Section 11. Volunteer Requirements

Policy Authors

HBA Global Board

Laurie Cooke, president and CEO

Conflict of interest policy

Policy statement

A conflict of interest arises when a person in a position of authority at the Healthcare Businesswomen’s Association (HBA) may benefit financially from a decision she or he could make in that capacity, including indirect benefits such as to family members or businesses with which the person is closely associated. This policy is focused upon material financial interest of, or benefit to, such persons covered by this policy who are officers (HBA and chapter/affiliate), directors (HBA and chapter/affiliate), employees, contractors or volunteers (each, a representative” and collectively, the “representatives”) of the HBA or any of its chapters/affiliates.


Rationale/purpose

The HBA expects each representative to be constantly aware of the dangers inherent in situations that give rise to conflict of personal interests with those of the HBA.  Although complete avoidance of all conflicts of interest is not always possible, the HBA expects the kind of loyalty and ethical consciousness that will motivate an individual to recognize situations and circumstances that could produce a conflict in order to take appropriate action to address and resolve.


Procedures/process

Duty to disclose. In connection with any actual or possible conflict of interest, an interested representative must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to (a) if a representative of the HBA, to the HBA board of directors, or (b) if a representative of an HBA chapter/affiliate, to the chapter/affiliate board of directors.


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 be recused from the HBA board of directors’ or chapter/affiliate board of directors’ conversations while the determination of a conflict of interest is discussed and voted upon.  The remaining HBA board of directors or chapter/affiliate board of directors shall decide if a conflict of interest exists.


Per the procedures for addressing the conflict of interest referenced in the Mediation Committee document committee members must notify the staff liaison immediately if they have any existing relationships or interests with the parties in a particular conflict that would interfere with their neutrality, so they can be excused from that particular process. In this case, a third committee member will be appointed by the HBA CEO.


If a more advantageous transaction or arrangement not producing a conflict of interest is not reasonably possible under circumstances, the HBA board of directors or chapter/affiliate board of directors shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in HBA’s or the chapter’s/affiliate’s (as applicable) 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.


Violations/potential violations of the conflict of interest policy

Reporting of policy breaches:

  • A complaint, report or inquiry may be made under this policy on a confidential or anonymous basis.
  • The above should describe in detail the specific facts demonstrating the basis for the complaint, report or inquiry.
  • The complaint, report or inquiry should be directed to the HBA chapter care team.  

Disposition of policy breaches

The HBA chapter care team will review the complaint, report or inquiry to determine:

  • Credibility of the complaint, report or inquiry
  • Severity of offense
  • Potential course(s) of action
  • If there appears to be substance to the complaint, report or inquiry, the situation will be brought to the attention of the mediation committee

If the chapter care team finds substance to the complaint, report or inquiry, the chapter care team will present the situation and recommended course of action to the HBA mediation committee.

In the case that the Mediation Committee’s help is warranted, the following process has been designed to support the timely support of the conflict. Adjustments to this process will be made to best meet the needs of the situation.


Leaders experiencing the conflict submit relevant documentation to explain their situation to the committee (in general, this should not exceed a few pages).


A member (or members) of the mediation committee will speak with each member involved in the conflict individually (in person or via phone, skype, etc.) To understand the situation and the parties’ preferred solution.


The mediation committee will facilitate a joint session with all parties (when possible the best practice would be to meet in-person) to develop a shared understanding of the issues so the parties can identify and ideally agree to solutions and next steps.


Steps 2 and 3 may be repeated as deemed necessary by the mediation committee based on the severity of the conflict and the willingness of the volunteers experiencing the conflict to stay in the mediation process.


The mediation committee issues a written recommendation shared with all parties on how to move forward.


As the purpose of this process is to help facilitate conflict resolution, the proceedings and the recommendations are confidential to those involved. In the instance when there may be legal implications, the HBA executive committee and possibly the board of directors may need to be notified.


