knowledge, maintain a commitment to medical education, make relevant information available to patients, colleagues, and the public, obtain consultation, and use the talents of other health professionals when indicated. VI. A physician shall, in the provision of appropriate patient care, except in emergencies, be free to choose whom to serve, with whom to associate, and the environment in which to provide medical care. VII. A physician shall recognize a responsibility to participate in activities contributing to the improvement of the community and the betterment of public health. VIII. A physician shall, while caring for a patient, regard responsibility to the patient as paramount. IX. A physician shall support access to medical care for all people.
APPENDIX B
BYLAWS American Academy of Family Physicians
ARTICLE XIV
Ethics
Section 1. Definition. The Principles of Medical Ethics of the American Medical Association, as they now or hereafter may provide, shall be the principles of ethics of the AAFP. The Congress of Delegates by a two-thirds (2/3) vote may adopt additional policies or positions
Page 23
Bylaws G-8
Updated and Amended March 21, 2017
relating to ethical issues even though such policies or positions may be contrary to the Principles of Medical Ethics of the American Medical Association.
Section 2. Charges. If a member in good faith is believed to: A. have violated these Medical Ethics or these Bylaws;
orB. be guilty of conduct justifying censure, suspension, or
expulsion from the organization, any member may filecharges against him or her.
C. Charges shall be handled as follows; however, theprovisions of applicable law supersede theseprocedures:1. All those against whom charges have been filed
shall have the right to be represented by counselat the initial hearing and upon appeal to theBoard.
2. Charges must be in writing and signed by theaccuser or accusers.
3. Charges must state the acts or conductcomplained of with reasonable particularity.
4. Charges must be filed with the president of theconstituent chapter to which the accused memberbelongs, if any; otherwise with the executive vicepresident/chief executive officer of the AAFP.
5. At the first meeting of the Board of Directors of theconstituent chapter or of the Board, as the casemay be, held after the filing of the charges, thecharges must be presented to the Board.
6. The Board shall then or at any adjournment ofsaid meeting, but not more than thirty (30) daysthereafter, consider the charges and shall eitherdismiss them or shall proceed as follows:a. within fifteen (15) days serve a copy of the
charges upon the accused by depositing inthe United States mail a copy, registered andaddressed to the last known address of theaccused;
b. fix a time and place for hearing said charges;c. the accused shall be notified of the time and
place at the same time and in the samemanner as provided for the serving of thecharges;
d. the time set for the hearing shall be not lessthan fifteen (15) days nor more than six (6)months after the charges have been served.
7. The accused may answer in writing but need notdo so and failure to answer shall not be anadmission of guilt or a waiver of the accused’sright to a hearing.
8. The Board shall:a. after having given to the accuser and the
accused every opportunity to be heard,including oral arguments and the filing andconsideration of any written briefs, concludethe hearing; and
b. within thirty (30) days shall render a decision.
9. The affirmative vote of a majority of the membersof the Board present and voting shall constitutethe verdict of the Board which by such vote mayexonerate, censure, suspend, or expel theaccused member.
10. The Board’s decision shall be expressed in aresolution which shall contain no opinion and shallbe signed by the Board chair and its secretary.
11. No member of the Board absent for any portion ofthe hearing shall be entitled to vote.
Section 3. Censure. No member shall be suspended for more than one year and at the expiration of the period of suspension shall be reinstated to membership upon application and the payment of dues accrued during the period of suspension. Any member of a constituent chapter who has been censured, suspended, or expelled may: A. Appeal such action within six (6) months after
notification is given to the Board, with jurisdiction ofthe Board extending only to matters of procedure andlaw and not of fact.
B. The Board shall:1. determine a time and place for the hearing of the
appeal; and2. by a majority vote either sustain or reverse such
censure, suspension or expulsion after giving theaccused and representatives of the chapter fromwhose decision he or she appeals reasonableopportunity to be heard.
C. The decision of the Board is final.
Page 24
ATTACHMENT D
Strategic Initiatives CY 2017-2019
INTRODUCTION
The Pennsylvania Academy of Family Physicians (PAFP) is the professional member-driven association for more than 5,000 Pennsylvania family physicians and family medicine residents and students. It is unified with the American Academy of Family Physicians (AAFP).
In today’s world, organizations (and especially associations/academies) must be nimble, versatile and very clear in planning and execution in order to sustain long-term success and remain relevant to its membership and the industry it serves. To that end, this simplified, streamlined strategic plan aims to accomplish the following:
• Reinforce why we exist: Does the mission/vision/core beliefs reflect PAFP?
• Clarify the direction of PAFP for the staff, Board and membership
• A clear approach to generating sustained growth and improvement
• Addresses the core business functions of the organization
• Focuses on the strengths of the organization and addresses any weaknesses
• Anticipates future issues/projects and incorporates them into the plan as appropriate
• Allocates budget items for the plan
• Develops clear monitoring mechanisms and targets completion dates
The first question must always be asked of associations: Why Join?
Two big reasons, ultimately, drive membership and active involvement in associations: the members thrives as practitioners of their craft, and the customers/patients they serve reap significant benefits as a result. But there is a difference in medicine: the ‘customers’ who seek medical attention are expecting the highest possible care/service, and they may be experiencing serious life issues. This requires everyone – from physicians to staff -- to have sophisticated professional skills and strengths to serve every aspect of a patient’s experience in a doctor’s office. It is truly a team atmosphere. For physicians to join and be actively engaged, they must ultimately conclude that their practice can only be truly optimized through the work of PAFP. PAFP is that critical, that essential, and that indispensable!
The American Society of Association Executives (ASAE) took up a series of questions in a study conducted in the recent past to explore why people join associations. The study stated: The decision to join an association is more accurately a decision to affiliate. The term "join" implies jumping in, like a party in a pool. "Affiliate" means more than that; it incorporates the notion of shared identity. When people affiliate, they let the world around them know that they share an important quality with a group. It's not so much a purchase as it is an exchange that starts with identity but eventually evolves into a shared commitment to some common purpose.
PAFP MISSION | VISION
THE PAFP'S MISSION
The Academy and its Foundation will support its members through advocacy and education to ensure physician-coordinated, personalized, and comprehensive quality health care for every Pennsylvanian.
Page 25
THE PAFP'S VISION
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.
Questions to Ponder: In light of the mission and vision statements,
• Does PAFP facilitate solutions to physicians’ needs through aggressive info sharing?
• Does PAFP facilitate information through quick, clear, powerful resources and programs? Is PAFP’s advocacy impactful, and are physicians consistently talking to lawmakers?
• Does PAFP show a clear ‘line of site’ between the efforts of the Academy and improved family practice in
Pennsylvania? If so, how?
The plan below is a good faith attempt to develop a clear path for the next three years of PAFP that attempts to address these critical questions.
After two day-long workshops with the Board of Directors and staff, there were intensive discussion centered on the Strategic Initiatives of CY 2014-2016. What resulted was a streamlined list of objectives and strategies (listed below) that the team felt were absolutely essential to the continued success and relevance of PAFP for the next three years.
GOAL #1: GOVERNMENTAL AND MEDICAL PRACTICE ADVOCACY ISSUES MANAGEMENT
Objectives
• Effectively advocate for the public policy positions of the PAFP Board of Directors with state lawmakers andofficials.
• Support PAFP Members by providing information on government regulations and policies that affect their
practices, as well as industry news.
• Maintain fundraising and allocation operations of the PAFP Political Action Committee (PAFP-PAC).
• Identify and seek to influence public health initiatives of relevance.
Strategies
• Monitor and inform members of state health care laws, policies and industry news.
• Lobby elected and appointed officials on policy positions taken by the PAFP Board of Directors. File required
Department of Sate Lobbying Disclosure Reports (four per year).
• Coordinate grassroots advocacy efforts in support of positions taken by the PAFP Board of Directors.
• Forge collaborative advocacy efforts with like-minded physician organizations and others to advance positionstaken by the PAFP Board of Directors.
• Execute PAFP-PAC fundraising and allocations and file required Department of State Campaign Finance Reports(seven per year)
• Provide constituent services to members with questions on legal, government, and practice advocacy issues.
