Board Orientation notebook 14

BOARD ORIENTATION NOTEBOOK

TABLE OF CONTENTS

MISSION STATEMENT

STRATEGIC PLAN

BOARD INFORMATION

1. Board of Trustees & Officers Procedure Manual

2. Board Roster

3. Board Committee Assignments

4. Board Surveys

a. Board Self-Assessment

b. Board and Executive Director Responsibilities

BOARD MEMBER DOCUMENTS

1. Confidentiality and Nondisclosure Form

2. Conflict of Interest Policy

3. Board Members Agreement Form

4. Directors & Officers Insurance Policy Declaration Page

CORPORATE AND ORGANIZATIONAL DOCUMENTS

1. Articles of Incorporation

2. Constitution and By-Laws

3. Document Retention Policy

4. Whistleblower Policy

FINANCIAL INFORMATION

1. IRS Form 990 for Most Recent Fiscal Year

2. Current Financial Statement

3. Current Budget

REFERENCES

1. Summary of Parliamentary Procedures

2. Additional Resources

BOARD INFORMATION

TAB 1

Board of Trustees & Officers Procedure Manual

National Medical Association Board of Trustees and Officers

Procedure Manual

As adopted by Board of Trustees, April 2003

National Medical Association


Revised: September 2011

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BOARD OF TRUSTEES & OFFICERS PROCEDURE MANUAL National Medical Association

This document serves as the official procedure manual of the National Medical Association, Inc. It contains explicit instructions for all established policies regarding performance of duties of the officers and members of the Board of Trustees. The amendment procedure to this manual is as follows.

a) Amendments to this document must be submitted in written form to the National Headquarters to the Office of the Board of Trustees and the Chairperson of the Board at least sixty (60) days prior to the Board meeting in which they are to be discussed.

b) All changes to this document require a majority approval vote by the Trustees.

c) No decision of the Executive Committee or Board of Trustees shall contradict the Procedure Manual except through the formal Amendment process.

Other responsibilities for officers may be obtained by referring to the NMA Constitution and Bylaws, Chapter V & VI.

First Submitted on April 11, 2003 Barry L. Harris II, M.D. Chair, Governance & Compliance Committee Postgraduate Physician Trustee National Medical Association




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BOARD OF TRUSTEES & OFFICERS PROCEDURE MANUAL National Medical Association

I. Chairman of the Board of Trustees A. Board Meetings

1. Shall convene, preside and adjourn all meetings of the Board of Trustees. 2. Shall only vote to break a tie. 3. Shall send written/ email notice of all Board meetings to Board members 30 days in

advance of the BOT meeting. 4. Shall notify BOT members of the deadline for BOT reports, generally two weeks prior

to the BOT meeting. 5. Shall ensure that accurate minutes, containing all decisions and transactions of all

meetings, are maintained. 6. Shall notify BOT members of submission date for reports. This date must be at least

two weeks prior to BOT meeting. Notification is preferred 30 days prior to BOT meeting.

7. Shall present a typed report detailing activities and updates regarding all current issues under his/her domain. This is to be submitted at least fourteen days prior to the BOT meeting electronically to National Office for dissemination.

8. Shall designate an acting Chair whenever he/she has to leave the meeting or will be unable to be reached for extended period of time. (Secretary of BOT)

9. Shall make committee assignments within 30 days of being elected. 10. Shall work with the Executive Director to design the agenda and logistics of the Board

meetings. 11. Must sign Confidentiality and Nondisclosure Agreement and Conflict of Interest

Statement at the first board meeting once elected in office. B. Executive Committee

1. Shall preside over and participate in all meetings of the Executive Committee (EC). 2. Shall call all meetings and provide notice of meetings at least 72 hours in advance,

except in emergency situations. 3. Shall present a report of activities at each Executive Committee meeting on all areas

that the Chairperson oversees. 4. Shall forward a copy of the report of activities to the National Office within 48 hours

before the Executive Committee meeting. 5. Shall present a type-written report of all Executive Committee decisions at the next

Board meeting and shall present a type-written annual report of the Executive Committee’s activities to the House of Delegates to be included as part of Chairperson's report.

6. Shall be the official liaison between the Executive Committee and the Office of Executive Director, and ensure that the Executive Director is addressing all directives from the Executive Committee.

C. General

1. Shall upon election represent the Board of Trustees at the meeting of the Auxiliary of National Medical Association (ANMA) immediately after the board meeting on the last day of the Convention.




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2. Shall upon election appoint/select/designate the Chair of the Finance Committee. 3. Shall meet with the Immediate-Past Chairperson immediately following the post-

convention Board meeting to discuss upcoming year and any pressing commitments. 4. Shall meet with the President and the Executive Director not later than 3 weeks after

the national convention to become familiar with office operations. 5. Shall ensure BOT Committee Chairs and committee assignments are made by the end

of the month of August. 6. Shall ensure that the National Office sends all pertinent materials to members of the

Board and Executive Committee for their consideration in a timely manner, and to use electronic means as the preferred method.

7. Shall communicate at least weekly with the Executive Director to discuss office management.

8. Shall communicate regularly with the Executive Committee and/or Board Members as events occur.

9. Shall work closely with the Convention Committee throughout the year up through the Annual Convention.

10. Must maintain his/her own working email account, and answering machine/service. 11. Shall prepare a yearend report of the Board's activities for presentation to the House of

Delegates. 12. Shall preside with the President at the opening ceremony at the National Convention. 13. Shall update this document annually with any changes made by the House Delegates or

the Board for presentation at the House of Delegates to be included in his/her report in conjunction with Board of Trustee’s recommendations.

14. Shall supervise the Executive Director who oversees the day-to-day operations of the National Headquarters.

15. Shall, along with the President and Speaker of the HOD, conduct the evaluation of the Executive Director jointly every six months, utilizing the format adopted by the Association in conjunction with the Human Resources Department (Personnel Committee of the BOT).

16. Shall have emergency authority to sign contracts. 17. Shall present all contracts to the board by grid with dates of start and completion, costs

and description. Any newly executed contracts are to be presented to the board at the next board meeting.

18. Shall present a procedure manual to the incoming Board of Trustees. Shall work in conjunction with the Executive Director and other Board Committee Chairs to orient all new board members at the first Board meeting following the convention.

19. Shall present a grid of the previous year's decisions at the first meeting following the convention to be assembled by Board Executive Liaison.

20. Shall give all outgoing officers certificates of appreciation at the end of their term at the annual convention.

21. Shall have no more than two Scroll of Merit awards. The recipients are to be reported to the Board at the April quarterly meeting.

22. Shall have primary responsibility for the implementation of resolutions passed by the House of Delegates that affect the BOT.

23. Shall present to House of Delegates an attendance/participation calendar of the BOT as a part of year-end report.

24. Shall report inactive trustees to Judicial Committee for consideration of replacement.




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25. Shall perform other functions as may be deemed by the Board of Trustees and House of Delegates that may be required to implement the Constitution and its Bylaws and to fulfill directives of the HOD.

26. Shall give all past officers’ certificates of appreciation as they leave office. Customarily to be done in the morning prior to the election of new board officers.

II. Secretary A. Board Meetings

1. Must attend all meetings of the Board of Trustees. 2. Shall provide all members of the BOT a proposed agenda at least two weeks prior to

each meeting. 3. Shall verify that a quorum has been attained at each BOT Meeting. 4. Shall ensure accurate minutes of the BOT meetings are completed and distributed

within 60 days after the adjournment of the BOT Meeting. 5. Shall keep up with motions made during the BOT meeting and be the source of

reiteration of motions that may be unclear. 6. Must ensure a grid of action items passed and unfinished business at BOT meeting is

disseminated by staff within 14 days after BOT meeting. 7. Shall act as Vice-Chairperson of the BOT and Executive Committee, if the

Chairperson of the Board of Trustees has to be away for an extended period of time. 8. Must sign Confidentiality and Nondisclosure Agreement and Conflict of Interest

Statement at first board meeting once elected in office. B. Executive Committee

1. Shall act as Vice-Chairperson of the Executive Committee, if the Chairperson of the Board of Trustees has to be away for an extended period of time.

2. Shall serve as Secretary of the Executive Committee. As such, shall record and distribute for review and approval all minutes of Executive Committee meetings/conference calls.