The mediation committee process ends with their recommendation. At that point, the volunteers experiencing the conflict are strongly encouraged to follow the recommendations of the mediation committee, and to work to implement a resolution to their conflict. The parties may decide however to progress to the existing procedures (found in Appendix II) to formally remove the volunteer board member(s).


Policy review and acknowledgement

When applying for their role, each HBA and regional/chapter/affiliate board member, officer, employee and volunteer will read the confidentiality policy and acknowledgement their agreement.


The above-referenced review/acknowledgement shall occur:

  • In the majority, during the fourth quarter, subsequent to HBA and chapter board of directors elections, and not later than January 1st of the following year.
  • Upon an individual becoming a director, officer, employee or volunteer of HBA, regardless of time of year

Access to HBA and/or chapter/affiliate documents, resources, meetings, etc. shall be denied until they have acknowledged their receipt and acceptance of these policies. 


Roles and responsibilities

HBA board and chapter/affiliate boards

  • Oversees process outlined in article V
  • Determines whether a conflict of interest exists based on information provided by relevant sources (i.e. Acknowledgement form, external sources of information)

HBA regional deputy chair/chapter operations directors

  • Records all minutes of the HBA board meetings. 
  • The minutes shall reflect a conflict of interest was disclosed, the decision of the board that confirms whether a conflict exists and whether the interested party was recused during the final discussion or vote on the business issue at hand if a conflict exists.
  • Draft/update as appropriate acknowledgement form, and attach current copy of this document in Section XI below.
  • Enforces compliance with this policy by providing clarification to questions concerning the intent and administrative processes associated with the policy.
  • Supports the HBA staff to:
    • Insure the policy and acknowledgement forms have been distributed
    • Secure completed forms in a timely manner
    • Collect and file all completed signed acknowledgement forms and maintain in the master file on an annual basis
  • Ensures the chapter/affiliate secretaries execute their duties with respect to this policy.
  • Includes awareness of potential conflicts, conflicts and complaints/reports/inquiries at the chapter/affiliate level in her/his board report(s).
  • Leads process to resolve matters escalated from chapter/affiliate board(s) to the HBA board.

HBA staff

  • Work in accordance with regional deputy chair and chapter operations director to:
    • Disseminate the policy and acknowledgement form
    • Secure executed acknowledgement forms
    • Keep HBA secretary/treasurer and chapter/affiliate secretaries apprised of individuals who have not yet executed/submitted acknowledgement form
    • In absence of completed acknowledgement form, work with relevant staff, HBA board directors, and chapter/affiliate board directors to restrict access to HBA information and resources typically available to HBA representatives.

 Further explanation/support

The HBA board of directors recognizes that to fulfill the association's responsibilities to its members and the healthcare industry at large, it is dependent upon qualified and dedicated leadership. Additionally, the US Internal Revenue Service has issued a new Form 990 annual tax return/report that must be submitted by most federal income tax exempt organizations that, to a significant extent, is an effort to gain greater disclosure and improved governance in nonprofit tax-exempt organizations. 

Because one aspect of determining qualifications is avoidance of conflicts of interest, HBA supports this conflict of interest policy.


Confidentiality policy

Policy statement

It is the policy of the HBA that its directors (HBA, regional and chapter/affiliate), officers (HBA, regional and chapter/affiliate), employees and volunteers shall not disclose, divulge, or make accessible confidential information belonging to, or obtained through their affiliation with the HBA to any person, including relatives, friends and business and professional associates, other than to persons who have a legitimate need for such information and to whom the HBA has authorized disclosure. Directors (HBA and chapter/affiliate), officers (HBA and chapter/affiliate), employees and volunteers shall use confidential information solely for the purpose of performing services for the HBA.


This confidentiality policy (this “policy”) is not intended to prevent disclosure where disclosure is required by law.


Rational/purpose

Confidentiality is a hallmark of professionalism. The directors (HBA and chapter/affiliate), officers (HBA and chapter/affiliate), employees and volunteers of the Healthcare Businesswomen’s Association, Inc. (“HBA”) shall ensure that all information of the HBA or of a third party that is obtained while performing duties for or on behalf of the HBA, that is confidential or privileged or that is not publicly available, is not disclosed inappropriately.


