Board of Directors Compliance

Board Member Conduct Review Procedures

 

The NESO Board of Directors shall accept the following Board Member Conduct Review Procedures. All members of the NESO Board of Directors shall acknowledge their recognition of these Procedures on an annual basis.

BOARD MEMBER CONDUCT REVIEW PROCEDURES

Introduction

A. Background. The Code of Ethics (the “Code”) of the Board of Directors of the Northeastern Society of Orthodontists (“NESO”) serves as a code of conduct for members of the Board in their capacity as Board members. Members of the Board affirm their endorsement of the Code, and acknowledge their commitment to uphold and adhere to its principles by accepting membership on, and continuing as a member of, the Board. Violations of the Code may result in sanctions imposed under these Conduct Review Procedures (“Procedures”). These Procedures are intended to augment further any related provisions of the AAO’s Bylaws (including, but not limited to, Article X). To the extent any conflict exists between these Procedures and the AAO or NESO Bylaws, the Bylaws shall control.

B. Basis for Violation. The grounds for disciplinary action are one or more violations of any provision of the Code, or any other conduct deemed inappropriate by the Board of Directors (each, a “Violation”). Multiple alleged Violations of the Code may be consolidated, at the discretion of the Chair (defined below), into a single Complaint (defined below).

C. Application. These Procedures shall apply to all complaints, allegations, inquiries and submissions involving an actual or potential Violation (hereinafter, whether one or more, referred to as a “Complaint”) received by NESO about a Board member, whether initiated by another Board member, an officer, employee, member, or agent of NESO, or any third party.

Effect of Actions Hereunder. Actions taken under these Procedures do not constitute enforcement of any law, rule or regulation; however, referral to appropriate federal, state or local agencies may, at the discretion of the Board, be made about a Board member’s conduct in appropriate situations. Persons bringing a Complaint are not entitled to any relief or damages by virtue of this process, although they may be given notice of the actions taken in the manner provided herein.

Impermissible Complaints. Complaints that are essentially of a commercial nature (such as claims alleging defamation by or unfair business practices of a competitor), or primarily requesting relief of a judicial or legal nature, may not be considered under these Procedures.

II. Development and Administration of Procedures

A. Authority. The Executive Committee of NESO is responsible for the administration of these Procedures, and the Executive Committee has the authority and jurisdiction to administer these Procedures on behalf of the association. The Immediate Past President shall be responsible, on behalf of the executive Committee, for ensuring that these Procedures are implemented and followed in the capacity of Chair. If, for any reason, the Immediate Past President is unable or unwilling to serve as Chair, the President-Elect shall so serve. If, for any reason, the President- Elect is unable or unwilling to serve as Chair, the Executive Committee shall, by majority vote, appoint a member from among its ranks to serve as Chair who shall not be either the Immediate Past President or the President-Elect.

B. Indemnification. All Board members, NESO employees, and other individuals engaged in investigations or decisions on behalf of NESO with respect to any Complaint under these Procedures are indemnified to the fullest extent permitted by applicable law, and shall be held harmless and defended by NESO, against any liability arising from such activities, as long as such individuals act in good faith and with reasonable care, without gross negligence or willful misconduct, and do not breach any fiduciary duty owed to NESO.

C. Conflicts of Interest. No individual who, directly or indirectly, has any personal or other conflict of interest shall be permitted to participate in the matter to be reviewed. The determination as to whether such conflict of interest exists shall be determined by the Executive Committee in its sole and absolute discretion. Any such involvement or connection shall be immediately disclosed by the affected individual to the Executive Committee.

III. Complaints

A. How Made. A Complaint may be made or initiated by any person to any member of the Executive Committee.

B. Retaliation Prohibited; False Complaints Prohibited. Direct or indirect retaliation of any kind by the NESO, or its officers, directors, employees, members, or agents, against any individual that make, initiates or is involved in the making of a Complaint is strictly prohibited. Similarly, a Complaint made with knowledge of its falsity, in whole or in part, is strictly prohibited.

C. Preliminary Review; Insufficient and Frivolous Complaints. Upon receipt and preliminary review of a Complaint, the Chair may conclude, in the Chair’s sole and absolute discretion, that it: (1) contains unreliable or insufficient information, or (2) is patently frivolous or trivial. In such cases, the Complaint will not constitute an actionable Complaint that would justify bringing it before the Executive Committee for determination, it shall be dismissed without prejudice, and written notice of the same to the complainant, if known, of such action shall be provided by the Chair. All such preliminary dispositions of Complaints by the Chair shall be immediately reported in writing to all members of the Executive Committee. Any such Complaint may be re-initiated at any subsequent time pursuant to these Procedures.

Actionable Complaints. If a Complaint is determined by the Chair on a preliminary basis, in the Chairman’s sole and absolute discretion, to be a potentially actionable Complaint, written notice shall be provided to the accused Board member, which shall advise such Board member that an investigation of the matter will be initiated. The Chair shall also provide written notice to the complainant, if known, that the Complaint is being reviewed by the Executive Committee.

IV. Review of Complaint by the Executive Committee

A. Investigation. As to all actionable Complaints, the Chair shall authorize an investigation into its specific facts and circumstances to whatever extent is necessary to allow the Executive Committee to determine whether a Violation has occurred, and if so, the sanction that should be imposed. The Executive Committee may be assisted in the conduct of its investigation by NESO staff, AAO legal counsel, and/or outside experts, provided that such individuals agree to maintain the complete confidentiality of the investigation. Both the complainant, if known, and the accused Board member may also be contacted by the Executive Committee or its agents for additional information with respect to the Complaint.

B. Determination of Actionable Complaints. The Executive Committee shall then determine whether the Complaint warrants the bringing of charges under these Procedures against the accused Board member. If the Executive Committee concludes that charges should be brought, it shall prepare a written report explaining the alleged Violation. If the Executive Committee concludes that no charges should be brought, it shall dismiss the Complaint without prejudice and notify the accused Board member and the complainant, if known, of the same in writing. All such dispositions of Complaints shall be immediately reported in writing to all members of the Board.

C. Reporting Violations of Law; When. Regardless of whether charges are brought, the Board should determine whether the matter should be referred to any legal authority or agency as a result of any actual or potential violation of any law or regulation, and, if so, should promptly refer the matter as warranted.

D. Notification to Accused Board Member of Actionable Complaints. If the Executive Committee determines that charges should be brought, the Chair shall notify the accused Board member and provide such Board member a copy of the Executive Committee’s report, which shall identify the alleged Violations and the evidence supporting such Violations. The Chair shall advise the Board member in writing that a hearing will be held, and provide the Board member with the proposed date and time for such hearing. The Board member shall be further advised that he or she may request the opportunity to submit information or arguments contesting the charge in person or in writing, by submitting the same to the Chair within 30 days from his or her receipt of the notice. The Board member also shall be advised that he or she may have the right to review evidence to be presented at the hearing, that formal rules of evidence shall not apply, and that he or she may be represented by legal counsel at his or her sole expense. The Board member shall also be sent a copy of these Procedures.

E. Confidentiality. All investigations and deliberations of the Executive Committee are to be conducted in strict confidence to the extent possible, except that the Executive Committee shall be permitted to disclose any relevant information when compelled by law or to parties essential to the review and investigation of any Complaint.

F. The Hearing. The hearing before the Executive Committee must be held in person. The Chair shall preside and make evidentiary and other procedural rulings with the advice of legal counsel.

G. Waiver of Hearing. The accused Board member may waive the right to a hearing, in which case, the Executive Committee shall make its determination on the basis of the information and other evidence in its possession.

H. Determination of Violation; Notice. Upon completion of the hearing, the Executive Committee shall determine, by a two-thirds (2/3) vote of the legal votes cast (excluding the accused Board member if that member is a member of the Executive Committee),whether there has been a Violation, and whether sanctions should be imposed. When the Executive Committee finds that there has been a Violation, it also shall impose a sanction. If the Executive Committee determines that a Violation has occurred, (1) it shall prepare a written report of its findings, together with the facts supporting such findings and the sanction to be imposed; and (2) written notice of the Executive Committee’s determination and the sanction shall be provided to the accused Board member, the complainant, if known and the Board of Directors.. If the Executive Committee determines that a Violation has not occurred, the Complaint shall be dismissed with prejudice so that it may not be refiled, and written notice thereof shall be provided to the accused Board member and the complainant, if known. The Executive Committee’s decision shall be final with no right of appeal on the part of the complainant.

I. Probation When. The Executive Committee may, but shall not be obligated to and in its sole and absolute discretion, offer the accused Board member the opportunity to submit a written assurance that the conduct in question has been terminated and will not recur. If such an offer is extended, the accused Board member must promptly submit the required written assurance to the Executive Committee, and the assurance must be submitted in terms that are acceptable to the Executive Committee, including, but not limited to, any probationary period, if required by the Executive Committee in its discretion. If the Executive Committee accepts the assurance, then written notice thereof shall be provided to the accused Board member and to complainant, if known. Complaints disposed of in this manner shall be deemed to have been disposed of without prejudice.

J. Confidentiality. All examinations of the record by, and deliberations of, the Executive Committee are to be conducted in strict confidence to the extent possible, except that the Executive Committee shall be permitted to disclose any relevant information when compelled by law.

V. Sanctions

One or more of the following sanctions may be imposed by the Executive Committee upon a Board member:

A. Written reprimand to, or censure of, the Board member (combined with any probationary period, where applicable);

B. Removal of the Board member from membership on the Board in accordance with provisions of NESO’s Bylaws;

C. Suspension of the Board member from membership in one or more NESO committees or other bodies or agencies for a designated period of time; and/or,

D. Any other action the Board may deem appropriate.

VI. Resignation

If a Board member who is the subject of a Complaint voluntarily resigns (in writing) his or her membership on the Board or AAO membership at any time during the pendency of a Complaint or during the term of any imposed sanction under these Procedures, the Complaint shall be dismissed without prejudice, and the Board member who is the subject of the Complaint may not thereafter serve in any elective or appointed office within NESO. The Executive Committee may communicate the fact and date of Board member’s resignation, and the fact and general nature of the Complaint and/or the sanction that was pending at the time of resignation if required or permitted by law. Similarly, in the event of such resignation, the complainant shall be notified in writing of the fact and date of the resignation, and that the Executive Committee has dismissed the Complaint (without prejudice) as a consequence.

ACKNOWLEDGEMENT

I hereby certify that I have read and agree to be bound by the foregoing.

Signature:  

Date:         

 

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