3. Shall ensure that accurate minutes of the Executive Committee meeting are provided to the Board of Trustees.

C. General

1. Work in conjunction with chairman to ensure proper referral of action items to be approved by the House of Delegates.

2. Shall ensure that a written report is given to the House of Delegates at each Annual Convention, documenting the actions of the Board with respect to the resolutions and recommendations from the previous year.

III. President

A. House of Delegates Councils 1. Shall appoint all HOD Council Chairpersons and members, and present those

appointments to the HOD at the convention. Any appointments not filled at the convention must be filled and presented at the October Board meeting.

2. Shall replace all non-functioning Council chairs and members and present those appointments to the BOT following replacement.

3. Shall appoint the Chairpersons of all Ad hoc HOD Committees as terms expire or vacancies occur. These must be reported to the BOT in his/her report.




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4. Shall review the responsibilities of each council chairperson before their appointment.

5. Shall communicate with all council chairpersons at least monthly to discuss the progress of that council's tasks.

6. Shall report on councils’ progress at each BOT meeting. Any pressing development should be reported at the Executive Committee meeting following such event.

7. Shall inform all council chairpersons of any pertinent decisions relative to their council made by the HOD, BOT, or EC.

B. Executive Committee

1. Shall participate in all Executive Committee meetings. 2. Shall have a vote on the Executive Committee. 3. Shall report to the Executive Committee on progress of the Councils and all other

areas that the President oversees. 4. Shall submit a report of presidential activities within 48 hours before routinely

scheduled Executive Committee meetings. 5. Shall relay decisions of the Executive Committee regarding a particular council to

that council's chairperson. C. Board of Trustees

1. Is a voting member of the Board of Trustees. 2. Must attend all Board meetings and submit a typewritten report detailing their

activities since the last Board meeting. This is to be submitted electronically at least 14 days prior to the board meeting to National Office for dissemination.

3. Must sign Confidentiality and Nondisclosure Agreement and Conflict of Interest Statement at first board meeting once elected in office.

D. General

1. Shall give an inaugural address at his/her installation ceremony. 2. Shall preside along with the Chairman of BOT at the formal opening awards ceremony

of the NMA Convention. 3. Shall give a farewell speech at the President’s Installation at the subsequent

Convention. 4. Shall deliver an annual address to the opening session of the House of Delegates. 5. Shall meet with the Special Assistant to the President immediately following

installation at the National Convention. 6. Shall upon election, represent the NMA at the meeting of the ANMA immediately

after the board meeting on the last day of the convention. 7. Shall meet with the Chairperson and the Executive Director not later than 3 weeks

after the national convention to become familiar with office operations. 8. Shall along with the Chairman and Speaker of the HOD conduct the evaluation of the

Executive Director jointly every six months. The format is to be drafted by the Personnel Committee of the BOT.

9. Shall attend meetings where NMA representation is needed. Expenses are covered based upon funds available as specified by Finance Office or at the expense of the President or sponsor if it exceeds the approved budget.

10. Shall have no more than two Scroll of Merit awards. These are to be reported to the Board meeting held in conjunction with the Interim House of Delegates meeting.




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11. Must maintain his/her own working email account, and answering machine/service. 12. Shall inform the President-Elect of his/her responsibilities for the following year. 13. Shall personally or have a designee attend all medical school commencement exercises

to which they are invited.

IV. Immediate Past President A. Board of Trustees Meetings

1. Must attend all meetings of the Board of Trustees. 2. Is a voting member of the Board of Trustees. 3. Shall present a typed report detailing his/her activities and any action items to the

Board of Trustees. This is to be submitted at least two weeks prior to board meeting electronically to National Office for dissemination.


B. General

1. Shall serve as a resource for current president. 2. Provide contacts and information that might be beneficial to the President so that

he/she may serve the organization at their maximum potential.

V. President-Elect A. Board of Trustees Meetings

1. Must attend all meetings of the Board of Trustees. 2. Is non-voting member of the Board of Trustees. 3. Shall present a typed written report detailing his/her activities and presenting any

action items to the Board of Trustees. This is to be submitted electronically at least two weeks prior to the board meeting to the National Office for dissemination.

4. Shall use their yearlong term as President-Elect to develop an Executive Strategic Agenda to be implemented during their term as President. This Agenda is to be presented to BOT by the April Meeting.



1. Shall serve as a non-voting member of the Executive Committee. 2. Shall attend all meetings of the Executive Committee without voting privileges.

C. General

1. Shall prepare to fill the Presidential appointments, including National Council Chairpersons, at the National Convention upon or before becoming President.

2. Shall learn from the President the roles and responsibilities of the Presidency. 3. Shall coordinate travel and NMA representation at external conferences events with

the National President and Chair of the BOT.




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VI. Treasurer A. Board of Trustees Meetings

1. Is a non-voting member of the Board. 2. Must attend all Board meetings. 3. Shall report to the BOT detailing the present financial condition of the organization,

including: a) year to date income statement detailing all expenditures and received revenues, b) all accounts payable and accounts receivable, c) current bank balance, and d) an account of all national debts.

4. The report is to be submitted electronically at least two weeks prior to the board meeting to the National Office for dissemination.

5. Shall present a proposed budget for the next calendar year, January 1 to December 31 to the BOT at the April meeting for approval.

6. Shall present a final fiscal year report at April Board meeting for the previous year. 7. Shall review bank statements of previous years and report on management of

accounts to the Board. 8. Shall provide a detailed and graphic report outlining the performance of the

investment accounts to the Committee on Administrative and Financial Affairs (CAFA) and to the Finance Committee of the Board of Trustees.



1. Shall serve as a non-voting member of the Executive Committee and attend all meetings. C. General

1. Shall be custodian of the accounts of the Association as written in the Constitution and Bylaws Chapter V., Section 4.

2. Shall present a financial report to the House of Delegates listing all financial activity since the start of the new fiscal year and presenting a listing of all accounts receivable and accounts payable.

3. Shall notify Section Chairs immediately, in writing of any section overdrafts. VII. Speaker of the House A. Board Meetings

1. May attend all meetings of the Board of Trustees. 2. May participate ex-officio and with the right to vote, at all sessions of the BOT and EC. 3. Shall present a typed report detailing his/her activities and presenting any action items to

the Board of Trustees. This is to be submitted electronically at least two weeks prior to the Board meeting to National Office for dissemination.



1. Shall participate, ex-officio and with the right to vote, on Executive Committee. 2. Shall be the voice of the House of Delegates to the Executive Committee.




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3. Shall make sure that the directives given by the HOD are followed. C. General

1. Shall have primary responsibility for the implementation of programs administered by Councils of the House of Delegates.

2. Shall complete the following so that the House of Delegates may adjourn: a. Verify and announce the elections results

b. Ensure verification and announcement of the itemized tally of constitutional amendments and resolutions; and,

c. Affix his/her signature to the minutes of the HOD. 3. Shall along with the Chairman and President evaluate the Executive Director every six

months. The format is to be drafted by the Personnel Committee of the BOT. VIII. Vice Speaker of the House A. Board Meetings

1. May attend all meetings of the Board of Trustees. 2. May participate, ex-officio and without the right to vote, in the open sessions of the

Board of Trustees and on the Executive Committee. 3. Shall present a typed report detailing his/her activities and presenting any

recommendations for action by the Board of Trustees. This is to be submitted at least two weeks prior to the board meeting electronically to National Office.

B. General 1. Must sign Confidentiality and Nondisclosure Agreement and Conflict of Interest

Statement at the first board meeting once elected in office.

IX. Secretary of the House A. Board Meetings

1. May attend all meetings of the Board of Trustees. 2. He/She may participate, ex-officio and without the right to vote, in the open sessions of

the Board of Trustees and on the Executive Committee. 3. Shall present a typed report detailing their activities and presenting any

recommendations for action by the Board of Trustees. This is to be submitted at least two weeks prior to board meeting electronically to National Office for dissemination.

B. General

1. Shall chair the Implementation Committee. 2. Must sign Confidentiality and Nondisclosure Agreement and Conflict of Interest

Statement at first board meeting once elected in office. X. Executive Director A. Board Meetings

1. Shall attend all meetings of the Board of Trustees. 2. May participate, ex-officio and without the right vote, in the open sessions of the BOT.




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3. Shall present a typed report detailing their activities and presenting any recommendations for action by the Board of Trustees. This is to be submitted electronically at least two weeks prior to the BOT meeting for dissemination.

