Governance & Operating Procedures

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Board Member Responsibilities

Fiduciary

Volunteer Disclosure of Conflicts of Interest: Conflict of interest statements shall be distributed annually to all members holding elected or appointed office at the California Optometric Association or its entities. Any information provided in the statement of disclosure resulting in actual or potential conflict of interest should be reported to the executive director.
Attendance at the Meetings of the House of Delegates: All members of the COA Board of Trustees are required to attend all meetings of the COA House of Delegates (HOD). Members of the board should be seated with their society delegations if they are credentialed delegates or in the special section provided for them. It is expected that trustees be available to attend any Reference committee meetings of the HOD meeting.
Meetings of Affiliate Societies and Councils: Elected trustees are responsible for engaging discussion and/or attending pertinent society meetings for whom they serve as liaison. Trustees may discuss the collective actions taken by the board as a means to increase communication with the membership unless otherwise discussed in closed session.
Fiscal Responsibilities: The COA Board of Trustees has the same duties and responsibilities as any corporate board of directors, including the fiduciary and policy management responsibilities for the Association. The board sets financial policy and is responsible for the association budget, reserves and accounts. The association employs professional staff and consultants who work with the COA Finance Committee and COA secretary-treasurer to maintain the association’s day- to-day accounting records and to implement investment strategies.
Legal Responsibilities: In addition to the duties described in the association governing documents, board and committee members are also required to comply with applicable state and federal laws when acting on behalf of the association.

Duties

Duty of Loyalty: The duty of loyalty requires trustees to exercise their powers in the interests of the association and its members rather than in their own or another’s interest. It includes avoiding conflicts of interest, confidentiality, and not taking personal advantage of corporate opportunities. A director (trustee) has the fiduciary obligation to work solely for the benefit of the corporation (association). Any activity by a director to the detriment of a corporation is contrary to this duty.
When a director has a material financial interest in a transaction involving the corporation, all material facts as to the transaction and the director’s financial interest must be disclosed to the board and the interested director may not vote on the matter. If a director is a member of a board which is entering into a contract or other transaction with another corporation or association of which he or she is also a member, the material facts of the transaction and the common directorship must also be disclosed.
Duty of Care: The duty of care requires directors to be informed.
Directors are expected to attend meetings, ask questions and obtain the information they need to make reasonable decisions on issues. If a problem arises over a decision made by a board, ignorance of the facts is not an excuse. California law mandates that directors be “reasonably” informed about the corporation’s performance. Although the board is responsible for management of the corporation’s business, many of its functions can be delegated. A director must be satisfied that the corporation’s information gathering and reporting system represents a good faith attempt to provide senior management and the board with information concerning material acts, events or conditions within the corporation, including compliance with applicable statutes and regulations.
To satisfy their duty of care, the law permits a board member to rely on information provided by others as long as the information provided is within the area of expertise of the person providing the information. For example, a director can rely on information provided by accountants and lawyers. If a director relies on such information and advice in making a decision, no liability would attach even if those decisions were ultimately found to be erroneous. Decisions contrary to such advice may create legal issues. Directors are required to proceed cautiously when acting contrary to the advice of experts.
The “business judgment rule” protects directors. A court will not second-guess the decisions of a board which are taken in conformance with the general fiduciary standards of directors. In other words, the director must exercise reasonable diligence in obtaining the facts, and rely on the expert advice obtained. If honest and unbiased judgment is exercised, even decisions later determined to be wrong or injurious to the corporation are protected from liability.
Duty of Obedience: The duty of obedience requires that directors comply with the laws and governing and policy documents of the association. Trustees are expected to read and understand the COA Articles of Incorporation, the COA Bylaws, and all other guidelines and manuals of the organization.

Other

Boards must act as a unit.

An individual trustee lacks the authority to make a policy decision independent of the full board.
Board members have the obligation to carefully deliberate an issue and understand the implications of taking a course of action before casting a vote. If an action is adopted that you did not support, you are obligated to publicly support and defend the policy adopted by the full board.
Boards must concentrate on the mission and vision of the Association. In associations, committees/teams recommend, boards ratify and staff implements.
It is the role of the board to focus on policy issues and resist the temptation to micromanage.
An important responsibility of a governing board is to determine the organization’s mission and purpose and ensure effective organizational planning.
Boards must ensure organizational performance.
Board members must maintain an appropriate relationship with staff.
Boards are responsible for selecting, supporting and evaluating the executive director. The only employee of the board is the executive director. If necessary, the board is responsible for terminating the executive director’s employment with the association.
Boards must ensure adequate resources and effective fiscal management.
Boards are responsible for the effective governance of the organization.
Board members are expected to attend all board-related events.

