Arkansas Art Educators  

C  O  N  S  T  I  T  U  T  I  O  N

& BYLAWS

ARTICLE I - NAME

The organization shall be known as The Arkansas Art Educators (AAE), an affiliate of the National Art Education Association.

ARTICLE II - PURPOSE

The purposes of the AAE are to represent the art teachers of the state of Arkansas; to promote the study of the teaching of art; to help improve the conditions of teaching art; to disseminate information concerning art and art education; to encourage research and experimentation in art education; to organize and conduct conferences, programs and workshops for art educators within the AAE; to publish articles, reports and surveys; to provide information and support to art educators new to the profession; to provide a system of communications between members of the profession; and to work with others with similar goals.

As an organization, it is the purpose of the AAE to communicate the beliefs of the organization to the organized teaching profession and to the community-at-large, to strengthen the position of art as a discipline in the schools, and to affect positively the role of art in the culture.

The AAE is dedicated to the promotion of aesthetic growth performance in art.  With these goals, the organization supports art programs which provide depth and breadth of experiences in art essential to meet the needs, interest and abilities of varied individuals whom we teach.

Since it is the purpose of the AAE to be a nonprofit education organization, it shall only engage in activities consistent with its status as defined in Section 501 (c) (3) of the Internal Revenue Code of 1954 or any successor provision thereto.

 

ARTICLE III - MEMBERSHIP

Individuals professionally interested or engaged in activities concerned with, or related to, art, art education or education and who subscribe to the articles of this constitution and its bylaws are eligible for membership.

ARTICLE IV - MEETINGS

Section 1: The AAE shall meet annually for business, although conference programs may be held at the direction of the AAE Council.  The organization may elect to meet at other times for special sessions.

Section 2: AAE ELECTIVE BOARD.  The AAE Board shall meet at regular intervals as determined by the Board.  Special sessions of the Elective Board may be called by the President.

Section 3: AAE COUNCIL.  The AAE Council shall meet at the annual conference or at any other time deemed necessary by the Council or the AAE Elective Board.  Special Sessions of the Council may be called by the President.

ARTICLE V - ORGANIZATION AND GOVERNMENT Section 1: The AAE shall be organized to include state officers, an Elective Board, an AAE Council, State Divisions, Regional Divisions and Affiliated Groups.

Section 2: OFFICERS.  The officers of the Arkansas Art Educators shall be President, President-Elect, immediate Past President, Secretary and Treasurer.

Section 3: EXECUTIVE BOARD.  The Executive Board shall be composed of the officers, the State Art Specialist, and a Member-at-Large.

Section 4: AAE COUNCIL.  The AAE Council shall be composed of the officers of the organization, the Member-at-Large to the Executive Board, the Chairpersons of Standing Committees, the State Art Specialist, Regional Directors or elected representatives of the regions, the Division Directors or elected representatives of the divisions, and the Student Representative to the AAE Council.  Operational procedures shall be determined by the Council. (Amended in the spring of 1988)

Section 5: REGIONAL DIVISIONS.  Regional Divisions shall be composed of a group of counties as approved by the AAE Council.  Each division shall have a director.

Section 6: STATE DIVISION.  Division shall be made up of job-alike groups.  These shall be the Division of Elementary Education, the Division of Middle Level Education, the Division of Secondary Education, the Division of Higher Education.  Each Division shall have a Director. (Amended during the 95-96 School Year)

Section 7: AFFILIATE GROUPS. Affiliate groups of AAE members not covered as Divisions may be organized provided that they meet the criteria established by the Executive Board.

Section 8: TERMS OF OFFICE.  The term of office of the President, President-Elect, Past President, Secretary, Treasurer, Member-at-Large to the Executive Board, all elected Regional Directors, and Student Representative to the AAE Council shall be for two (2) years.  All officers shall be eligible for re-election.  All appointed officers shall be for two (2) years.  Those appointed officials shall be eligible for re-appointment.

