Board of Trustees Policies

District Trustee Election Process

Nomination Period: The nomination period begins immediately following the fall BOT meeting and continues until February 1 of the election year.

Voting Period: The Voting Period will begin on the first business day on or after February 15th and continue through the end of February. AMS staff will tally the votes and report the results to the Executive Committee for confirmation.

Certification Process: Prior to the Voting Period, AMS staff will verify the eligibility of nominees and their willingness to serve. Disputes, appeals, or questions concerning eligibility will be referred to the Executive Committee, which shall conduct a conference call within 5 business days to resolve the dispute.

Notification/Communications: Throughout the Nomination Period all AMS publications and communications to the general membership will include information on the opportunity, qualifications, nomination process, and election process.

Eligibility Criteria

• Must live and/or practice in the district they wish to represent
• Be an Active, Active Direct, or Life Member
• Must have paid dues (except for Life Members) for the current election year
• Must not run simultaneously for two districts (live in one; practice in another)
• Past presidents are not eligible for election as District Trustees

Ballots: Ballots containing the names of candidates for the respective district shall be sent according to the member’s mailing preferences as indicated in the AMS member database. Ballots may be returned by mail, fax, or email. When practical, other electronic means of voting may be utilized. In districts with uncontested races, ballots will be sent out with the candidate’s name and a space available for members to list and vote for a write-in candidate. Votes will not be counted for write-in candidates who do not meet eligibility.

Eligible Voters: All AMS members residing in the district except affiliate, student, and intern/residents.

Disproportionate Districts: A Disproportionate District is one in which 51% of the membership reside in a single geographic area (county). If more than 10% of the district membership reside outside that area, the ballot will be divided so that at least one member is elected (if nominated) from outside the disproportionate area.

Other efforts to Encourage Nominations: Current BOT members, past presidents, and the Nominating Committee may be utilized to promote and recruit candidates for District Trustee positions.

** Adopted 08/15/2012; last amended 2/27/2014

AMS Annual Meetings

All Arkansas Medical Society annual meetings will be held in Arkansas in lieu of meeting outside the state (10/31/2008).

Board of Trustees Meetings

AMS Budget: The AMS Budget will be listed as the first item of business for the meeting at which the Board is to consider the Recommendations of the AMS Finance and Audit Committee. (05/18/2007)

Minutes: Minutes from Board of Trustee meetings will be sent to the trustees after they have been reviewed by the EVP and approved by the Chairman of the Board of Trustees. (05/18/2007)

Resolutions and Documents: Any document presented to the Board of Trustees for action must be provided to the AMS office at least two weeks prior to the meeting. Exceptions will be allowed with two-thirds vote of the members present. (10/29/2010)

Informational Reports: Reports should be condensed to writing and provided to the AMS office at least two weeks prior to the meeting. These will be included in the agenda packet. Members of the board will have an opportunity to raise issues or ask questions about these reports and time will be provided for that. Authors who wish to address their report should be brief, less than 3-5 minutes and assume the board members have read the reports prior to the meeting. (10/29/2010)

Debate: During discussion on any issue, after recognition by the chair, a trustee shall have a maximum of two minutes of floor time and may be given a second chance to speak only after all others have had their say, time permitting . (10/29/2010)

Election of Chairman: The Board of Trustees Chairman will be elected annually at the first quarterly or regular meeting following the election of officers. The election shall be the last order of business on the agenda. Nominees will be accepted from the floor with each nominee given an opportunity to address the board. If there is more than one candidate, the candidates will be asked to leave the room while the vote is taken. (07/06/2005)

Memorials for Deceased AMS Members

AMS will make a contribution of $10 in memory of deceased AMS members to the Medical Education Foundation for Arkansas (MEFFA).

**Adopted 04/17/2010

UAMS Rural Loan Scholarship Program

The Rural Loan Scholarship Program provides grants and loan forgiveness programs for UAMS students/residents. The program was created by an Act of the General Assembly and included a provision for three representatives appointed by the Arkansas Medical Society. The Board of Trustees policy is that the AMS representatives shall be the president, immediate past president, and a rural practice physician.

