Governance Policy and Procedures Handbook

Purpose: To develop a process that makes Board members accountable for their participation or non-participation in an upcoming meeting or conference call by notifying the President or the Executive Director.

Policy: Board members will be required to confirm with the Executive Director or President their attendance or non-attendance at upcoming Board meetings or scheduled conference calls within the timeframe specified in the meeting notification. This absence policy is intended to uphold Board Members’ duty of care to PACB.

Procedure:

• Notices will be emailed to Board members announcing upcoming meetings and/or Board conference calls as soon as one has been confirmed by the President.
• Board members are to confirm attendance with the Executive Director or President and indicate specific reasons for absences within the timeframe specified in the meeting notification.
• At each meeting or conference call, the President will indicate which members are in attendance. This information will be recorded in the minutes under Call to Order. The minutes will also indicate which members have been officially excused by the Board.
• Board Members with more than 2 unexcused absences during any year will be contacted by the President to discuss appropriate action.
• Board Members who are not responsive to the President’s call will be brought to the attention of the Board.

Society Compliance

No individual is eligible to maintain certification unless the individual is in compliance with all applicable policies, practices, ethics, and codes whether or not in conjunction with a professional position. The PACB may deny or revoke a certification when an individual is found to be out of compliance or has made a material misrepresentation as part of their application for certification.

Compliance Committee

The Board of Directors shall appoint a Compliance Committee to consider alleged violations of any applicable policies, practices, or ethics whether or not associated with a professional position. The Compliance Committee shall be composed of at least three (3), but not more than five (5), BCPAs; one of whom shall be a Director of the PACB. A committee member may not serve on the Compliance Committee in the review of any matter in which their impartiality might reasonably be questioned, or which presents either an actual or an apparent conflict of interest. All actions by the Compliance Committee shall be determined by a two-thirds (2/3) vote.

Review and Decision Process

Allegations implying a violation of society ethics, practices, policies, roles, procedures, codes or standards, whether or not in conjunction with a professional position, shall be submitted to society administration. The complaint will be forwarded to the Chairperson of the Compliance Committee and the Executive Director.  If the Compliance Committee determines that the allegations state a violation or violations of society policies, practices, ethics or codes, the Compliance Committee shall request evidence be submitted by complainant for an initial review of the matter. If, after the initial review, the Compliance Committee finds that good cause exists to question whether certificant is in violation, the Compliance Committee shall transmit a statement of the allegations, along with any supporting evidence to the certificant.  The Compliance Committee shall also transmit a request to certificant for any counter evidence and a statement in defense and proceed to conduct an in-depth review of the matter.

After the completion of its in-depth review of the evidence, the Compliance Committee shall make a decision on the allegation by a two-thirds (2/3) vote.  The Compliance Committee with then transmit this decision, in writing to the Executive Committee with a recommendation on sanctions.  Based on the Compliance Committee’s decision, the Executive Committee shall decide an appropriate sanction by a two-thirds (2/3) vote.  After notifying certificant of the Compliance Committee’s decision on the allegation and the Executive Committee’s decision on sanctions in a written communication, both decisions shall be filed with society records.

Committee Actions and Sanctions

Permissible actions

• Letter of Instruction. A letter of instruction is a written statement expressing concern with a Certified Patient Advocate’s actions in regard to the applicable policies, practices, ethics, and codes.  In the event it is determined that an applicable policy, practice, ethic, or code has been violated, the Executive Committee will consider the degree of harm and significant mitigating circumstances and may issue a letter of instruction
• Sanctions. In the event it is determined that the applicable policies, practices, ethics, and codes have been violated, and a letter of instruction is not appropriate under the circumstances, the Executive Committee will impose one or a combination of the possible sanctions that follow:

A reprimand in the form of a written statement criticizing a Certified Patient Advocate’s action as violating the applicable policies, practices, ethics, and codes in one or more ways.  The Executive Committee may impose remedial requirements to be completed within a specified period of time.

Probation for a specified period of time subject to Committee review of compliance.  The Executive Committee may impose remedial requirements to be completed within a specified period of time.

