The President of the MANP also serves as Chairperson of the Executive Committee. The President is charged with leading the Executive Committee in fulfillment of its responsibilities within the boundaries of its job description, nourishing the culture and health of the Executive Committee toward an ability to effectively communicate, collaborate, and problem solve as a team, ensure collective understanding and adherence to a governance form of Executive Committee functioning, and guiding the Executive Committee in evaluating whether the work plan is making appropriate progress toward the stated Ends Policies.
- The assigned result of the President’s job is that the Executive Committee operates consistently with its own rules and those legitimately imposed upon it from outside the organization.
- Meeting discussion content will be on those issues that, according to Executive Committee policy, clearly belong to the Executive Committee to decide or to monitor, (e.g. not the responsibility of the general membership, or the staff).
- Information that is for neither monitoring performance nor Executive Committee decisions will be avoided or minimized and always noted as such.
- Deliberation will be fair, open, and thorough, but also timely, orderly, and kept to the point.
- The authority of the President consists in making decisions that fall within topics covered by Executive Committee policies on Governance Process and Executive Committee-ED Linkage, with the exception of (a) employment or termination of an ED and (b) where the Executive Committee specifically delegates portions of this authority to others. The President is authorized to use any reasonable interpretation of the provisions in these policies.
- The President is empowered to chair Executive Committee meetings with all the commonly accepted power of that position, such as ruling and recognizing. The President will strive to achieve consensus among members on Executive Committee decisions by stimulating a thorough discussion of the issues. In the event that consensus cannot be achieved on a particular issue, a majority vote of the Executive Committee members present will decide this issue. Regardless of whether a decision is reached by consensus or by vote, all Executive Committee members are expected to support the decision and speak with one voice.
- The President has no independent authority to originate policies or substantively modify policies created by the Executive Committee within Ends and Executive Limitations policy areas. Therefore, the President has no independent authority to supervise or direct the Association Manager/Executive Director, but may inform or clarify Executive Committee policies with the Association Manager/Executive Director.
- The President may represent the Executive Committee to outside parties in announcing Executive Committee-stated positions and in stating decisions and interpretations within the area delegated to her or him.
- The President may delegate this authority as permitted by other limitations and policies, but remains accountable for its use.
The Vice-President may be delegated by the President to perform her/his duties in the event of any temporary disability or absence of the President from meetings, and shall have such other duties as the President or the Executive Committee may assign. The Vice-President shall, prior to becoming President, propose to the Executive Committee for their approval, all committee and other appointments appropriate for her/his administration. The Vice-President shall become President following the end of the term of the outgoing President
- Participate as a member of the Executive Committee of the Association.
- Assist the President in performing those duties he or she assigns and to prepare for the following year as President by working closely with the President and other officers.
- Assist the President in accomplishing the purposes and goals of the Association.
- Represent MANP as an elected officer.
- Prepare for the position of MANP President.
- Serve as presiding officer in the absence of the President.
- In the months preceding becoming President, discuss with the Executive Committee and staff the program themes and initiatives for the Presidential term.
- Act as Executive Committee Governance Steward for the Executive Committee.
The Treasurer, on behalf of the Executive Committee and in collaboration with the consulting accountant, shall be responsible for obtaining and interpreting financial reports, assessing the need for external audits, and informing and alerting the Executive Committee of any threats to the fiscal integrity to the organization. The Treasurer is also responsible for oversight of the Executive Committee’s own budget, should such budget exist. The Treasurer shall make a report at the annual meeting about the fiscal status of the Association, or when called upon by the Executive Committee to do so. The funds, books, and vouchers of the Association shall, with the exception of confidential reports submitted by members, be subject to verification and inspection by the Executive Committee.
- On behalf of the Executive Committee, oversee management of MANP finances, financial record keeping and reporting consistent with current MANP Bylaws, Policies and Procedures.
- Assure that timely and accurate financial statements are provided to Executive Committee members on a regular basis at the Executive Committee’s regular meetings quarterly and as requested.