4. Shall insure that four (4) forms are present on the day of election of BOT officers and distributed to all Board members:

a. Committee assignment request form, b. Board committee descriptions and their responsibilities, c. Confidentiality Agreement Forms, and d. Conflict of Interest Statements. 5. Shall ensure that senior staff is present throughout the Board meetings. 6. Shall ensure that all contracts are presented to the BOT by grid with dates of start and

completion, costs and description. Any newly executed contracts are to be presented to the BOT at the very next meeting.

7. Shall ensure all grants are presented to the BOT via a grid. It should indicate the dates, granting organization, principle investigator, amount of the grant and deliverables.

8. Shall ensure that all development funding is presented to the BOT by grid with at least the following information: donor, revenue solicited, revenue received, date received, purpose of contribution, confirmation documentation of receipt and the total amount of funding. This should be depicted separately for convention funding and other funding.


1. Shall participate, ex-officio and without the right to vote, in the open sessions on the Executive Committee.

2. Shall make sure that the directives given by the House of Delegates are carried out and followed.

C. General

1. Must annually sign confidentiality agreement statement at first board meeting. 2. Shall assign a full time staff person to work with the President throughout their term of

office and will assign a backup staff person to assist the Office of the President when the Special Assistant is away from the office.

3. Shall make the Chair of the Board aware of all contracts prior to execution. 4. Shall work with the Treasurer regarding the checks for signage. Where applicable, after

the Treasurer signs the checks, the Chairperson will sign the checks and send them to the National office.

XII. Regional Chairs A. Board of Trustees Meetings

1. Must attend all meetings of the Board of Trustees. 2. Is non-voting member of the Board of Trustees. 3. Shall present a typed report detailing their activities and presenting any

recommendations for action by the BOT. This is to be submitted electronically at least two weeks prior to board meeting to National Office for dissemination.

4. Shall participate on at least two BOT committees. B. General

1. Shall be a resource to constituents of the region to disseminate information in the interim of the House of Delegates.




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BOARD INFORMATION

TAB 2

Board Roster

This version supersedes all versions prior to July 2014

BOARD OF TRUSTEES

2013-2014 ROSTER

[Private Address List – For Internal Use Only]

OFFICERS

Albert W. Morris, Jr., M.D. 2013-14 Chairman

3236 Winddrift Circle

Memphis, TN 38125 (901)550-5834 Cell

Email:[email protected] Practice: Radiology

Michael A. LeNoir, M.D. 2013-2014 President

2940 Summit Street, #1 (510) 834-4897 Office

Oakland, CA 94609-3410 (510) 291-2903 Office Fax

(510) 220-1169 Cell

(510) 339-1062 Home

E-Mail: [email protected]

Practice: Allergy & Immunology

Assistant: Carla Welborn (202) 347-1895

[email protected]

Rahn K. Bailey, M.D. 2013-2014 Immediate Past President

Meharry Medical College (615) 327-6606 Office

1005 Dr. D.B. Todd Jr. Blvd. (615) 327-5661 Office Fax

Nashville, TN 37208 (615) 779-6520 Cell

(615) 283-8314 Home

(713) 283-8314 Home Fax

Preferred Mailing/Overnight Deliveries: Office E-Mail: [email protected] Practice: Psychiatry

Home: 84 Governors Way

Brentwood, TN 37027

Assistant: Loren Hardeman (615) 327-6606

[email protected]

John E. Arradondo, M.D., MPH 1st Year – 1

st Term Secretary & Region III – Trustee

128 Dekewood Drive Expires 2016 (615) 594-2586 Office

Old Hickory, TN 37138-2163

Email: [email protected]

Preferred Mailing & Use for Overnight Deliveries: Home Practice: Anesthesia/ Critical Care

mailto:[email protected]






Lawrence Sanders, MD 2013-2014 President-Elect

2488 Manor Walk (404) 756-1321 Office

Decatur, GA 30030 (404) 378-3780 Home

(404) 202-4178 Cell

Preferred Mailing & Use for Overnight Deliveries: Home Email: [email protected] Practice: Internal Medicine Assistant: Ronna Branch (404) 752-1717 [email protected]

Walter L. Faggett, M.D. 2013-2014 Speaker, House of Delegates

4013 16th

Street, NW (202) 722-2226 Office

Washington, DC 20011-7001 (202) 403-4039 Cell


Preferred Mailing Address & Use for Overnight Deliveries:

Practice: Pediatrics

NMA HOD Liaison: Jackie Freeman (202) 347-1895

Lonnie Joe, Jr., M.D. 2013-2014 Vice Speaker, House of Delegates

31551 West Stonewood Court (248) 557-5227 Office

Farmington Hills, MI 48334 (248) 557-6920 Office 2

(248) 557-1732 Office Fax

Preferred Mailing Address & Use for Overnight Deliveries: Office (248) 730-2525- Cell


Practice: Internal Medicine

Assistant: Sebrina West- (248) 557-5227

Oliver T. Brooks, M.D.

Term Expires 2014

Secretary, House of Delegates

4104 Country Club Drive (Home) (323) 357-6693 Office

Lakewood, CA 90712-3832 (323) 564-1631 Office Fax

Watts Health Care Corp

10300 Compton Avenue

Los Angeles, CA 90712

(562) 421-1747 Home

(562) 421-1747 Home Fax


Practice: Pediatrics

Preferred Mailing Address & Use for Overnight Deliveries: Home

C. Freeman, M.D., M.B.A

20 Ironsides Street, Unit 1

Marina del Rey, CA 90292-5956

2nd

Year-Term

Expires 2014

Treasurer

(213) 745-5599 Office

(310) 512-7760 Fax

(310) 512-7760 Home

(310) 383-0990 Cell







E-mail: [email protected]

Practice: Geriatrics/ Psychiatry

Vernon H. Ross, M.D. CAFA Chair

Associate Professor, Obstetrical and Gynecological Anesthesiology

Maya Angelou Center for Health Equity Wake Forest Baptist Medical Center E-mail: [email protected]/336

Practice: Anesthesiology Department: 336-716-2011

Executive Director -Vacant

___________________

TRUSTEES

Garfield A. Clunie, M.D.

140 West 124th

Street, PH-11

2nd Year-1st Term

Expires 2015

Region I Trustee

(212) 241-5681 Office

New York, NY 10027 (212) 348-7438 Office Fax

(917) 370-7565 Cell

E-Mail : [email protected]

Practice: Maternal-Fetal Medicine

Assistant: Tara Jefferson- (212) 241-5681

P. Grace Harrell, M.D. 1st Year Region I - Trustee

4 Canal Park Term Expires 2015 (617) 596-5685 Office

Cambridge, MA 02141

Email: [email protected] Practice: Anesthesiology

Edith P. Mitchell, M.D. 2nd

Year - 1st Term Region II – Trustee

Bluemile Life Sciences Bldg. Expires 2015 (215) 955-4652 Office

233 South 10th

Street, Suite 502 (215) 503-4103 Fax

Philadelphia, PA 19107-5541


Practice: Medical Oncology

P. Grace Harrell, M.D.

Jackson L. Davis III, M.D. 1st Year-1

st Term* Region II-Trustee

1213 Jamaica Street, NE (202)529-0034 Home

Washington, DC 20011 (202)-550-7067 Cell


http://www.wakehealth.edu/Anesthesiology/

http://www.wakehealth.edu/MACHE/






Practice: Urology

Virginia A. Caine, M.D. Region IV- Trustee 3838 N. Rural Street (317) 221-2301 Office

Indianapolis, IN 46205 (317) 841-9104 Home

Assistant: Debbie Tooson-Harris (317) 221-2301

(317) 221-2304 Fax

(317) 753-3988 Cell

Email:[email protected]

Practice: Internal Medicine

Jeffrey Clark, M.D. CClCC______________________________________________________________________________________________

___________Jeffrey K. Clark, M.D.

2nd

Year-1st Term Region IV – Trustee

1835 Lakeview Court Term Expires 2015 (313) 745-2332 Office

Bloomfield Hills, MI 48304 (313) 745-8907 Office Fax

Preferred Mailing & Use for Overnight Deliveries: Home

Assistant: Gilda (313) 745-2332

(248)594-1847 Home

(248) 594-1849 Home Fax

(248) 933-3179 cell


Practice: Anesthesia/ Critical Care

Henry M. Evans Jr., M.D. 1st Year Region V –Trustee

4301 Elysian Fields Expires 2015 (504) 284-3866 Office

New Orleans, LA 70122



Practice: Family Practice

________________________________________________________________________________________

Elise D. Cook, M.D. 1st Year 1

st Term Region V – Trustee

Associate Professor Term Expires 2016 (281) 468-6224 Cell

Department of Clinical Cancer Prevention (713) 563-5746 Fax

UT M.D. Anderson Cancer Center

Home: E-mail: [email protected]

2905 Wentworth Street

Houston, TX 77004

Practice: Family Medicine Preferred Mailing & Use for Overnight Deliveries: Home

Gail N. Morgan, M.D.

