RECOMMENDED AMENDMENTS TO PPA BY-LAWS
ARTICLE V
OFFICERS
Section 9. Duties of the Secretary/Treasurer
The Secretary/Treasurer shall:
(a)Perform all duties assigned by the President or by the General Membership.
(b)Be custodian of funds, legal and fiscal documents and securities received in the name of this Association and sign all properly drawn checks for each item of Association expense.
(c)Present a written, detailed financial report to the General Membership and Board of Directors during the annual Session of the General Membership.
(d)Collect and deposit all monies and dues for this Association.
(e)File the Association’s appropriate annual tax return
(f)Be bonded by a surety company for a sum to be determined by the Board of Directors, the premium for which shall be paid by the Association.
(g)Keep a complete and correct list of all members.
(h)Record and distribute minutes of all meetings of this Association.
(i)Perform any other duties that are customary to the office of the Secretary/Treasurer.
(j)At the expiration of the term of office, turn over to the successor Secretary/Treasurer or to the Board of Directors all funds, books, records and property of this Association then in the custody or under control of the Secretary/Treasurer.
ARTICLE VII
ORGANIZATIONAL CONDUCT
Section 1 Policy
The Pennsylvania Paraoptometric Association requires members to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. As members representing the Association, we must practice honesty and integrity and comply with all applicable laws and regulations.
Section 2 Conflict of Interest
It is recognized that members of the Board of Directors, Committee chairpersons, and other members serving as elected and appointed volunteers are the designated leaders of this Association and are in positions of responsibility and decision making that could be in conflict with their personal interests and activities.
In order to remain above question, all members of the Board of Directors, committee chairpersons and candidates for the Pennsylvania Paraoptometric Association Board of Directors must disclose to the Association Secretary/Treasurer their and their immediate family member's private, personal or business interests in any activities, functions, stock holdings or engagements that might benefit them as a result of their duties, activities or functions as an elected orappointedofficial of thisAssociation.
Individuals should maintain a sensitivity concerning the endorsement or promotion of products or businesses while conducting business for this Association. In situations of conflict of interest, an individual with the interest may remain in the meeting room and participate in the discussion, but may not vote. The remaining individuals will vote on the issue with the result being determined by the voting criteria established in these By-laws.
Section 3 Security of Confidential Information
As a result of activities undertaken by the Pennsylvania Paraptometric Association, it is likely that members in certain leadership roles will,in the course of their duties, have access to financial, health-related or other confidential information.
It is the policy of thisAssociation to follow all federal and state laws and reporting requirements regarding the security of financial and health-related information including, but not limited to, anything covered by the Health Information Portability and Accountability Act (HIPAA), and the Red Flags Rule. While HIPAA and the Red Flags Rule are the only two rulings that appear specifically defined in this policy, that does not mean that the rules and regulations of other entities with whom this Association does business are excluded.
HIPAA is a federal law that protects confidential medical information belonging to all individuals.
The Red Flags Rule is a Federal Trade Commission (FTC) ruling that is intended to address all forms of information that has the potential to be utilized for identity theft, including but not limited to, financial and medical information. While this ruling specifically relates to entities that allow clients or customers to pay for goods or services on an extended payment schedule, it is important that any information of this type be treated with confidentiality and security.
Accordingly, to prevent the possibility of this information being utilized for identity theft or fraudulent purposes, great care must be taken in handling data which has the potential to be misused. Persons with access to banking, credit card, personal or healthcare datamust keep that information secured in such a way that it is not accessible by unauthorized persons.
Anyone suspecting that the security of confidential information held by the Association has been breached or has reason to believe that financial or medical information being presented to the Association for processing appears to be inconsistent or suspicious in nature such that it may signal identity theft or fraud must immediately report that situation along with supporting documentation, if available, to the President, who will immediately take steps to investigate and mitigate potential damage.
Section 4 Anti-Trust Compliance
Section 1. Policy
It is the undeviating policy of the Association to comply strictly with the letter and spirit of all federal and state trade regulations and antitrust laws. Any activities of the Association or Association-related actions of its officers or members that violates these regulations and laws are detrimental to the interests of the Association and are unequivocally contrary to Association policy.