**Adopted 06/04/2008

AMS Conflicts of Interest & Confidentiality Policies, Guidelines & Disclosure

Preamble
The General Officers of the Arkansas Medical Society (“AMS” or “Society”) are the President, President- Elect, Immediate Past President, Vice-President, Secretary, Treasurer, and district trustees. The duties of the Officers also extend to AMS Committee Members, the student trustee, the Delegates and Alternate Delegates to the American Medical Association, and to past presidents who serve as ex-officio members of the Board of Trustees. For purposes of this Policy, the term “Officers” will include all the aforementioned.

Purpose
AMS establishes Conflicts of Interest & Confidentiality Policies and provides guidelines to assist the Officers in resolving conflicts between the interests of AMS and any personal, organizational, or other competing interests. These Policies strive to ensure that Officers will not act for their own personal benefit or for the benefit of other organizations which may have conflicting interests to those of AMS, but instead will serve the best interests of AMS at all times. These Policies are created to help ensure that when an actual or potential conflict of interest arises, AMS has a process in place under which affected individuals may resolve the situation.

Definitions
The duty of care means that Officers are required to exercise ordinary and reasonable care in the performance of their duties, exhibiting honesty and good faith. The duty of care includes the duty to protect confidential association information.

The duty of obedience requires Officers to act consistently with the organization’s mission and purpose and its articles of incorporation, bylaws, and other policies or procedures, subject to general compliance with the law.

The duty of loyalty requires Officers to pursue the best interests of AMS, rather than his or her own personal or financial interests or those of some other individual or entity. The duty to act in the best interests of AMS requires Officers to act in good faith and to avoid placing their own interest or the interest of another entity above that of the AMS. The Officer’s duty of loyalty encompasses a duty to avoid and/or disclose conflicts of interest (professional, financial, or personal) and to provide undivided allegiances to AMS mission. The duty to avoid conflicts of interest includes the duty to avoid expropriating corporate opportunities available to the association and to avoid unjust enrichment. Pursuant to this duty, Officers should not speak against an official AMS position to outside entities. The reason for this position is that an Officer must be loyal to the AMS and all of its decisions, even when the Officer disagrees with an official position taken by the AMS.

Conflict of Interest means a personal or financial interest that makes it impossible, as a practical matter, for the member to make a decision in the best interests of AMS, without regard for the member’s private or personal interests. A conflict of interest occurs when an individual’s obligations to further an organization’s purpose is at odds with an individual’s other interests.

AMS Conflict of Interest & Confidentiality Policies

1. Policies

1. Officers shall fully disclose actual and potential conflicts of interest.
2. Officers shall maintain the confidentiality of confidential information and shall not disclose confidential or proprietary information for any purpose.
3. In order to receive copies of confidential or proprietary information, officers must have a current and complete Disclosure Form on file with the AMS office.

b. Guidelines and procedures for disclosing conflicts of interest and handling confidential information are laid out in the following sections.

Guidelines: What must be disclosed?
In order to assist Officers in determining whether a conflict of interest exists, AMS establishes the following guidelines:

a. Material Financial Interests
An Officer shall disclose his or her financial interest in any entity which furnishes goods or services, or is seeking to furnish goods or services, to AMS. An Officer shall also disclose material financial interests of any members of the Officer’s immediate family. A conflict of interest may arise if the Officer is employed by, has a consulting arrangement with, or receives compensation from an organization that does business with AMS.

b. Participation in Other Organizations
Participation by AMS Officers as officers or members of boards or committees of other organizations is beneficial to AMS, as the Officers gain important expertise and establish business relationships. If the overall goals and objectives of AMS and another organization do not conflict, participation is permitted. If a conflict exists, the Officer shall disclose this information.