5253 South Graham Street

Seattle, WA 98118

2nd

Year-1st Term

Term Expires 2015

Region VI- Trustee

(206) 223-6851 ext. 57238 Office

(206) 344-7959 Fax

(206) 860-1063 Home






Preferred Mailing & Overnight

Deliveries: Home Practice:

Diagnostics/Radiology

(206) 300-0777 Cell (206) 540-5650 Pager


Warren James Strudwick Jr., M.D. 1st Year – 1

st Term Region VI – Trustee

5900 Hollis St Expires 2016 (510) 922-1614 Office

Suite K (510) 290-9995 Cell

Emeryville, CA 94608 (510) 339-0339 Home


Practice: Orthopedic Surgery, Sports Medicine

Traci C. Burgess, M.D., MPH 3rd Year - 1st

Term Corporate Trustee P.O. Box 2049 Expires 2014 (201) 291-6324 Office

Teaneck, N.J. 07666-1449 ( 201 291-6170 Office

(201) 291-6318 Office Fax

The Center for Maternal Fetal

Medicine at the Valley Hospital

(201) 390-8067 Cell


15 Essex Road

Paramus, NJ 07652

Preferred Mailing: Home Practice: Maternal-Fetal Medicine, OB/GYN & Use for Overnight Deliveries: Please call first

Michael G. Knight, M.D. 1st Year 1

st Term Postgraduate Trustee

435 E. 70th

St., Apt. 33-E Expires 2015 (917) 444-0749 Office

New York, NY 10021


Topaz Sampson 1st Year 1

st Term Student Trustee

65 Vine St. #2 Expires 2015 (347) 526-4482 Cell

Dayton, OH 45409


Practice: MSIII



mailto:E-mail:%20%[email protected]




REGIONAL CHAIRPERSONS

Camille A. Clare, M.D., MPH Region I - Chairperson

1376 Midland Ave., # 402 (212) 423-6796 Office

Bronxville, NY 10708 (212) 423-8121 Fax

(917) 449-3033 Cell


Email: [email protected] Practice: Obstetrics/Gynecology

Duane J. Taylor, M.D. Region II - Chairperson

6410 Rockledge Drive (301) 897-5858 Office

Suite 650

(301) 421-1415 Home Bethesda, MD 20817-7800 (301) 897-5860 Fax

Preferred Mailing & Uses for Overnight Deliveries: Home Email: [email protected]

Practice: ENT- Otolaryngology

Gloria D. Frelix, M.D., M.H.A Region III - Chairperson

301 S. Dogwood Trail (252) 619-6090 Cell

Elizabeth City, NC 27909 (252) 331-1044 Home


Preferred Mailing & Uses for Overnight Deliveries: Home

Practice: Radiation Oncologist

Adrienne Ray, M.D. Region IV- Chairperson (773) 791-4843 Cell

Preferred Mailing & Uses for Overnight Deliveries:

Assistant:

Email:[email protected] Practice: Obstetrics/Gynecology





Joia Crear-Perry, M.D. Region V - Chairperson 58 Fontainebleau Drive (504) 361-3003 Office

New Orleans, LA 70125-3445 (504) 813-4450 Cell

(504) 218-7074 Home

Preferred Mailing & Uses for Overnight Deliveries: Home

E-mails: [email protected]

[email protected]

Assistant: Shani Hunter (504) 361-3003

Practice: Obstetrics/Gynecology

Richard Allen Williams, M.D. Emeritus Region VI- Chairperson 3425 Clairton Place (818) 907-65790 Office

Encino, CA 91436 (818) 907-6750 Home

(818) 907- 0510 Home Fax

(310) 991-8027 Cell


Practice: Cardiology

Melvin Gravely Parliamentarian Office: (614) 901-3369

Fax: (614) 342-6242

Fax: (614) 342-6242

(504) 813-4450 Cell

3195 Genevieve Drive

Columbus, Ohio 43219-3088

Fax: (614) 342-6242

(504) 218-7074 Home

Columbus, Ohio 43219-3088

Emails: [email protected] / [email protected]






BOARD INFORMATION

TAB 3

Board Committee Assignments

National Medical Association Board of Trustees 2013-2014 Standing Committees

Executive Executive Director/

(C. Welborn)

Audit (A. Johnson)

Convention ( Y. Fleming )

Educational Affairs (C. Syphax/ F. Charlouis)

Albert W. Morris, Jr. MD – BOT Chair [email protected] (901)550-5834 Michael A. LeNoir, M.D. [email protected] [email protected] (510) 220-1169 Walter L. Faggett, M.D. [email protected] (202) 403-4039 John E. Arradondo, M.D., MPH [email protected] (615) 594-2586 C. Freeman, M.D., MBA [email protected] (310) 383_0990 Lawrence Sanders, M.D. [email protected] (404) 202-4178 Elise D. Cook, M.D. [email protected] (281) 468-6224 Jeffery Clark, M.D. [email protected] (248) 933-3179 Executive Director -TBD

Garfield A. Clunie, M.D. - Chairperson [email protected] (917) 370-7565 Gail N. Morgan, M.D. [email protected] (206) 300-0777 Virginia A. Caine, M.D. [email protected] [email protected] (317) 753-3988 Oliver T. Brooks, M.D. [email protected] (310) 901-5179

Michael A. LeNoir, M.D. - Chair [email protected] [email protected] (510) 220-1169 Richard A. Williams, M.D. [email protected] (310) 991-8027 John E. Arradondo, M.D., MPH [email protected] (615) 594-2586 Joia Crear-Perry, M.D. [email protected] (504) 813-4450 Lonnie Joe, Jr., M.D. [email protected] (248) 730-2525 P. Grace Harrell, M.D., MPH [email protected] (617) 596-5685 Jeffery Clark, M.D. [email protected] (248) 933-3179 Helen K. Scott, DPA, President/ANMA [email protected] Mrs. Sharon C. Melvin, RN, MPH, Board of Directors [email protected] Mrs. Velva Clark, RN [email protected] Beverly J. Anderson – Ph.D. [email protected] Mrs. Mae S. Walton [email protected]

Edith P. Mitchell, M.D. - Chair [email protected] (215) 955-4652 Henry M. Evans, Jr., M.D. [email protected] (504) 284-3866 Lonnie Joe, Jr., M.D. [email protected] (248) 730-2525 John E. Arradondo, M.D., MPH [email protected] (615) 594-2586 Virginia A. Caine, M.D. [email protected] [email protected] (317) 753-3988 Richard A. Williams, M.D. [email protected] (310) 991-8027 Michael G. Knight, M.D. [email protected] (917) 444-0749 Topaz Sampson, B.S. [email protected] [email protected] (347) 526-4482

The President, Chair of Board, and Executive Director- Ex Officio of all committees Rev. 02/15/2014







































Financial Affairs (A. Johnson)

NMA/ANMA Liaison (C. Welborn )

Health Policy (TBD)

Grants and Special Programs R&D (TBD )

Jeffery Clark, M.D. - Chair [email protected] (248) 933-3179 Albert W. Morris, Jr. M.D. - BOT-Chair [email protected] (901)550-5834 Elise D. Cook, M.D. [email protected] (281) 468-6224 C. Freeman, M.D., MBA [email protected] (310) 383-0990 Traci C. Burgess, M.D., MPH [email protected] (201) 390-8067 Walter L. Faggett, M.D. [email protected] (202) 403-4039 P. Grace Harrell, M.D., MPH [email protected] (617) 596-5685 Lawrence Sanders, M.D. [email protected] (404) 202-4178 Warren J. Strudwick, Jr., M.D. [email protected] (510) 290-9995 Henry M. Evans, Jr., M.D. [email protected] (504) 284-3866