ARTICLE VI - ELECTIONS AND APPOINTMENTS

Section 1: ELECTIONS.  Elections for President-Elect, Secretary, Treasurer, Member-at-Large, Regional Directors and Student Representative to the AAE Council shall be held in even-numbered years.  The elections shall take place after January 1 and prior to March 15 of the election year.  The officers and Member-at-Large will assume their duties on May 1 of the election year a majority of the votes cast is required for election to an office.

Section 2: NOMINATIONS.  Two (2) nominees for the offices of President Elect, Secretary, Treasurer, and the Member-at-Large shall be presented by the Nominating Committee with further nominations received from the membership.  Candidates for office in the AAE shall be members in good standing who have held membership in the organization during the previous biennium. One must have held position on the AAE council for a minimum of one full term in order to be eligible for nomination as President-Elect.

Nominating procedures for Regional Directors shall be determined by the regions.

Nominating procedures for the Student Representative to the AAE Council shall be determined by the Division of Higher Education Director

Section 3: NOMINATING COMMITTEE.  The Nominating Committee shall be composed of the President-elect, the Member-at-Large, the State Art Specialist, the Regional Directors and the Division Directors.

Section 4: VOTING.  All active members of the AAE shall vote for the President-Elect, Secretary, Treasurer, and Member-at-Large to the Executive Board.  The election shall be conducted by electronic or mailed ballot.  All ballots must be posted or mailed to the membership by January 31 of the election year and must be returned or received by March 5 in order to be validated for the election.

All active members in each Region shall vote for the Regional Director of their region.  All student members shall vote for the Student Representative to the AAE Council.

Section 5: APPOINTMENTS.  The AAE Council-elect shall meet prior to May 1 of the election year to make necessary appointments.  The appointments to be made are Youth Art Month Chairperson, Director of the Division of Elementary Education, Director of the Division of Secondary Education, and Director of the Division of Higher Education.

The President-Elect shall make appointments to the positions of Webmaster, Membership Chairperson, and Public Relations Director.

ARTICLE VII - SPECIAL COMMITTEES

Special committees may be appointed by the Executive Board, the AAE Council, the Regional Divisions  and the State Divisions to undertake special assignments.  Special committees shall be appointed on an Ad Hoc basis and shall serve no longer than the term for which they were appointed.

ARTICLE VIll - INCOME AND BENEFITS

No part of the net earnings of the Arkansas Art Educators shall inure to the benefit of any members, sponsor, donor, creator, trustee, officer, employee, or without limitation, any other private individual, or to the benefit of any corporation, organizations, any part of the net earnings of which inure to the benefit of any private individual or any substantial part of which is carrying on propaganda or otherwise attempting to influence legislation; provided, this shall not prevent payment of reasonable compensation for service actually rendered to or for the Association in its purposes.

Upon dissolution, all of the assets of the Arkansas Art Educators shall be turned over to such nonprofit, tax-exempt, charitable, scientific, or educational organization exempt from federal income taxation under Section 501 (c)(3) of the Internal Revenue Code of 1954 or any successor provision thereto as the final Executive Board of the AAE shall select.

The Arkansas Art Educators shall not divert any part of its income or corpus to any member, sponsor, donor, creator, trustee, officers, or employees by lending any part of its income or corpus without the receipt of adequate security and a reasonable rate of interest; by paying any compensation in excess of reasonable allowance for salaries, or other compensation for personal services actually rendered; by making any purchase or security of other property for more than adequate consideration for money or money’s worth; or by engaging in any other transaction which either directly or indirectly results in such diversion of its income or corpus.  The Arkansas Art Educators shall not make any accumulation of its income unreasonable in amount or duration, or use any income for purposes other than the objects hereinbefore set forth or invest income in. any manner as to jeopardize the fulfillment or carrying out of its objectives.  In general, the AAE shall not act in any way or engage in any activity which might affect its fight to full tax exemption or the right of donors to the AAE to full tax deduction of their contributions to the AAE, and the AAE shall be so operated as to be entitled to and receive all tax exemptions, federal and local, which may from time to time be granted to charitable, scientific, or educational associations or foundations.