However, even when the goals and objectives do not conflict, a conflict of interest may arise when an Officer has fiduciary or other obligations to more than one organization and those obligations conflict. These conflicts may arise when an Officer has a duty of loyalty to AMS and a duty of loyalty to another organization and a matter arises at one organization that could detrimentally affect the interest of the other. In such cases, the Officer shall disclose this information.

c. Other relationships
Situations may arise, from time to time, where an Officer is unable to separate his or her personal interest in an issue from his or her obligation to objectively serve the interests of AMS. To insure that the Officer’s fiduciary obligations to AMS are met and that the interests of AMS are paramount, disclosure of any such personal interests is required. However, it is important to keep in mind that Officers will frequently have personal interest in and opinion on the issues that come before them.

d. Examples: Potential conflicts of interest

1. Being a board member, trustee, director, officer, employee, or consultant of any healthcare organization or health-related professional society.
2. Having a financial interest in a business that furnishes goods or services to AMS or its members.
3. Public representation and advocacy, including lobbying on behalf of an organization other than AMS.
4. Political activities, including holding or seeking public office, but excluding voting and political contributions.
   

Guidelines: Confidential Information

In order to assist Officers in understanding how to handle confidential information and the proper use of the AMS name, AMS establishes the following guidelines:

a. Disclosure of Confidential Information
In the course of performing services to AMS, the Officers will have access to information that is confidential or proprietary to AMS. This information includes, but is not limited to, financial information, business plans, policy proposals and recommendations, policy development plans, confidential membership plans, and other information that may impede implementation of AMS activities if it were disclosed. An Officer shall maintain the confidentiality of such information and shall not disclose confidential or proprietary information for any purpose. An Officer shall use his or her best efforts to prevent unauthorized disclosure of confidential or proprietary information.

In the course of discussion, the Chair shall pronounce information as confidential and all Officers shall treat information as such. However, information not designated as confidential may still be confidential and proprietary in nature and Officer shall use his or her best judgment in determining if such information should still remain confidential.

b. Use of AMS Name
An Officer shall not use the AMS name or his or her affiliation with AMS in a manner that would incorrectly imply an AMS endorsement of policies or activities of another organization. A former Officer shall not use the AMS name or his or her affiliation with AMS for commercial gain.

c. Official AMS Positions
An Officer should not oppose an official AMS position adopted by the Board of Trustees to outside entities. Officers may discuss AMS positions with their constituents. It is expected that in discussions with their constituents, Officers will make a good faith effort to report the basis for conflicting views where members of the Board of Trustees disagree.

Procedure

1. A copy of the AMS Conflicts of Interest Policies and Guidelines, together with the AMS Conflict of Interest Disclosure Form shall be provided annually to each Officer and to certain employees in certain positions as determined by the Board of Trustees. The Disclosure Form shall be completed annually by all Officers and returned to the Executive Vice President. There is an ongoing requirement to promptly update the Disclosure Form as relationships or affiliations change and to report any future situation creating a possible conflict of interest. It is expected that conflicts of interest will be disclosed verbally to the Board, Executive Committee, or other entity, as specific pertinent issues arise.
2. At the beginning of all meetings of the Executive Committee, the Board of Trustees, or any Committee, the Chair shall inform all Officers of their responsibility to disclose conflicts. If a question of conflict of interest is raised by another during a Board of Trustees meeting, the Board shall convene into Executive Session to resolve the matter. AMS encourages all Officers and AMS Members to personally discuss conflict of interest matters with each other whenever the situation allows such one-on-one resolution.
3. After disclosure it is appropriate for an Officer to participate in the discussion and vote on the issue, unless the Officer determines that the conflict of interest prevents him or her from being impartial. If the Officer does not believe that he or she can be impartial, that person must prevent the conflict from affecting AMS decisions or activities by refraining from discussion and/or vote. He or she should not be counted in determining the quorum for that vote and the minutes of the meeting should reflect that a disclosure was made and the abstention from voting.
4. If the Officer does not disclose a conflict of interest and/or another Officer does not believe he or she should participate in discussion and/or vote, then the members of the Board or Committee may, by majority vote, exclude the Officer from participating in the discussion and/or vote on the matter. The Officer with the conflict of interest shall be entitled to participate in the discussion about his or her exclusion, but shall not participate in the vote. If a majority vote determines that the Officer should not vote on the matter, he or she should not be counted in determining the quorum for that vote and the minutes of the meeting should reflect that a disclosure was made and the abstention from voting.