Albert W. Morris, Jr. MD – BOT-Chair [email protected] (901)550-5834 Michael A. LeNoir, M.D. - President [email protected] (510) 220-1169 Walter L. Faggett, M.D. - Speaker [email protected] (202) 403-4039 Rahn K. Bailey, M.D. - IPP [email protected] [email protected] (615) 779-6520 Helen K. Scott, DPA, President/ANMA [email protected] Mrs. Sharon C. Melvin, RN, MPH Board of Directors [email protected] Velva Clark, RN [email protected] Mrs. Lady M. Hammonds, RN [email protected] Beverly J. Anderson – Ph.D. [email protected] -Send all Auxiliary Comm. to: Mrs. Mae S. Walton [email protected]

Lawrence Sanders, M.D. - Chair [email protected] (404) 202-4178 Traci C. Burgess, M.D. , MPH [email protected] (201) 390-8067 Lonnie Joe, Jr., M.D. [email protected] (248) 730-2525 Joia Crear-Perry, M.D. [email protected] (504) 813-4450 Richard A. Williams, M.D. [email protected] (310) 991-8027 Rahn K. Bailey, M.D. [email protected] [email protected] (615) 779-6520 Camille A. Clare, M.D., MPH [email protected] (917) 449-3033 Judge Gladys Bransford [email protected] Judge Benjamin Logan [email protected] Judge Morris Overstreet [email protected] -Send all Auxiliary Comm. to: Mrs. Mae S. Walton [email protected]

Virginia A. Caine, M.D. - Chair [email protected] [email protected] (317) 753-3988 Edith P. Mitchell, M.D. [email protected] (215) 955-4652 Richard A. Williams, M.D. [email protected] (310) 991-8027 Topaz Sampson, B.S. [email protected] [email protected] (347) 526-4482 Lawrence Sanders, M.D. [email protected] (404) 202-4178 Garfield A. Clunie, M.D. [email protected] (917) 370-7565











































Membership ( TBD )

Membership cont. ( TBD)

Governance & Compliance Committee ( LaSha Battley )

Publications Committee ( A.Valladares )

Gloria D. Frelix, M.D., MHA - Chair [email protected] (252) 619-6090 Oliver T. Brooks, M.D. [email protected] (310) 901-5179 Joia Crear-Perry, M.D. [email protected] (504) 813-4450 Camille A. Clare, M.D., MPH [email protected] (917) 449-3033 Michael G. Knight, M.D. [email protected] (917) 444-0749 Topaz Sampson, B.S. [email protected] [email protected] (347) 526-4482 Henry M. Evans, Jr., M.D. [email protected] (504) 284-3866

Helen K. Scott, DPA, President/ANMA [email protected] Mrs. Sharon C. Melvin, RN, MPH – Board of Directors [email protected] Vivienne M. Hewitt, Esq. [email protected] Mrs. Velva Clark, RN [email protected] Mrs. Lady M. Hammonds, RN [email protected] Beverly J. Anderson, Ph.D. [email protected] Mrs. Mae S. Walton [email protected]

Gail N. Morgan, M.D. - Chair [email protected] (206) 300-0777 Oliver T. Brooks, M.D. [email protected] (310) 901-5179 Walter L. Faggett, M.D. [email protected] (202) 403-4039 Rahn K. Bailey, M.D. [email protected] [email protected] (615) 779-6520 Richard A. Williams, M.D. [email protected] (310) 991-8027 Henry M. Evans, Jr., M.D. [email protected] (504) 284-3866 Warren J. Strudwick, Jr., M.D. [email protected] (510) 290-9995

Chiledum A. Ahaghotu, M.D. – Chair [email protected] (202) 538-6705 Angela R. Cummings Executive Assistant to Dr. Ahaghotu [email protected] (202) 865-1644 William Lawson, M.D. Editor in Chief



























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NATIONAL MEDICAL ASSOCIATION BOARD OF TRUSTEES COMMITTEES

ROLES AND RESPONSIBILITIES (Updated September 2011)

Role of the Committee Member A Board of Trustees (BOT) Committee Member must adequately review and be prepared to discuss specific recommendations brought before the committee inclusive of minutes and/or reports presented at previous meetings. The Committee Member should be able to clearly communicate ideas and work cooperatively with the Committee Chair to complete the steps necessary for the Committee to accomplish its given task. Responsibilities of Committee Members

1. Attend meetings and conference calls on time and work within the defined agenda. 2. Review materials given to committee members relating to agenda items. 3. Be prepared to fully participate in committee deliberations and activities. 4. Maintain a record of and complete assignments, and be prepared to discuss and report on

their status.

Role of Committee Chairs Strong leadership is the cornerstone of success in chairing a committee. The BOT Committee Chair must clearly communicate goals and objectives to committee members and association staff. Committee meetings should adhere to a specific agenda that will guide the committee through all of the steps necessary to accomplish its given task.

Responsibilities of the Committee Chairs

1. Develop the committee’s yearly goals and objectives with committee members at the first meeting. This should be developed with review of the previous year’s minutes, action items and strategic agenda as it pertains to the specific committee. 2. Ensure that all members understand their individual roles and responsibilities, as well as that of the committee. 3. Schedule meetings/conference calls for the upcoming year. This information should be provided to the BOT Liaison. 4. Attend all meetings and conference calls. 5. Develop an agenda for each meeting. 6. Keep a timely meeting in accordance with the agenda. 7. Ensure that adequate minutes are recorded for each meeting/conference call. 8. Ensure committee members receive all pertinent information regarding an issue. 9. Lead pertinent and directed discussion, and include all committee members in deliberations and decisions. 10. Maintain a record of relevant information. Keep track of assignments and their status. 11. Evaluate and communicate committee efforts. The Chair has responsibility for keeping committee members, Association leadership and the membership abreast of the committee activities.

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STANDING COMMITTEES

Role of Standing Committees Standing committees coordinate, and cooperate with each other to fulfill the NMA's mission. There are two (2) standing leadership committees (Executive and NMA/ANMA Liaison) and seven (7) standing committees of the Board of Trustees that conduct the business of the Association in between the meetings of the House of Delegates.

Executive

NMA/ANMA Liaison

Convention

Educational Affairs

Financial Affairs

Grants and Special Projects

Governance and Compliance

Health Policy

Membership

Publications

_________________________________________________________________________________

LEADERSHIP COMMITTEES CHARGES

Executive Committee

The Executive Committee, between Board of Trustees meetings, carries out the policies and the mission as defined by the House of Delegates and effects timely actions for maximal effectiveness and optimum efficiency in the conduct of NMA affairs. The Committee oversees the management of the National Office and has final responsibility for financial integrity and fiscal health of the organization, in accordance with the mandate of the Constitution and By-Laws of the National Medical Association. _________________________________________________________________________________

NMA/ANMA Liaison Committee

The NMA/ANMA Liaison Committee facilitates cooperation between the two organizations, and makes recommendations in the coordination of programs and activities of mutual interest and shared benefit between the NMA and Auxiliary to the National Medical Association (ANMA). _________________________________________________________________________________

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BOT COMMITTEE CHARGES Convention Committee The Convention Committee recommends and assists in the coordination of activities and plenary for the annual NMA Convention. The Committee facilitates meaningful cooperation between the Association and ANMA in activities of mutual interest and shared benefit. The Committee also promotes activities through which medical students may enhance their organizational skills and embrace the goals and objectives for which the Association stands.

Educational Affairs Committee The Educational Affairs Committee monitors, in conjunction with the Director of Continuing Medical Education (CME) and the Chairperson for the Council on Educational Affairs, all the national, regional and local meetings. The Committee develops and maintains guidelines for speakers and participants, and makes recommendations for guidelines of participation by other medical groups in scientific forums in which CME is given by the NMA.

Financial Affairs Committee The Financial Affairs Committee provides policy guidance to the Board on matters related to expenditures of any entity of the Association. Assists the Treasurer to develop and recommend an appropriate budget for the organization. This committee is assigned the responsibility for recommending a resource development plan, which will assure the availability of adequate financial and related resources essential to the conduct of the various programs and functions approved by the House of Delegates (HOD). In considering the financial needs of the organization, the Committee recommends dues and fees to the Board of Trustees for action by the HOD. The Committee is responsible for personnel issues, including but not limited to policy, severance pay, benefits, vacation, and sick leave.

Health Policy Committee The Health Policy Committee identifies, researches, and formulates health policy positions that reflect the perspective of African American and minority physicians who are engaged in the practice of medicine or medical education. Issues to be addressed include: (1) access to medical education and/or medical practice opportunities; (2) financing mechanism for medical services; (3) legislative initiatives to facilitate the delivery of quality medical services to all segments of the national population; (4) professional standards, licensure, recertification, and disciplinary procedures; (5) minority physician development and related health care personnel; (6) medical research significant to America’s seniors; and (7) oversight and assistance in the development of materials for legislative hearings and public information.

