American Association for Physician Leadership Inc.

“Composition of the executive committee of the association consists of the president/ceo, board chairperson and three additional board members. A. Role. The executive committee shall have all the power of the board between the meetings of the board. B. Any action taken by the executive committee must be ratified by the full board at its next meeting. C. Meetings. The executive committee shall meet at their discretion between meetings of the entire board.”

“The association shall have nine (9) classes of members as described below. A. Physician members: mds, dos, podiatric physicians and dentists who meet the qualifications for membership in section 2. There are 4 classes of membership in this category - "members", "diplomates", "fellows", and "distinguished fellows". B. Special categories of membership. There are two (2) special categories of membership "honorary members", and "honorary fellows". C. Affiliate members: this class of membership is open to clinical healthcare professions as designated and approved by the associaton board. Benefits are the same as traditional members (including discounts on courses), except that they can not serve on the board, become an officer, or become a cpe. Affiliate members can serve on committees and task forces and be ex-officio members of the board. D. Healthcare leaders: this class of membership is open to non-clinician healthcare leaders and managers including hospital executives, practice managers, pharmaceutical company execs - anyone who works with physician executives to deliver healthcare services or products. Benefits are the same as affiliate members.”

“Directors shall be fellows or distinguished fellows of the corporation and shall be elected by the members of the corporation under procedures established and approved by the board of directors.”

“A complete copy of the organization's form 990 is presented to the board of directors for review prior to the filing of the form.”

“Prior to board or committee action on a contract or transaction involving a conflict of interest, a director or committee member having a conflict of interest and who is in attendance at the meeting shall disclose all facts material to the conflict of interest. Such disclosure shall be reflected in the minutes of the meeting. If board members are aware that staff or other volunteers have a conflict of interest, relevant facts should be disclosed by the board member or by the interested person him/herself if invited to the board meeting as a guest for purposes of disclosure. A director or committee member who plans not to attend a meeting at which he or she has reason to believe that the board or committee will act on a matter in which the person has a conflict of interest shall disclose to the chair of the meeting all facts material to the conflict of interest. The chair shall report the disclosure at the meeting and the disclosure shall be reflected in the minutes of the meeting. A person who has a conflict of interest shall not participate in or be permitted to hear the board's or committee's discussion of the matter except to disclose material facts and to respond to questions. Such person shall not attempt to exert his or her personal influence with respect to the matter, either at or outside the meeting. A person who has a conflict of interest with respect to a contract or transaction that will be voted on at a meeting shall not be counted in determining the presence of a quorum for purposes of the vote. The person having a conflict of interest may not vote on the contract or transaction and shall not be present in the meeting room when the vote is taken, unless the vote is by secret ballot. Such person's ineligibility to vote shall be reflected in the minutes of the meeting. For purposes of this paragraph, a member of the board of directors of the association has a conflict of interest when he or she stands for election as an officer or for re-election as a member of the board of directors. Interested persons who are not members of the board of directors of the association, or who have a conflict of interest with respect to a contract or transaction that is not the subject of board or committee action, shall disclose to their supervisor, or the chief executive officer, or the chief executive officer's designee, any conflict of interest that such interested person has with respect to a contract or transaction. Such disclosure shall be made as soon as the conflict of interest is known to the interested person. The interested person shall refrain from any action that may affect the association's participation in such contract or transaction. In the event it is not entirely clear that a conflict of interest exists, the individual with the potential conflict shall disclose the circumstances to his or her supervisor or the chief executive officer, or the chief executive officer's designee, who shall determine whether full board discussion is warranted or whether there exists a conflict of interest that is subject to this policy. Annually each director, officer, employee and volunteer shall complete a disclosure form identifying any relationships, positions or circumstances in which s/he is involved that he or she believes could contribute to a conflict of interest. Such relationships, positions or circumstances might include service as a director of or consultant to another nonprofit organization, or ownership of a business that might provide goods or services to the association. Any such information regarding the business interests of a director, officer, employee or volunteer, or a family member thereof, shall be treated as confidential and shall generally be made available only to the president of the board of directors, the chief executive officer, and any committee appointed to address conflicts of interest, except to the extent additional disclosure is necessary in connection with the implementation of this policy.”

“The compensation of the chief employed executive, other officers, and key employees is reviewed and approved by the association's board of directors or executive committee, provided that persons with conflicts of interest with respect to the compensation arrangement at issue are not involved in this review and approval. Compensation is reviewed and approved using data no greater than three years old as to comparable compensation for similarly qualified persons in functionally comparable positions at similarly situated organizations. There is contemporaneous documentation and recordkeeping with respect to the deliberations and decisions regarding the compensation arrangement.”

“Governing documents, conflict of interest policy, and financial statements are made available to the public upon request”