Suspension from PACB certification for a specified period of time.  The Executive Committee may impose remedial requirements to be completed within a specified period of time.

Revocation of PACB certification.

• Compliance with remedial requirements will be subject to oversight by the Compliance Committee.
• The penalty for failing to fulfill, in a satisfactory manner, a remedial requirement imposed by the Executive Committee as a result of sanction will be automatic revocation unless the Executive Committee determines that the remedial requirements should be modified based on good cause.

Appeals and Reinstatement

If certificant believes the decision by either the Compliance Committee or the Executive Committee to be in error, they may appeal these decisions to the Board of Directors.  Appeals shall be made by a brief written statement, submitted to the Board of Directors for review.  Upon review of the statement, if the Board of Directors sees probable cause it may request additional evidence and conduct its own review of the matter.  The Board of Directors will have the authority to affirm or reverse the decisions of either the Compliance Committee or the Executive Committee by a vote of two-thirds (2/3) and such decision shall be final. Upon written request a former certificant may seek reinstatement of his or her certification by submitting a request for reinstatement to the Board of Directors.  All reinstatement requests shall be signed by the former certificant and filed with the Secretary.  The Board of Directors shall review the reinstatement request and may approve reinstatement by affirmative vote of two-thirds (2/3) of the directors’ present.  Such vote is only valid if a quorum is present.

Purpose: This policy is designed to provide information and consistent procedures for the selection of Committee Chairs and Committee Members.

Policy: Maintain a nationally representative cross-section of Committee Chairs who report directly to the Board of Directors. The President will nominate, and the Board will ratify national committee chairs representing the corporation’s volunteer committees.

Procedure: Committee Chairs will be selected each year by the President. Committee members will be selected by the Committee

• Two unexcused absences from conference calls or Committee meetings by Committee members will result in the member being automatically removed from the Committee.
• Periodic Committee Board reports will be submitted in writing by the Committee Chair within the defined timeframe given by the Executive Director. The Committee report may be reviewed by the President before inclusion in the Board Books.

 An annual report by each Committee Chair will be submitted in writing upon the request of the President.

•  The Committee Chair or a designee from the Committee may be asked to attend all Board meetings and conference calls (as requested) to report on the Committee’s activities.
• Committee members’ terms are one year, but renewable at the option of the Committee Chair and/or President.
• Committee Chairs are appointed for one year and will continue to serve upon the agreement of the Committee chair and the President.

Purpose: The purpose of this conflict of interest policy is to protect the Patient Advocate Certification Board’s interest when there exists a potential for an individual to benefit from a transaction or decision made by the organization.

This policy is not intended to inhibit, prevent, or discourage PACB representatives from continuing to actively participate in impartial and unbiased decision making and policy setting. This policy does not preclude members of the Board of Directors, volunteers and the executive director or committee members from actively participating in other organizations which may be of benefit to medical communities except as stated in the organizations bylaws.

1. Any board member or his or her immediate family member has a substantial financial interest in any entity that could be affected by a decision or action of PACB;
2. Any board member or his or her immediate family member accepts loans, advances, or excessive gifts or entertainment from any entity or person who could be affected by a decision or action of PACB;
3. Any board member has any other obligation or relationship that could lead to the abuse or misuse of the Board Member’s position or influence.

Should any transaction or act of any PACB member constitute a possible conflict of interest, the individual is required to disclose all of the relevant facts to PACB, so that PACB may determine whether a conflict of interest actually exists, and if so, the manner in which it should be resolved.

All PACB board members are required to complete and sign a Conflict of Interest Declaration form annually.

Board of Directors Conflict of Interest 

DECLARATION FORM:

I declare that I have received a copy of the Patient Advocate Certification Board of Directors Conflict of Interest Policy, that I have read and understand the policy, and that I agree to comply with the policy.

I declare that I:

Do not have any affiliations, interests, or situations that constitute a potential conflict of interest.