**Initially adopted 7/23/2008; last amended 4/26/2019

Bylaws – Committee Sunset Provision

All committees except those required by the Constitution and Bylaws shall sunset at the end of three (3) years from the date of initial appointment, unless reauthorized for successive three-year (3) periods. It shall be the responsibility of the Executive Committee to conduct an evaluation and make recommendations regarding reauthorization to the appropriate body (03/01/06).

Investment Policy (11/04/2005)

I. PURPOSE
This document establishes the Investment Policy Statement for the Arkansas Medical Society Reserve Account (“Fund”) and is designed to assist in effectively supervising, monitoring, and evaluating the investment of the portfolio assets. This statement of investment policy is set forth in order to:

• Document the Arkansas Medical Society Reserve Account’s investment objectives, performance expectations and investment guidelines for Fund assets

• Establish an appropriate investment strategy for managing all Fund assets, including an investment time horizon, risk tolerance ranges and asset allocation. The goal of this strategy is to provide sufficient diversification and overall return over the long-term time horizon of the Fund.
• Establish investment guidelines to control overall risk and liquidity, within the agreed upon investment strategy.
• Establish periodic performance reporting requirements that will effectively monitor investment results and ensure that the investment policy is being followed.
• Comply with fiduciary, prudence, due diligence and legal requirements for Fund assets.
  

This policy has been chosen as the most appropriate policy for achieving the objectives of the Fund, which are described in the Objectives section of this document. It is intended to be sufficiently specific; to be meaningful, yet flexible enough to be practical.

II. STATEMENT OF OBJECTIVE

The objective of the Arkansas Medical Society Reserve Account shall be defined as:

• To preserve and enhance the purchasing and earnings value of the funds held in the Arkansas Medical Society Reserve Account Fund.
• To seek competitive investment performance versus appropriate or relative benchmarks. This objective shall be measured primarily by comparing investment results, over intermediate term, 5-10 years time period.

Spending Policy

The spending policy for the Arkansas Medical Society Reserve Account shall be as follows:

It shall be the responsibility of the Arkansas Medical Society to periodically review the spending policy to make adjustments necessary to preserve the purchasing power of the Arkansas Medical Society Reserve Account. Further, it shall be the responsibility to the Arkansas Medical Society to promptly communicate any changes in the spending policy to the Investment Advisor.

III. DUTIES AND RESPONSIBILITIES

The Arkansas Medical Society is responsible for directing and monitoring the investment management of Fund assets. As such, the Arkansas Medical Society is authorized to delegate certain responsibilities to professional experts. In carrying out these duties, the Arkansas Medical Society has retained an Investment Advisor, Smith Capital Management, to assist in managing the assets of the Fund.

The Investment Advisor’s role is to provide guidance to the Arkansas Medical Society on matters pertaining to the investment of Fund assets including investment policy, investment selection, monitoring Fund performance and compliance with the Investment Policy.

The Investment Advisor will:

• Regularly review the performance of the Fund to assure the policy is being followed and progress is being made toward achieving objectives.
• Assist in establishing the investment policy and guidelines contained in this Investment Policy Statement.
• Determine and implement investment strategy.
• Monitor asset allocation among all asset classes and verify on a quarterly basis that allocations are within targets defined by this investment policy statement.
• Monitor investment performance of the Fund and provide quarterly performance reports.
• Report in a timely manner substantive developments that may affect the management of Fund assets.
  

IV. INVESTMENT POLICIES AND GUIDELINES

The Portfolio
Fund assets will be held in an investment portfolio with an active strategic asset allocation strategy. As a result, assets held in this portfolio will be well diversified and highly liquid. The Investment Advisor is responsible for managing the assets of the Fund in accordance with the stated objectives and policies.

Time Horizon
Fund objectives are based on intermediate term, 5-10 years, investment horizon, so that interim fluctuations should be viewed with the appropriate perspective. The Arkansas Medical Society Reserve Account has adopted this investment horizon such that the chances and duration of investment losses are carefully weighted against the potential for appreciation of assets.

Diversification
Investments shall be diversified with the intent to minimize the risk of large losses to the Fund. Consequently, the total portfolio will be constructed and maintained to provide prudent diversification with regard to the concentration of holdings in individual issues, corporations, or industries.