Scope of policy

Applies to representatives, defined as:

For / when:

Directors (HBA, regional or chapter/affiliate)

Officers (HBA, regional or chapter/affiliate)

Employees

Volunteers

Contractors


Situations in which a person representative of the Healthcare Businesswomen’s Association (HBA) may benefit financially from a decision she or he could make in that capacity, including indirect benefits such as to family members or businesses with which the person is closely associated.

This policy is focused upon material financial interest of, or benefit to, such persons covered by this policy


Who should read?

Representatives, defined as:

  • Directors (HBA, regional or chapter/affiliate)               
  • Officers (HBA, regional or chapter/affiliate)
  • Employees                                                    
  • Volunteers
  • Contractors

Procedures/process

Dissemination/Acknowledgement of Policy

Every board leader or committee member (HBA, regional and chapter/affiliate), employee and volunteer will read the confidentiality policy and sign the acknowledgement form, provided by HBA central.


Guarding confidential information

Board leaders or committee members (HBA, regional and chapter/affiliate), employees and volunteers of the HBA must exercise good judgment and care at all times to avoid unauthorized or improper disclosures of confidential information.


Conversations in public places, such as restaurants, elevators, and airplanes, should be limited to matters that do not pertain to information of a sensitive or confidential nature.


Board leaders or committee members (HBA, regional and chapter/affiliate), employees and volunteers of the HBA should be sensitive to the risk of inadvertent disclosure, including but not limited to:

  • Refrain from leaving confidential information on desks or otherwise in plain view
  • Refrain from the use of speakerphones to discuss confidential information if the conversation could be heard by unauthorized persons.

Separation from HBA

At the end of a board leader or committee member (HBA, regional and chapter/affiliate) term in office or upon the termination of an employee’s employment or a volunteer’s service, he or she shall return to HBA or destroy all documents, papers, and other materials, regardless of medium, that may contain or be derived from confidential information in his or her possession.


Compliance

Disclosure of confidential information will be viewed as a serious offense and may result in disciplinary action, up to and including:

  • Removal as a board leader or committee member (HBA, regional and chapter/affiliate)
  • Termination of employment
  • Dismissal from the volunteer position.
  • Civil lawsuits, depending on the circumstances
  • Violations/potential violations of the confidentiality policy

Reporting of policy breaches:

  • A complaint, report or inquiry may be made under this policy on a confidential or anonymous basis.
  • The above should describe in detail the specific facts demonstrating the basis for the complaint, report or inquiry.
  • The complaint, report or inquiry should be directed to the HBA chapter care team.  


Disposition of policy breaches

The HBA chapter care team will review the complaint, report or inquiry to determine:

  • Credibility of the complaint, report or inquiry
  • Severity of offense
  • Potential course(s) of action
  • If there appears to be substance to the complaint, report or inquiry, the situation will be brought to the attention of the mediation committee

If the chapter care team finds substance to the complaint, report or inquiry, the chapter care team will present the situation and recommended course of action to the HBA mediation committee.


In the case that the Mediation Committee’s help is warranted, the following process has been designed to support the timely support of the conflict. Adjustments to this process will be made to best meet the needs of the situation.


Leaders experiencing the conflict submit relevant documentation to explain their situation to the committee (in general, this should not exceed a few pages).


A member (or members) of the mediation committee will speak with each member involved in the conflict individually (in person or via phone, skype, etc.) To understand the situation and the parties’ preferred solution.


The mediation committee will facilitate a joint session with all parties (when possible the best practice would be to meet in-person) to develop a shared understanding of the issues so the parties can identify and ideally agree to solutions and next steps.


Steps 2 and 3 may be repeated as deemed necessary by the mediation committee based on the severity of the conflict and the willingness of the volunteers experiencing the conflict to stay in the mediation process.


The mediation committee issues a written recommendation shared with all parties on how to move forward.


As the purpose of this process is to help facilitate conflict resolution, the proceedings and the recommendations are confidential to those involved. In the instance when there may be legal implications, the HBA executive committee and possibly the board of directors may need to be notified.


