Executive Directors’ Institute
Agenda and Background Materials
November 21-22, 2013
Hyatt Rosemont 6350 N. River Rd. Rosemont, IL 60018 Room - Coleman AB
Agenda
Executive Directors’ Institute November 21-22, 2013 Hyatt Rosemont – Coleman AB Rosemont, IL
THURSDAY, NOVEMBER 21, 2013
1:00 - 1:05 PM Welcome Karen L. Hackett, FACHE, CAE Chief Executive Officer American Academy of Orthopaedic Surgeons
1:05 - 2:35 PM What I Wish I had Known about Association Management Robert C. Harris, CAE Chairman NonProfitCenter.com Few of us have a college major in Association Management. Often we get the job by accident and then crisis management takes over, pushing important duties aside. The session focuses on the issues most overlooked in associations.
2:35 - 2:50 PM Break
2:50 - 3:05 PM Working Together to Enhance the Image of Orthopaedics Sandra R. Gordon Director, Department of Public Relations American Academy of Orthopaedic Surgeons This session offers an overview of the AAOS’ current public relations efforts focused on enhancing the image of orthopaedics. We will discuss ways for state and specialty societies to get involved and collaborate.
3:05 - 3:20 PM The AAOS Orthopaedic Disclosure Program Donna J. Malert Governance Manager and Richard N. Peterson, JD General Counsel American Academy of Orthopaedic Surgeons This session provides an overview of the enhancements made to the AAOS Orthopaedic Disclosure Program. Access and preparing disclosure reports also will be covered.
3:20 - 4:50 PM Collaborate Your Way to Success: How to Expand your Influence through Strategic Alliances Mary Byers, CAE President Mary Byers, Inc. Partnerships are the wave of the future. Learn what you need to know in order for your association to capitalize on this trend including why develop an alliance; how to identify and approach potential partners; how to organize the partnership and how to end an alliance. Get the wheels turning for what could be a viable and profitable partnership for your association tomorrow.
4:50 - 5:00 PM Wrap Up
5:30 - 7:30 PM Dinner at Rosewood (Meet in the Lobby of the Rosewood) 9421 W. Higgins Road Rosemont, IL
Executive Directors’ Institute November 21-22, 2013 Hyatt Rosemont – Coleman AB Rosemont, IL
FRIDAY, NOVEMBER 22, 2013
6:30 - 7:45 AM Breakfast Lindbergh AB
8:00 - 8:05 AM Opening Comments Susan A. Koshy, JD, MPH Society Relations & Policy Manager American Academy of Orthopaedic Surgeons
8:05 - 9:35 AM Release Your Inner Nerd: Online Tools and Apps to Increase Productivity and Awesomeness Elizabeth B. Ziesenis Your Nerdy Best Friend Have you ever felt like everyone else has apps and you missed the memo? This session introduces you to dozens of technical resources to make your life easier -- without breaking your budget!
9:35 - 9:50 AM Break
9:50 - 10:35 AM Repealing the Medical Device Tax Leah Kegler Vice-President, Government Affairs Advanced Medical Technology Association (AdvaMed) The medical device industry is tackling the implementation of several Affordable Care Act related issues. Chief among those issues is the medical device tax, as well as physician payment reporting under the Sunshine Act. This presentation will focus on the medical device industry’s efforts to repeal the medical device tax. It also will highlight the industry’s efforts to implement the Sunshine Act.
10:35 AM-12:00 PM Association Law: It’s Not the Same Old Song Jed R. Mandel, JD Partner Chicago Law Partners, LLC Do you understand the legal issues affecting your association? This session will cover a myriad of legal topics affecting medical associations today including the corporate obligations of associations, corporate governance, important policies to be adopted by associations, tax issues, and suggestions for protecting association assets and minimizing liability.
12:00 - 1:00 PM Lunch (Lindberg AB)
12:15 - 12:35 PM Washington Update Graham Newson Director, Office of Government Relations American Association of Orthopaedic Surgeons This session will include an update on the political environment in Washington, D.C. and the latest on AAOS advocacy efforts on Capitol Hill.
1:00 - 3:00 PM Association Manager’s Survival Kit Ron M. Rosenberg President QualityTalk You’ll discover proven, in-the-trenches, easy-to-implement strategies that will help you: Identify and overcome limiting beliefs that prevent you from achieving real results; create an environment for becoming hyper- productive without burning yourself out; generate multiple streams of income while focusing on what you do best; create systems to eliminate unnecessary work and inconsistent results; adapt your business model to changing times and new technologies; and surround yourself with people who will support your goals and not drag you down.
3:00 PM Adjournment
Association Management
What I Wish I had Known about Association Management
Robert C. Harris, CAE Chairman NonProfitCenter.com
What I Wish I’d Known about Assoc. Mgmt Bob Harris, CAE
Few people plan or study to work in an association, chamber of commerce or charity. The majority enter by what I call, “association by accident.
There is a Body of Knowledge associated with nonprofit exempt management. It is critical to understand the unique aspects. This document and seminar offer insights, tips and resources. It is supported by the free tools and templates at www.nonprofitcenter.com .
Agendas ...... 3 Antitrust Avoidance ...... 3 Board Orientation ...... 4 Conflicts of Interest ...... 4 Form 990 ...... 5 Finances ...... 5 Governing Documents ...... 6 Insurance ...... 6 Meeting Minutes ...... 7 Membership Notices ...... 7 Mission Statement ...... 8 Performance Excellence ...... 8 Policies ...... 9 Protection for the Board ...... 10 Public Records ...... 10 Risk Management ...... 11 Speaking for the Organization ...... 12 Strategic Planning ...... 12 Subsidiaries ...... 13 Sustainability and Crisis Management ...... 13 Unrelated Business Income Tax ...... 13 What I Need to Know for Board Service I Learned in Kindergarten ...... 14 Glossary ...... 16 Policies Common to Associations ...... 17 Volunteer Leaders Commitment Form ...... 19 Trends Literature ...... 20 About Bob Harris ...... 21
Purpose The intent of the seminar and handout is to improve awareness of key aspects in association management. Too often an executive responds to the question, “Why do you do it that way?” with the reply, “Because that’s how it was when we got here.” Use this information to start a dialog for improvement and reform.
Be sure to rely on legal, insurance and accounting professionals.
Terminology These are defined in the appendix.
Antitrust IRS Information Return (Form 990) Due Diligence Nonprofit – Not-for-Profit Duty of Care Letter of Determination Duty of Loyalty Policy Duty of Obedience Policy Manual Exempt Organization Public Records Fiduciary Duty Tax Exempt Status Governing Documents Subsidiary Insurance Unrelated Business Income Tax (UBIT)
Oversight Agencies Two government agencies primarily have oversight and authority over exempt, not-for- profit organizations. At the federal level , the Internal Revenue Service designates and monitors the purpose, finances and governance of the organization. At the state level , the Division of Corporations (or similarly named agency) approves and monitors the nonprofit corporation. Other agencies with an interest in and authority over associations include (not an inclusive list):
• Department of Justice, Federal Trade Association – antitrust, endorsement, communication. Identify theft • Federal Department of Labor – labor law • State Department of Revenue – sales tax collection, exemption • City, County Agencies – occupational license
2
Agendas – Properly organized, an agenda keeps the meeting on tract and working towards the desired results.
Partnership between the elected president and the executive director to craft an efficient agenda. Use a Consent Agenda. Reflect the organizations goals on the agenda and align reports and calls for action under each goal. Include the mission statement at the top or bottom. Include time-markers and identify names or positions for accountability.
Antitrust Avoidance – When two or more competitors in the same business or industry gather it is important to avoid discussions that might lead to antitrust violations.
Fines and penalties can reach $10 million. The FTC recommends trade associations have a “measure of antitrust avoidance” be in place. Record annually in meeting minutes that leaders have been advised not to violate antitrust laws. A policy of antitrust avoidance exists.
Board Composition – The size of the board and their competencies are critical to governing the corporation.
The average size board is 15; there is not a correlation between board size and good governance. There are many reasons to have varied size boards. Board should be representative of the membership; and be highly competent at governance. The Nominating Committee is being replaced by a Board Development
3
Committee with a purpose of: o Identifying desired skillsets and traits for an effective board. o Identifying and vetting candidates. o Conducting an annual orientation supported by a leadership manual. o Performing annual performance assessment of the board.
Board Orientation – The process for transferring critical information and document to volunteer leaders so they can govern and serve as fiduciaries.
Fiduciary – Person representing the interests of the membership and protecting the assets of the organization. o ‘Duty of Care o Duty of Loyalty o Duty of Obedience Documents provided in a leadership manual or a password protects share site for the board. Conducted annually; requiring 90 minutes to a day. Covering: o About the Organization o Leadership Roles and Responsibilities o Risk Management o Strategic Direction
Conflicts of Interest – Good governance includes disclosure of conflicts of interest among volunteer leaders and staff.
Policy exists to disclose conflicts on a consistent and regular basis. Officers and board understand response to disclosure can range from documentation to request for recusal or resignation. Conflict of interest form is distributed.