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The Committee should evaluate resolutions from the HOD that will be used in public statements regarding the NMA’s position in health-related areas and other areas pertinent to the welfare of its membership. The Committee serves as a resource to the Board providing information necessary for resolving issues. The committee should act on pertinent recommendations adopted at the Annual Convention and report to the Board of Trustees. The Committee should work in conjunction with the Council on Medical Legislation (CML) and CME, and to conduct regional meetings with them.

Grants and Special Projects (R& D) Committee The Grants and Special Projects (R&D) Committee develops guidelines for and reviews and monitors all proposals relative to activities that are to be sponsored by the Association or any of its organizational elements, (i.e., Scientific Sections, Regions, Councils, Special Committees and Task Forces) and that seek funding by grant contract or endorsement, regardless of the source.

Governance and Compliance Committee The Governance and Compliance Committee recommends and develops policy that governs the roles, responsibilities and performance of Board of Trustees members and National Officers of the Association. It provides rules for compliance to the standards, policies and principles of the NMA. The committee shall be responsible for new Board member orientation, Board self-evaluation and educational programs for the Trustees. The Committee will also promote membership development for future Board participation. _________________________________________________________________________________________________

Membership Committee

The Membership Committee shall pursue methods toward increasing membership in the NMA. Strategies will be reviewed and implemented in reference to student, fellow, and resident membership, as well as retention and reclamation of old memberships. The Committee will work closely with assigned staff from the National Office in an effort to develop and maintain efficient and effective mechanisms for the membership process. The Committee shall make recommendations on mechanisms whereby the membership will have full access to the benefits offered by our Association (i.e., auto leasing, insurance programs, merchandise discounts, travel discounts, hotel discounts, member loans, equipment leasing). The committee, prior to presentation to the Board of Trustees, shall review recommendations regarding membership in the organization. _________________________________________________________________________________

Publications Committee The Publication Committee shall be directly responsible to the Board of Trustees and is responsible for recommending and working with the Publisher. It shall evaluate the contents and editorial policies of the JNMA regularly and make recommendations to the BOT. It shall determine and approve the amount and content of all advertising appearing in the Journal, shall supervise matters dealing with pagination and finances, and may summon consultants, subject to approval of the Chairman of the Board and when deemed necessary. Any expenses of such meetings should be defrayed from the Journal.

NATIONAL MEDICAL ASSOCIATION BOARD OF TRUSTEES AD HOC COMMITTEES

AND TASK FORCES ROLES AND RESPONSIBILITIES

(Updated September 2011)

Audit Committee

In compliance with the Sarbanes-Oxley Act of 2002, the Audit Committee, working as an independent arm of the BOT, provides oversight of the audit. The Committee may establish, prior to the Audit, the anticipated scope of the audit, the general extent of the audit planned, and the major risks to be addressed. After the Audit, the external auditors will meet with the committee to present the audited financial statements, discuss any limitations placed on the scope or nature of the testing performed, outline deficiencies in internal controls, and relay recommendations for addressing outcome. Other tasks should also include:

Ensure that annual staff performance evaluations are completed.

Review yearly the performance of the external auditors and determine, whether the contract with the current firm should be renewed, or if bids should be taken to find a new auditor.

Responsible for understanding and monitoring the internal controls in place within the organization; and work with the Executive Director in reference to other matters. Policies should be reviewed and an understanding of how risks are assessed should be developed.

Report directly to the full Board of Trustees at least once a year. The Board should then review and approve the committee's charter for the coming year

Health Information Technology (HIT) Task Force The Health Information Technology (HIT) Task Force will advise the Board of Trustees on all matters relating to HIT adoption and implementation. It will also help NMA members prepare for HIT adoption pursuant to the HITECH Act. It will also serve to facilitate collaboration between the BOT and the wider NMA membership on all HIT issues. Finally, the Task Force will help to maintain collaborations and alliances between NMA and outside groups, regarding HIT adoption. ____________________________________________________________________________________ Strategic Agenda Planning Task Force The overall charge of the task group is to assist the Chair and Executive Director in reviewing and updating the NMA Strategic Plan 2006-2011 (Five-Year Strategic Plan) and developing the 2012-2017 Strategic Plan. The Committee assists the Chair in reviewing and ensuring that action items presented to the Board of Trustees for consideration address the NMA’s Annual Strategic Plan and operational objectives. The composition of the Strategic Plan Work Group includes the National Leadership, Senior Staff, Chairs of all Standing Committees of the Board of Trustees, Ad Hoc Committees, and Work Groups. Specific Objectives:

1. Complete previous year’s documents before October Board Meeting. 2. Finalize the Strategic Agenda for the upcoming operational year. 3. Monitor the indicators identified on the Strategic Agenda 4. Prepare a report card and related documents for presentation to the BOT and HOD at the Annual

meeting.

BOARD INFORMATION

TAB 4

Board Surveys

BOARD INFORMATION

TAB 4a

Board Self-Assessments

BOARD INFORMATION

TAB 4b

Board and Executive Director Responsibilities


TAB 1

Confidentiality and Nondisclosure Form

NATIONAL MEDICAL ASSOCIATION

CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT

This Confidentiality Agreement (“Agreement”) dated this _____ day of

_____________, is entered into by and between the National Medical Association, a New

Jersey not-for-profit association with its principal place of business at 8403 Colesville

Road, Suite 820, Silver Spring, Maryland (Montgomery County). (the “NMA”), and

____________________ (“Trustee”) (hereinafter referred to as the “Parties”).

RECITALS

WHEREAS, Trustee is a newly appointed member of the NMA Board of Trustees

(the “NMA Board”) who owes the NMA the fiduciary duties of care and loyalty; and

WHEREAS, Trustee and the NMA contemplate that in the course of performing

Trustee’s duties as a member of the NMA Board, Trustee will have access to privileged

and confidential information; and

WHEREAS, the Parties desire to set forth their understanding regarding Trustee’s

duty to keep confidential all information relating to the NMA and its business, operations

and personnel.

NOW, THEREFORE, in consideration of the above premises, the Parties agree as

follows:

1. Confidential Information. For purposes of this Agreement, “Confidential

Information” means all proprietary and confidential information of the NMA, whether

printed, written, oral, electronic or on software, disclosed by the NMA or acquired or

learned by Trustee in connection with the performance of Trustee’s duties, including but

not limited to: (i) financial information or other financial data, (ii) fundraising and grant

information, (iii) personnel information, (iv) business procedures, systems, operations,

plans, premises and processes, (v) service information (vi) member information, and (vii)

intellectual property rights.

The term “Confidential Information” shall not include any information which the

Trustee can demonstrate:

(a) is lawfully received free of restriction from another source having the right

to so furnish such information; or

(b) has become generally available to the public without breach of this

Agreement by the Trustee; or

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(c) which prior to the time or disclosure to the Trustee was rightfully in the

possession of the Trustee free of restriction as evidenced by

documentation in the Trustees’ possession.

2. Obligation of Confidentiality. The Parties agree that all Confidential

Information shall be kept confidential by the Trustee and, without the prior

written consent of the NMA, the Trustee shall not (i) distribute or disclose any

of the Confidential Information in any manner, (ii) permit any third party

access to the Confidential Information, or (iii) use the Confidential

Information for any purpose other than as stated herein or agreed in writing by

the NMA.

3. Ownership of Information. Trustee acknowledges and agrees that any

Confidential Information provided to Trustee, in whatever form, is the sole

property of the NMA. As such, nothing contained in this Agreement shall be

construed as granting or conferring upon Trustee any rights by license or

otherwise, express or implied, to any information, property or rights of the

NMA, including but not limited to, the Confidential Information.

4. Disclosures Required by Law or Court Order. In the event that Trustee

receives a request to disclose all or any part of the NMA’s Confidential

Information under the terms of a valid and effective subpoena or order issued

by a court of competent jurisdiction or by a governmental body, Trustee

agrees to immediately notify the NMA of the existence, terms and

circumstances surrounding such a request so that the NMA may seek an

appropriate protective order, or waive compliance by Trustee with the

appropriate provisions of this Agreement. If Trustee is compelled to disclose

any of the NMA’s Confidential Information, Trustee shall disclose only that

portion thereof which Trustee is compelled to disclose and Trustee shall use

his/her best efforts to obtain an order or other reliable assurance that

confidential treatment will be accorded to the Confidential Information so

disclosed.