Do have affiliations, interests, or situations that, when considered in conjunction with my position or relationship with PACB, might possibly constitute a conflict of interest. Please specify:

I agree to report to PACB, as appropriate, any situation that may constitute a conflict of interest developing after the signing of this declaration.

Confidentiality

Purpose: This term intends to protect the privacy of the patients and patient advocates.

Policy: Confidential meetings and information of PACB shall not be released to anyone. Patient advocates shall not release any patients’ information without first obtaining patients’ written consent.

Any members of PACB including PACB Board members, committee members, or staff members shall not volunteer any patient’s specific information in the course of introducing or presenting to potential patients.

Board Member Code of Ethics

As a member of the of Patient Advocate Certification Board of Directors, I will:

• Represent the interest of all people served by PACB;
• Not use the organization or my service on the Board for my own personal advantage or for the individual advantage of my friends or supporters;
• Keep confidential information of any and all information relating to discussions during Board meetings, unless compelled by legal process; or as approved by the Board;
• Approach all Board issues with an open mind and be prepared to make the best decision for the whole organization;
• Do nothing to violate the trust of those who elected me to the Board or those served by PACB;
• Focus my efforts on the mission of the organization and not on my personal goals;
• Never exercise my authority as a Board member except when acting in a meeting with the full Board, or as I am designated by the Board.

Purpose: A good record retention policy should minimize both the legal risks flowing from hastily drafted or misleading documents and the adverse inferences that may arise from the selective destruction of documents in the absence of such a policy. Moreover, the expense of storing obsolete documents as well as the cost of retrieving documents in response to business requests, government investigations or litigation should be reduced.

The proliferation of forms and records over the last decade has left many associations and businesses with file boxes and drawers of paper, back-up tapes, and electronic messages and other media. The retention of documents not otherwise necessary to conduct business is both expensive and inefficient. It could leave the association or member company open to potential legal challenges on grounds based on outdated and irrelevant material. To minimize these costs and risks, the PACB has adopted the following record retention policy for the systematic retention and destruction of documents based on statutory or regulatory record-keeping requirements and practical business needs.

Policy: It is the intention of this policy that documents are retained only so long as they are (1) necessary to the conduct of the Association’s business; (2) required to be kept by statute or government regulation; or (3) relevant to pending or foreseeable investigations or litigation. Retention periods are based primarily on current federal record-keeping requirements and state statutes of limitation. Currently relevant documents should be filed systematically and accessibly. Documents that must be maintained permanently can be catalogued and, if possible, reduced to some secure form of electronic record for storage and easy access when needed.

To achieve these objectives, procedures should be established so that documents are filed in the appropriate place, the number of copies is catalogued, and documents are retrieved and destroyed on pre-established “pull” dates. One individual should have overall responsibility for initial implementation and yearly review of compliance with this policy. The program itself should be reviewed every two years to ensure governmental requirements are being met, business needs are satisfied, and changes in hardware and software do not prevent access to stored electronic records. Nonprofit organizations are also subject to criminal penalties under provisions of the Sarbanes-Oxley Act of 2002 passed in connection with the securities fraud scandals of recent years, and which prohibits corruptly tampering, altering, destroying or concealing records in an effort to prevent their availability for use in an “official proceeding.”

No document, including an electronic document, shall be intentionally altered, covered- up, falsified or destroyed, nor shall any employee or agent of PACB be directed to do so, to prevent its use in an official proceeding. Upon becoming aware that any document may reasonably be anticipated to be useful in any actual or reasonably predictable official proceeding, management shall override any document retention policy or procedure that might result is the destruction of or inability to find any such document and obtain advice from legal counsel.

Procedure: The following schedule provides retention periods for the major categories of documents, both paper and electronic, for PACB.