4
Form 990 – The annual IRS information return for exempt organizations.
Public record (990, Letter of Determination, Application) Provided to board prior to submission. May be Form 990, 990-EZ or 990-N or postcard. Significant insights into the organization. Be aware of group return for subsidiary chapters. Avoid perjury.
Finances – The board is responsible for the assets of the organization. Tools monitoring and reporting financial assets include:
• Annual Budget • Financial Reports • Audits • Investment Policy
The budget is approved annually and noted in the minutes. Financial statements are presented and accepted at every board meeting. Policy exists on conducting an audit, review or compilation by an independent financial professional. An investment policy exists for savings/reserves. Board is conversant in budget and finances. Board knows the ratio of dues to non-dues income. Board understands ratio of savings to annual budget. Minutes reflect that the board has conducted its due diligence at meetings. Safeguards and policies are in place protecting assets. Awareness exists that CPA is accountable to the board. Policy on checking signing and credit card usage. Reimbursement guidelines and documentation by receipts.
5
GOVERNANCE REVIEW – Self-paced – see appendix.
Governing Documents - The board of directors is responsible for abiding by the governing documents.
• Statement of Purpose (Mission) • Articles of Incorporation • Bylaws • Policies
Board members have access or receive the documents. Minutes reflect that directors received the documents. Directors read and understand. Amendments to governing documents are reported to the IRS on Form 990.
Insurance – The organization purchases insurance coverages.
• D & O Liability on the Board • General Liability • Meeting Cancellation • Surety or Fiduciary Bond
The amount of coverage needed for D & O may be impacted by events, activities and other factors.
An attorney has reviewed D & O policy to be sure it adequately covers the organization, people and events and activities.
Additional coverages may include E & O, social media, publishing, etc.
6
Meeting Minutes – Minutes document meetings of board of directors and committees.
Minutes record actions, motions and include self-serving statements. Minutes are not a newsletter or a place to record directors’ notes and reminders. Audio recordings are discouraged or policy exists on limiting and use of recordings. Minutes are approved by a motion of the board. Minutes are safeguarded perpetually. Document decisions of Executive Committee. Be cautious about excessive Executive Sessions. Proof of annual corporate meeting exists.
Membership Notices – A membership organization is required to give notice to members that (1) dues are not deductible as a charitable expense, and (2) a portion of the dues were used for “direct lobbying.” There is exception for 501(c)(3) organizations.
Non deductibility notice on all membership applications and dues renewals. Percentage of lobbying noticed to members annually. Record retention of such notices to support an audit inquiry.
7
Mission Statement – The purpose for existence. Nearly all discussions, actions, resources should center around the mission statement.
Mission creep or drift are actions that neglect the purpose for existence. Keep it in front of the board, committees, staff and stakeholders as often as possible. Should be easy to articulate. Brand platform may include combination of Mission, Vision and Values statements. Amend or affirm at the board’s retreat about every three years.
Performance Excellence – Find ways to measure performance and assure the board that the association is among the best.
“If we can’t measure it why are we talking about it?” (How will you recognize success if we don’t set parameters?”) Dashboards and scoreboard reporting. Operating ratios for associations. Certifications: CAE, CCE, RCE, CMP, etc. Look for association and community awards; the act of seeking awards of excellence is critical. State and National Baldrige Award of Excellence criteria. Self Paced Tools o US Chamber Accreditation Process www.uschamber.com/chambers/accreditation o Assoc. Self Audit Process www.nonprofitcenter.com o King Abdullah II Mark of Best Practice for Business Associations www.kace.jo/ba_award.shtm
8
Policies – Policies are the wisdom of the board expressed through motions at the board meeting and archived in a policy compendium.
IRS query about policies including: o whistle blower o record retention o compensation o public records o financial audits o conflicts of interest. Policies can be adopted, amended and rescinded by the board without notice to members. Policies are not procedures. Policies must be consistent with governing documents. Sufficient number of policies in an organization is often 25 to 50. The policy compendium can be sunset or should be re-affirmed by the board periodically. Policies must be applied consistently.
9
Protection for the Board – The board of directors is generally protected in numerous manners.
• Volunteer Immunity • Corporate Veil • D & O Insurance • Indemnification • Reliance on Legal and Accounting Counsel
Volunteer immunity covers the work of the board described in the governing documents. Indemnification will be identified in the bylaws; and has little meaning if resources are not available. Corporate status may require annual filings and may be dissolved without notice if filings are not made. The board can reasonably rely on advice of the executive director, general counsel and CPA. Public Records – In most states the organization is a private corporation as registered with a state government. Very few records are considered public with exception of:
• IRS Form 990 • IRS Letter of Determination • IRS Application (Form 1023 or 1024)
The public records, open to anybody, are designated by the IRS. Generally, the principles of open records, government in the sunshine and Freedom of Information Act do not apply. Compliance includes availability on the internet. There are penalties for not disclosing public records. Board members are aware of documents that are to be treated as confidential. A principle of transparency may guide the board and staff in allowing access to additional documents beyond IRS records.
10
Risk Management – The process for 1) identifying, 2) considering, 3) insuring, avoiding, sharing or eliminating, and 4) monitoring risks. A shared responsibility of board and staff.
Avoid risks or understand the risk of certain actions. Rely on legal, insurance and accounting professionals. Common risks: o Antitrust o Charitable Solicitation o Conflicts of Interest o Electronic Meetings o Endorsements o Employees o Filings o Finances/Embezzlement o Intellectual Property/Copyright o Meeting Minutes o Membership Notices o Parent-Chapter Relations o Policy Management o Public Records o Social Media o Software Licenses o Speaking for the Organization o Subsidiaries o Sustainability and Crisis Management o Unrelated Business Income - UBIT
11
Speaking for the Organization – Lines of authority and communication exist in the organization. To ensure consistent messaging, the chief elected officer has designated spokespersons.
No person should assume they have authority to speak for the officers, board or organization. Courts have stated that a board member, committee or chapter may appear to be an agent for the organization hence may cause liability for statements.
Discussions and documents in board meetings are treated with confidentially. Policy exists restricting use of logos, letterhead and titles.
Strategic Planning – The process for developing a roadmap to guide the board, committees and staff for a 3 to 5 year span.
Developed by the board at a retreat about every 3 years. Reviewed annually to monitor progress (consider a Strategic Plan Champion such as the President Elect position.) General focus on 3 to 7 goals or core competencies in the organization. Promote the plan to the members and stakeholders as a PR document. Keep the plan on the board table.
12
Subsidiaries – Many associations and chambers of commerce create subsidiary or related organizations.
• Political Action Committee (PAC) • Foundation [501(c)(3)] • For-Profit Corporation
Rely on legal and accounting professionals prior to establishing subsidiary. Control by the parent organization is often a key issue. A subsidiary agreement on file documents the exchange and use of staff, logos, licenses, office space, etc. Sustainability and Crisis Management – The board has a responsibility to ensure the sustainability of the organization through successive leadership and staff planning and preparedness for a crisis.
Emergency manual for communications and backing up critical documents is maintained outside the office. Leadership continuously identifies, vets and trains emerging leaders. Succession plan for senior staff considered.
Unrelated Business Income Tax – Though an organization is exempt from federal income tax, it may be required to file Form 990-T to the IRS for unrelated business income tax (UBIT.) Three common triggers for UBIT include:
• Rental income • Advertising income • Royalty income and endorsements
Income and profit can be offset by expenses. The association does not position itself as a partner to the endorsed program or party. Sponsorship income is tax exempt while advertising income may be taxed.
13
APPENDIX What I Need to Know for Board Service I Learned in Kindergarten By David P. Goch, Esq.
A highlight of one’s professional career is serving as an officer or member of a board of directors. However, while it is an honor the distinction carries with it significant obligations.
Fulfilling one’s duties can be achieved by following some basics that were likely taught when we were in kindergarten. Follow these principles for successful board service.
• Attend - If you are not there, you’re not involved. Directors who do not attend meetings are nevertheless bound by actions taken at those meetings and will be held responsible if any such actions are deemed negligent.
• Participate - Be engaged. The minimum level of participation required of directors is to read all relevant materials (e.g., committee reports, budgets) and ask questions to be better informed. A good board member frequently asks questions that verify that things are operating effectively and without risk 1.
• Delegate – Volunteers cannot do it all. Boards delegate their authority to others; typically to committees and the organization’s staff. But while such delegation is a legitimate practice, abdication of the board's responsibilities is not. Board members need to remain alert and aware.
• Fiduciary Duty – While this not a kindergarten term, it means to “play fair.” It includes the duty of good faith and fair dealing. A person assumes this duty, created by their own undertaking, and is required to act primarily for the benefit of the organization.
• Conflict - Conflicts of interest should be avoided but they continue to arise. While state laws vary, the general rule is that a director with a potential conflict of interest should disclose that interest to the board and recuse him or herself from consideration of, and voting on, the conflict-affected matter. Most organizations have a policy addressing conflicts.