5. Return of Confidential Information. If Trustees ceases to be a member of the

NMA Board, then all documents, records, materials and similar repositories of

information, including any and all copies thereof containing Confidential

Information relating to the NMA then in the possession of Trustee, prepared

by or obtained from the NMA, shall be promptly surrendered and delivered to

the NMA. Likewise, Trustee shall certify in writing the destruction of all

notes, analyses and other information prepared or extracted by Trustee from

the Confidential Information.

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6. Injunctive Relief. Trustee agrees that any threatened or existing violation of

this Agreement would cause the NMA irreparable harm for which it would not

have adequate remedy at law, and that the NMA shall be entitled to seek

immediate injunctive relief prohibiting such violation in addition to any other

rights or remedies which the NMA may have at law of in equity.

7. No Waiver of Rights. It is understood and agreed that no failure or delay by

the NMA in exercising any right, power or privilege hereunder shall operate

as a waiver thereof, not shall any single or partial exercise thereof preclude

any other or further exercise thereof or the exercise or any right, power or

privilege hereunder.

8. Indemnification Expenses. Trustee agrees to indemnify the NMA for any and

all losses, liabilities, obligations, damages, penalties, judgments, suits, costs,

expenses or disbursements of any kind (including without limitation,

attorneys’ fees and expenses) arising out of, or incurred by the NMA, as the

result of a violation, breach or non-performance by Trustee of any of the terms

of this Agreement.

9. Entire Agreement. This Agreement sets forth the entire agreement and

understanding of the Parties concerning the subject matter hereof, and no

representation, promise, inducement or statement of intention not set forth in

this Agreement has been made by or on behalf of either Party hereto.

10. Severability Survival. If any provision of this Agreement is held to be illegal,

invalid or unenforceable, such provision shall be fully severable and this

Agreement shall be construed as if the illegal, invalid or unenforceable

provision had never been a part of this Agreement and remaining provisions

of this Agreement shall be given full force and effect. The restrictions and

obligations of this Agreement shall survive any expiration, termination or

cancellation of this Agreement and any relationship of the Parties and shall

continue to bind the parties and their successors, heirs and permitted assigns

in perpetuity.

11. Governing Law. This Agreement shall be governed by and construed in

accordance with the laws of the Montgomery County, Maryland, without

giving effect to its principles of conflict of laws. The parties hereto consent to

the jurisdiction of the courts of the Montgomery County, Maryland in all

matters pertaining to this Agreement.

12. Counterparts. This Agreement may be executed in counterparts, each of

which will be considered one and the same Agreement and will become

effective when such counterparts have been signed and delivered by each of

the Parties to the other Party, it being understood that the Parties need not sign

the same counterpart.

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed

as of the date first above written.


By: ______________________________

Name:

Title:

__________________________________

TRUSTEE


TAB 2

Conflict of Interest Policy

National Medical Association Conflict of Interest Statement

for Officers, Trustees, Committee Members, Staff Members, and Consultants

No National Medical Association (hereinafter referred to as the “NMA”) Officer,

Trustee, Committee member or Staff shall derive any personal profit or gain, directly or

indirectly, by reason of his or her participation with the NMA. Each NMA Officer,

Trustee, Committee member, Staff or Consultant shall disclose to the NMA any personal

interest which he or she may have in any matter pending before the NMA, and shall

refrain from participation in any decision on such matter.

Any Officer, Trustee, Committee member, Staff or Consultant, who is also an officer,

trustee, director, committee member, employee or relative of a NMA donor, grantor,

supplier, vendor or other person or entity with which the NMA conducts business, shall

immediately inform the NMA or his or her affiliation with such person or entity. Further,

in connection with any Committee or Board of Trustee action specifically directed to any

such person or entity, he or she shall not participate in the decision affecting such person

or entity and the decision with respect to such person or entity must be made and/or

ratified by the full Board of Trustees.

All Officers, Trustees, Committee members, Staff and Consultants shall refrain from

obtaining any list of NMA members or personal or private solicitation purposes, at any

time during the term of their affiliation with the NMA.

At this time, I am or have served as an Officer, Trustee, Director, Committee member,

employee/or I am a relative of the following NMA donor, grantor, supplier, vendor or

other person or entity with which the NMA has conducted business within the past 5

years.

Now this is to certify that, except as described below:

1) I am not now, nor at any time during the past 5 years have been a participant,

directly or indirectly, in any arrangement, agreement, investment, or other

activity with any donor, grantor, supplier, vendor or other person or entity

doing business with the NMA, which has resulted or could result in personal

benefit to me;

2) I am not now, nor at any time during the past 5 years have been a director or

indirect recipient of any salary payments or loans or gifts of any kind, or any


Conflict of Interest Statement

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free service or discounts or other fees from or on behalf of any person or

entity engaged in any transaction with the NMA; or

3) I have not obtained any list of NMA members for personal or private

solicitation purposes at any time during the term of my affiliation with the

NMA.

Any exceptions to 1, 2 or 3 above are stated below, or attached hereto, with a full

description of the transaction(s) and of the interest, whether direct or indirect, which I

have (or have had during the past 5 years) in the persons or entities having

transactions with the NMA.

Date: ______________ Signature: ________________________________

Printed: ________________________________


TAB 3

Board Members Agreement Form

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Board Member Agreement Form

Board duties

I will:

Attend Board meetings by phone or in person, as required in our policies and procedures. I will

be responsible for reviewing the NMA Board of Trustees & Officers Procedure Manual.

Review the agenda and supporting materials prior to Board and committee meetings.

Serve on committees and take on special assignments as needed.

Personally contribute to the National Medical Association (NMA)

Remain informed about NMA’s mission, services, and policies and promote the NMA

Provide support and advice to the Executive Director and staff in my role as volunteer, but avoid

interfering in management activities.

Support the organization by representing the organization in the community and with funders.

Support the board’s decisions and align with our leadership in executing board directives

Board member code of conduct I understand that the board has the duty to govern the corporate affairs of the NMA and is the body

legally responsible for the governance of the organization. As a board member, I therefore have the

duties of care, loyalty, and obedience to the organization.

The duty of care is the duty to monitor the organization’s activities, see that its mission is being

accomplished, and guard its financial resources. The duty of care relates to the expectation that

board members act not only in good faith, but with due care, including exercising reasonable

inquiry, acting as an ordinarily prudent person in such a position would.

The duty of loyalty requires that the board member must always act for the benefit of the

organization, and not for their own benefit or interest. It includes the duty to avoid conflicts of

interest, not take personal advantage of corporate opportunities, and to appropriately maintain

the confidentiality of private corporate affairs

The duty of obedience is to comply with the law and in carry out the purposes of the

organization in accordance with its mission as stated in the organizational documents.

As a board member I agree to:

Act with honesty and integrity

Support in a positive manner all actions taken by the board of directors even when I am in a

minority position on such actions. I recognize that decisions of the board can be made only by a

majority vote at a board meeting and I respect the majority decisions of the board, while

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retaining the right to seek changes through ethical and constructive channels, and in accordance

with the board’s procedures and policies.

Act as an board member, Officer, and member of a committee of the Board, acting within his/her

realm of designated authority

Participate in (1) the strategic planning, (2) board self-evaluation programs, and (3) board

development workshops, seminars, and other educational events that enhance my skills as a

board member.

Keep confidential information confidential.

Exercise my authority as a board member only when acting in a meeting with the full board or

when appointed by the board.

I will act within my designated authority as a board member, Officer, or committee member of

the Board according to our policies and procedures, and in adherence to the corporate

formalities required of a non-for-profit organization.

Work with and respect the opinions of my peers who serve this board, and leave my personal

prejudices out of all board discussions.

Always act for the good of the organization, represent it in a positive and supportive manner,

and protect the interests of all people served by the organization at all times.

Observe the parliamentary procedures and display courteous conduct in all board and

committee meetings.

Refrain from intruding on administrative issues that are the responsibility of management,

except to monitor the results of the organization.

Accept my responsibility for providing oversight of the financial condition of the organization.

Avoid acting in a way that represents a conflict of interest between my position as a board

member and my personal or professional life, even if those actions appear to provide a benefit

for the organization. This includes using my position for the advantage of my friends and

business associates. If such a conflict does arise, I will declare that conflict before the board and

refrain from voting on matters in which I have conflict.