Type of Record  Retention Period (years) 

ACCOUNTING

• Auditors’ reports – Permanent
• Budgets – 7 years
• Cancelled checks, generally – 3 years
• Depreciation records – Permanent
• Officer, Director and employee expense reports – 3 years
• Employee payroll records (W-2, W-4) annual earnings records, etc.) – 3 years
• Inventory lists – 7 years
• Invoices – 7 years
• Payroll journal – 3 years
• Petty cash vouchers – 3 years
• Subsidiary ledgers (accounts receivable, accounts payable, etc.) – 7 years

CORPORATE

• Annual reports – Permanent
• Approved Board minutes and records of actions taken without a meeting – Permanent
• Approved executive committee minutes and records of all actions taken by executive committee without a meeting – Permanent
• Approved minutes of all members’ meetings and records of all actions taken by members without a meeting – Permanent
• Articles of Incorporation – Permanent
• Authorizations for expenditures – 7 years
• Bylaws – Permanent
• Policies – Permanent
• Contracts, generally Expiration +7 years
• Contracts, sales – 7 years
• Certificant applications – 5 years
• Certificant names and addresses – Current
• Notes (Internal reports, memos, etc.) – 3 years
• Written communications to certificants – 3 years

CORRESPONDENCE

• General, routine – 3 years

INSURANCE

• Accident reports – 7 years
• Insurance policies – Permanent

LEGAL

• Claims and litigation files – Permanent

PACB copies of all pleadings, key briefs and motions, court orders and opinions of record on dispositive motions and hearings, any attorney-client confidential privileged communications, all original witness statements and affidavits, exhibits, and settlement agreements/contracts need to be kept permanently. Mere drafts of various and routine pleadings, motions, and briefs, as well as multiple copies of business documents need not be retained.

Purpose: Joint Ventures

Policy: Should PACB be approached to enter into a joint venture arrangement with another organization, PACB shall evaluate the proposed arrangement under Federal tax law in order to protect the PACB’s tax-exempt status. A joint venture arrangement is defined as any joint ownership or contractual arrangement through which there is an agreement to jointly undertake a specific business enterprise, investment, or exempt-purpose activity.

Procedure: In order to safeguard PACB’s tax-exempt status, PACB shall consider the following when evaluating a joint venture arrangement:

• Control over the venture or arrangement is sufficient to ensure that it furthers the exempt purpose of the PACB;
• Requirements that the venture or arrangement gives priority to exempt purposes over maximizing profits for the other participants;
• That the venture or arrangement does not engage in activities that would jeopardize the PACB’s exemption; and
• That all contracts entered into by the PACB be on terms that are “arm’s length” or more and favorable to the PACB.

Purpose: To define a specific process to be followed when the media approaches PACB.

Policy: The appropriate PACB representative should refer all media contacts to PACB National Office prior to any response.

Procedure:

• Refer all media calls to the PACB Executive Director. This includes the press who might call the Association officers or individual Board members.
• The Executive Director will gather information related to the content of the story, any potential controversy, written information that can be provided, and the appropriate spokesperson.
• The Executive Director will contact the PACB President to advise of contact and plan.

PACB Executive Director will consider:

• Refer to President for comment
• Offer comments from Executive Director
• Refer to Executive Committee
• Refer to contracted media relations counsel

1. Any and all press releases will be reviewed and approved by PACB’s President and Executive Director, who will determine if a PACB Board member should approve a release and obtain this approval prior to releasing the final copy for distribution.
2. PACB approval of press releases should be obtained promptly to support timely communication.
3. At the direction of the President, press releases will be drafted by the PACB National office, coordinated by the Executive Director, and distributed accordingly to press, board members, newswire services, PACB Certificants.
4. The PACB President serves as the media spokesperson for the organization. If the President is not available, PACB officers, Executive Director, or others designated by the President or Executive Director, may be approached to fulfill interview requests.
5. If the request from the media requires a specific background and expertise, the national office will access different Board members as needed.
6. Each Board member and Committee chair will provide a copy of the publication (or notes/transcripts if radio or TV interview) on which they are quoted, or an article developed and written, and will send a copy to the National Office for archiving.

Purpose: To provide information and consistent procedures with regard to the nomination of members to the Board of Directors.

Policy: Maintain a representative and balanced Board of Directors.