ARTICLE IX - AMENDMENTS OF THE CONSTITUTION

Section 1: AMENDMENTS.  All proposals for amendment of the Constitution shall be presented by the AAE Council and reviewed by the Executive Board.  Such proposals shall be put in writing and submitted at least thirty (30) days prior to consideration and action.  When the proposed amendment has been passed by a two-thirds majority of the AAE Council, the proposed amendment shall be submitted to the membership by electronic ballot.  All ballots must be returned within thirty (30) days after the date of being submitted to the membership.  Two-thirds of the votes cast is required for passage of an amendment.

Section 2: PETITIONS FOR AMENDMENTS.  A petition by ten (10) or more members shall bring proposals for amendments to the attention and consideration of the AAE Council and the Executive Board.

BYLAWS

ARTICLE I - DUTIES OF OFFICERS, MEMBER-AT-LARGE, REGIONAL DIRECTORS,  DIVISION DIRECTORS, AND STUDENT REPRESENTATIVE

Section 1: PRESIDENT It shall be the duty of the President to preside at all meetings of the Executive Board and AAE Council; to preside at all general meetings; to appoint the Chairpersons and members of all standing and special committees after Executive Board approval; to serve as ex officio member of all committees; to establish through the AAE Council the professional goals and programs for the AAE to serve as representative to the NAEA and the NAEA States Assembly; to make appointments not empowered to another body of the organization; to fill vacancies with temporary officers with the approval of the Executive Board, the terms of such officers ending at the time of the regular election of officers; to approve budgeted expenditures of the AAE upon recommendation by the Executive Board; and to perform such other duties as usually pertain to the office of the President.

The President shall not succeed him/herself.

Section 2: PRESIDENT-ELECT.  It shall be the duty of the President-Elect to assume the duties of the President in the event of absence or vacancy in that office; to serve as Program Chairperson; to serve as the Executive Board’s coordinator of standing and ad hoc committees; to serve as the liaison between the AAE Council and the Program Committee and committees relating to the conference program; and to assume other duties as determined by the Executive Board.

Section 3: PAST PRESIDENT.  It shall be the duty of the Past President to assume the duties of the President-Elect in the event of absence or vacancy in that office; to assume the duties of the President in the event of absence or vacancy in the offices of both President and President-Elect; to serve as consultant and advisor to the AAE; and to perform such other duties as may be required.

Section 4: SECRETARY It shall be the duty of the Secretary to maintain minutes of the business conducted by the Executive Board and the AAE Council and to provide the officers and Council members with a copy of the minutes; to maintain minutes of the business meetings held at AAE; to notify the officers, Executive Board members and Council members of meetings; to mail and tabulate balloting; and to perform such other duties as may be required.

Section 5: TREASURER.  It shall be the duty of the Treasurer to receive and deposit all monies of the AAE in a bank approved by the Executive Board (The account shall be known as Arkansas Art Educators); to disburse funds as authorized by the Executive Board; to maintain appropriate financial records; to make regular reports to the Executive Board; to make an annual report to the membership; and to perform such other duties as may be required.

Section 6: MEMBER-AT-LARGE TO THE EXECUTIVE BOARD.  It shall be the duty of the Member-at-Large to serve on the Executive Board; to serve as a liaison between the Executive Board and the membership; to share in the work of the Executive Board and the AAE Council; to serve as Chairperson of the Nominating Committee; to serve as Chairperson of a spring/summer AAE Retreat; and to perform other such duties as may be required. (Amended during the 95-96 School Year)

Section 7: REGIONAL DIRECTORS.  It shall be the duty of the Regional Directors  to bring together those members located within their regions under a common bond within the structure of the AAE; to promote memberships within their regions; to serve as the regions’ representatives to the AAE Council; to act as the liaison between the regions and the planning of the AAE conferences; to develop a professional program of regional activities and programs; to develop a system of communication within the regions in relation to AAE; to conduct meetings within the regions deemed necessary to achieve these responsibilities; and.to perform such other duties as may be required.