- Assure that tax returns, financial reports and fees are filed as required under all applicable laws and government regulations.
- Participate as a member of the Executive Committee of the Association.
- Consult with and assign tasks as appropriate to the Association Manager/Executive Director as needed to accomplish duties and responsibilities, congruent with the Association Manager/Executive Director current contract for services.
- Perform a monthly review of MANP bank accounts and a quarterly review of financial statements for accuracy and completeness.
A8 – SECRETARY
The Secretary in good faith shall: be a regular member, perform all duties incident to the office of Secretary and any other duties that the President or the Executive Committee may assign to the Secretary.
- Create and maintain one or more books for the minutes of the proceedings of the members’ and directors (except as assigned to the Executive Director
- Provide that all notices are served in accordance with these bylaws or as required by law (except as assigned to the Executive Director);
- Be custodian of the corporate records (except as assigned to the Executive Director);
- When requested or required, authenticate any records of the nonprofit association;
- Keep a current register (or as assigned to the Executive Director of the post office address of each member;
- Assume the duties of President, when the President and Vice-President are unable to act.
The Executive Committee commits itself and its members to the highest ethical, business-appropriate and lawful conduct, including proper use of authority and appropriate decorum when acting as Executive Committee members.
- Executive Committee members must have loyalty to the MANP’s membership, without conflict of loyalties to staff, other organizations, and any personal interest as a member.
- Executive Committee members must avoid conflict of interest with respect to their fiduciary responsibility.
- There will be no self-dealing or business by a member with the organization. Members will annually disclose their involvements with other organizations, with vendors, or any Associations which might be or might reasonably be seen as being a conflict.
- When the Executive Committee is to decide upon an issue, about which a member has an unavoidable conflict of interest, that member shall absent herself or himself without comment from not only the vote, but also from the deliberation.
- Executive Committee members will not use their Executive Committee position to obtain employment in the organization for themselves, family members, or close associates. Should an Executive Committee member apply for employment, he or she must first resign from the Executive Committee.
- The Sherman Act, the Robinson-Patman Act, the Clayton Act and the FTC Act are among the major federal antitrust laws prohibiting all contracts, combinations or conspiracies to restrain trade. Not-for-profit organizations which improperly deny or expel members, set standards, sponsor certification programs, endorse products or services or otherwise advantage or disadvantage individuals or organizations may find themselves in violation of antitrust laws. Even discussion of collective action, pricing or other issues, which could lessen or increase competitive advantage, can subject the association to litigation and fines.
- Organization officers and directors are responsible to manage meetings such that participants do not engage in conversation and/or activities, which violate these laws.
- Conflicts of Interest
- Montana statutes prohibit individuals using their positions in not-for-profit organizations to advantage themselves or anyone other than “the membership.” In other words, it must be the organization’s purpose and the officers’ and directors’ purposes to serve the “common good” of all or the majority of members and they must not seek to advantage him- or herself or any minority at the expense of the majority.
- Should an Executive Committee member or any agent (committee member, staff, member volunteer, etc.) find himself or herself in a conflict of interest, they must announce/acknowledge their conflict and withdraw themselves from discussion of and voting on such issues.
- Even the appearance of conflict of interest can be very divisive and problematic for an organization and people who hold positions of trust. When in question or doubt, individuals should remove themselves from circumstances, which have even the appearance of conflict of interest.
- Executive Committee members and staff who individually accept gifts, gratuities, “free” trips or other items of value from individuals or organizations seeking business from the organization are conflicted. Executive Committee members and staff who themselves receive value; business, etc. from the organization are conflicted.
- Executive Committee members and staff who hold personal beliefs, values or commitments, which are contrary to the purposes of the organization, are conflicted and should at least declare their conflict. In some circumstances these issues are characterized as “misuse of office.”
- Executive Committee members may not attempt to exercise individual authority over the organization.