Procedure: The President shall appoint, a nominating Chair (or committee) whose function shall be to solicit and screen candidates for officer and director positions in the next fiscal year.

• The Nomination Committee will review nominations criteria and submit any recommended revisions to the Board for consideration (if necessary) before the call for nomination form is published.
• The Nomination Committee adheres to PACB Bylaws in all respects to the nominations process and committee members will sign Confidentiality Statement
• The terms of Nominations committee members, including the chair, shall be for one term that begins on January 1st and ends on December 31st of the same year, or until the President of the board appoints a new Nominations Committee Chair. Voting members of the Committee shall not be eligible to be nominated as board officers.

Purpose:  To obtain a fair price for services/products purchased by/for PACB Policy: New contracts will utilize an open bidding process using multiple bids.

Procedure: A minimum of 2 companies will be solicited (when available) to bid on all large projects, as directed by the Board.

Purpose: This policy is designed to outline the Executive Committee procedure in evaluating the Executive Director’s performance.

Policy: The President will develop and conduct an annual evaluation of the Executive Director and self-evaluation for those currently serving on the board of directors.

Procedure:

• The President will develop and email evaluations to the Executive Committee and Board.
• The completed evaluations will be returned directly to the President for review and compilation.
• The results will be communicated to the Executive Director by the President.
• The total score of the evaluations will be included in the next Board Book.

Purpose: To assist the PACB Board and Committees in carrying out their responsibilities with the following objectives:

• To provide uniform guidance for the PACB Board and Committee Chairs when responding to requests or opportunities to speak or author an article or comment.
• To avoid cases that may lead to misunderstanding of an individual’s role in relation to PACB.
• To avoid misrepresentation of PACB.
• Note: Individual PACB Board of Directors Members may speak for themselves but must advise that their comments represent their personal views only.

Policy:

Official Representation of PACB: The President and Executive Director are authorized to speak officially on behalf of PACB. The context of their comments should be in accordance with the mission and vision of PACB.

PACB Appointments: The President may appoint, and the Board of Directors may ratify persons to represent PACB on various Advisory Boards. The appointee must agree to give updated reports to the PACB Board of Directors.

PACB Board Member Presentations: Any presentations(s) which contain slides in which a Board Member represents PACB must be sent to the Executive Director for clearance and consistent messaging and branding.

PACB Board Member Presentation Opportunities Without Funding: If there are opportunities for presentations and no funds are allocated by PACB or by the requesting organization, expenses will be the individuals. Persons are free to accept or decline such appointments.

Guidelines to Speakers: When speaking to an organization, officially representing PACB, then it is appropriate for an individual’s position (in relation to PACB) to be noted in writing on promotional materials. If the individual is not officially speaking for PACB, in order to avoid the appearance of speaking on behalf of PACB on the topic at hand, the reference to PACB should not appear in writing on promotional materials or handouts. Upon introduction, the individual may note that they hold a given office or designation with PACB but must provide a disclaimer. If you are using a PowerPoint slide for the presentation, please include the following disclaimer:

“The opinions contained in these materials are those of the presenter and not those of PACB. As such, PACB is not responsible for and may not be held liable for any damages related to these materials.”

For Example: “Please Understand that the opinions you will hear me express to you today in my presentation are my own and are not those of PACB. As such, PACB is not responsible for and may not be held liable for any damages related to my presentation.” Be very clear with the organization you are contracting with to provide educational material or speeches that you are representing your own and/or your company’s opinion unless you have received official permission to represent PACB.

Writing on Behalf of PACB: The President and Executive Director are authorized to write officially on behalf of PACB. The context of their manuscript should be in accordance with the mission and vision of PACB. For any unofficial written statements, all members must include the following disclaimer. “The opinions contained in this statement are those of the author and not of PACB. As such, PACB is not responsible for and may not be held liable for any damages related to this statement.”

Letterhead Use: Official PACB letterhead is used in support of official PACB documents generated by the President or Executive Director or member of the Board of Directors with Board approval to officially represent PACB.

