COLORADO MEDICAL SOCIETY BOARD OF DIRECTORS
Standards of Conduct
Adopted by the Board of Directors effective 9/14/2019
Table of Contents
- Charge
- Fiduciary duties
- Conflict of interest policy
- Board member conduct during meetings
- Options for Board members who do not prevail on issues
- Board member conduct when speaking publicly
- Ongoing board education
- Board relationship with CEO
- Board relationship with staff
- Activities outside of Board duties
- Violations of Board policy
1. Charge
The Colorado Medical Society (“CMS”) Board of Directors (Board) shall govern and represent CMS in all matters pertaining to its operation and strategic plan, including but not limited to making decisions on behalf of CMS. The following Standards of Conduct are to be followed as provided for under Chapter XVIII, Section 1 of the Amended and Restated Bylaws of CMS dated September 20, 2015 (Bylaws), to be effective as of November 18, 2016.
In an effort to achieve the highest standards of conduct, each Board member is requested to acknowledge (by signing) the following standards of conduct by the January Board meeting each year.
Board member job description
Board members shall have authority with the Board as a whole, not as individual Board members, to govern and represent CMS’s members in the following ways:
- The Board will assess whether CMS’s strategic direction and priorities align with the values, needs, and trends affecting CMS’s members;
- The Board will produce and maintain written performance standards in order to ensure they are acting on behalf of members;
- The Board will develop organizational accountability measures to ensure CMS’s performance meets the proactively established standards and expectations developed by the Board; and
- The Board will perform all duties as outlined under Chapter III, Section 2 of the Bylaws.
2. Fiduciary duties
CMS Board members are fiduciaries of CMS. Generally, the term “fiduciary” embraces a relationship of trust and honesty. Board members’ fiduciary duties include:
Duty of good faith
“Good faith” means an absence of any intent to take advantage of CMS, a state of mind characterized by both honesty and faithfulness to the Board member’s obligations and duties, and a level of diligence in discharging the director’s responsibilities.
Board members must carry out their duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances.
Duty of care
The duty of care is the duty to be informed. It includes the responsibility of a board member to act as a good steward for CMS by using reasonable care and good judgment when making decisions on behalf of CMS.
The duty of care requires each board member, officer, and each committee comprised exclusively of board members to be appropriately informed about issues requiring their consideration, to devote appropriate attention to oversight of CMS’s activities, and to act with the care that an ordinarily prudent person would reasonably be expected to exercise in a similar situation.
Duty of loyalty
The duty of loyalty is the responsibility of the Board member to act only in the best interests of CMS, rather than acting on their own behalf or on behalf of another organization. It is the duty of the Board member to maintain confidentiality and stand behind Board policy decisions. Board members must also avoid or disclose conflicts of interest with CMS policy or positions.
The duty of loyalty applies to the confidentiality of executive sessions and the duty of the Board member to keep all information presented or discussed in those sessions confidential. Matters relating to personnel issues, legal advice, and matters of a proprietary nature or relating to legislative strategies are all typically addressed in executive session and fall under this duty of loyalty. Strategic and business discussions with the Board as a whole are likewise confidential.
Duty to keep and render accounts
The duty to keep and render accounts is the duty to be fiscally responsible with CMS’s resources.
Duty to act only as authorized
The duty to act only as authorized is the duty to act only within the scope of responsibilities delegated to the director or officer.
3. Conflict of interest policy
All Board members must read, understand, and comply with the Conflict of Interest Agreement and return a signed copy annually.
4. Board member conduct during meetings
Attendance
Board members are expected to attend every meeting of the Board either in person, by phone, or by such other means as allowed by applicable law and CMS BOD policy and process, and to actively participate in those meetings. Board members are also expected to participate in all forum discussions.
If a Board member knows that s/he will not be able to attend, the Board member should notify the President and appropriate staff in a timely manner. If a Board member misses more than two (2) regularly scheduled Board meetings in a calendar year, it is at the discretion of the President to confer with the Board member to determine whether or not the person should continue to serve. Additionally, the CMS President has the discretion to advise the District or Section which appointed the Board member of the Board member’s absences.