• Money – Financial mismanagement is a common risk. It is vitally important that directors review financial statements and ask questions. If financial information is presented in a manner that cannot be understood, the directors should educate themselves on how to read financial statements. One of the important questions is how finances are being invested (how diverse and how safe)?
1 Bob Harris, CAE and board coach refers to the practice as, “Verify and Trust.”
14
• Professionals - You don’t need to know it all! Boards are strongly advised to work with attorneys, auditors, professional investment advisors and insurance consultants to help protect the organization from liability and risk.
• Papers - Keep your homework! Documentation is essential for having a historical path to chart future decisions as well as to provide it with the “ammunition” necessary to defend the board if challenged. The board should have a document retention policy.
• Relationships - As implied throughout this document, the board is the decision making body. In fact, it is legally obligated to be so and it carries all the possible legal liability for it. While the responsibilities of the board and staff may overlap, suffice it to say that the board governs and acts strategically while the staff manages and is tactical.
Official Action
The nine rules assume that appropriate board action has occurred, or the meeting has been duly called and convened. Official action occurs where: 1) there is a meeting duly called in accordance with the bylaws; 2) with notice and adequate time being provided to all that are entitled to such; 3) there is a meeting that is conducted by unanimous consent (if all parties entitled to vote agree, then adequate time and notice is not necessary); or 4) if entitled parties voluntarily waive their right to notice of a meeting.
Generally, board action requires a majority vote of those parties present and entitled to vote. An official meeting cannot take place unless a quorum, generally defined as a majority of the members of the board, are present.
Although boards can ratify action subsequent to its occurring, unilateral decisions by directors and officers is discouraged except in the most extreme cases and upon consultation with others within the leadership and, if necessary, legal counsel.
The nine rules, similar to what one learned in kindergarten, will help board members understand their roles and responsibilities.
# # #
Note : David Goch is a Partner in the Washington law firm of Webster, Chamberlain & Bean. His practice includes all aspects of nonprofit law including: contracts, corporate, tax, antitrust, intellectual property, standards and certification, employment matters, and government relations for which the firm has established a national reputation as being the leader in the field. He has over twenty years experience working with associations/chambers/charities of all sizes. He can be reached at Webster Chamberlain & Bean, 1747 Pennsylvania Avenue, NW, Suite 1000, Washington, DC 20006, (202) 785-9500 or [email protected].
15
Glossary
Antitrust – When two or more people in the same industry or profession get together to discuss business practices, there is a possibility of violating antitrust laws. Penalties can exceed millions of dollars. Due Diligence – The expectation that a board member exercises reasonable care and follows the business judgment rule when making decisions. Duty of Care - The expectation that a board member exercises reasonable care when making decisions. Duty of Loyalty - The expectation that a board member remains faithful and loyal to the organization. Loyalty is sometimes misunderstood in the case where directors are selected from a federated or affiliated organization but must be loyal to the parent corporation. Duty of Obedience – The expectation that a board member remains obedient to the governing documents of the organization as well as its mission and goals. Exempt Organization – A designation by the IRS that an organization is exempt from paying federal income tax. See UBIT for exceptions to tax exempt exceptions. Fiduciary Responsibility - A duty of the board members to ensure that financial resources of an organization are sufficient and handled properly. Describes a legal or ethical relationship of confidence or trust regarding the oversight of money and property of the organization. Governing Documents – The documents that grant authority and limitations for governance and management; the bylaws, articles of incorporation and policies. Insurance – Board insurance coverage is referred to as “ D & O ” - directors and officers liability. Common insurance coverages for nonprofit organizations include D & O, general liability, meeting cancellation and a fiduciary bond to cover fraud or acts of dishonesty. IRS Information Return – The IRS requires nonprofit organizations to file an annual information return; also known as Form 990 or a variation. The document is a public record. Letter of Determination – A public document from the IRS indicating that the organization is exempt from paying federal income tax. Non Profit – A designation by a state government agency, usually the Division of Corporations. The legal reference is “not-for-profit.” Nonprofit does not mean the organization cannot make a profit. An organization must produce streams of revenue to support its mission and programs.
16
Policy – A policy represents the wisdom of the board to guide future leaders and to interpret the bylaws and articles. Policy adoption is a responsibility of the board. Policy Manual – A notebook or manual referencing the policies adopted and amended by the board of directors over time. Public Records – Nonprofit organizations have specific records that must be made available upon request to the public; mostly IRS documents that include Form 990 , the application for exemption and the letter of determination . Fines may apply for denial of requests for public records. Tax Exempt Status – Organizations receive tax exempt status (exemption from paying federal income tax) by applying to the IRS. Chambers of commerce and associations are generally assigned 501(c)(6) status. Foundations are designated as 501(c)(3) organizations Subsidiary – A nonprofit organization may have subsidiaries or related organizations to achieve its goals and increase income, including political action committee, for-profit corporation and/or a foundation. Directors must understand the relationship of the parent board of directors to related organizations. Unrelated Business Income Tax (UBIT) – A mechanism for the IRS to determine if income received is outside of the mission statement. Common triggers for UBIT, if a profit is shown, are advertising, rent and royalties.
17
Policies Common to Associations
A policy management toolkit and samples are available at www.nonprofitcenter.com .
• Antitrust Avoidance • CEO Performance Evaluation • Committee Authority • Compensation • Conflicts of Interest • Consent Agenda • Diversity • Executive Session of the Board • Financial Audit • Guests Attending Board Meetings • Insurance Coverages • Liquor • Listservs, Bulletin Boards, Social Media • Logo and Letterhead Usage • Meeting Minutes • Original Works and Intellectual Property • Public Records • Record Retention • Savings Reserve • Strategic Planning • Whistleblower
18
Volunteer Leaders Commitment Form (sample for adaptation)
Volunteer Leader Commitment
As a volunteer leader of the organization, I am committed to: I. Uphold governing documents, policies and strategic plan. II. Avoid discussions that could lead to violations of state and federal antitrust laws. III. Respect the confidentiality of discussions and documents and speak for the organization only when explicitly designated or based on approved messaging. IV. Disclose conflicts of interest. V. Serve on committees and workgroups as needed. VI. Support the financial needs for the organization with contributions or in-kind services. VII. Work to serve the members and advance the mission.
Signature______Date______
Bob Harris, CAE, provides free association governance and management samples and templates at www.nonprofitcenter.com . He can be contacted at [email protected] . He facilitates strategic plans, trains board and staff.
19
Trends Literature 1. Board Size & Competence 2. Staff Empowered 3. Technology Integration/Plan 4. Fewer Committees 5. Relevance to Members, Targeted Markets
1. Dues collection follows engagement – not the prerequisite. 2. Crowdsourcing – users contribute to tasks. 3. Engagement is the new currency. 4. Collaboration is the new content. 5. Profile of the idea member vs. vulnerable.
1. Economy-Recession 2. Generational 3. Technology
1. Technology Strategy 2. Competition 3. Engagement Sustainability 4. Own the Marketplace 5. Generational Differences 6. Economic Impact/Recession 7. Staff – Volunteer Relationship 8. Governance Model, Efficiency 9. Collaboration=Content 10. Entrepreneurial Mindset
20
Conduct a Governance Review Bob Harris, CAE [email protected]
Environmental changes (technology, economy, generations, etc.), or subpar performance, are catalysts for reforming governance. Organizations founded 20, 50 or 100 years ago usually benefit from change. If elements of governance are status quo (same size board, same committees, same bylaws) it may be time for a comprehensive governance review.
Existing Governance Improved Governance Committees • Few standing committees and more task forces and quick action teams (QATs.) • Clear alignment with elements of the strategic plan. Too many, minimal understanding of their • Thorough orientation and guidance. work for the board, not aligned with the goals • Board and/or staff liaison. in the strategic plan. • Producing significant outcomes each year.
Governing Documents • Bylaws review and removal of policies and clutter for a broader perspective. • Policies adopted for IRS compliance and efficiency; organized for access by the Bylaws cluttered with policies, board unaware board. of distinction of importance of articles, bylaws, • Governing documents in good order and accessible; an aspect of board policies. Policy manual outdated or orientation. overloaded. Board Meetings • Agenda formatted to expedite the meeting and align with strategic goals. • Meeting held only as needed for results. Frequent meetings full of UPDATES by • Mission and strategic plan always on the board table to frame discussions. committees and officers; minimal awareness • Rules of conduct guide or cultural expectations adopted by the board. of the strategic plan. Minutes reflect slow • Knowledge based discussions. progress or no results at a meeting (“why did • Use of a consent agenda to reduce reports and focus more on outcomes. we hold that meeting?”)
Professional Staff • Empowerment of staff to participate in discussions and help make leadership decisions. Staff told what to do, micromanaged by • Sufficient resources to train staff annually. directors. Minimal investment in professional • Avoidance of micromanagement. development in budget. Strategic Plan • Fewer goals to hone in on meaningful results for the community or industry. • Spanning 3 to 5 years. Existing Governance Improved Governance Developed at a retreat focused on game and • Member and community awareness of the plan. golf. 10 – 50 page report and shelved to • Plan guides all the discussions of the leadership and committees. collect dust. Not a guide for committees, • Reviewed annually and updated about every 3 years. board and staff. No alignment with resources • Closely aligned with the budget. and industry needs. Mission, Vision and Values (brand) • Updated to reflect an innovative organization. • Promoted frequently and on every agenda. Too long or redundant mission and vision • Directors rely on it to communicate the purpose, vision and values. statements; not a guide for the board; hard to • Mission may be combined with vision to reduce “clutter.” memorize and articulate; old fashioned.
