To ensure that board members understand their duties and responsibilities as well as the consequences for noncompliance, all NPC boards should create and approve board policies as well as affirm an explicit statement of board expectations and practices.

Sample NPC Board Member Policies

Conflict of interest. The NPC board firmly believes that no individual should benefit personally or professionally from decisions of the board. Nor should they benefit from the activities of the organization at the expense of the greater good of the NPC. Therefore, in addition to the federal conflict of interest regulations that each board member must sign on an annual basis, all board members must disclose any conflicts of interest. Board members that incur potential conflicts of interest must recuse themselves from discussion and voting on the matter. The remaining members of the board will determine how to manage the potential conflict.  (Sample conflict of interest policy)

Code of conduct. Board members will ascribe to the following:

• Regularly attend board meetings
• Thoughtfully prepare for and participate in discussions
• Vote independently
• Respect all individuals and opinions
• Conduct business in a professional and ethical manner
• Be receptive to new ideas
• Avoid self-interest or self-dealing

Confidentiality. Information that is distributed and discussed during board meetings will be kept confidential.

Compensation. In accordance with VA Handbook 1200.17, it against federal law for the board to compensate any VA statutory member for services to the NPC (Medical Center Director, Chief of Staff, and ACOS R&D or Education). However, the board shall provide  non-VA-statutory board members with a modest payment for their service on the board.

Expense reimbursement. Board members will be reimbursed for travel and meeting expenses associated with governance of the NPC (i.e., board training, governance books, etc.).

Meeting attendance. Board members are expected to attend all board meetings.

Indemnification. To the extent allowed by law, officers and directors will be protected from personal liability for actions taken by the board and its employees. Such protection shall be provided by purchasing and maintaining proper insurance coverage (i.e., Directors’ & Officers [D&O] and general liability insurance).

Recruitment, training and self-assessment. The board understands and respects that demands on nonprofit boards are constantly changing and that the board is responsible for recruiting, training and orienting board members. On a regular basis, the board will undergo activities to improve board governance and to evaluate the board as a whole and as individual members. In addition, the board will make every effort to recruit qualified new members.

Diversity. The board will ensure that its composition is adequately diverse in its breath of skills, knowledge, backgrounds and experiences.

Removal from office. Any non-statutory director may be removed from the board if he/she fails to abide by the articles of incorporation, bylaws, VA regulations, policies of the board or any federal and state laws.

Nepotism, fraternization. To avoid possible conflicts of interest and to achieve high ethical standards, no member of the board may hire or cause to be hired, nor supervise, any relative or other close relation. Hiring decisions (employees and consultants) will be based on the organization’s need and the individual’s knowledge, experience and ability.

Public relations. The board will provide a united front to the public. In the event that relations with the media become necessary, the board will form a media committee. The committee will consist of the chair, executive director, selected board member(s) and key staff member(s). The committee will appoint one individual to be the spokesperson for the organization and will develop a strategic plan to provide and focus information from the NPC. Any inquiries from the public will be forwarded to the designated spokesperson.

Sample NPC Board Member Expectations and Practices

Relevant Federal Consideration

Federal ethics regulations prohibit federal employees from serving on boards of outside organizations in their official capacities unless there is a statutory exception such as that provided for the statutory VA members of research and education corporation boards – the Medical Center Director, Chief of Staff and ACOS Research and/or Education. Other board members who are VA employees may not conduct NPC board business during their VA tour of duty. Consequently, board meetings are held during non-duty hours.

Board Expectations

1. All board members are required to abide by the NPC’s conflict of interest policy which incorporates a disclosure form that must be signed upon appointment to the board and renewed annually.
2. The NPC board meets at least four times per year. Although the bylaws provide that up to two meetings may be conducted by conference call, all meetings are generally held in person. The dates and locations of board meetings are set by the board of directors up to one year in advance, but may be subject to change with board approval. All board members are expected to attend and fully participate in all meetings.
3. The NPC provides no compensation for service on the NPC board. However, upon submission of original receipts, the NPC will reimburse board members for travel expenses related to their board participation.
4. Board members are expected to suggest items for the agenda. Accompanying documentation should be provided to the NPC office at least three weeks before the board meeting. If possible, provide one clean copy by email, mail or Federal Express; avoid faxing documents as they are often hard to read.
5. The meeting agenda is sent to each board member’s business address by Federal Express in time for receipt at least 5 days before the meeting. If a board member will be out of the office the week before the meeting and needs to have the agenda sent to an alternative address, he/she should provide the NPC office with the alternative address. A memo with final logistics for the board meeting is always enclosed with the agenda. All board members are expected to come to meeting fully prepared to discuss items presented on the agenda.
6. In addition to determining NPC policy and activities, board members are expected to serve on NPC ad hoc committees and accept responsibility for various projects.

Meetings Practices

1. To allow for frank discussion, all board meeting discussions are considered confidential. The minutes contain only brief descriptions of items under consideration and the decisions of the board. Dissenting opinions are noted in the minutes upon request.
2. Board meetings are tape recorded only to assist in the preparation of accurate minutes. The tapes are erased as soon as the minutes have been approved.
3. NPC board meetings typically are scheduled for Mondays.
4. Whenever possible, board meetings are in the VA medical center.
5. Board meetings generally are held from 6:00 p.m. to 8:00 p.m.
6. Modest refreshments will be provided. Dress for board meetings is appropriate VA business attire.
7. Questions about any of the above may be directed to the NPC executive director or to the chairman of the board.