Section 8: DIVISION DIRECTORS.  It shall be the duty of the Division Directors to bring together those members within their divisions in a common bond within the structure of the AAE; to provide leadership in developing a professional plan for their division; to promote membership within their divisions; to serve as the divisions’ representatives to the AAE Council; to act as the liaison between the division and the AAE conferences; to promote a system of communication within the divisions; to conduct surveys on needs and concerns of the divisions; to conduct meetings within the division deemed necessary to achieve these responsibilities; and to perform other duties as may be required.

Section 9: STUDENT REPRESENTATIVE TO THE AAE COUNCIL.  It shall be the duty of the Student Representative to the AAE Council to bring together members of the student organization in a common bond within the structure of the AAE; to provide leadership in developing a professional plan for the student organization; to develop a system of communication between student chapters; to serve as the student organization’s representative to the AAE Council; to promote new student membership and chapters in the state; to establish effective input and communication as to the needs and concerns within the student organization; to act as the liaison between the student organization and the planning of the AAE conferences; to work with existing student chapters to develop student activities at state conferences; to coordinate the nomination and election of the Student Representative-elect during the AAE elections; to conduct meetings within the student organization deemed necessary to achieve these responsibilities; and to perform other duties as may be required.

ARTICLE II - DUTIES OF THE EXECUTIVE BOARD, AAE COUNCIL, REGIONAL UNITS, STATE DIVISIONS, AFFILIATED GROUPS, AND STANDING COMMITTEES

Section 1: EXECUTIVE BOARD.  The Executive Board shall serve as the executive authority of the Arkansas Art Educators.  It shall suggest policies for consideration by the AAE Council, carry out policies, and provide such supervision as may be necessary to promote the best interests of the AAE Council, its goals, and programs.  The Board shall consider and act upon motions made by the AAE Council.  It shall consider and review expenditures and present a financial report to the AAE Council and membership.  The Executive Board shall act as a planning committee for the AAE and make recommendations to the President, AAE Council, and the membership.  The Board shall consider and make recommendations for any vacancy that may occur in the offices of the organization.

The President and Secretary shall serve as Chairperson and Secretary of the Board, respectively.

The Executive Board shall have the authority to appropriate a sum of money for the travel expenses of the President to the Western Regional and the National Art Education Association conventions, provided there is money in the treasury sufficient for such action.  In the Event the President cannot attend these conventions, one officer, with preference given to rank as listed in Article V, Section 2 of the Constitution, shall assume this responsibility.

MEMBERSHIP COMMITTEE.  The Committee on Membership shall carry on a continuous program of evaluation of the membership, encouraging new professional membership, and developing a program of membership recruitment.  The Committee shall consist of one member of the Board, the Regional Directors, and the Division Directors.  The Chairperson of this Committee and the Board Representative shall be appointed by the Executive Board.

NOMINATING COMMITTEE.  The Nominating Committee shall submit to the Executive Board for electronic mail or postal mail balloting a list of candidates for those elected officials necessary prior to January 1 of the election year.

At least 45 days before an election, the Committee shall solicit nominations for elected officials from the membership.  Such nominations shall be submitted to the Nominating Committee prior to January 1 of an election year.

PROGRAM COMMITTEE.  The Program Committee shall assist in the planning and implementing of AAE programs and activities.  It shall identify needs of the membership and recommend programs to meet those needs.  The Committee shall assist in establishing a professional program of AAE development including conferences, institutes, and other professional activities.  It shall be the duty of Committee members to share in the work of AAE programs and activities.

The President-Elect shall serve as Chairperson of the Program Committee.  Members of the Committee shall be appointed by the President after approval of the Executive Board.

ARTICLE III - ELECTIONS AND VOTING PROCEDURES

Section 1: ELECTIONS.  Elections of the AAE shall be conducted by electronic ballot or mail.  A ballot shall be available via the AAE website or mailed no later than January 31 of an election year and must be submitted or returned by March 5. A majority of those ballots returned shall be necessary for a nominee to be elected.

Section 2: VACANCY IN PRESIDENCY. The procedure established in Article 1, Section 2, may be instituted at any time during the year to fill a vacancy in the Presidency.