Board of Directors • Reduce board size to reach the number of directors who will effectively govern the corporation. Appointed by chapters or geographic regions • Highly effective orientation and access to documents. and mistakenly thinking they are working for • Reliance on a strategic plan (roadmap). the chapter; minimal orientation and access • Accountability enforced by the officers. to information; lack of accountability enforced; • Cultural expectations described at the start (director “ground rules.”) too large. • Fiduciary duties understood. • Balance between authority of the executive committee and the board. • Minimal ex-officios and past presidents (if any.) • No “alternates” or “proxies.”
Executive Committee • Appropriate composition of officers. • Authorized by the bylaws and limited by policy. Usurps role of the board by meeting and then • Respectful and open to the board of directors. dictating expectation; closed door sessions.
Nominations • Nominating Committee transformed to a Board Development Committee with year round duties; including: Group throws names in a hat; minimal focus • Year round volunteer leadership identification. on identify competent directors and vetting • Assist with annual board orientation. them for skillsets and commitment. • Assist with annual board self- evaluation. • Highly effective vetting process.
[email protected] www.nonprofitcenter.com Internal Governance Review Outline 1-23-13.docx Spring 2013
[email protected] About Bob Harris 850/570-6000 www.nonprofitcenter.com There are more than one million nonprofit organizations in the USA . Bob has studied thousands of them to develop best practices .
He started his career in Washington DC working with Presidential Classroom. He went on to build an association management company in Tallahassee, FL. He is on the faculty for the US Chamber of Commerce. He has worked in Amman, Jordan , Tokyo, Japan, Kiev , Ukaine and Minsk, Belarus to help organizations. He received “Association Partner of the Year” award from Association Trends Magazine in 2012. He has authored books on association management. To improve management he created the Association Self-Auditing Process , used by more than 20,000 organizations . He believes that nonprofit organizations should be as efficient as any commercial business. He has received awards for promoting association excellence and working i9 professional development. He has worked for Hyatt Hotels in Florida for 28 years. He’s been dubbed the “Martha Stewart of association management ” for providing tips and templates for making management easier. These are available free on his website at www.nonprofitcenter.com. Bob’s career passions are demonstrated in two principles:
• Promoting the impact of nonprofits in America. • Sharing the tools for successful associations and chambers.
23
Image of Orthopaedics
Working Together to Enhance the Image of Orthopaedics
Sandra R. Gordon Director, Department of Public Relations American Academy of Orthopaedic Surgeons
Working Together to Enhance the Image of Orthopaedics
AAOS Public Relations Executive Directors Institute November 21, 2013 Overview
• Public Service Campaigns • A Nation in Motion® • Social and Economic Value of Orthopaedics • Where to find the news? Public Service Campaigns
• Distracted Driving with the Auto Alliance • Patient Safety: It Takes a Team • Stacy Lewis with Scoliosis Research Society • Falls Prevention with Orthopaedic Trauma Association A Nation in Motion®
Surgeon Stories
Deadline for Wall in nd New Orleans:. December 2 Ortho-pinions
. Social and Economic Value of Orthopaedics
– Overview and Methodology – Knee replacement (August 21st) – ACL surgery (October 2nd) – Rotator cuff (November 20th) – Spine (TBD) – Hip Fracture (TBD) ANationInMotion.org/Value
Where to Find Ortho News?
• Monthly emails – Prevent Injuries America! seasonal topics and templates – Clinical JBJS and JAAOS topics • Newsroom – newsroom.aaos.org • Social Media Pages – AAOS1 on Twitter and Facebook – AmerAcadOrthoSurg on YouTube – Google+
Let’s Enhance their Image Together • Encourage your state society president, board and general membership to submit a Surgeon Story AND Ortho-pinion
• Remember the deadline for the New Orleans Wall is Dec. 2nd
• Add a link to A Nation in Motion on your website
• Position value materials to your state officials and reference in meetings
• Use AAOS press templates in your local media
• Dialogue with PR staff if you need a local media list, sign up for Academy press releases via RSS, follow AAOS on social media for up-to the minute consumer news
AAOS’ Public Relations Team
Sandra R. Gordon is the director of the AAOS public relations department. She and her team work on all of the Academy’s external communications campaigns and projects including the award-winning public service advertisements, the A Nation in Motion campaign, Decide to Drive, social and traditional media relations, the Safe, and Accessible Playground build and other special events, like the Media Orthopaedic Reporting Excellence Awards. Their division serves to enhance the image of orthopaedic surgeons in the eyes of key stakeholders which include the public, the media, and patients.
Sandy has more than 40 years’ experience in strategic communications and public relations. She received her master’s degree from George Washington University in special education and teaching. Sandy specializes in public service advertising, communications planning, media relations, and creative special events.
Kristina Goel brings more than 16 years’ experience in marketing and communications. She received her undergraduate degree from Miami University in Ohio and her master’s degree in management and communications from Northwestern University. Kristina currently is the public and media relations manager and specializes in crisis communications, campaign management and media relations.
Lauren Riley graduated from DePaul University with a degree in communications and business administration. She has seven years’ experience in media relations and special events. Lauren is the media relations manager and specializes in media relations and project management.
With nearly a dozen years in the PR and Communications industries, Kayee Ip graduated from the University of Illinois at Chicago with a bachelor of arts in communications and psychology. Kayee is the media relations specialist and specializes in graphic design and special projects.
Kelly King graduated from the University of Illinois Springfield with a degree in communication and business, and has been a part of the communications industry about five years. Kelly is the public and media relations coordinator and specializes in traditional and social media engagement. AAOS Disclosure Program
The AAOS Orthopaedic Disclosure Program
Donna J. Malert Governance Manager and Richard N. Peterson, JD General Counsel American Academy of Orthopaedic Surgeons
Donna J. Malert
Donna Malert joined the staff of the American Academy of Orthopaedic Surgeons (AAOS) in March 2006. In her current role as Governance Manager, she reports to the Chief Executive Officer. Her position provides primary support to the AAOS Board of Directors. She is responsible for the preparation, recording and dissemination of AAOS Board of Directors and other governance materials.
In addition to her responsibilities to the Board of Directors, Ms. Malert manages the AAOS Orthopaedic Disclosure Program. With the General Counsel, Ms. Malert staffs the Committee on Outside Interests, established by the Board of Directors to address conflict of interest issues throughout the AAOS. She was named Employee of the Quarter for Fall 2011 in recognition of her outstanding work with this committee.
Ms. Malert also staffs the Committee Appointment Program (CAP) Committee which is responsible for overseeing the process to recommend orthopaedic surgeons to serve on various AAOS Councils, Cabinets and committees.
Prior to joining the AAOS, Ms. Malert served on the senior administrative staff of Nalco Chemical Company for over twenty years. She reported to the Senior Vice President of Research and Development.
09/13
Richard N. Peterson
Richard N. Peterson (“Rick”) is the General Counsel of the American Academy of Orthopaedic Surgeons (AAOS), a position he has held since January 1988. In this capacity, he directs the legal affairs of the Academy and its parallel organization, the American Association of Orthopaedic Surgeons.
Mr. Peterson is responsible for monitoring the litigation activities of the AAOS (as a plaintiff, defendant or as an amicus curiae), and for advising the Board of Directors and executive management on all legal, regulatory and related matters affecting the organizations. He also advises the AAOS and its membership regarding the major legal issues affecting the practice of orthopaedic surgery. He is a frequent author and speaker on medico-legal matters.
Mr. Peterson graduated Phi Beta Kappa from Grinnell College, Grinnell, IA, with honors and a major in History. He holds a Masters of Health Care Administration (MHA) and a Juris Doctor (JD) degree from Washington University in St. Louis, MO. While in law school, he served as Primary Editor of the Urban Law Annual and as a participant in the Midwest Regional Moot Court competition.
Prior to his employment by the Academy, Mr. Peterson was a Legislative Assistant to the Honorable Richard A. Gephardt (D - MO), Washington DC; Administrative/Legal Resident at the University of Michigan Hospitals, Ann Arbor, MI; Staff Attorney at the American Hospital Association, Chicago IL; and Assistant University Counsel (Health Affairs) at the Chicago medical campus of the University of Illinois.
March 2013 Strategic Alliances
Collaborate Your Way to Success: How to Expand Your Influence through Strategic Alliances
Mary Byers, CAE President Mary Byers, Inc.
Collaborate Your Way to Success: HOW TO EXPAND YOUR INFLUENCE THROUGH STRATEGIC ALLIANCES
By Mary Byers, CAE What is a strategic alliance?
A partnership in which each partner stands to benefit Why form alliances?