Organization

Position Descriptions

Board Member: The COA Board of Trustees is the fiduciary authority of the California Optometric Association. As a member of the board, a trustee conducts the business of the association. In addition to those responsibilities specified in the COA Bylaws, board members:

Prepare for and participate in the discussions and deliberations of the full board
Participate in the determination of the association’s mission and establish long- and short-term goals
Review and approve recommended program plans and directions that are consistent with COA’s mission, strategic goals and objectives of the strategic plan
Monitor and evaluate the effectiveness of COA’s programs and services
Annually review and approve the association’s funding strategy and budget to ensure that the association has adequate resources to fulfill its mission
Monitor the financial status of the association and its entities
Participate in the annual performance review of the executive director and approve the terms of his/her contract based upon the recommendations of the COA Executive Committee.
Foster a positive working relationship with other board members, the executive director and professional staff
Serve as society liaison to facilitate communication between the COA board and local societies
Strive to be aware of and abstain from any conflict of interest
Encourage members to become volunteer leaders
Undertake any additional responsibilities assigned by the board of trustees

President: The president serves as chair of the board of trustees. As chair, the president, assures that the board of trustees fulfills its responsibilities for the governance of the California Optometric Association. In addition to the duties outlined in the board members’ position description and the bylaws, the president:

Partners with the executive director and the board of trustees to achieve the mission of the association
Provides leadership to the board of trustees
Helps guide and mediate board actions with respect to organizational priorities and governance concerns
Chairs the executive committee of the board of trustees
Reviews with the executive director any issues of concern to the board
Keeps the board and its standing committees focused on COA’s strategic plan
Acts as spokesperson for the board of trustees and the Association
Serves as a liaison to COA’s communities of interest including professional optometric organizations, California schools of optometry, governmental agencies and the ophthalmic industry
Appoints committee members and chairs with consultation and approval of the board of trustees
Reports all matters of significance to the annual meeting of the COA House of Delegates
Attends national, regional or state meetings determined appropriate by the board of trustees
Undertakes any additional responsibilities assigned by the board of trustees

President-elect: In addition to the responsibilities outlined in the board members’ position description and the bylaws, the president- elect:

Works closely with the president and executive director to develop and implement officer transition plans
Reviews proposed bylaws amendments and proposed resolutions to ensure their appropriateness and legality
Attends national, regional or state meetings determined appropriate by the board of trustees
Undertakes any additional responsibilities assigned by the board of trustees

Secretary-Treasurer: The secretary-treasurer serves as chair of the COA Finance Committee. In addition to the responsibilities outlined in the board members position description and the COA Bylaws, the secretary-treasurer:

Works closely with the staff director of finance and the COA Finance Committee to develop the budget and monitor the financial status of the association
Advises the board on budgetary and financial matters
Signs checks for the association
Ensures that an annual audit is conducted of the association and its entities
Reports on the financial condition of the association and presents the proposed budget to the COA HOD
Undertakes any additional responsibilities assigned by the board of trustees

Immediate Past President: The immediate past president serves as the chair of the COA Judicial Council. In addition to the responsibilities outlined in the board members’ position description, the immediate past president:

Supports and advises the president
Serves as a resource person to the board of trustees and works to assure effective participation of board members in association affairs
Undertakes any additional responsibilities assigned by the board of trustees

Executive Director: The executive director is responsible for the day-to-day operations of the association. In addition to the duties and responsibilities listed in the COA Bylaws and employment contract, the executive director:

Serves, under the direction of the board of trustees, as the chief executive officer of the association
Monitors operations for compliance with state and federal law
Effectively manages the financial, human and physical resources of the association
Maintains an efficient staff structure in order to fulfill the Association’s strategic mission, goals and objectives. Directs and manages COA staff including the hiring, compensation levels, performance assessment and, if necessary, termination of employment
Assesses staff needs and facilitates staff development
Promotes a positive working environment
Executes and administers all contracts as authorized by the board of trustees
Ensures that the COA leadership and staff have adequate and current information in order to make informed decisions
Recommends policies and procedures to the board of trustees that are intended to improve the efficiency and effectiveness of the association
Attends national, regional or state meetings determined appropriate by the board of trustees
Performs other duties as assigned by the board of trustees

Standing Committees/Teams

Authority: Standing committees/teams are constituted to perform a continuing function.
Function: Standing committees/Teams exist to carry on essential activities and recommend specific actions, programs and activities to the board of trustees that support the strategic plan of the association. The board of trustees may charge a committee to accomplish specific tasks. Standing committees/teams are the working arm of the board of trustees.
Reports: The committee/team chair, staff or board liaison is responsible for keeping the board fully informed of committee/team activities that rise to a reportable level.