Diversification occurs at several levels. A majority of the equity holdings will be allocated to U.S. companies using mutual funds and/or individual securities. U.S. holdings will be diversified among large, mid and small companies. An allocation to international equities may also be used to provide additional diversification. The fixed income portion of the account will be comprised of individual bonds and/or mutual funds.

Asset Allocation
Academic research indicates that the decision to allocate total account assets among various asset classes will far outweigh security selection and other decisions that impact portfolio performance. Investment management of the Fund assets shall be in accordance with the following asset allocation guidelines:

Rebalancing Procedures
From time-to-time, market conditions may cause the Portfolio’s investment in various asset classes to vary from the established allocation. To remain consistent with the asset allocation guidelines established by this statement, the Fund will be reviewed on a quarterly basis and rebalanced back to the target weighting if the actual weighting varies by more than 10% of more from the target weighting.

Risk Tolerances
The Arkansas Medical Society recognizes that the objectives of the Fund cannot be achieved without incurring a certain amount of principal volatility. The Fund will be managed in a manner that seeks to minimize principal fluctuations over the established time horizon and is consistent with the Fund’s stated objectives.

V. GUIDELINES FOR PORTFOLIO HOLDINGS

As described in the Investment Advisory Agreement, the Investment Advisor implements this Investment Policy through investments in mutual funds and/or individual securities. Such investments are acceptable investments provided they conform to the diversification restrictions set forth below. In addition, individual securities (stocks or bonds) that represent a company who manufactures tobacco products, and/or primarily derives revenue from the sale of tobacco products, will not be held in the account (excludes mutual funds).

Domestic Equity
The Domestic Equity asset class may be comprised of mutual funds and/or individual securities of U.S. companies. These securities may be listed on registered exchanges or actively traded in the over-the- counter market.

Non-U.S. Equity
Non-U.S. Equity asset class may be comprised of mutual funds and /or individual securities of non-U.S. issuers purchased in foreign markets, on U.S. or foreign registered exchanges, or the over-the-counter markets.

Fixed Income
The Fixed Income asset class may be comprised of mutual funds and/or individual securities.

Cash & Equivalents
Cash and Cash Equivalents shall consist of money market funds.

VI. CONTROL PROCEDURES

Review of Investment Objectives
Investment performance will be reviewed annually by the Investment Advisor to determine the continued feasibility of achieving the investment objectives and the appropriateness of the investment policy for achieving these objectives. It is not expected that the investment policy will change frequently. In particular, short-term changes in the financial markets should not require an adjustment in the investment policy.

Review of Investment Advisor
The Investment Advisor will report on a quarterly basis to review the total Fund investment performance. Consideration shall be given to the extent to which the investment results are consistent with the investment objectives, goals, and guidelines as set forth in this statement. Performance results will be evaluated over at least a three-year period. In addition, the Investment Advisor will be responsible for keeping advised of any material change in spending policy, investment strategy, or other pertinent information potentially affecting performance of all investments.

Review of Performance
Regular performance reviews will provide the following information:

Comparison of investment results to appropriate benchmarks, as well as market index returns for both equity and debt markets. Examples of benchmarks and indexes that may be used include:

U.S. Equity – S&P 500, Russell 1000, Russell 1000 Growth, Russell 1000 Value, Russell Mid-Cap Growth, S&P 400 Mid Cap, Russell 2000, Russell 2000 Growth.

Non-U.S. Equity – MSCI EAFE Index

Fixed Income – Lehman Brothers Intermediate Govt/Credit Index, Lehman Brothers Intermediate Govt Index

VII. IINVESTMENT POLICY REVIEW AND ADOPTION

To assure continued relevance of the guidelines, objectives, financial status and capital market expectations as established in this statement of investment policy, the Arkansas Medical Society shall review investment policy at least annually. This statement of investment policy has been reviewed, approved, and adopted by the Arkansas Medical Society.

Reimbursable Expenses for AMS Officers and Representatives (10/8/97)

General: AMS officers are occasionally asked to attend out-of-state meetings as representatives of the AMS. Examples include the annual and interim meetings of the American Medical Association, the AMA National Advocacy Conference, and other state medical society meetings. This policy does not apply to attendance at Board of Trustee meetings, the AMS Annual Session, meetings of AMS committees, or other in-state meetings.

Airfare: Reimbursement for airfare is usually made coach class airfare by the most direct or economical route from the point of origin to the destination. Passenger receipts must be submitted with the reimbursement voucher.

Reimbursement is made for the most appropriate means of ground transportation to and from the airport/railway station at the point of origin and at the destination.

Meals: The reasonable and actual cost of meals not directly provided will be reimbursed, including gratuities. If a meal charge covers other Arkansas Medical Society travelers, this must be indicated on the expense voucher along with the dates and names of the individuals covered. Charges for spouses or guests should be deducted on the appropriate line of the expense voucher.

Hotel: The Arkansas Medical Society will reimburse reasonable lodging expenses (standard rooms, not a suite or club floor). A copy of the itemized hotel statement must accompany the voucher. When lodging is being billed to the Arkansas Medical Society master account, travelers should obtain a copy of the bill and verify all charges. A copy of the bill, signed by the traveler, must accompany the reimbursement voucher.

The Arkansas Medical Society covers sleeping room expenses for the duration of a meeting. If you stay an extra night for personal or non-AMS related business, you are responsible for payment of such charges. If there are extenuating circumstances requiring an extra night at the hotel, e.g., early arrival/late departure for pre- or post-meetings, please notify your staff liaison at the Arkansas Medical Society so that reimbursement for this can be authorized.

Private Aircraft: Reimbursement for use of private aircraft travel will be at the comparable commercial airfare rate (see Airfare policy). If the origin or destination city is not serviced commercially, then the nearest commercially serviced city will be used to calculate the allowable reimbursement.

Private Automobiles: Individuals using private automobiles while traveling for the Arkansas Medical Society will be reimbursed based on IRS guidelines for automobile costs plus fees for parking and tolls.

Automobile Rental: The Arkansas Medical Society will not reimburse cost for rental automobiles without prior approval. Individuals will be authorized to use rental cars only when they represent the most practical and economical means of out-of-town transportation.

Miscellaneous Expenses: Miscellaneous expenses such as reasonable gratuities, taxi fares, and airport parking charges are covered by the Arkansas Medical Society and should be shown on the travel reimbursement voucher on the appropriate line. Telephone calls associated with the work on the Arkansas Medical Society will be reimbursed in full.

Personal Expenses: Expenses of a personal nature, i.e., those unrelated to Arkansas Medical Society business, are not authorized for reimbursement by the Arkansas Medical Society. These include unauthorized extended stays at the hotel and additional travel, hotel, meal, and incidental charges for other family members or guests, travel expenses incurred for business related to other organizations. None of these aforementioned expenses should be charged to the Arkansas Medical Society. They should be deducted from the reimbursement due on the appropriate line of the expense voucher. Personal incidental expenses including cleaning, laundry, in-room video, health club or sports fees, minibar services, non-AMS business calls, and miscellaneous entertainment, are not considered reimbursable.

Expenses of a personal nature should be indicated on the expense voucher and deducted from any reimbursement due.

Vouchers: Reimbursement of expenses may be obtained by completing an expense statement. All parts of the voucher are to be completed, including an explanation of all entertainment, mileage, and miscellaneous expenses.

Original receipts are required for all transportation (excluding personal automobile), lodging expenses, and meals regardless of amount, as well as, all other expenses of $10.00 or more.

To eliminate the possibility of error, neatly printed information is preferred. Inaccurate or incomplete forms will be returned or may delay processing. Travel vouchers should be completed and forwarded to the Arkansas Medical Society within 30 days following the travel event.

Any questions concerning reasonableness of expenses will be reviewed by the Arkansas Medical Society Executive Committee.

Addendum for AMS Executive Committee Members attending AMA Annual
and Interim Meetings

Subject to the policies above, there is also a limitation of $5,000 per meeting to be shared between members of the AMS executive committee.

Note: the Board of Trustees authorizes a separate line item on the budget for President’s Travel. (11/02/2012)