There is strength in numbers Competition coming from unexpected sources To gain expertise and/or competencies To gain access to resources (financial, technological) To avoid reinventing the wheel To gain access to customer bases Eeny Meeny Miny Moe
Who is a potential partner? Resources (financial or technical) Expertise Similar membership and/or issues Someone who is doing what you want to Vendors “Competitor”
Where to look:
Other associations Vendors Government agencies Non-government organizations Consumer groups Media Charitable organizations Foundations
Ohio Health Care Provider Coalition
Ohio Medial Association Ohio Dental Association Ohio Osteopathic Association Ohio Pharmacists Association Ohio Psychological Association Ohio State Chiropractic Association Ohio Optometric Association Ohio Podiatric Medical Association How to Form Alliances
Identify what you are looking for Identify benefits to your association Identify benefits to your partner(s) Identify what you have to offer Where the weaknesses/needs are Know:
What you hope to gain (Goals) What you have to offer All possible objections Your plan to start the alliance Your plan to end the alliance Plan:
How to approach partner(s) What you want What you’ll give Who has authority to negotiate Quick approval on your end Negotiate:
Who will do what Who will pay for what How you’ll do the above How you’ll measure success How you’ll handle failure of any party How you’ll end the partnership Negotiate, Part II:
Be flexible Be open-minded Be willing to try something on a short-term basis Questions that pay:
What about…? Would it be comfortable for…? What would you think if…? Is there any way we could work together? What can we agree on? Can we agree to disagree and still be able to form an alliance? What do we want? What don’t we want? How would we behave if we really wanted these things? Be in this for the long haul!
But know how you are going to get out of the relationship when it’s time. Think:
Outside of the box About the worst case scenario About the best case scenario About best interests of members About 10 years down the road Characteristics to seek in an alliance partner?
1. 2. 3. 4. 5. 6. 7. 8. Potential obstacles:
1. 2. 3. 4. 5. 6. 7. 8.
“Effectively, change is almost impossible without industry-wide collaboration, cooperation and consensus.” Simon Mainwaring
Mary Byers
Mary Byers, CAE, is co-author of Race for Relevance: Five Radical Changes for Associations. She’s the former director of communications and member services for the Illinois State Dental Society and served in that capacity for nine years prior to starting her consulting business in 1998. Since then, she’s worked primarily with not-for-profit organizations, including the Renal Physicians Association, Eastern Association for the Surgery of Trauma, Nursing Organization Alliance, American Society of Mechanical Engineers, and the American Dental Association.
Mary specializes in working with volunteer association leaders and staff to help define their roles and clarify their vision through leadership conference programming and facilitating strategic planning retreats. She is a certified association executive and a member of the National Speakers Association.
Online Tools and Apps Release Your Inner Nerd: Online Tools and Apps to Increase Productivity and Awesomeness
Beth Ziesenis Your Nerdy Best Friend
Quick Reference Guide
Backupify Backup solution for cloud-based data backupify.com Dropbox File synchronization, collaboration and storage dropbox.com CrashPlan Free backup system for peer-to-peer connections crashplan.com Picasa Photo organizing, editing and sharing software picasa.google.com Shutterfly Online photo management with family-friendly protection shutterfly.com AVG Free Windows-based anti-virus and spyware software free.avg.com How Secure Is My Password Password security checker howsecureismypassword.net iAntivirus Free antivirus app for Mac iantivirus.com LastPass Password manager with mobile apps lastpass.com Mailinator Disposable email service with on-the-fly inbox creation mailinator.com PasswordCard Printable and app-based password manager passwordcard.org Spybot - Search and Destroy Adware, malware and spyware scanner for Windows safer-networking.org
ComputerSecurity &Backup Twelpforce Twitter-based tech help twitter.com/twelpforce YubiKey USB device for password management yubico.com Adobe Reader XI PDF reader with annotation and signing adobe.com/products/reader easyPDF Cloud Online PDF tool with easy interface easypdfcloud.com eFax Free Free outgoing fax number efax.com/efax-free FaxZero Free outgoing faxes with ad on cover page faxzero.com Google Docs Free online office suite docs.google.com Google Voice Phone service to organize and manage incoming calls google.com/voice NewOCR Online OCR service with layout analysis options newocr.com
Office Software Office PDF Expert PDF app for iOS devices readdle.com Zamzar Convert any file to any format zamzar.com
Checkthis Online poster builder checkthis.com Down for Everyone or Just Me Site that checks to see if a site is up downforeveryoneorjustme.com Google Analytics Website analytics tool google.com/analytics WordPress Website and blog builder wordpress.com Website Zopim Live chat service zopim.com Basecamp Online project management system basecamp.com
Cozi Family Organizer Family-friendly calendar and task manager cozi.com Evernote Notetaking and information organizing system evernote.com Google Calendar Web-based calendar with import and export capabilities google.com/calendar Podio Work management system podio.com Teambox Team-based tasks and project management teambox.com Organization Wunderlist Task management tool wunderlist.com Chrome Remote Desktop Remote access tool for Chrome browser and PCs Chrome Store Flipboard Content aggregation and delivery app flipboard.com Gmail Email service that gives you access from anywhere gmail.com
Google Voice search Voice recognition feature for searching Google google.com IFTTT Free multi-application automator for cloud services ifttt.com Jing Screencapture tool techsmith.com/jing
Efficiency Mailbox Inbox Zero helper for Gmail and iOS mailboxapp.com Skitch Screenshot tool for desktop and mobile devices evernote.com/skitch Splashtop Remote access tool designed for mobile devices splashtop.com TalkTo Site and apps that facilitate contact with any company talkto.com
BrandYourself Reputation manager for online presence brandyourself.com Bubbl.us Online mind-mapping tool bubbl.us Google Alerts Google tool for keyword email alerts google.com/alerts re.vu Resume pages and sites re.vu Personal Readability Browser plugin and app that strips clutter from sites readability.com Your Nerdy Best Friend
bump App to trade virtual business cards by touching phones bu.mp Contxts SMS business cards contxts.com MailChimp Do-it-yourself email newsletter service mailchimp.com Paperless Post Animated online cards and invitations paperlesspost.com Postagram Service that generates and sends postcards postagramapp.com Salesforce CRM for small-to-medium businesses and associations salesforce.com Relationships timetonote Web-based CRM and project management for groups timetonote.com 123RF Low-priced royalty-free image site 123rf.com animoto Instant video from pictures, videos and text animoto.com Audacity Downloadable, open-source audio editor audacity.sourceforge.net ColorZilla Color tool for Chrome and Firefox colorzilla.com dafont Archive of free downloadable fonts dafont.com GraphicRiver Low-priced professional print and digital templates graphicriver.net Identifont Online wizard to identify typefaces identifont.com WhatTheFont! Online tool and iOS app to identify fonts myfonts.com/WhatTheFont/
Graphics Piktochart Free and bargain infographic generation piktochart.com Graphic Generators Collection of resources for quick graphics pinterest.com/askbethz Pixlr Free online Photoshop competitor pixlr.com PowToon Super cool animated video and presentation tool powtoon.com Tagxedo Word cloud generator site tagxedo.com Wordmark.it Online previews of the fonts on your computer wordmark.it
AnyMeeting Screensharing and webinar tool anymeeting.com Brown Paper Tickets Online event management tool with free ticket shipping brownpapertickets.com Eventbrite Online event management tool eventbrite.com Google Forms Free forms and surveys connected to Google spreadsheets forms.google.com Google+ Hangouts Videoconferencing and live broadcast tool google.com/hangouts Issuu Online magazine/catalog creator issuu.com Minutes.io Meeting-management tool minutes.io Poll Everywhere Real-time audience response system and polling tool polleverywhere.com Polldaddy Online polling site and app polldaddy.com Reflector Download that mirrors iOS device on Mac or PC reflectorapp.com ScheduleOnce Meeting-scheduling site scheduleonce.com SignUpGenius Volunteer organization and sign-up sheets signupgenius.com Speek Free conference call service for up to 10 speek.com Ustream Live streaming service with extensive audience ustream.tv Presentations, Surveys, Meetings Surveys, Presentations, Vyew Online meeting rooms for real-time collaboration vyew.com GateGuru Mobile airport guide gateguru.com SeatGuru Airplane seat guide seatguru.com TaxiFareFinder Taxi fare estimation tool taxifarefinder.com
Travel TripIt Travel itinerary organizer tripit.com Waze Community-driven navigation app waze.com
Fancy Hands Virtual assistants for small tasks starting at $5 per request fancyhands.com Fiverr Freelance community for $5 projects fiverr.com Help LogoMyWay Crowdsourced logo designs logomyway.com Mint Free budgeting and expense management tool mint.com OneReceipt Electronic receipt management for iOS and online onereceipt.com RetailMeNot Online coupon site retailmenot.com Shoeboxed Digital and hard-copy expense manager shoeboxed.com
FINANCIAL Square Mobile payment system for consumers and businesses squareup.com Wave Accounting Free online accounting system waveaccounting.com
About Beth Ziesenis: Your Nerdy Best Friend Wouldn't it be great to have a BFF who says, "Yeah, I know an app for that"? Beth Ziesenis is there for you with advice on the best free and bargain tech tools to improve productivity and simplify your life... without breaking the bank.
