Well, it's a pleasure to be back with the American Academy of Dermatology. I had the privilege to spend time with you for some board development recently, and we thought we'd refine a couple of the points for you through that presentation. So let's focus today just on a few of the elements around board member responsibilities. As you recall, we did really talk in two different domains. Things that the board must do that your fiduciary responsibility encompasses, and things where you should do and where you spend the quality time. We've spent quite a bit of time on the videos on the right side of setting direction, ensuring and allocating the resources, providing the certain level of oversight and planning succession. So we're going to put that to the side. Today it's going to be more about the fiduciary responsibilities, and then culminating in that personal board member responsibility. So that's where we're going for the next set of minutes together. Again, the fiduciary responsibilities are something that lie solely with the board of directors. They can be delegated to staff, of course, and including that element, but it is really incumbent on the board of directors. The state laws say you are the fiduciaries of the organization, and that falls into three primary areas, the duties of care, loyalty, and obedience. These offer different challenges for board members. So we'll spend just a few minutes on these again. The duty of care is we're not asking you to be superhuman. The academy is a large, complex organization, so the element around the duty of care is what is prudency? What is prudent for a board member? We talked about bounded rationality. There are so many projects, initiatives of the academy, you couldn't possibly be expected to know everything about every part of the organization. However, there is an expectation that you are prepared and participating at board meetings, being mindful of the resources before you, the board materials and so on, processing them, understanding them, knowing what's expected of you to participate at the board level. So it's basically saying exercise an ordinary but reasonable care in the performance of your duties. Do what a prudent person would do after reasonable inquiry, and that term inquiry is very pertinent, asking pertinent questions, being sure that you understand the meaning of something, the expectations around it, and so that you're prepared for meaningful dialogue and inquiry at the board level before making a decision. We'll spend a little bit more time on protecting confidential information and what that looks like. The duty of care is one of the most important elements of a fiduciary responsibility. The second one really falls under this obedience term, and it means acting consistently with who we are, who we're supposed to be. If we spent time on our strategy and discussion, and I know you spent purposeful time on the mission, vision, and strategic objectives of the organization, are we mindful of those? Are we obedient to who we say we are, what our purposes are? And then the structural documents are on the articles of incorporation, but the bylaws particularly, which is our agreement with the membership, which identifies levels of authority, and being mindful that our policies and procedures are in place for a reason, for efficiency's sake, but we have to be mindful that we're observing those. And then, of course, complying with external laws and expectations, filing the annual IRS 990 tax forms, for instance, and so on. The second element under obedience is accepting and abiding by the board's decision, even if you voted against them. You make a decision as a unit of one, that's the third bullet, so the board comes together holistically to make a decision, regardless of how that vote went. If it passed seven to six, it still passed. We have to be mindful of it, accept and abide by that decision, regardless of how we voted for it. Puts us in an awkward position sometimes with the institutions we represent, or the practice setting that we're in, or even sometimes our moral and values, personally. But we have to be mindful of, if the board made that decision, I was in the room, I was part of that decision, we have to be obedient to it. Even if we weren't in the room, we have to support a board's decision. So boards have the authority to act only as a body of the whole. Individual board members have no legal authority. The third element is probably one of the most difficult, especially in the environment the academy operates, because dermatology is a multi-diverse specialty area. There are subspecialty organizations that you probably belong to. You might be in leadership positions now, or in the past, or maybe in the future. Where is the duty of loyalty? So your fiduciary responsibility is to the organization in which you're a fiduciary, which means the academy, you're a fiduciary. We'll talk in a minute about being a fiduciary of another organization. But your fiduciary responsibility is to be faithful to the academy, putting aside any personal agendas or issues that you may have with decisions or issues before the board of directors. So making sure that our duty of loyalty is to the academy first. And we have to manage those conflicts of interest, whether actual or apparent. And we'll talk a little bit about that further in just the next slide, but being mindful that there are conflicts of interest that do exist. As leaders within the dermatology profession, particularly in medicine in general, you're going to have ample opportunity to engage in multiple organizations within medicine. And we have to be mindful of potential conflicts of interest. They actually can be very positive. These relationships with sister organizations, that may be one of the reasons why you were anointed to leadership within the academy, can be very positive. But sometimes those relationships change, and you need to evaluate, are they potential conflict, cooperative? And depending on the issue and issues before each of the organizations, that's a potential conflict of duty of loyalty. And then acting in good faith for the organization. So being mindful of what is in the best interest of the organization, not necessarily members or even components of the membership, but the overall organization is our fiduciary responsibility, what's in the best interest of the academy. And then to be an ambassador. We like to say an ambassador for life. Once you're in a leadership position for this organization, you should always assume good intent of those making decisions or enforcing policies. And being an ambassador for the organization out in the public, in your work environment, and certainly within the academy itself. You're setting the tone at the top, if you will, for the way you're perceiving the organization and supporting it. So let's talk a little bit more about this duality of interest, because some of you are fiduciaries for multiple organizations within the space, or sometimes even a chapter of, for instance, the academy state chapter or another part of the enterprise. So your loyalty is owed by directors equally to the national, for instance, and the affiliate. You have that duality of loyalty, if you are a fiduciary for more than one organization, you can't take that hat off. So there is an element of tension within that concept of who are you representing? Who are you loyal to? And so we need to make sure that that doesn't undermine that level of trust and discussion in the boardroom and on issues. And sometimes that means you have to recuse yourself. Sometimes that