The mediation committee process ends with their recommendation. At that point, the volunteers experiencing the conflict are strongly encouraged to follow the recommendations of the mediation committee, and to work to implement a resolution to their conflict. The parties may decide however to progress to the existing procedures (found in Appendix II) to formally remove the volunteer board member(s).

Code of conduct policy

Purpose

HBA has adopted this code of conduct (this “code”) to guide its board of directors (the “board”), officers, committee members, employees, volunteers, independent contractors, agents and other representatives, when acting on behalf of HBA, to enable it to build and continue a tradition of integrity, honor and the advancement of women’s careers in the healthcare industry


The foundation of this code consists of the following basic standards of business compliance as well as personal conduct:

  • Honesty, fairness, trustworthiness, and candor in its activities, observing the spirit as well as the letter of the law and regulations;
  • Avoidance of conflicts between personal interests and the interests of HBA, or even the appearance of such conflicts;
  • Maintenance of its reputation and avoidance of activities which might reflect adversely on HBA;
  • Integrity in dealing with HBA’s property and assets;
  • Striving to create a safe workplace;
  • Fostering an atmosphere in which equal opportunity extends to every member of HBA’s diverse community; and
  • Through leadership at all levels, sustaining a culture where ethical conduct is recognized, respected and promoted by all directors, officers, committee members, employees, volunteers, independent contractors, agents and other representatives.

It is every director’s, officer’s, committee members, employee’s, volunteer’s, independent contractors, agent’s and other representative’s responsibility to be familiar with this code and to be sensitive to any situations that may violate it. Claims of ignorance, good intentions and bad advice may not be acceptable as excuses for noncompliance.   


This code is not intended as a stand-alone policy. It does not embody the totality of HBA’s ethical standards, nor does it answer every ethical question or issue that might arise. Rather, it is one element of a broader effort to create and maintain a quality organization that gives ethical conduct the highest priority. This code will be reviewed periodically.


Directors, officers, committee members, employees, volunteers, independent contractors, agents and other representatives should:

  • Make all reasonable efforts to satisfy HBA’s constituents’ needs and concerns within the scope of HBA’s purpose, and strive for excellence and innovation and demonstrate professional respect and responsiveness to constituents, donors and others;
  • Make an effort to understand, respect and support HBA’s constituents from other cultures, exemplified by the contributions of HBA’s staff and executive leadership, and to contribute to an organizational culture that respects the diverse, individual contributions of staff and leadership;
  • Respect the confidentiality of sensitive information about HBA and its directors, officers, committee members, employees, volunteers, constituents, donors, independent contractors, agents and other representatives;
  • Comply with applicable federal, state and local laws, regulations and fiduciary responsibilities in an effort to create transparency in all of our operations;
  • For the HBA board, provide credible and effective oversight of HBA’s work without personal bias;
  • Not accept commissions, gifts, payments, loans, promises of future benefits or other items of value from anyone who has or may seek some benefit from HBA in return, other than occasional gifts of nominal value that comply with good business ethics;
  • Not use the name of HBA (or any part or abbreviation thereof) in connection with any mail campaign, telephone solicitation or other marketing initiative without the advance written approval of HBA;
  • Not use HBA’s membership information for commercial purposes;
  • Abide by the governing documents and policies of HBA and its chapters;
  • Be accountable for adhering to this code;
  • Honor HBA’s commitments and promises to the best of our abilities;
  • Appropriately acknowledge contributions from other individuals and organizations who help facilitate HBA’s goals; and
  • Advocate for all nonprofit organizations, but not for any specific initiative - being respectful to the sector as a whole.

Compliance, monitoring and reporting

The HBA board and its designees are responsible for communicating this code to HBA’s directors, officers, committee members, employees, volunteers, independent contractors, agents and other representatives and for ensuring that such individuals adhere to this code at all times. This code has been reviewed and accepted by the HBA board. The HBA board must approve any changes to, or deviations from, this code.