AskBethZ.com | [email protected] | 619 231 9225
Beth Ziesenis Bio
Meet Beth Ziesenis, your own personal Nerdy Best Friend.
Beth Z keeps up with all the new online applications and downloads that can help you look like you’re working with a team of marketing, computer and productivity experts, even if you suffer from a shrinking staff and a disappearing budget.
Beth loves to share her tools online via the blog and in person at presentations. And she’s even been known to share a few tips over cupcakes and coffee.
Beth Ziesenis is an author, speaker technology consultant and nerd. Since her first Commodore 64 computer, Beth has been fascinated with technology and computer shortcuts that make people’s lives easier.
From her home base in sunny San Diego, California, Beth helps computer users all over the country filter through thousands of apps, gadgets, widgets and doodads to find the perfect free and bargain technology tools for business and personal use through presentations and her book Upgrade to Free: The Best Free and Low-Cost Online Tools and Apps, available in electronic and print editions on Amazon.com and other online outlets.
Read more about Beth Z at www.askbethz.com.
About Beth Z: Your Nerdy Best Friend Wouldn't it be great to have a BFF who says, "Yeah, I know an app for that"?
Beth Ziesenis is there for you with advice on the best free and bargain technology tools to improve productivity and simplify your life... without breaking the bank.
AskBethZ.com | [email protected] | 619 231 9225
Get the book! http://amzn.to/Upgrade2Free!
Medical Device Tax
Repealing the Medical Device Tax
Leah Kegler Vice-President, Government Affairs Advanced Medical Technology Association (AdvaMed)
The Medical Device Tax: Path to Repeal
Leah Kegler, Vice President Government Affairs AdvaMed Medical Device Tax
• Medical Device Excise Tax created as a payfor in the Accountable Care Act in 2010 – 2.3% excise tax on U.S. medical device sales currently anticipated to raise $30 billion /10 years – No policy rationale—used to raise revenue
• Details on the Medical Device Excise Tax – Tax collection began Jan. 1, 2013 – Covers sale of all devices by a manufacturer, producer or importer – Includes all device classes – Exempts hearing aids, eyeglasses & contact lenses, and other devices commonly sold at retail for individual use
The Challenge of Device Tax
Key Challenges:
• Excise tax has never been applied to such a diverse industry with varied and complex commercial arrangements
• Thin Treasury and IRS staffing for excise tax matters
• Companies must have in place internal systems to enable reporting and collection
• Applies to revenues, not profits
Device Tax Impact
Impact on Device Manufacturers
Paying for the tax: 1. Reduce employment or future hires 2. Reduce investment in R&D 3. Less investment in new capital and expansions
• Reduction in work force • 10,000 jobs so far • Studies predicted up to 40,000 at risk
• Reduction in R&D • Study has shown R&D could be reduced by up to $2B/yr • Impact of innovation, new technology available to patients
Device Tax Repeal
• Bipartisan legislation in both chambers • House bill HR 523: Paulsen/Kind = 267 cosponsors (40 Dems, more than double last year) • Senate: Hatch/Klobuchar = 37 cosponsors (6 Dems, 1st bipartisan device repeal bill in Senate)
• Senate Budget repeal amendment passed with strong bipartisan majority (79-20) • Supported by all republicans • Supported by 33 democrats and one independent
• House passed an amendment (248-173) to a CR in late September • Supported by 17 democrats • Tabled in Senate
• Device Tax Repeal part of CR and Debt Ceiling Debate in October but in the end was not included
H.R. 523 Congressional Co-Sponsor Map Device Tax Repeal Tracking Chart
Bill Lead Sponsor Date of Number of Description Notes Number Introduction Cosponsors H.R.523 Representative 2/6/2013 267 Repeals 40 Democrats Erik Paulsen device tax (MN-3) and no offset S.232* Senator Orrin 2/7/2013 37 Repeals Democrat Co-Sponsors: Hatch (UT) device tax and no offset Casey, Donnelly, Franken, Hagan, Klobuchar, Shaheen
H.R.1295 Representative 3/20/2013 5 Repeals Co-Sponsors: Dan Maffei device tax (NY-24) and uses oil Polis subsidies as Tsongas offset Watt Foster Lofgren
* Note: There was an overwhelming amendment vote of 79-20 on 3/21/13 to add the device tax repeal to the Senate Budget using a deficit neutral reserve fund. The vote is non-binding. Hatch and Klobuchar were the lead sponsors. All republicans, independent Angus King (ME) and 33 democrats voted for the bill including: Baldwin, Begich, Bennet, Blumenthal, Cantwell, Cardin, Casey, Cowan, Donnelly, Durbin, Franken, Gillibrand, Hagan, Heitkamp, Kaine, Klobuchar, Manchin, Menendez, Merkley, Mikulski, Murphy, Murray, Nelson, Pryor, Reed, Schumer, Shaheen, Stabenow, Udall, Mark (CO), Warner, Warren, Whitehouse, and Wyden.
Device Tax Repeal Coalition
• Device Tax Repeal Stakeholders – Manufacturers and Distributors: AdvaMed, MDMA, MITA, HIDA, state device manufacturing associations and their companies – Business Groups: NAM, Chamber, NFIB – Specialty Docs – Patient Groups
• Coordination Meetings – Legislative Strategy – Editorial Board/Op-ed coordination in key states – Advertising – Events in key states and districts
Device Tax Repeal
Possible Vehicles
– Budget Conference • December 13 • Inclusion of policy – CR/Debt Ceiling • Jan 15-CR • Feb 7-Debt Ceiling – Tax Reform – End of Year Package • Must pass items: Extenders, SGR, Farm Bill
Questions?
Leah Kegler
Leah Kegler is a Vice President for Government Affairs at the Advanced Medical Technology Association (AdvaMed) where her primary focus is working with Capitol Hill and patient & provider organizations on repeal of the device tax as well as regulatory and payment issues that affect the medical technology industry. Previously, she served as an Associate Director with the National Economics Council at the White House where she worked on health care financing policy. Prior to her work with the NEC, she was the Director of Partnership at the Centers for Medicare & Medicaid Services and played a significant role in the development and execution of the outreach and education campaign during the implementation of the Medicare drug benefit. She served as a health policy advisor to the Senate Committee on Finance’s majority staff during the writing and negotiating of the Medicare Modernization Act of 2003. Her work with the Committee focused on the low-income Medicare drug benefit, the Medicaid program, and child welfare programs. Ms. Kegler earned a masters degree from the LBJ School at the University of Texas and attended Purdue University for her undergraduate degree.