Board meetings

Board Calendar

The COA Bylaws stipulate that the board of trustees must meet at least four times per year. The board meeting calendar is usually set at the post-COA House of Delegates board meeting.

Attendance

Officers and trustees are required to attend all regular and special meetings of the board of trustees. Board members are expected to attend each meeting in its entirety.
If a board member anticipates being absent from a board meeting, the individual will contact the executive director and president as to the reason. If a board member is absent three times, the Board member will be deemed to have resigned and the position declared vacant.
Since it is the policy of the COA board to hold the executive director accountable for all management of the association, the executive director may invite any staff to board meetings that can serve as a resource for issues the board will consider during the meeting.
The president may invite guests, such as, but not limited to, committee/team chairs, representatives from the schools or consultants, to attend board meeting

The COA Board of Trustees welcomes and encourages members of the Association to attend regular meetings of the board. If a member of the association wishes to attend a board meeting, he or she should notify the president and executive director so that proper arrangements can be made. Guests will be asked to refrain from taking part in the board’s deliberations except upon request from the president, who chairs the meeting. Guests are not permitted to attend executive sessions of board meetings.

Agenda

Board meeting agendas are set by the president in consultation with the executive director. Board members may request items to be placed on the agenda prior to the agenda being published and distributed.
The agenda should be set prior to the meeting to allow time to develop and distribute supporting material.
The agenda may be amended after the meeting is convened only in cases where immediate action on the item is necessary, or when the item is for the board information, and only by consensus of a majority of board members.

Pre-meeting Preparation

All matters to be considered by the board at the meeting will be included on the agenda.

Conduct of Board Meetings

The work of the COA governing board takes place in officially noticed meetings. The authority of the governing board rests in the collective group of the COA Board of Trustees.
The COA Board of Trustees may meet anytime in executive or closed session.
1. An executive session is any meeting or portion of a meeting of the board with limited attendance in order to consider an issue in a confidential manner.
2. Four subject areas defined as appropriate for executive session are:
  - Legal Matters: Confidential communications between clients and attorneys require closed session in order to maintain attorney-client privilege. Such matters can include litigation, strategy, or reports on lawsuits and contract terms.
  - Personnel Matters: It is appropriate to exclude staff from discussions involving the evaluation of the executive director’s performance or terms of the employment contract. However, the expectation is that the results of the discussion will be shared with the Executive Director.
  - Business Secrets: Discussion of information about business practices may require closed sessions.
  - Other Occasions Calling for Closed Session: The three instances outlined above cover most situations in which a closed session might be necessary. From time-to-time, sensitive material may arise that should not be widely publicized. The board should be guided by a sense of discretion in determining what information should be made public and what should remain confidential in calling for an executive or closed session.
3. All actions taken by the board in executive or closed session must be reported out in the meeting minutes by the secretary-treasurer. It is important that a board member be responsible for recording any actions taken if staff is not present.
4. Discussions in executive or closed sessions are to remain confidential.
Meetings of the COA Board of Trustees will be governed by the parliamentary rules as outlined in Robert’s Rules of Order.

Guidelines for Minutes

The primary purpose of association minutes is to create an official record of actions taken by the board during a meeting. Minutes are organized along the following framework:
- Time, date and place of the meeting
- Names of those in attendance and absent
- All official actions taken by the board
- Time of adjournment
- Notice of next meeting
It is important to keep in mind that minutes also serve as legal documents and can be subpoenaed. Therefore, board meeting minutes may be accorded significant evidentiary weight by courts and government agencies.
To protect the association, the governing board and staff, meeting minutes report what is “done” by the board and do not report the nature of debate or what is actually said by individual board members or staff.
Trustees are cautioned to refrain from taking personal notes on issues or debates since they can be considered significant documents that can be subpoenaed.

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