- Executive Committee members’ interaction with the Association Manager/Executive Director or other staff must recognize the lack of authority vested in individuals except when explicitly authorized by the Executive Committee.
- Executive Committee members’ interaction with public, press or other entities must recognize the same limitation and the inability of any Executive Committee member to speak for the Executive Committee except to repeat explicitly stated Executive Committee decisions.
- Except for participation in Executive Committee deliberation about whether reasonable interpretation of Executive Committee policy has been achieved by the Association Manager/Executive Director, Executive Committee members will not express individual judgments of performance of any employees supervised by the Association Manager/Executive Director.
- Executive Committee members will respect the confidentiality appropriate to issues deemed by the Executive Committee to be of a sensitive nature.
- Executive Committee members will be properly prepared for Executive Committee deliberation.
Assigned Committees, when used, will be assigned so as to reinforce the wholeness of the Executive Committee’s job and purpose, and so as never to interfere with delegation from Executive Committee to Association Manager/Executive Director.
- Executive Committee members are to help the Executive Committee do its job, not to help or advise the staff. Assigned committees ordinarily will assist the Executive Committee by preparing policy alternatives and implications for Executive Committee deliberation. In keeping with the Executive Committee’s broader focus, assigned committees will normally not have direct dealings with current staff operations.
- Assigned Committees may not speak or act for the Executive Committee except when formally given such authority for specific and time-limited purposes. Expectations and authority will be carefully stated in order not to conflict with authority delegated to the Association Manager/Executive Director.
- Assigned committees cannot exercise authority over staff. Because the Association Manager/Executive Director works for the full Executive Committee, he or she will not be required to obtain approval of an Assigned Committee before an executive action.
- Assigned Committees are to avoid over-identification with organizational parts rather than the whole. Therefore, an Assigned Committee which has helped the Executive Committee create policy on some topic will not be used to monitor organizational performance on that same subject.
- Committees will be used sparingly and ordinarily in an ad hoc capacity.
- This policy applies to any group which is formed by Executive Committee action, whether or not it is called a committee and regardless whether the group includes Executive Committee members. It does not apply to committees formed under the authority of the Association Manager/Executive Director.
A committee is an Assigned Committee only if its existence and charge come from the Executive Committee, regardless whether Executive Committee members sit on the committee. Unless otherwise stated, a committee ceases to exist as soon as its task is complete. The standing committees of the Executive Committee will those called for in the MANP Bylaws, i.e., an Executive Committee.
The Executive Committee comprised of the Officers of the Executive Committee and the Association Manager/Executive Director, acts on behalf of the Association between annual meetings of the full Membership, consistent with the bylaws and Executive Committee approved policy and procedure. Actions will be recorded in minutes and circulated to Executive Committee at, or before, the next meeting of the Executive Committee for Executive Committee discussion and approval.
Role of Assigned Committee, Sub-Committee, Task Force Chair
Convenes and leads Committee meetings, sets the agenda for these meetings, submits meeting minutes and reports to the Executive Committee. Except in extraordinary circumstances where an individual has a unique and currently essential skill set, MANP Assigned Committee chairs will be regular physician members of at least one year, in good standing. Consistent with the Association’s committee policies and strategic plan, Assigned Committee chairs guide committees in their work as outlined by a scope of work and charge from the Executive Committee. Of note, other than the standing committee, Assigned Committee are rarely required and only exist to facilitate the execution of the Executive Committee’s policy making.
Role of Committee /Triad Task Force Member
Reports to the Chair and actively participates in the work of the group; provides thoughtful input to the deliberations of the group; focuses on the best interests of the association and the group rather than on personal or constituent interests; and works toward fulfilling the group’s goals.
Executive Committee Consultants and Resource Persons
Report to the Executive Committee President, dependent on task and which entity has hired consultant or resource person.
- Carries out individual assignments as outlined in the specific contract, and/or as directed by the Executive Committee President.
- Hired for the purposes of furthering and supporting the policy work of the Executive Committee of the MANP.