Association Law
Association Law: It’s Not the Same Old Song
Jed R. Mandel, JD Partner Chicago Law Partners, LLC
American Association of Orthopaedic Surgeons Executive Directors’ Institute
It’s Not the Same Old Song
November 22, 2013
Jed R. Mandel 333 West Wacker Drive, Suite 810 Chicago, IL 60606 © Chicago Law Partners, LLC 2013 (312) 929-1960 | www.clpchicago.com Play List
. Corporate Obligations . Corporate Governance . Policies . Money Matters . Protecting Corporate Assets/Minimizing Liability
Corporate Obligations
. “Bridge Over Troubled Waters” . “Ain’t Misbehavin” “Bridge Over Troubled Waters”
. Understand the organization’s legal status . Understand the hierarchy of governance documents – Corporate statute – Articles of Incorporation – Bylaws – Policies . Recognize that changes in governance documents can have upward and downward impacts “Ain’t Misbehavin”
. Ensure all annual corporate obligations are being met – Ensure entity is in good standing in state of incorporation – Register to do business in all states of operation – Register all assumed names – Make appropriate charitable registration/solicitation filings (if conducting fundraising) – File all required annual reports Corporate Governance
. “It’s Getting Better All The Time” . “Someone To Watch Over Me” . “Don’t Let It Bring You Down” . “Ain’t Wastin’ Time No More”
“It’s Getting Better All The Time”
. Periodically review governance documents (e.g., bylaws, articles, policies) to: – Make sure organization is acting in compliance and is up to date with best practices – Take advantage of updated laws – Modernize and streamline
“Someone To Watch Over Me”
. Maintain appropriate division of authority – Members/House of Delegates – Board of Directors – Executive Committee – Other Committees – Staff . Understand role and responsibilities of board and staff . Fulfill fiduciary duties “Don’t Let It Bring You Down”
. Understand statutory requirements for board and member meetings and voting procedures – Recognize rules against proxy voting by directors – Follow requirements for taking board and member action without a meeting . Understand the use of executive sessions . Hold meetings as required, with proper notice “Ain’t Wastin’ Time No More”
. Create and maintain accurate records . Adopt and implement a policy for appropriate record retention (and destruction) . Understand the scope of association “records,” including members’ notes and files . Draft meeting minutes that include only action items, not extraneous discussions Policies
. “Carry That Weight” . “Signed, Sealed, Delivered” . “You Don’t Own Me” . “For The Love of Money” “Carry That Weight”
. Establish and implement appropriate governance policies – Document retention/destruction – Whistleblower – Conflict of Interest – Antitrust compliance – Board review of Form 990 . Establish clear policies describing the functions and powers of the Board of Directors, officers, committees and staff “Signed, Sealed, Delivered”
. Everything is negotiable . Don’t sign documents that you haven’t read or don’t understand . Obtain legal review of important contracts before they are signed . Confirm changes in writing . Don’t exceed your authority “You Don’t Own Me”
. Establish and follow rules for creating, monitoring, and licensing trademarks and copyrights . Obtain speakers’ releases/agreements . Adopt privacy and identity theft policies . Understand members’ and vendors’ intellectual property rights . Protect unauthorized use of membership information . Adopt and post website terms of use, privacy policy, legal notices (e.g., disclaimer, copyright) and listserv terms of use “For The Love Of Money”
. Keep accurate financial records . Establish effective internal financial and accounting controls and procedures . Conduct independent financial reviews, including a regular outside review or audit (depending on size) Money Matters
. “Money” . “Taxman” . “You Can’t Take That Away From Me” “Money”
. Understand the organization’s tax status . Dues are not deductible as a charitable contribution . Understand unrelated business income . Manage, minimize or avoid unrelated business income tax (UBIT) issues . Sales tax exemptions are not automatic “Taxman”
. Be prepared to accurately and fully complete Form 990 (Hint: read the instructions!) . Facilitate Board review of 990 . Role of an Audit Committee . Public availability of 990 and other governance documents . Role of staff vis-à-vis outside auditors “You Can’t Take That Away From Me”
. 501(c)(3) organizations: – Monitor extent of lobbying (if a 501(c)(3)) – Register under state charitable solicitation laws – Follow charitable substantiation and quid pro quo requirements – Avoid excess benefit transactions Protecting Corporate Assets / Minimizing Liability
. “I Say a Little Prayer” . “Why Can’t We Be Friends” . “Gimme Shelter” . “Communication Breakdown” “I Say a Little Prayer”
. Establish policies on who can speak or act on behalf of the organization . Control use of official letterhead, name and trademarks . Minimize exposure for activities of local chapters or affiliated entities . Use care with the use of the organization’s name “Why Can’t We Be Friends”
. Adopt policies governing relationships with: – Chapters – Subsidiaries – Affiliated organizations “Gimme Shelter”
. Implement programs to manage risk and minimize exposure . Obtain indemnification where possible and minimize indemnification of others . Use releases, waivers and disclaimers where reasonable . Consider obtaining insurance for risks that can’t be avoided . Comply with federal, state and local raffle, contest, and giveaway laws and regulations “Communication Breakdown”
. Review publications for possible libel or for infringement of others’ intellectual property . Require listserv user agreements and monitor listservs . Be aware of HIPAA compliance and confidentiality requirements . Understand the rules for communication by fax and e-mail and implications of social media “Dazed and Confused”
. Conclusions and Questions . Thanks for Listening!
Jed R. Mandel Member
Phone: (312) 929-1960 Fax: (312) 572-6684 E-mail: [email protected]
Jed R. Mandel is a founding Member of Chicago Law Partners, LLC. Jed is a frequent lecturer and author on association-related topics and is a regular contributor to association magazines and newsletters.
Jed has extensive experience in representing not-for-profit organizations and is general counsel to more than 100 trade associations and professional societies. His practice includes counseling associations on tax, antitrust, corporate governance, contract, liability, insurance, healthcare, certification and credentialing, meeting and convention and other related matters. In addition, Jed has appeared before Congress, state legislative bodies and various state and federal agencies advocating positions on behalf of client associations.
As part of his work on behalf of the not-for-profit community, and as General Counsel to the Association Forum of Chicagoland, Jed was the principal author of recent amendments updating and modernizing the Illinois Not For Profit Corporation Act.
Jed is a member of the American Bar Association, the Association Forum of Chicagoland, and a charter member of the American Society of Association Executives’ Legal Section (and currently serves as Vice-Chair of its Legal Section Council). Jed is the General Counsel for the Association Forum and was awarded its Associate Member of the Year Award for his contributions to the Chicago association community.
Jed has been selected by his peers for inclusion in The Best Lawyers in America.
Jed earned his J.D. from Northwestern University in 1977. In 1974, he graduated, with honors, from the University of Michigan with a B.A.
Jed was admitted to the Illinois bar in 1977.
Washington Update
Washington Update
Graham Newson Director, Office of Government Relations American Association of Orthopaedic Surgeons
WASHINGTON UPDATE Office of Government Relations
Graham Newson Director, AAOS Office of Government Relations Office of Government Relations What We Do
• Goal: Proactive and Effective Advocacy
• AAOS Advocacy seeks to promote and represent the viewpoints of the orthopaedic community before Federal and State legislative, regulatory and executive agencies. What We Do
• In 2012 AAOS – Made over 540 Congressional visits – Wrote over 40 letters to Congress and the Administration
• Testify Before Congress • Provide State Advocacy Services • Comment on Proposed Regulations Involving Orthopaedic Practice Outreach
• Advocacy Now
• AAOS in the States
• BOS Washington Update
• Orthopaedic PAC Report
• OGR Website
• Action Alerts Fundraisers
• Thus far in 2013:
– The Orthopaedic PAC has hosted 22 Congressional fundraisers for targeted Members of Congress bundling a total of $309,000.00 for the beneficiaries.
– Twelve events have been held for Democratic members and ten events for Republican MOCs in AAOS’ Office of Government Relations.
– Notable beneficiaries include, Finance Chair Senator Max Baucus, Senator Charles Schumer, W&M Chairman Dave Camp, E&C Chairman Fred Upton, W&M Health Subcommittee Chair Kevin Brady, E&C Health Subcommittee Chair Joe Pitts. Welcome Back Congress Reception
• Guests: 98; Members of Congress: 19 The Political Environment on Capitol Hill
• Continuing Resolution (Budget Deal or Government Shut-down? January 15) • Debt Ceiling (February 7) • Sequestration • Affordable Care Act • Immigration Bill • Farm Bill • Tax Reform • 2014 Congressional Election Efforts to Repeal the Sustainable Growth Rate (SGR)
• The Congressional Budget Office (CBO) reported that freezing physician’s Medicare reimbursement and preventing SGR-related cuts for 10 years would cost $139 billion.
• That’s $100 billion less than previously estimated.
• Without action on the SGR, reimbursement will be reduced about 25% in January 2014. SGR Repeal – Congress Begins to Take Action
• The Energy and Commerce Committee on 7/31/2013 passed HR 2810 “The Medicare Patient Access and Quality Improvement Act” (Rep. Mike Burgess R-TX) on a bipartisan vote (51-0) (Note: No pay-for yet identified)
• The House Ways and Means Committee and the Senate Finance Committee have produced a proposal as well.
AAOS Action on SGR
• Featured SGR as one of the 3 major issues for the 2013 NOLC;
• We continue to work closely with the relevant Congressional Committees;
• AAOS has testified, submitted comments and continues to communicate with key Hill Members and staff Quality Metrics – AAOS Efforts
• Clinical Practice Guidelines
• Appropriate Use
• Performance Measures (Committee on Performance Measures) Quality/Advocacy
• Quality/Advocacy Project Team
• Orthopaedic Quality Institute
• Fall Meeting Symposium – Quality/Advocacy Protecting In-Office Ancillary Services (IOAS)
• Estimated Savings with a ban on IOAS: – GAO Report: $1.1 billion over 10 years – President’s Budget: $6 billion over 10 years – CBO Score: $1.8 billion over 10 years Legislative Threat
• HR 2914, “Promoting Integrity in Medicare Act of 2013” Rep. Jackie Speier (D-CA)
• 2 cosponsors (Rep. Jim McDermott (D-WA) and Rep. Dina Titus (D-NV)
• HR 2914 removes advanced imaging, anatomic pathology, radiation therapy and physical therapy from the in-office ancillary services exception
• In Energy and Commerce Subcommittee on Health Opposition: AIM Coalition (Alliance for Integrity in Medicine)
• American College of Radiology • American Clinical Laboratory Association • ASTRO (Radiation Oncologists) • American Society for Clinical Pathology.
AAOS ACTION
• Wrote letter to Rep. Speier opposing HR 2914;
• Commissioned economic study of the effect of physician ownership on utilization of imaging services (Oxford Outcomes);
• Grassroots call to action last fall;
• Held Webinar in February (560 registrants) AAOS ACTION Continued
• Grassroots call to action targeting Nevada (Reid), Utah (Hatch), Iowa (Grassley), and Montana (Baucus) in spring;
• Hired Consultant Susan Walden to assist with Finance Committee efforts;
• Using Media as appropriate (Ad in Politico Pulse during NOLC);
• IOAS was one of the priority issues at NOLC AAOS ACTION Continued
• Working with Coalition for Patient-Centered Imaging: American Academy of Neurology, American College of Cardiology, American Congress of OB/GYN, American Urological Association, 12 others;
• Council on Advocacy ‘Fly-In’;
• Continue to ‘work’ key Committees: Senate Finance, House Energy and Commerce, and the House Ways and Means Committee;
Medical Liability Reform
• AAOS Supports
– Placing time tested, reasonable limits on non-economic damages, such as the successful reforms in CA and Texas;
– Exploring alternatives, including health courts;
– Ensuring that nothing in the Affordable Care Act creates a new cause of legal action Appropriations
• H.R. 2397, sponsored by Rep. CW Bill Young (R-FL) provides sustained funding for the Peer- Review Orthopaedic Research Program in the amount of $30 million.