PACB Logo Authority and Use: All requests for PACB logo use must be submitted in writing to the PACB Executive Director. Requests must include for what purpose the logo will be used [ex: marketing piece; presentation; chapter/book, etc.], a sample of the document in which logo is to be used, and the proposed date of use. Allow 10 working days for a written reply. Wherever used, the PACB logo is not to be altered in any form. Individuals who have earned the BCPA may use the “certified by” logo.

Guidelines for Reference to National Board or Committee Work in Your Personal CV/Resume: Each participating Board Member or Committee Member has earned the position they hold with PACB and as such may note the position on their curriculum vitae or resume.

Others: Others wishing to speak or officially write on behalf of PACB should request permission of the President and Executive Director by submitting the content of the talk or article to the President or Executive Director. Written approval is required prior to offering the information to the public on PACB’s behalf.

Purpose: This Policy is designed to establish a “One Voice” across the board of directors. In order to make authoritative decisions, it is in the best interest of PACB to have a single voice for the professional patient advocate community. The strength of a single voice arises from a diversity of viewpoints and intentions and then they are focused into a unified policy. The one voice principle does not mean that there should be unanimity or a lack of diversity of opinions on the board. On the contrary, the board must reach out to hear all positions and from that input decide a policy that best meets the needs of the professional patient advocate community.

Policy: The Board encourages a diversity of opinions from board members and the community. From that diversity, the board will determine a policy that best serves the needs of a majority of the community. Once the board has voted on the policy, all board members will support the policy as if it were their own so to allow the board to speak with “one voice” and show authoritative leadership.

Procedure: It is each Board member’s responsibility to ensure that their opinions and concerns are presented and understood when an issue is discussed and/or voted on. The Board will favor trying to reach consensus; however, there will naturally be disagreements and issues where total consensus is not reached. These debates and disagreements should be conducted with due respect to other board members and their opinions and they should be “left at the table” when the debate is over. Having participated in the debate, each director and officer should agree to support the Board decisions for what they are – board decisions reached through a deliberative process.

When a vote is not unanimous, those board members who lose a vote must accept that the board has spoken and that its decision must be implemented as decided and all members must speak as with one voice. Board members should agree to support such decisions and not actively speak against or act counter to the decisions. This does not mean you give up your right to your opinion and if asked directly you should answer honestly, fairly representing the board decision while expressing your individual thoughts. Your obligation is to support the Board’s actions, not indicate you philosophically agree with all actions.

New board members should consider these principles when addressing actions taken prior to their serving on the Board. This document will be discussed during the new board orientation and included within the policy on board member responsibilities.

Purpose: The purpose of this policy is to provide all PACB Board members, committee members, and staff with guidelines for the reporting of unethical or illegal behavior to the appropriate authorities caused by PACB Board members, committee members, or staff.

Whistleblower policy is the second component of the Sarbanes-Oxley legislation that affects non-profit organizations. The purpose of the Whistleblower policy is to protect employees and their job if they were to report the misconduct of another within the organization. This is directed at the reporting of fraudulent behavior. The Whistleblower policy is a written process for dealing with employee complaints and preventing retaliation in the workplace. (pulled it up from its original place under procedure)

Policy: PACB is committed to lawful and ethical behavior in all its activities and requires its Board members, committee members, and staff to conduct themselves in a manner that complies with all applicable laws and regulations.

Every effort will be made to investigate a report made by a PACB person as discreetly as possible. Because of the need to investigate the report, correct a problem, or prevent future problems, PACB cannot, however, promise complete confidentiality. No PACB person will be discharged, threatened, or discriminated against in any manner for reporting in good faith what he or she perceives to be wrongdoing, violations of law, or unethical conduct.

Procedure: At any time a PACB person has a concern regarding the propriety or legality of any action contemplated to be taken or that has been taken by PACB or any other PACB person or believes that action needs to be taken for PACB to be in compliance with the law or appropriate ethical standards, the PACB person should promptly advise the PACB Executive Director unless the PACB Executive Director is themselves the subject of the concern, in which case the PACB person should contact the PACB President.