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SAMPLE
BOARD OF DIRECTORS
EXPECTATIONS AND PRACTICES
Relevant Federal Consideration
Federal ethics regulations prohibit federal employees from serving on boards of outside organizations in their official capacities unless there is a statutory exception such as that provided for the statutory VA members of research and education corporation boards – the Medical Center Director, Chief of Staff and ACOS Research and/or Education. Other board members who are VA employees may not conduct NPC
board business during their VA tour of duty. Consequently, board meetings are
held during non-duty hours.
Board Expectations
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All board members are required to abide by the NPC’s conflict of interest policy
which incorporates a disclosure form that must be signed upon appointment to
the board and renewed annually.
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The NPC board meets at least four times per year. Although the bylaws provide
that up to two meetings may be conducted by conference call, all meetings are
generally held in person. The dates and locations of board meetings are set by
the board of directors up to one year in advance, but may be subject to change
with board approval. All board members are expected to attend and fully
participate in all meetings.
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The NPC provides no compensation for service on the NPC board. However, upon submission of original receipts, the NPC
will reimburse board members for travel expenses related to their board
participation.
- Board members are expected to suggest items for the agenda. Accompanying documentation should be provided to the NPC
office at least three weeks before the board meeting. If possible, provide one
clean copy by email, mail or Federal Express; avoid faxing documents as they
are often hard to read.
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The meeting agenda is sent to each board member’s business address by Federal Express in time for receipt at least 5 days before the meeting. If a board member will be out of the office the week before the meeting and needs to have the agenda sent to an alternative address, he/she should provide the NPC
office with the alternative address. A memo with final logistics for the board
meeting is always enclosed with the agenda. All board members are expected to
come to meeting fully prepared to discuss items presented on the agenda.
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In addition to determining NPC policy and activities, board members are expected to serve on NPC
ad hoc committees and accept responsibility for various projects.
Meetings Practices
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To allow for frank discussion, all board meeting discussions are considered
confidential. The minutes contain only brief descriptions of items under
consideration and the decisions of the board. Dissenting opinions are noted in
the minutes upon request.
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Board meetings are tape recorded only to assist in the preparation of accurate
minutes. The tapes are erased as soon as the minutes have been approved.
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NPC board meetings typically are scheduled for Mondays.
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Whenever possible, board meetings are in the VA medical center.
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Board meetings generally are held from 6:00 p.m. to 8:00 p.m.
- Modest refreshments will be provided. Dress for
board meetings is appropriate VA business attire.
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Questions about any of the above may be directed to the NPC executive director or to the chairman of the board.
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