Prior to board meetings
Board members must come prepared to board meetings as part of their duty of care. In order to be prepared to discuss and decide issues, Board members should review all written and electronic materials prior to the Board meeting, including prior meeting minutes, and where appropriate, Board members should seek out and solicit information from the membership, constituent specialty groups, and/or local societies and other resources which may contribute to the discussion and decisions. Board members should also ask for clarification when needed from the CEO or CMS President.
During board meetings
Board members must adhere to their fiduciary duties and are expected to conduct themselves in a professional and courteous manner at all times during Board discussions, including but not limited to:
- Respecting opposing views and encouraging diverse opinions and attitudes during the discussion;
- Giving consideration to all points of view;
- Seeking input from various constituencies;
- Considering the financial resources available to CMS;
- Focusing on strategy;
- Actively participating during Board meetings; and
- Voting on all matters solely in the best interest of the society.
Board member must support all Board decisions both during and after board meetings privately and publicly and should never criticize fellow Board members inside or outside Board meetings.
After board meetings: Information to communicate
Except as set forth in Section 2(c) above regarding the strict confidentiality of executive sessions and certain Board discussions, in order to further transparency and full disclosure, Board members are encouraged to communicate actions, positions, or policies adopted at CMS Board meetings to the membership and/or component societies with full and unwavering support of these CMS decisions. Board members should take care that all information is accurate and does not criticize or discredit CMS, the Board, or other Board members. Board members should not discuss confidential proceedings outside the Boardroom (e.g. executive sessions or other confidential Board discussions) or speak on behalf of CMS unless authorized to do so.
5. Options for Board members who do not prevail on issues
Board members shall be respectful and supportive of all decisions made by the CMS Board regardless of the person’s individual opinion. Once the Board has made a decision after input and discussion, each Board member shall support and stand by the Board decision even if the Board member did not approve or vote for the decision.
In the event that a Board decision does not reflect a Board member’s position, the Board member has several options.
- The Board member may seek re-consideration of the decision at the ongoing or future Board meeting, which typically results when additional information comes to light. When seeking reconsideration, a Board member may also solicit the support of Districts or Sections.
- The Board member could seek to have the Board position augmented by seeking the publication of a minority report to accompany the CMS position.
- The Board member may resign from the Board if s/he believes it to be in the best interest of the Board member and CMS to do so.
6. Board member conduct when speaking publicly
It is inappropriate for a Board member to speak, organize opposition, or campaign against a CMS position, policy initiative, or campaign which includes, but is not limited to, legislative hearings, ballot initiatives and amendments, discussions with the media/press, public meetings, or private meetings with legislators, agencies, organizations, or decision makers. Under limited circumstances and with clear disclaimers, a Board member could address a legislative committee as a representative of themselves or of another organization, however, the Board member should use his/her best effort to identify another person to speak on behalf of the other entity.
The Board of Directors recognizes that there may be unique situations in which a Board member wants to support a policy or position which is different than that of CMS. In such a case, the Board member should make clear in any written or oral communication that the Board member is not speaking on behalf of or as a representative of CMS; that the Board member is only speaking in his/her individual capacity or on behalf of another organization; and that the Board member in their verbal and/or written communication does not discredit or criticize the CMS position, CMS, other Board members, or staff.
7. Board member education
As part of the Board member’s duty of care, the member and Board as a whole shall take an active role in ensuring that Board members are made aware of and understand these Standards of Conduct, the Conflict of Interest Agreement, Board Policies and Procedures, and CMS’s Bylaws.
Board members shall also actively participate in education. Education efforts may include, but are not limited to, the following: orientation programs; mentoring of new Board members; discussions at Board retreats; and implementation of Board assessment/self-evaluation tools. Board members shall actively participate in identification of gaps in Board education and opportunities for Board education.
8. Board relationship with CEO
The Board of Directors understands there is a separation of duties between the Board and CEO where the Board governs, and the CEO manages. The CEO is directly responsible to the Board and the Board has a responsibility to monitor the performance of the CEO. The CEO is responsible for hiring and managing CMS staff. The CEO is accountable to the Board as a whole and not to individual Board members. Therefore, the CEO’s relationship with the individual Board members, including the President and Chair, is collegial, not hierarchical.