means you need to step out of the boardroom. Sometimes that means you need to step down from the board if there's enough of that duality and perception or reality of a potential conflict of interest. Sometimes it is about financial resources or educational programs, or even some strategic such as mergers or acquisitions within different organizations. We have seen situations where the president of an organization actually was the largest competitor for education resources to the association. We have to be mindful that there's that duality of interest sometimes, and we have to be mindful of what are the implications for discussions and decision-making at the board level. Confidentiality is so critical. We spent some time on an organization that we were involved with that actually went through chapter seven and had to close their doors, being mindful of what is confidential information. The board books, the board information and materials should be treated as confidential, shouldn't be shared with anyone back in your professional setting, practice setting, even a spouse or another member, a friend. You are the fiduciary. You are held to this level of confidentiality. No one else is. And when the lawyers get to pick apart this element of confidentiality in a potential breach of it, they go deep. And it's the element to disclose that information needs to be safeguarded, especially when we're dealing with strategic issues or sensitive issues. Sometimes it's even personnel. Individual board members may not speak to the public or media on behalf of the board unless you're authorized by the board to do so. I suspect you have policy saying the president is the spokesperson for the organization, the CEO is the spokesperson in certain elements as well, being mindful that as a board member, there's this element around apparent authority that you can commit the organization, whether it's to a position, a policy, or even a contract. So we need to make sure the third bullet here is never disclose board discussions. We talked about that confidentiality of information and discussions and the safe space to have meaningful conversations and have candor or constructive conflict in the boardroom if there isn't the safe space to know that what I say is not going to get public in any form or fashion, whether it's social media or even sideways conversations at the bar. So being mindful of safeguarding those discussions is critical, keeping them confidential. We did walk through this example. Sometimes this gets really tough on board members. You know, if there's an issue that's contentious among the membership, and you have some friends or colleagues or past leaders who have strong opinions or concerns about it, you know, what is it that we share? What can we tell them? What shouldn't we tell them? Can't reveal the elements of the conversation. Clearly who is attributed to what type of stance on the issue. You know, we can share with them. It was a thoughtful discussion and decision. And what we like to say is the most important thing to inquire of them is what is their concern and are we learning any new information that actually might impact the decision of the board. So being mindful that we have to safeguard the safety of those discussions, the confidentiality of the boardroom discussions, and hopefully inquiring what is it that you might know that would inform or impact our decision at the board level. One of the last elements is being respectful of the voice that you carry as a board member. You know, the power resides with the board, not individual directors. So if somebody says, how'd you vote? It is appropriate to say, it's actually not relevant how I voted because the board voted to approve something. So being mindful of the process is important. There was open discussion and debate. I felt like I had the opportunity to be heard. I felt like I had the opportunity to have relevant information, but it's not important how Mark Engel or you voted. It is important how the board voted and I support as the board member, the decision of the board. So if we violate that, actually we're violating our fiduciary duty of obedience. So once the board makes the decision, anybody who is certainly not supportive or even present for that discussion needs to be supportive that I'm sure the board made the wise consequential decision and be a supporter of that. So being an ambassador for the organization really is a powerful voice of individual directors and we need to make sure we have a collective point of discussion for public decisions that we're ready to share. We do talk about that element of transparency. We spent an awful lot of time on this infamous bow tie. I want to remind you that there's an article on our website that really gets into the granular elements of you as board members have this fiduciary responsibility that nobody else does and that's why we gather information widely. We protect the space to have candid discussion in the boardroom to make decisions and then we share broadly what was decided. So this is a good reminder of the elements of the process and how we advance decision quality within our boardrooms. Again, granularly, what is it my individual responsibility as a board member? I mentioned I serve on several boards of directors and so I use this framework to evaluate myself after each and every board meeting and each board I serve on. Was I prepared, engaged, supporting the decision, the follow-up, and support? Under preparation, did I understand what was coming at me? Did I have the materials and the understanding and the knowledge of expectations for me when I was encouraged to discuss and weigh in and when I was just encouraged to be mindful of things that had been advanced already? Preparation is the number one variable that impacts my individual support and performance in the context of a board setting. Was I engaged? Did I attend? Was I constructive in my participation and respectful of others? And then part of the decision, did I fiduciate? You know, did I support the decision publicly and supportive of the ultimate decision within the board space? Did I follow up with assignments and deadlines or did I have to be nagged to death? So being mindful of, you know, being respectful of people's time and following up with assignments and then being an ultimate ambassador for the organization, not only to support the decisions, but to support the organization and support the staff particularly because they'll be on the firing line for policy implementation, for instance, or any decisions that may not be well received by all. So make sure we support the organization is critical. And then this is on our website, the board member self-assessment. This is the tool that I use after each and every board meeting to say, how did I do for this particular board? Am I adding value? Is it worth my time? Is it worth the organization's time for my commitment? Was I properly committed? Did I understand what was expected of me? So that tool is available to you at our website. So, and as well as these other tools and resources in our publishing, you should be able to click on the link and it should drive you right to the website with several different resources. Again, it's my pleasure to be with you. It's always encouraging to spend time with just highly intellectual people who are doing meaningful work to advance their profession. So thank you for your commitment to the academy and to volunteerism. Thank you very much.

board member responsibilities

fiduciary responsibilities

duties of care

loyalty

confidentiality