Page 26
Commission/Staff • Governmental & Practice Advocacy Committee -- Brent Ennis
• PAFP-PAC Board of Directors -- Brent Ennis & Karen Runyeon
• Communications -- Bryan Peach and Michael Zigmund
GOAL #2: EDUCATION (COMMITTEE ON CONTINUING PROFESSIONAL DEVELOPMENT, RESIDENT & STUDENT
AFFAIRS COMMITTEE)
Objectives
• Refine education offerings to more closely reflect the needs of members, partners and funders• Deliver CME in multiple formats and continue unique educational opportunities
• Diversity funding streams• Strengthen (increase) the family physician workforce pipeline in Pennsylvania
Strategies
• Continue to investigate and partner (when feasible) with hospitals, insurers, colleges of medicine, residencies or
other stakeholders to deliver new, innovative programs.• Develop programs with a strong emphasis on professional and personal wellness to provide members with tools
to help avoid burnout, improve resiliency and develop leadership skills
• Support the PD Assembly to collaborate on programs and projects designed to strengthen the state residencyprograms
• Sustain Scholarship funding through the PAFP Foundation• Support and connect Family Medicine Interest Groups (FMIGs) to funding, PAFP leaders and resources to
promote FM at medical schools.
• Advocate medical school adopt policies that promote FM as a career choice: curriculum, mentorship, studentadvising, social mission, favorable public health outcomes.
• Increase the number of PA medical students selecting family medicine as a specialty
• Work to connect PA residents with physicians and practice opportunities in PA, promote opportunities andresources for practice in underserved communities.
Commission/Staff:
• Resident and Student Assemblies
• Program Directors Assembly
• Committee on Continuing Professional Development
• Janine Owen, Molly Talley and Lindsay Killian
CONCLUSION Through a continued commitment to the most fundamental and relevant activities from the previous strategic plan, this provides the flexibility and versatility for PAFP to explore other initiatives that may be of tremendous value to the membership as the Academy continues its efforts in a ‘virtual’ environment. One of the strategies the late Steve Jobs preached at Apple was to simplify. It is better to absolutely master a few items and dominate the industry in those areas rather than attempt to have too many initiatives going at once.
Page 27
ATTACHMENT E
Conflict of Interest Policy of Pennsylvania Academy of Family Physicians
I. Purpose
The purpose of this Conflict of Interest ("Policy") of the Pennsylvania Academy of Family Physicians
(the "Academy") is to protect the interests of the Academy when it is contemplating entering into a
transaction or arrangement that might benefit the private interest of a member of the Board of
Directors of the Academy ("Board"); an officer of the Academy ("Officer"); a member of the Academy
("Member Representative") serving in other organizational capacities, such as members of Academy
commissions ("Commissions") and Academy representatives to external entities ("External Entities");
or any other employee of the Academy who is classified as "exempt" under the DOL regulations
("Employee").
This Policy is also intended to assist the Board, the Officers, and the Employees as well as Member
Representatives serving in other organizational capacities to fulfill their respective obligations to act at
all times in the best interest of the Academy. In order to preserve and protect the integrity of the
Academy and its decisions, and to foster an open and trusting relationship between and among
members of the Board and Employees, this Policy requires all members of the Board, Officers,
Member Representatives, and Employees to maintain the highest standard of corporate ethics not only
to avoid conflicts of interest in the Academy’s affairs, but also to avoid even the appearance of
impropriety that undisclosed dualities of interest can create.
This Policy is intended to supplement, but not replace, any applicable laws governing conflicts of
interest and fiduciary duties applicable to not-for-profit corporations.
[NOTE: A separate policy exists for all Academy-produced continuing medical education activities.
Individuals participating in these activities are subject to the "CME Policy and Procedures for Full
Disclosure and Identification and Resolution of Conflicts of Interest" and should complete the
disclosure statement developed specifically for these activities.]
II. Definitions
A. Aware: Aware means actual knowledge without any duty to inquire.
B. Compensation: Compensation is defined as direct and indirect remuneration (whether in cash or in
kind), as well as gifts or favors that are substantial in nature.
C. Conflict of Interest: A Conflict of Interest exists with respect to any issue on which the Academy
may act where (i) an Interested Person has a Personal or Private Interest, or (ii) an Interested Person
is "aware" that a member of his or her Family has a Personal or Private Interest.
D. Family: Family is defined as that person’s spouse, children, parents, or siblings.
E. Interested Person: Interested Person is defined as:
Page 28
1. Any member of the Board
2. Any Officer of the Academy;
3. Any Member Representative; or
4. Any Employee.
F. Personal or Private Interest: A Personal or Private Interest is generally considered to exist when
individuals have material interests outside the Academy which could influence them, or could be
perceived as influencing them, to act contrary to the best interests of the Academy and for their own
personal benefit or the benefit of a relative or business associate. More particularly, such an Interest
is defined as one or more of the following interests, arising directly or indirectly:
1. An ownership or investment interest in any entity (other than a 5% or less ownership in a
publicly-traded corporation) with which the Academy has a Transaction;
2. A compensation arrangement with the Academy or with any entity or individual with which the
Academy has a Transaction;
3. A position in a public office or institution, whether appointed, elected or employed, which will
require participation in matters involving the Academy;
4. An uncompensated consultant, officer, committee member or board member of any entity with
which the Academy has a Transaction; or
5. Any other interest that may compete with or conflict with the interests of the Academy (e.g., a
leadership position in a chapter or other entity with respect to activities that may be competitive
with those of the Academy).
G. Transaction: A measure, contract, resolution, grant, grant application, or other arrangement or
business relationship whether written or oral, between two or more parties.
III. Conflict of Interest Procedure
A. Procedure for Addressing Conflict of Interest
1. Disclosure of Potential Conflict of Interest
In addition to making the annual disclosure required by this Policy, any Interested Person who
has a Personal or Private Interest in any Transaction or any Interested Person who reasonably
believes such an Interest exists in another person, the following shall apply:
a. If the Transaction is to be presented to or otherwise addressed by the Board, Commission or
External Entity, as the case may be, for deliberation, authorization, approval, or ratification,
the Interested Person must make a prompt, full, and frank disclosure of the Personal or Private
Interest, either verbally or in writing, to the Board, Commission or External Entity, as the case
may be, prior to its acting on such Transaction.
b. If the Interested Person is an Employee and the Transaction involves Academy operations, the
Interested Person must make a prompt, full, and frank disclosure of the Personal or Private
Interest, either verbally or in writing, to his/her Academy Division Director or Vice President,
if applicable, otherwise, to the Academy’s Executive Vice President, Deputy Executive Vice
President or General Counsel, prior to an involvement in the Transaction.
In any event, the Interested Person must disclose the existence of his or her other Personal or
Private Interest and all material facts, known to him or her about the Personal or Private Interest
and potential Conflict of Interest.
2. Procedures Required for Board or Commission Action When a Conflict of Interest Exists
Page 29
a. When an Interested Person has a Personal or Private Interest in any Transaction presented to
the Board or a Commission, the Board or Commission must follow the procedures below
when acting on the related Transaction.
b. The Interested Person may make a presentation at the Board or Commission meeting, but
after such presentation and discussion, the Interested Person must leave the meeting during
the vote on the Transaction that results in the Conflict of Interest.
c. The Board or Commission may appoint, if appropriate, a disinterested person or committee to
investigate alternatives to the proposed Transaction or other Conflict of Interest.
d. After exercising due diligence, the Board or Commission will determine whether the
Academy cannot obtain a more advantageous Transaction with reasonable efforts under the
circumstances, from a person or entity that would not give rise to a Conflict of Interest.
e. If a more advantageous transaction is not reasonably attainable under circumstances that
would not give rise to a Conflict of Interest, the Board or Commission shall determine by a
majority vote of the disinterested members whether the Transaction is in the Academy’s best
interest and for its own benefit and whether the Transaction is fair and reasonable to the
Academy and will make its decision as to whether to enter into the Transaction in conformity
with such determination.
f. The Board or Commission will further follow all conflicts of interest laws to the extent they
apply.
3. Procedures Required for Academy Action When an Employee Conflict of Interest Exists
a. When an Interested Person is an Employee that has a Personal or Private Interest in any
Transaction regarding Academy operations in which the Employee is involved, the
Academy’s Executive Vice President and Deputy Executive Vice President shall consider and
make necessary and appropriate determinations with respect to such Interested Person and the
reported Conflict of Interest.
b. The EVP and the DEVP shall involve such Academy staff as appropriate, including the
Interested Person as well as his/her Vice President and Division Director.