9. Board relationship with staff
Any Board member concerns or issues with the performance of individual CMS staff members shall be brought to the attention of the CEO. Board members should not discipline or provide letters of reference for any individual staff member. All such matters are to be referred to the CEO.
10. Activities outside of board duties
Board members may choose to individually engage in activities with CMS outside of their Board responsibilities. In such situations, they shall conduct themselves as individual members rather than representatives of the Board.
11. Violations of board policy
Board members recognize their duty to adhere to CMS Board policies and the Bylaws. They also recognize that any violations will have consequences to be determine by policy and the Board.
I have read and understand the Colorado Medical Society Board of Directors Standards of Conduct and, in acceptance of my fiduciary duties, will comply.
COLORADO MEDICAL SOCIETY BOARD OF DIRECTORS
Conflict of Interest Agreement
Updated 9/14/2019
Overview and fiduciary duties
To support that the affairs of the Colorado Medical Society will be conducted with concern for the avoidance of any real or perceived conflict of interest on the part of its directors and officers, and with the highest integrity in accordance with the fiduciary duties they owe to the Society, this agreement establishes a process for disclosure and remediation of real or perceived conflicts of interest.
All real or perceived conflicts of interest that may affect the director or officer’s fiduciary duties to the Society shall be disclosed in writing prior to any further activity or action as a board member.
Broadly speaking, a conflict of interest exists whenever a director or officer finds that his or her ability to exercise independent judgment concerning the best interests of the Society and his or her fiduciary duties to the Society are compromised.
Questions to ask when determining if a real or perceived conflict exists:
- Do you, your spouse, children, parents, or other familial relations have a direct or perceived personal, business, financial, intellectual, or representative interest in the outcome?
- Do you have direct authority to speak as an officer or significant stockholder (5% or over) of a company, industry association, charitable organization, or government entity that has a conflict of interest?
Outside business or organizational affiliation
If any director or officer has an outside business or organizational affiliation where conflict of interest may exist, or may appear to exist, he or she should, in order to avoid the appearance of conflict, disclose such affiliation to the Board.
Gifts
No director or officer should accept a gift of more than nominal value from anyone, doing business, or negotiating with the Society.
Procedure concerning conflict of interest
- A director or officer shall promptly disclose to the President of the Society (and to board if conflict involves the President) in writing any information on any matter which the director or officer believes is or may be perceived to be a conflict of interest with that director or officer’s fiduciary duties to the Society.
- The President (or Board if involving the President) shall determine if the disclosure constitutes a conflict of interest.
- The President (or Board if involving the President) can then take one of several options for remediation:
- Remediation may include: (1) recusing the “interested” director or officer from the vote, (2) recusing the “interested” director or officer from strategic discussions, or (3) absolving the “interested” director or officer.
- The “interested” director or officer may, but is not required to, choose to (1) recuse themselves from the activity, organization, or business which created the conflict, or (2) withdraw from serving on the Board.
- If the conflict of interest is unable to be remediated through any of the above options, any further action of the Board shall comply with Chapter III, Section 5 of the bylaws.
- At a meeting of the Board of Directors, the “interested” director or officer may be counted in determining the presence of a quorum.
- The “interested” director or officer shall be allowed to appeal a decision made by the President to the Board as a whole.
Summary
In summary, the purpose of this agreement is to provide the Board with knowledge of any situation on the part of directors and officers that is, or appears to be, in conflict with their fiduciary duties to the Society. If instances arise beyond the scope of this agreement outside the procedure adopted for disclosure that may nevertheless lie within the spirit of this policy, it is expected that the undersigned will make full disclosure as provided. Moreover, to the extent that a conflict arises subsequent to the execution of this statement, the undersigned understands and agrees that his or her duty to disclose shall be continuing and he or she agrees to disclose such conflict in a manner prescribed by this document.
I have read and fully understand the above and declare that I have not and am not currently engaged in any activity that directly or indirectly would constitute a conflict of interest except as disclosed below: