John A Posted April 18, 2019 at 07:13 PM Report Share Posted April 18, 2019 at 07:13 PM Our association has a conflict of interest policy (adopted by the board) and we have a Rule in our governance documents that states Policy: All individuals selected for service to the Association shall be required to complete a “Potential Sources of Conflict of Interest” statement prior to assuming their duties, listing relevant connections and interests. Such statements shall be made available to members of the Association.Procedure: The Board shall approve a Professional Policy which specifies its scope, the content of the “Potential Sources of Conflict of Interest” statement and the means through which the information submitted shall be made available to members of the association. The process used to ensure that statements are completed and maintained shall be under the general supervision of the Secretary. In our association, the "Rules" are owned by the board and describe the operation of the board of directors and subsidiary committees. We have been interpreting the rule to mean that anyone that volunteers to serve as an officer, board member, or on a committee must have an up-to-date COI statement on file. This is done on an annual basis and is working well. We also have higher level by-laws that require membership vote to change, and the rules must be consistent with the by-laws. The association now has a fairly comprehensive Code of Ethics and also a Policy Against Harassment and Disruptive Behavior at Meetings, both approved by the board. The board would like to have these as part of an annual attestation. Any member that has not attested to the behavior policy will not be allowed to register for conferences of the association. Members that have not affirmed the code of ethics will not be allowed to continue as a member. At least this is what the board wants. As parliamentarian, my feeling is that forcing volunteers or members to attest to a code of ethics or behavior policy in order to remain as a volunteer or member should not be allowed without spelling it out in the governance. For the COI, we have that, but I think it needs to be done for the other policies. Am I being too strict? Quote Link to comment Share on other sites More sharing options...
John A Posted April 18, 2019 at 08:17 PM Author Report Share Posted April 18, 2019 at 08:17 PM Some additional information that might be relevant. One of the By-Laws says "The privileges and obligations of membership shall be as specified in the Articles and By-Laws. The benefits of membership shall be as specified in the Rules" and the articles of incorporation say "They shall meet ethical, academic, and scientific standards as specified in the By-Laws". Combined with the other information, it seems pretty clear to me that the board can't impose an obligation on the membership that is not spelled out in the By-Laws. For board and committees, they can impose other requirements because the By-Laws give the board the authority to spell out (in the Rules) how they operate. Quote Link to comment Share on other sites More sharing options...
Guest Zev Posted April 18, 2019 at 08:24 PM Report Share Posted April 18, 2019 at 08:24 PM 58 minutes ago, John A said: In our association, the "Rules" are owned by the board and describe the operation of the board of directors and subsidiary committees. We have been interpreting the rule to mean that anyone that volunteers to serve as an officer, board member, or on a committee must have an up-to-date COI statement on file. This is done on an annual basis and is working well. We also have higher level by-laws that require membership vote to change, and the rules must be consistent with the by-laws. I see nothing unusual in any of this. 59 minutes ago, John A said: The association now has a fairly comprehensive Code of Ethics and also a Policy Against Harassment and Disruptive Behavior at Meetings, both approved by the board. The board would like to have these as part of an annual attestation. Any member that has not attested to the behavior policy will not be allowed to register for conferences of the association. So far so good. These are internal policies adopted by the society. 1 hour ago, John A said: Members that have not affirmed the code of ethics will not be allowed to continue as a member. At least this is what the board wants. Now this is a different story. All rules that terminate a person's membership should be explicitly indicated in the society's bylaws. 1 hour ago, John A said: As parliamentarian, my feeling is that forcing volunteers or members to attest to a code of ethics or behavior policy in order to remain as a volunteer or member should not be allowed without spelling it out in the governance. The volunteering thing is a restriction on a member's participation in certain internal activities that does not take away or diminish their rights as actual members of the society. Terminating their membership, however, needs to be spelled out in the bylaws. 1 hour ago, John A said: For the COI, we have that, but I think it needs to be done for the other policies. I did not understand this. Quote Link to comment Share on other sites More sharing options...
Guest Zev Posted April 18, 2019 at 08:31 PM Report Share Posted April 18, 2019 at 08:31 PM 10 minutes ago, John A said: Combined with the other information, it seems pretty clear to me that the board can't impose an obligation on the membership that is not spelled out in the By-Laws. Yes. All obligations of membership must be spelled out in the bylaws. 11 minutes ago, John A said: For board and committees, they can impose other requirements because the By-Laws give the board the authority to spell out (in the Rules) how they operate. I agree. These are not restrictions on the right of membership and these rules may be changed by a standing rule adopted by the society and mandating or overriding any board decision in this regard. Quote Link to comment Share on other sites More sharing options...
John A Posted April 18, 2019 at 09:09 PM Author Report Share Posted April 18, 2019 at 09:09 PM (edited) 1 hour ago, John A said: For the COI, we have that, but I think it needs to be done for the other policies. 45 minutes ago, Guest Zev said: I did not understand this. I was just meaning that we only require officers and committee volunteers to fill out the conflict of interest (COI) form, and that is spelled out in the Rules that essentially govern how the board and committees work. It is not a general requirement for membership and your next response affirms that we are probably on solid ground for the COI. However, if the board wants to apply the other policies to the entire membership, it needs to be in the by-laws. 38 minutes ago, Guest Zev said: I agree. These are not restrictions on the right of membership and these rules may be changed by a standing rule adopted by the society and mandating or overriding any board decision in this regard. Edited April 18, 2019 at 09:10 PM by John A left out a word essential for meaning Quote Link to comment Share on other sites More sharing options...
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