Welcome to the ACNM Board of Directors New BOD Orientation 2016-17 Welcome to the ACNM Board of Directors

Objectives Familiarize new BOD members with ACNMs mission/vision/goals Introduction to ACNM structure Introduction to BOD roles and responsibilities

ACNM Mission, vision, and core values

ACNM Mission ACNM works to establish midwifery as the standard of care for women. We lead the profession through education, clinical practice, research, and advocacy.  http://www.midwife.org/Our-Mission-Vision-Values

A midwife for every woman ACNM Vision A midwife for every woman

Core Values Excellence Evidence-Based Care Formal Education Inclusiveness Woman-Centered Care Primary Care Partnership Advocacy Global Outreach

strategic goal framework 2015-2020 strategic goal framework

Strategic Goal Framework ACNM’s strategic goals guide the work of the organization into strategic priorities for each year. 18 month process designing new model for ACNM strategic planning and outcome goals over next five years

ACNM Strategic Domains Supporting our Members Supporting our Affiliates National Advancement of Midwifery and Women’s Health Global Engagement Organizational Capacity

5 Core Commitments Diversification and Inclusion Leadership Development Research Interprofessionalism Communications

Launched at 60th Annual Meeting http://www.midwife.org/ACNM-Future-Focus

ACNM Organizational Structure Composition of acnm

Composition of ACNM ACNM is a complex network of individuals passionate about midwifery and women’s health in the US and globally. Over 7,000 members 53 affiliates 33 national office staff 11 board members 4 divisions with 22 sections 13 committees Number of task forces and special interest Caucuses

Volunteer Structure Many volunteer groups comprise the ACNM structure and complete a bulk of the work that ACNM does as an organization. These groups are Divisions, Sections, and Committees, and Task Forces.

Revised Bylaws, June 2015 Key Changes Term of President – 1 year President elect, 2 years President Added Governance Committee to BOD Method for dues increase based on CPI Clarity on Partner Organizations *NAME CHANGE Amendment did not pass

A.C.N.M. Foundation The A.C.N.M. Foundation, Inc. was established in 1967 as a 501(c)(3) nonprofit organization dedicated to supporting the provision of high quality maternal, newborn, and well woman health services through the practice of midwifery. Donations made to the A.C.N.M. Foundation are tax deductible, as allowed by law to 501(c)(3) organizations. ACNM is a 501(c)(6) organization, which cannot accept charitable donations. http://www.midwife.org/ACNM-Foundation

Accreditation Commission for Midwifery Education (ACME) The Accreditation Commission for Midwifery Education (ACME)* has been recognized by the U.S. Department of Education (under 'Health Care') as a programmatic accrediting agency for nurse-midwifery education programs since 1982. In 1994, ACME approved criteria to accredit direct-entry midwifery education programs; the first program was preaccredited in April 1996.  ACME currently accredits programs offering nurse-midwifery and midwifery programs. ACME is administratively and financially autonomous from the American College of Nurse-Midwives. http://www.midwife.org/acme

American Midwifery Certification Board (AMCB) The American Midwifery Certification Board (AMCB) is the national certifying body for candidates in nurse-midwifery and midwifery who have received their graduate level education in programs accredited by the Accreditation Commission for Midwifery Education (ACME). http://www.amcbmidwife.org/

ACME 39 programs including one in pre-accreditation phase 3 institutions expressed interest Over the past 5 years the number accredited programs remained the same However, from 2010 to 2014, a 24% increase in the number of students enrolled Another sister organization is ACME ---- Responsible for the accreditation of midwifery programs that meet established quality standards. Recognized by the US Department of Education (USDE) since 1982, the goals of ACME include fostering the development and improvement in the quality of midwifery education and assuring that the highest standards of professional competence are maintained. ACME accomplishes these goals through a peer review process led by the first ever, full time Ex Dir, Heather Maurer who has provided significant support to this group of VOLUNTEER leaders and support of our education programs.

Other Key Groups ACNM Fellowship (FACNM) http://www.midwife.org/ACNM-Fellowship Directors of Midwifery Education (DOME) http://www.midwife.org/DOME Midwifery Business Network (MBN) http://www.midwife.org/Midwifery-Business-Network

The work and flow of acnm ACNM Organizational Structure The work and flow of acnm

ACNM Leadership External Environmental Conditions External Events Member needs External Events External Environmental Conditions ACNM Internal Environmental Conditions Balcony level views

Achieving Success as an Organization Align activities with Strategic Goals Communication Coordination Inclusiveness Openness Transparency Engaging our members in new ways Attention to Quality Improvement Processes Financial Stability* This is how we may review or filter the inputs from the various levels Align activities with Strategic Goals Communication clarity and direction; sometimes means study mode is the decision Coordination: making Inclusiveness Openness Transparency Engaging our members in new ways Attention to Quality Improvement Processes Financial Stability*

Role & Responsibilities of board of directors members

ACNM Governance Policies Beginning in 2008, the IRS form 990 (the non-profit tax return) requires non-profit organizations to report whether policies and documentation is in place. ACNM requires BOD members to familiarize themselves with all of the policies and sign the Leadership Guidelines of Ethical Conduct and the Policy Acknowledgement Form annually to address this section of the 990. http://www.midwife.org/ACNM-Governance-Policies

Multiple Governance Policies Leadership Guidelines of Ethical Conduct Authorized Spokesperson Policy Confidentiality Policy Conflict of Interest Policy Document Retention Policy Gift Acceptance Policy Intellectual Policy Whistleblower Protection Policy Agreement to Meet Obligations Policy Acknowledgment Form This supports a transparent organization Name change showed we had complex policies and were hard to follow

Leadership Guidelines for Ethical Conduct Ethical mandate to follow ACNM Code of Ethics, promote the profession, maintain professional demeanor, no self-dealing, respect confidentiality, promote transparency

Ethical Conduct, continued Corporate Responsibility to adhere to the rule of law, act in ACNM best interests, follow best practices in financial management, develop nondiscriminatory human resources policies, evaluation of decision-making, maintain a document retention policy

Ethical Conduct, continued Delegated Responsibilities ACNM Board has sole authority to delegate Board delegates will adhere to the Leadership Guidelines, act in best interest of ACNM, and act in accordance with scope of authority delegated

Legal Responsibilities

BOD Legal Responsibilities established under state & federal laws State Law Duty of Loyalty Duty of Care Duty of Obedience Federal Law Ensure that tax-exempt purpose of the organization is carried out Protect assets

Duty of loyalty

Duty of Loyalty “When taking office as a Director, loyalty to the organization moves to the top rung of the ladder” “The wearing of hats”: Directors must act on behalf of the organization while wearing the hat of the organization Put aside individual interest (friends, family, associates, other organizations, employer) Avoid conflicts of interest

Understanding Conflict of Interest A conflict of interest may exist when an individual participates in the decision-making process on an issue for the organization while having other business, professional, or personal interest that create bias or predisposition on the issue Do not take new cases

Addressing Potential Conflicts Disclosure Cooperate with Board decision on how to address Disclosure only (minor conflict) Recusal from the issue causing potential conflict (serious conflict) Resignation (serious, immediate, or ongoing conflict which cause the director to “serve two masters”) When in doubt – disclose, discuss, resolve conflict

Duty of care

Duty of Care Use the care that an ordinary person would exercise in the same or similar position when conducting activities, making statements, or otherwise working as a volunteer Exhibit honesty and “good faith” Attend meetings & participate regularly in governance Be informed and fully aware of the Board’s issues and actions Special visibility at the Annual Meeting & Exhibition

Duty of Care Protect Corporate Assets: Obligations include: Hard assets (property) Financial resources Trademarks, copyrights, goodwill and reputation Tax-exempt status Obligations include: Implement an annual budget and review annual financial statements Seek legal and financial advice when necessary

Duty of obedience

Duty of Obedience Comply with applicable federal, state, and local laws Follow both the “letter” and the “spirit” of its governing documents Articles of Incorporation and Bylaws Policies Positions Dedicate the organization’s resources solely to its corporate purposes/mission Remain true to its mission Does not engage in unauthorized activities

Indemnification Directors are indemnified by Directors & Officers Insurance Covers legal actions taken in good faith and in the best interest of the organization Does not cover illegal acts Most suits against are employee-based (e.g., wrongful termination, sexual harassment) Others include antitrust; copyright/trademark infringement; defamation; breach of fiduciary responsibilities

Duty of confidentiality

Duty of Confidentiality “What goes on at Board of Directors’ meeting, stays in the meeting” The right to speak out and voice opinions is vital to the effective functioning of the Board Discussion, votes, and sensitive data must be protected Confidentiality does NOT eliminate responsibility to report on Board decisions to the members

Board Function and board meetings

Board Unity The Board acts as a unit When a decision is made or an action taken, all Directors are obligated to support the decision or action, no matter what the vote tally Directors are encouraged to freely state their opinions and seek support from other Directors Once a decision is reached, the Board speaks as ONE Critical to make sure we can work as unified voice once we are done.

Delegation The Board is empowered to ensure that the organization operates smoothly and effectively. The Board does not ‘run’ the organization. Board delegates will adhere to the Leadership Guidelines, act in the best interest of ACNM, and act in accordance with scope of authority delegated The Board as Macro-Manager The Board makes policy and strategic decisions The Board follows up, monitors, and evaluates the implementation of these policies and decisions

BOD Documents ACNM Leadership/Key Contact List Charge Book BOD Meeting Minutes Quarterly Report template Agenda Item form http://www.midwife.org/board-meetings Job Descriptions and Board Roster Financial Reimbursement forms/guidelines

Understanding BOD Meetings BOD Meetings webpage Includes all materials from most recent BOD meeting Minutes from previous meetings Future BOD Meeting dates Relationship to Liaison Appointments Key contact list on BOD meetings page

Understanding BOD Meetings Held quarterly Early March, Annual Meeting, early-mid September, early December Chairs or interested members can conference in Additional teleconference meetings may be held Board package Available at the BOD meetings page 7 days prior to meeting Follow-up questions and clarify in advance of the meeting on Consent Agenda Items Closed session comes in email from national office OPEN SESSION CLOSED SESSION Consent Agenda – Quarterly reports, info-only items Agenda Item for discussion or BOD action Available to all members on website Open to all members Appointments, personnel matters, awards Financial or legal matters Inter-organizational politics Other sensitive communications BOD and designated staff only

Submitting items to the BOD Your Quarterly Report Remind and read the report of any Liaisons relationships you have with Divisions, Committees, Task Forces before submission Item needs BOD discussion or action? Submit an agenda item (form available on BOD page) Mark the item for “Discussion” or “Action” Follow template to complete Providing an update on a project but do not need BOD input or action? Include in quarterly report, OR submit an agenda item marked “Information only”

ACNM Board Meeting Cycle Call/reminder for quarterly reports and agenda items Reports and items due 4 weeks prior to meeting President, CEO and Executive Assistant construct the agenda Board packet posted 7 days prior to meeting Minutes, Charge Book, and communications with liaisons approximately 2 weeks post-BOD meeting

Key Activity of BOD member Quarterly Report Liaison to Division, Committee, Task Force activities Region Rep liaison with affiliate in Region and ACOG affiliates Student Rep liaison with numerous groups Quickening article quarterly submission post BOD meeting Interact with MEMBERS Stay Engaged between BOD meetings – BaseCamp

Best Practices Support strategic goals Always ensure your liaisons are informed of your action items and can speak to them Please heed submission deadlines! Coordinate and communicate with other volunteer groups (Divisions, Sections, Committees, Task Forces) as necessary

Current KEY Issues - CONFIDENTIAL Financial Stability Interim CEO Search Firm for CEO Human Resources needs Staff Changes Fund Development

Additional Orientation Sessions Before Annual Meeting you will engage in a webinar with members of Governance Subcommittee (Joani Slager, chair) Learn more about the Annual Meeting roles Required meetings that will include all incoming members Request you begin transition plan work with outgoing members Checklist provided to assure meeting all orientation components Following the Annual Meeting Begin role as appointed liaison to ACNM work groups and your elected role Provide mentoring relationships with second year BOD members FAC will provide an orientation webinar to the Budget process Debrief with the President at six months to reflect on orientation

2015/16 BOD