B. Enforcement and Violation of the Policy
1. On an annual basis, all Board members, Officers, Member Representatives and Employees shall
be provided with a copy of this Policy and are required to complete and sign the
Acknowledgment Statement below and the Annual Disclosure Information Form attached
thereto. The Academy will provide all members of the Board and all Commissions with copies
of the Statements for all members of their respective entities; the Academy Human Resources
Division shall maintain the Statements for the Employees.
2. If the Board or a Commission has reasonable cause to believe that an Interested Person has failed
to disclose an actual or possible Personal or Private Interest or has engaged in a Prohibited
Action, it shall inform the Interested Person of the basis for such belief and afford the Interested
Person an opportunity to explain the alleged failure to disclose or alleged Prohibited Action.
3. If, after hearing the response of the Interested Person and making such further investigation as
may be warranted in the circumstances, the Board or Commission determines that the Interested
Person has in fact failed to disclose an actual or possible Personal or Private Interest or has
engaged in a Prohibited Action, it shall take appropriate disciplinary and corrective action as
outlined herein.
C. Disciplinary and Corrective Action
1. If the Board determines that an Interested Person has failed to disclose an actual or possible
Personal or Private Interest or engaged in a Prohibited Action, the Board may do one or more of
the following:
a. counsel the Interested Person regarding his or her obligations under this Policy;
b. exclude the Interested Person from future discussions and voting on the matter at issue and
any related matters; and/or
Page 30
c. such other actions not inconsistent with the Academy Bylaws and as determined by the
Board.
D. Procedures for Adequate Record Keeping
The minutes of the meetings of the Board and all Commissions must include:
1. The names of the persons who disclosed or otherwise were found to have a Personal or Private
Interest in connection with an actual or possible Conflict of Interest, the nature of the Personal or
Private Interest, any action taken to determine whether a Conflict of Interest was present, and the
Board’s or Commission’s decision as to whether a Conflict of Interest in fact existed; and
2. The names of the persons who were present for discussions and votes relating to the transaction
or arrangement; the content of the discussions, including any alternatives to the proposed
transaction or arrangement; and a record of any votes taken in connection therewith.
Acknowledgment Statement
I acknowledge that I have received a copy of the Conflict of Interest Policy ("Policy") of the
Pennsylvania Academy of Family Physicians ("Academy"), and that I have read, understand and agree to
comply with the Policy.
In accordance with the Policy, I hereby disclose and make a matter of record the potential conflicts of
interest set forth on the Annual Disclosure Information Form attached as Attachment 1. I understand that
it is my duty to disclose any of the following with respect to myself, and to update this disclosure as
circumstances warrant:
1. An ownership or investment interest in any entity (other than a 5% or less ownership in a publicly-
traded corporation) with which the Academy has a Transaction;
2. A compensation arrangement with the Academy or with any entity or individual with which the
Academy has a Transaction;
3. A position in a public office or institution, whether appointed, elected or employed, which will require
participation in matters involving the Academy;
4. A position as an uncompensated consultant, officer, Commission member or board member of any
entity with which the Academy has a Transaction; or
5. Any other interest which may compete with or conflict with the interests of the Academy (e.g., a
leadership position in a chapter or other entity with respect to activities that may be competitive with
those of the Academy).
6. I become aware that a member of my Family has a Personal or Private Interest.
Check this box to acknowledge the above statement. * Required.
Annual Conflict of Interest and Disclosure Information Form
I. List of Boards, Employers, Offices.
A. (Control) List all of the organizations for which you or your spouse serve or have served as a
member of the Board of Directors, Advisory Board, a Commission or in which you have or held the
position of an officer during the last three years.
Page 31
B. (Compensation interest) List all of the companies, businesses and other organizations (including,
but not limited to, the Academy) from which you receive directly more than $5,000.00 per year in
compensation in the form of wages, salaries, bonuses, honoraria or contractual payments for goods
or services during the last three years.
C. (Public office) List any public office held by you in the last three years, whether or not you were
paid or are being paid for holding such office.