Section 3: VOTING.  All active members of the AAE shall vote for AAE officers and the Member-at-Large.  All active members in each region shall vote for the Regional Directors of their region, all members of the Student organization shall vote for Student Representatives to the AAE Council.

ARTICLE IV - MEMBERSHIP AND DUES

Section 1: DUES.  The amount of dues for all classes of membership in the AAE shall be determined by the AAE Council.  Membership dues can be paid at any time during the year.  Membership and its privileges shall be contingent upon payment of dues.

Section 2: AAE COUNCIL.  The AAE Council shall serve as the legislative body of the Arkansas Art Educators.  The Council shall set the dues for the organization and study and recommend to the Board legislative and policy matters for the AAE.  It shall attend to matters relating to the strengthening of the Regional Units and State Divisions in the state and serve as the liaison between the Executive Board and the Regions and Divisions.  The Council shall participate in the planning and administering of the activities of the organization; consider and present proposals for amendments to the Constitution and Bylaws; recommend Regional Unit boundaries; and recommend changes in policies and procedures for the AAE.  The AAE council-elect shall meet prior to May 1 of the election year to make the appointments empowered to the Council.

Section 3: REGIONAL UNITS.  The recognized Regional Units shall conduct a program of professional programs and activities; study problems relating to their individual areas; and inform the AAE Council of concerns, needs, and proposals relating to their regions.  They shall promote membership within their area of the state; and conduct a program of informal exchange between the Regions and the total AAE membership.  They shall assist in the planning and presentation of state conferences and other meetings held in their region.

Each Regional Unit shall have a Director.

Section 4: STATE DIVISIONS.  The recognized Divisions shall study problems relating to members of the group the Division represents; shall propose publications, institutes, and conferences which will assist members; and shall identify problems and needs, and recommend programs to meet these needs.  The Division shall promote membership within their area; develop a system of communication between the members of the Division; and serve as the liaison between the Division and the AAE.

Each Division shall have a Director.

Section 5: AFFILIATED GROUPS.  It shall be the duty of recognized affiliated groups to study problems relating to their area of concern, conduct a program of professional activities, and to inform the Executive Board of concerns, needs, and proposals relating to their particular interest.

Section 6: STANDING COMMITTEES.

PROFESSIONAL DEVELOPMENT AND PROFESSIONAL STANDARDS COMMITTEE.  The Committee on Professional Development and Professional Standards shall interpret the trends, suggest policies, investigate and suggest means for the continuous development and operation of the AAE.  It shall examine, guide and evaluate the various aspects of the art teaching profession including teacher education, graduate education, and professional ethics with the purpose of encouraging and maintaining high standards throughout the profession.  It shall establish and maintain functional relationships with other professional organizations, government agencies and foundations.  It shall relate efforts and resources on behalf of art education, and carry out other professional relations responsibilities assigned to it by the Board.

The Director of the Division of Higher Education shall serve as Chairperson of the Professional Development and Professional Standards Committee.  Members of the Committee shall be appointed by the President after approval of the AAE Council.  The State Art Specialist shall be considered a member of the Committee.

Section 7: CLASSES OF MEMBERSHIP.  Unless otherwise specified, all classes of membership are for a period of one year.  The following classes of membership are established:

1. ACTIVE PROFESSIONAL For individuals professionally engaged in the field of visual arts and/or who facilitate programs of, or related to, art education. Active Professional membership provides all the privileges of membership including the right to vote and hold office.
2. FIRST YEAR PROFESSIONAL For educators entering their first year in the field of art education. Membership is granted for one year only – on a one-time basis. First Year Professional membership provides all the privileges of Active Professional membership.
3. ASSOCIATE For individuals interested in, supporting, or involved with pursuits closely related to the field of art education. Associate membership provides the privileges of Active Professional membership except the right to vote and hold office.
4. RETIRED For individuals who are retired and no longer professionally employed in the field of art education. Retired membership provides all the privileges of Active Professional membership.
5. PRESERVICE For undergraduate students and full-time graduate students. Preservice membership provides all the privileges of Active Professional membership including the right to vote and hold office.
6. INSTITUTIONAL For one member/representative at colleges/universities/libraries/institutions directly or indirectly involved in art education. Institutional membership provides all the privileges of Active Professional membership except the right to vote or hold office.
7. HONORARY Honorary membership may be conferred upon persons who have made an outstanding contribution to art education and whose names have been approved by the AAE Council.  This membership is conferred for the life of the member.