Abide by this commitment and the board’s operating procedures as well as the organization’s

Constitution and By-Laws and adopted written policies and procedures.

___________________________________________ ___________________________

Signature Date


TAB 4

Directors & Officers Insurance Policy Declaration Page

CORPORATE AND ORGANIZATIONAL

DOCUMENTS

TAB 1

Articles of Incorporation


DOCUMENTS

TAB 2

Constitution and By-Laws


DOCUMENTS

TAB 3

Document Retention Policy


DOCUMENTS

TAB 4

Whistleblower Policy

NATIONAL MEDICAL ASSOCIATION POLICY AND PROCEDURES

Chapter: Program Development

Key Words: guidelines, policy, procedures, manual

SUBJECT: WHISTLE-BLOWER POLICY NO: NMA- PAGE 1 OF 6 DATE: JULY 22, 2010

REFERENCE: SUPERSEDES:

I. PURPOSE

Purpose of the Whistleblower Policy

The National Medical Association’s (NMA) Board of the Directors hereby adopts the following employee

Whistle-Blower policy for reporting instances of wrongdoing within the organization. Wrongdoing includes,

but is not limited to, illegal or unethical acts and violations of the organization’s Standards of Ethics or other

NMA’s policies or procedures. Such policies and procedures would include accounting, internal accounting

controls, or auditing matters.

II. BACKGROUND

A. OVERVIEW

NMA’s Standard of Ethics requires its directors, officers, and employees to observe high standards of

business and personal ethics in the conduct of their duties and responsibilities. Employees and

representatives of NMA are expected to practice honesty and integrity in fulfilling their responsibilities and

to comply with all applicable laws and regulations. Furthermore, the NMA is committed to fostering and

maintaining an environment where employees can report wrongdoing or suspected wrongdoing without fear

of retaliation.

B. DEFINITIONS

Good Faith. Good faith is evident when a report is made without malice or consideration of personal

benefit and the employee has a reasonable basis to believe the report is true. However, a report does not

have to be proven to be true to be made in good faith. Good faith is lacking when the disclosure is

known to be malicious, false, or frivolous. Disclosures lacking good faith will be treated as serious

disciplinary offenses.

Wrongdoing. Examples of wrongdoing include, but are not limited to: fraud, including financial fraud

and accounting fraud; violations of laws and regulations; violations of NMA policies; unethical behavior

or practices; endangerment to public health or safety; and negligence of duty.

Adverse Employment Action. Examples of adverse employment action include, but are not limited to,

discharge, demotion, suspension, transfer to a lesser position, denial of promotions, denial of benefits,

threats, harassment, or any other manner of discrimination with respect to an employee’s terms or





conditions of employment. Employees who engage in any such prohibited conduct in violation of this

policy will be subject to discipline, up to and including termination.

Compliance Officer: The Compliance Officer is responsible for investigating and resolving all reported

complaints and allegations concerning violations of this Policy and, at his or her discretion, shall advise

the Executive Director, Chairman Board of Trustees and/or the Governance and Compliance Committee.

The Compliance Officer has direct access to the Audit Committee and is required to report to the Audit

Committee at least annually on compliance activity. NMA’s Compliance Officer will be appointed by

Governance and Compliance Committee.

III. SCOPE

This policy applies to all NMA Directors, Officers, and employees.

IV. POLICY

National Medical Association prides itself on adherence to federal, state, local laws and regulations, and

maintains the highest standard for business ethics. As such, any employee who has a reasonable belief that

the National Medical Association or any of its employees has committed any violation of federal, state, or

local law or regulation, including any financial wrongdoing, is strongly encouraged to immediately report

the violation in writing to the Director of Human Resources or your immediate supervisor. In cases where

the employee has a reasonable belief that a complaint would include any of these individuals, the complaint

may be taken directly to the Executive Director of the National Medical Association. If the Executive

Director is believed to be involved in the matter being reported, such that a report of a matter would be

ineffective, the employee may make a report to the Chairman, NMA Board of Trustees.

In no circumstance shall supervisors perform investigations or take any other follow-up steps on their own.

The investigation will be conducted by the Association. Appropriate remedial and corrective action will be

taken if warranted, which may include referring the matter to the relevant law enforcement entity. Any

good faith report of wrongdoing will be held in confidence to the extent that the needs of the investigation

permit. It is National Medical Association’s policy that there will be no retaliation taken against the

reporting employee. Retaliation for a good faith report is, in itself, a violation of National Medical

Association policy and may result in disciplinary action up to and including termination. However, filing a

clearly frivolous report not made in good faith will not insulate an employee from appropriate personnel

action up to and including termination.

Note that financial wrongdoing may include, but is not limited to:

questionable accounting practices;

fraud or deliberate error in financial statements or recordkeeping;





failure to adhere to internal accounting controls;

misrepresentations to company officers or the accounting department (including deviation from full

reporting of financial conditions).

Employees are reminded of the importance of keeping financial matters confidential. Employees with

questions concerning the confidentiality or appropriateness of disclosure of particular information should

contact Human Resources.

V. PROCEDURES

A. Staff Roles and Responsibilities

It is the responsibility of employees to comply with the policy and to report violations or suspected

violations in accordance with this Whistleblower Policy

B. Confidentiality and Anonymity

Every effort will be made to protect the complainant’s identity except (1) to the extent necessary to conduct

a complete and fair investigation, or (2) as required by law. A complainant may make an anonymous report.

Employees are encouraged, however, to put their names on reports of wrongdoing because appropriate

follow-up questions and investigation may not be possible unless the source of the information is identified.

Concerns expressed anonymously will be investigated, but consideration will be given to:

The seriousness of the issue raised;

The credibility of the concern; and

The likelihood of confirming the allegation from attributable sources

C. Steps

Report the wrongdoing to management to include: Director of Human Resources, your immediate

supervisor, Executive Director, Chairman, Board of Trustees.

Employee will complete Whistle-Blower Disclosure Statement.

Employee will be contacted by NMA’s Compliance Officer appointed by Governance and

Compliance Committee.

D. Evaluation

The Compliance Officer will notify the reporting employee and acknowledge receipt of the reported

violation or suspected violation to the reporting employee within seven business days. All reports will be

promptly investigated and appropriate corrective action will be taken if warranted by the investigation. The

Compliance Officer will forward all complaints regarding corporate accounting practices, internal controls,





or auditing to the Audit Committee and will work with the Committee until the matter is resolved. During

the investigation process, the identity of the employee disclosing the information will be kept confidential to

the greatest extent possible and will be revealed only on a need-to-know basis or as required by law or court

order.

VI. QUESTIONS / INFORMATION

For further information regarding this policy and procedure please contact the Director Human Resources.

VII. ATTACHMENTS (Appendices referenced in document)

E. Appendix #1: National Medical Association Whistle-Blower Disclosure Statement

VIII. SUNSET DATE

Pursuant to the NMA guidelines, this policy shall be reviewed for continuance by May 01, XXXX.

IX. APPROVED

________________________ ________

Name Date

NMA Executive Director

________________________ ________

Name Date

Chair, NMA Board of Trustees

National Medical Association Whistle-Blower Disclosure Statement





Personal Information:

Name: ____________________________ Email Address: _______________ Work Extension: _________

Are you requesting confidentiality? ________

Incident Information:

Date(s): __________________

Name of suspected employee(s):

______________________ ______________________ ______________________

______________________ ______________________ ______________________

Witness (es):

______________________ ______________________ ______________________

______________________ ______________________ ______________________

Do you have any evidence supporting the allegation? Yes / No

If yes, please describe:

Please describe any physical evidence left with the Management:

Description of the alleged violation (please be as specific as possible and attach additional sheets as necessary):





Certification:

I have read and understand the National Medical Association’s Whistle-Blower Policy. I represent that the facts outlined

above are true and accurate to the best of my knowledge.

_____________________________ ____________

Signature Date

This disclosure statement has been received by NMA’s Management Staff on the date noted below, and I am in custody of

any evidence noted above.

_____________________________ ____________

NMA Management Staff Date


TAB 1

IRS Form 990 for Most Recent Fiscal Year


TAB 2

Current Financial Statement


TAB 3

Current Budget

REFERENCES

TAB 1

Summary of Parliamentary Procedures

REFERENCES

TAB 2

Additional Resources

Board Orientation notebook 14

Documents

Transcript of Board Orientation notebook 14