• The Senate Appropriations Committee has assured the AAOS OGR that it will work with the House Appropriations Committee to provide funding for PRORP when the House and Senate work out a final appropriations bill in conference. Anti-Trust Reform
• Rep. John Conyers (D-MI) will be the Democratic Lead Sponsor of “The Quality Health Care Coalition Act” when it is reintroduced in the 113th Congress.
• The Quality Health Care Coalition Act allows physicians to engage in contractual negotiations with a health plan for the delivery of health care services without fear of federal prosecution.
• The AAOS Office of Government Relations is working with Rep. Conyers to identify a Republican Lead Co-Sponsor. Priority State Issues
• Scope of Practice – Chiropractic Scope of Practice – Podiatric Scope of Practice – Physical therapist Scope of Practice
• Medical Liability Reform – Caps on Damages – Non-traditional liability reforms Regulatory Advocacy
Physician Quality Reporting System (PQRS):
This Program seeks to measure physician performance by requiring doctors to submit data on several performance measures of their choosing. The hassle is in completing the measures for dozens or hundreds of patients per physician, and that if physicians do not participate they will see a 1.5% payment reduction starting in 2015, but based on participating in 2013.
Audits:
RAC (Recovery Audit Contractor) and MAC (Medicare Administrative Contractor) audits pose a threat of having to pay back a Medicare reimbursement that has been deemed “improper”. Being able to respond to an audit means a large record keeping burden for physicians, and the look-back period for auditors has been proposed to be extended to five years. Physicians and their staff have to invest a considerable amount of time in tracking claims for denials and responding to denials with additional notes and records. Regulatory Advocacy, Continued
EHR Meaningful Use Stage 2:
Meaningful use Stage 2 ramps up significantly the requirements from Stage 1, including reporting for quality measures, for which there are insufficient measures appropriate to current orthopaedic care and meaningful use criteria that are more appropriate for primary care than specialty care.
In addition, there are an insufficient number of certified electronic health record (EHR) vendors that can implement qualifying EHR systems meeting Stage 2 requirements for eligible providers (which includes physicians) with backlogs that can range from 6 to 9 months in some cases.
With Stage 2 requirements being imposed on eligible hospitals in FY 2014 and eligible providers in CY 2014, there will be many providers and hospitals that will not be able to meet Stage 2 requirements in time even if they are committing funds and staff resources to transition to an EHR system. ICD-10
• The adoption of ICD-10 codes is slated to begin in October, 2014
• ICD-10 contains about 5 times as many codes as ICD-9 (64,000 codes vs. 13,000)
• CMS Estimates: Cost to be about 3% of revenue per practice, so a $1 million/year practice may spend about $30,000
• AAOS Action: Supports HR 1701, “The Cutting Costly Codes Act of 2013” Rep. Ted Poe (R-TX) HR 1701 prohibits implementation of ICD-10. 21 cosponsors Centers for Medicare and Medicaid Services (CMS)
• Key Issue: CMS considering cuts in Medicare reimbursement for hip and knee replacements;
• These procedures were not included in the proposed rule released in July 2013, so there was no opportunity for public comment;
• AAOS President Joshua Jacobs,MD made 3 visits to CMS to meet with officials; and went to Capitol Hill as well;
• We are working with Rep. Tom Price (R-GA) and others. Value of Orthopaedics
• The Office of Government Relations worked closely with the AAOS Department of Public Relations on an ad campaign concerning the value of orthopaedics;
• We targeted Capitol Hill for this Ad effort, placing the ad in Politico, Roll Call, The Hill and CQ Weekly;
• Received very good feedback from Members and their staff.
Affordable Care Act Implementation
• Coming in 2014:
– Individual Requirement to have Insurance; – Expanded Medicaid Coverage; – Health Insurance Exchanges; – Health Insurance Premium and Cost Sharing Subsidies; – Employer Requirements. Independent Payment Advisory Board (IPAB) • The Affordable Care Act (ACA) established the Independent Payment Advisory Board to reduce the rate of growth in Medicare spending.
• AAOS supports H.R. 351, “The Preserving Senior’s Access to Medicare Act” (Rep. Phil Roe, MD) Cosponsors: 192 (Bipartisan) It will repeal the IPAB
• Senate version: S. 351, Senator John Cornyn (R-TX) Cosponsors: 36 Washington Update
Thank You
GRAHAM NEWSON
Director – AAOS Office of Government Relations
Graham Newson is the Director of Government Relations for the American Association of Orthopaedic Surgeons. He oversees the work of the Office of Government Relations in legislative, regulatory and advocacy arenas in order to carry out the mission of the American Association of Orthopaedic Surgeons.
Graham has many years of experience in advocacy in Washington D.C. After receiving his MA degree in political science from Georgetown University, he went on to work on Capitol Hill and became Legislative Director and then Chief of Staff to the Honorable James H. Scheuer, Member of Congress from New York.
Following that, he worked for 16 years in the Washington D.C., Federal Affairs Office of the American Academy of Pediatrics (AAP), serving for the last 7 of those years as the Director of the Department of Federal Affairs. In that role, Graham was responsible for the day-to-day operation of the department and for oversight of the AAP’s legislative, regulatory and public affairs strategies and initiatives.
From 2005 until 2010, Graham lived in Maine and served as the Executive Director of the Maine Association of Area Agencies on Aging in the state capital of Augusta. In this capacity, he directed all operations of the organization, provided statewide leadership on aging issues, and advocated for Maine seniors at the federal, state and local levels.
Graham and his wife Cathy live in Fairfax, Virginia.
Manager’s Survival Kit
Association Manager’s Survival Kit
Ron M. Rosenberg President QualityTalk
AAOS Executive Directors Institute Association Manager’s Survival Kit
Ron Rosenberg
November 22, 2013
Ron Rosenberg is a nationally recognized, award-winning expert on marketing and customer service and a winner of the prestigious “International Marketer of the Year” award at the International Marketing Summit.
He has authored numerous books and learning systems, including his Business Self-Defense 90-Day Implementation Fast-Track Program that will help you discover how to completely re- energize your marketing efforts and put you on the fast track to more new customers and more revenue than ever before!
Over 18,000 people have subscribed to his Tricks & Tales newsletter. His expert commentary has been featured in The New York Times and The Washington Post, and in Smart Money and Real Simple magazines. He has been a guest on nationally syndicated radio shows including ABC Radio, Dateline Washington, and The Gary Nolan Show.
Ron is sought after to present keynote and breakout sessions, training programs, and corporate retreats. His client base reads like a who’s who list of small businesses, corporations and associations, including Ace Hardware, Dow Chemical, Sumitomo Electric, The US Department of Defense, and The American Society of Association Executives.
For a free 2-month trial membership to Ron Rosenberg’s Business Self-Defense® Inner Circle, visit www.BusinessSelfDefenseOffer.com.
For information on keynote, breakout or training programs, visit www.qualitytalk.com. Or you can call us at 800-260-0662 to speak with our staff about having Ron present at your next event.
Phone: 800-260-0662 Fax: 888-203-2750 www.RonsBusinessCoaching.com [email protected]
______
Exercise #1: What will you do to make sure you create the best possible mindset for success? ______
______
Exercise #2: How will you position yourself to be truly unique, connect with your audience, and stand out from the competition? ______
______
Exercise #3: What can you do to create an empowering, productive, and energized work environment? ______
______Association Manager’s Survival Kit 2 American Academy of Orthopedic Surgeons Ron Rosenberg, President, QualityTalk, Inc. Copyright 2013 QualityTalk, Inc. 800-260-0662, [email protected] All rights reserved. Exercise #4: What patterns and cycles are affecting your business and how can you utilize this knowledge to get tangible results? ______
______
Exercise #5: What are the key benefits you offer and how can you position them effectively for maximum response? ______
______
Exercise #6: How will you manage your available resources to build a platform for continued success? ______
______
Exercise #7: What will you do in the next seven days to take action on what you’ve learned today? ______
Copy Doodles: www.qualitytalk.com/copydoodles Smartsheet: www.qualitytalk.com/smartsheet Infusion: www.qualitytalk.com/infusion oDesk: www.qualitytalk.com/odesk Webinars: www.qualitytalk.com/webinar Outsourcing: www.qualitytalk.com/outsource
Association Manager’s Survival Kit 3 American Academy of Orthopedic Surgeons Ron Rosenberg, President, QualityTalk, Inc. Copyright 2013 QualityTalk, Inc. 800-260-0662, [email protected] All rights reserved.