ARTICLE V - QUORUM

Section 1: BUSINESS MEETINGS.  A quorum shall consist of the members present at any business meeting,

Section 2: ELECTRONIC MAIL VOTING.  A quorum shall consist of those ballots submitted.

Section 3: AAE COUNCIL.  A quorum shall consist of a majority of the officers and Council members.

Section 4: EXECUTIVE BOARD: A quorum shall consist of a majority of all the Board members.

ARTICLE VI - FISCAL AND ADMINISTRATIVE YEAR

The fiscal and administrative year shall extend from July 1 to June 30

ARTICLE VIl - RULES OF ORDER

Robert’s Rules of Order (Revised) shall be the authority on all questions of procedure not otherwise covered in the Constitution and Bylaws.  The President may appoint a Parliamentarian.

 

ARTICLE VIII - PUBLICATIONS

Section 1: REGULAR PUBLICATIONS.  The AAE Council shall establish, with the Publications Director, regular publications.  These publications shall be available digitally or sent to all members.

Section 2: SPECIAL PUBLICATIONS.  The AAE Council may authorize and fund special publications of a limited edition, the disposition of which shall be left to the discretion of the Council.

ARTICLE IX - AMENDMENTS

Section 1: AMENDMENTS OF THE BYLAWS.  Amendments of the Bylaws shall be proposed by the AAE Council and reviewed by the Executive Board.  Such proposals shall be put in writing and submitted at least 30 days prior to consideration and action.  A unanimous vote of the AAE Council or a two-thirds majority of the voting membership at the general business meeting shall be necessary for passage.

Section 2: PETITIONS FOR AMENDMENTS.  A petition by twenty (20) members shall bring amendments to the attention and consideration of the AAE Council and Executive Board.

ARTICLE X - ADOPTION OF CONSTITUTION AND BYLAWS

After presentation of the above Constitution and Bylaws to the membership for consideration and action, and upon the majority approval of the votes cast from the current AAE Active Membership, this Constitution and Bylaws becomes operative immediately.

Appendix A: Sample Conflict of Interest Policy.

Article I Purpose

The purpose of the conflict of interest policy is to protect this tax-exempt organization’s (Organization) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Article II Definitions

 

1. Interested Person Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

 [Hospital Insert – for hospitals that complete Schedule C If a person is an interested person with respect to any entity in the health care system of which the organization is a part, he or she is an interested person with respect to all entities in the health care system.]

2. Financial Interest A person has a financial interest if the person has, directly or indirectly, through business, investment, or family: a. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement, b. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

Article III Procedures

1.      Duty to Disclose In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

2. Determining Whether a Conflict of Interest Exists

 After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.

 

3. Procedures for Addressing the Conflict of Interest

a. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

b. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

 c. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.

-25-Instructions for Form 1023

 

4. Violations of the Conflicts of Interest Policy

a. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

b. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

 

Article IV Records of Proceedings

The minutes of the governing board and all committees with board delegated powers shall contain:

a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.

 b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

 

Article V Compensation

a. A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.

b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.

c. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation. [Hospital Insert – for hospitals that complete Schedule C

 d. Physicians who receive compensation from the Organization, whether directly or indirectly or as employees or independent contractors, are precluded from membership on any committee whose jurisdiction includes compensation matters. No physician, either individually or collectively, is prohibited from providing information to any committee regarding physician compensation.]

 

Article VI Annual Statements

Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:

a. Has received a copy of the conflicts of interest policy,

b. Has read and understands the policy, c. Has agreed to comply with the policy, and d. Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Article VII Periodic Reviews

To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

 a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.

b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

Article VIII Use of Outside Experts

When conducting the periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.

-26- Instructions for Form 1023

​Modified December 2023