Section 2. Implementation
Implementation of the antitrust compliance policy of the Association shall include, but shall not be limited to, the following:
(a)Association membership and Board of Directors meetings shall be conducted, pursuant to agendas distributed in advance to all attendees; additions to the advance agenda shall become a part of the written meeting record, discussion shall be limited to agenda items; there shall be no substantive discussions of Association matters other than at official meetings.
(b)Board of Directors meeting minutes shall be distributed to members of the Board of Directors, Local Society Presidents, Committee Chairs, and the POA Liaison promptly. General Membership meeting minutes shall be distributed to members of the Board of Directors, Local Society Presidents, Committee Chairs, and the POA liaison promptly as well as to all members attending the next General Membership meeting:
(c)All Association activities or discussions shall be avoided which might be construed as tending to:
(1)raise, lower, or stabilize fees;
(2)encourage boycotts;
(3)foster unfair trade practices, or in any way violate federal or state trade regulations and antitrust laws.
(d)Association members, officers or employees who participate in conduct which the General Membership, by a two-thirds majority vote, determines to be contrary to the Association antitrust compliance policy shall be subject to disciplinary measures up to and including termination.
Section 5 Whistleblower Policy
Any individual observing or suspectinga violation of law, ethics or organizational policy by amember must report that violation immediately to the Association President who shall serve as this Association’s Compliance Officer.
The individual filing a complaint concerning a violation or suspected violation of policy must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation of Policy. The individual reporting the violation will be treated with complete respect and the information kept in confidentiality to the extent possible that is consistent with the need to conduct an adequate investigation.A complaint may also be filed anonymously.
An investigation of the reported violation, to be carried out by the President, will follow and the reporting member will be notified of the result of the investigation within 30 days. In the event that a claim is filed anonymously, the individual making the report may contact the Compliance Office for the results of the investigation.
In the event that the President does not resolve the violation within the required timeframe or is him/herself involved in the violation or suspected violation, then the member must report the violation to the Association Secretary.
No member who in good faith reports a violation of association policies shall suffer harassment, retaliation or adverse membership consequence.Any individual who retaliates against someone who has in good faith reported a violation is subject to discipline up to and including dismissal from membership.
Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false will be viewed as a serious offense and the individual subject to discipline up to and including dismissal from membership as well as possible legal action.
Any allegations which are substantiated by the investigation will result in correction of the situation,subject to discipline up to and including dismissal from membership as well as possible legal action.
These policies are intended to encourage and enable members to raise serious concerns within the Association prior to seeking resolution outside the Association.
Nothing in this policy gives the authority to any individual to overstep the bounds of his/her position to secure documentation for submitting a complaint. Access to data within other position responsibilities may only be by the Compliance Officer or the Secretary/Treasurer if the Compliance Officer is the individual against whom the claim is filed.
ThisAssociation will periodically review these policies and, if necessary, amend them to ensure compliance with all state and federal laws including HIPAA and the Red Flags Rule.
ARTICLE VIII
Document Retention
This Association adopts the following Document Retention Policy to comply with government requirements as well as provide a record of association history.
Board meeting minutes - permanently
Association meeting minutes - permanently
Cancelled checks and bank statements – permanently
Periodic financial statements - permanently
Invoices – 7 years
Deposits – 7 years
Tax exemption determination letter from IRS - permanently
IRS tax identification number notice - permanently
Constitution & By-laws - permanently
Tax returns – 7 years
Association newsletters - permanently
Membership applications – 1 year from join date
Section 4 of Article VII above is the current Article VII. There are no changes to the Anti-Trust Compliance section; it just becomes a section within Article VII which now adds additional organizational conduct policies. The original section is included here in its entirety to give a complete picture of the amendments being made.
Current Article VIII AMENDMENTSwill be renumbered to IX and current Article IXDISSOUTION will be renumbered to X and current Article X RULES OF ORDERwill be renumbered to XI.