II. Other Disclosures and Known Potential Conflicts.
For purposes of this Disclosure, a "Vendor" is defined as any business or organization that you are or
become aware of that (i) provides goods or services to, or does any other business with, the Academy
or which has sought to do so within the past 3 years or which seeks to do so in the future or (ii) that
competes with the Academy, its products or services, or the products or services of any affiliates. With
respect to Academy and the Vendors:
A. Do you have an ownership or investment interest in any entity (other than a 5% or less ownership in
a publicly traded corporation) which is a Vendor of the Academy?
Yes No
If yes, please specify:
B. Do you have a compensation arrangement (e.g., salary, consulting fee, honoraria, per diem, etc.)
with the Academy or with any Vendor of the Academy?
Yes No
If yes, please specify:
C. Are you an uncompensated consultant, officer, Commission member, or board member of any
Vendor of the Academy?
Yes No
If yes, please specify:
D. Are you aware that a member of your Family has an interest with a Vendor the Academy of the
nature described above in A through C?
Yes No
Page 32
If yes, please specify:
E. Do you hold a position in a public office or institution (other than the Academy), whether
appointed, elected, or employed, which will require participation in matters involving the
Academy?
Yes No
If yes, please specify:
F. Do you have any other interests that may compete with or conflict with the interests of the
Academy (e.g., a leadership position in a chapter or other entity with respect to activities that may
be competitive with those of the Academy)?
Yes No
If yes, please specify:
NAME (Please print)
SIGNATURE
DATE
Page 33
ATTACHMENT F
PAFP & Foundation Expectations of Officers
NOTE: Funds may be available for special assignment travel based on available funds in the budget.
President:
1. Attend PAFP Annual Meeting
2. Attend regional or "10 state" meeting
3. Attend at least 1 out of state chapter or regional meetings
4. Maintain regular meetings and contacts with PAFP EVP
5. Attend Pa Medical Society Annual Meeting
6. Attend AAFP Congress of Delegates
President-Elect:
1. Attend all Board meetings
2. Attend PAFP Annual Meeting
3. Attend AAFP Annual Leadership Conference
4. Attend at least 1 out of state chapter or regional meeting
5. Attend AAFP House of Delegates
Board Chair:
1. Chair all Board meetings
2. Attend all Board meetings
3. Attend PAFP Annual Meeting
4. Attend at least 1 out of state chapter or regional meeting
5. Attend AAFP Congress of Delegates
Treasurer: 1. Attend all Board meetings
2. Attend PAFP Annual Meeting
Foundation President:
1. Attend all Board meetings
2. Attend PAFP Annual Meeting
3. Attend AAFP Congress of Delegates
AAFP Delegates:
1. Attend all Board meetings
2. Attend PAFP Annual Meeting
3. Attend AAFP House of Delegates and caucuses
Page 34
AAFP Alternate Delegates:
1. Attend PAFP Annual Meeting
2. Attend AAFP House of Delegates
3. Availability to attend any meetings in the absence of an AAFP delegate
Board of Directors:
1. Attend all Board meetings
2. Attend PAFP Annual Meeting
3. Attend AAFP Annual Leadership Conference at least once per 3 year term
Please send all reimbursement requests to the Academy Headquarters, 2704 Commerce Drive,Suite A, Harrisburg, PA 17110, within one month of the event.
Receipts must be attached for reimbursement. The Academy will only reimburse expenses while representing the Academy on official
business, not for CME activities (ie. will only reimburse for expenses for the AAFP annualmeeting during the House of Delegates).
Page 35
ATTACHMENT G
PA Academy of Family Physicians Travel Reimbursement
Note: This form must be submitted within 30 days of the meeting/event you are requesting reimbursement for and all receipts must be attached. Expenses submitted without receipts will not be reimbursed. Mileage is reimbursed at the rate allowed by the IRS.
Date: _____________________________________________________
Name: ____________________________________________________
Address: ____________________________________________________
City/State: ______________________________ Zip Code: ____________
Purpose/Event: _______________________________________________
Date of Travel: ________________________________________________
Signature: __________________________________________________
Please accept my mileage reimbursement as a restricted (100% designated to PA) donation to support the following Foundation programs.
Please select one:
Research activities in the area of family practice (Research Day)
Scholarship Fund (National Conference)
Student Initiatives
PAFP/F Education Programs (Breakaways, Web-based CME)
Total miles: Cost of airfare: Tolls: Meals: Other (please explain):
Total requested amount:
Page 36