Fundamentals of Chapter Management: Section 2 - Chapter Structure
There is no one "right way" for a chapter to run its operations. Effective ACEP chapters come in a wide variety of shapes - staffed, unstaffed, big budgets, small budgets. This section provides information about chapter organization, staffing, and responsibilities.
Each ACEP chapter adopts its own chapter bylaws which can be as specific and individualized as needed, but must be in compliance with the ACEP Bylaws. The ACEP Board of Directors approved a set of model chapter bylaws for chapters to use when revising their bylaws. The most recent model was approved by the Board in April 2015. It incorporates a number of points designed to reduce both chapter and national ACEP liability. Copies of the Guidelines for Bylaws and Model Chapter Bylaws are included in Appendix Section 2. The model chapter bylaws contain items that will assist chapters in complying with the ACEP Bylaws.
Call Chapter Services with any questions about the model chapter bylaws.
When the College files its group exemption letter to renew the 501(c)(6) tax exempt status each year, it is required to report all changes in chapter bylaws. For this reason, it is important that each chapter provides an accurate copy of its bylaws to the Bylaws Committee and receives approval for all revisions.
Some important points to remember are:
Bylaws changes are usually made at the chapter's annual meeting - with all proposed changes distributed to the entire chapter membership a fixed number of days prior to the meeting.
Bylaws changes approved by the chapter must be submitted to ACEP no later than 30 days after the chapter vote. The College's Bylaws Committee will review the changes for compliance with national's bylaws. Changes will be in effect 90 days after their receipt and acknowledgement by ACEP - provided no objections are raised. If there are objections, the Bylaws Committee will contact the chapter with needed and/or recommended changes.
Chapter bylaws must be submitted to the College in a designated electronic format. The entire text of the chapter’s bylaws must be submitted to the College. When amendments are proposed, added text shall be denoted in the body of the document by a single underline beneath the added text, and deleted text shall be denoted in the body of the document by a single strike through the deleted text. The date of adoption by the chapter must be specified within the text of the bylaws. Staff will return the chapter’s bylaws to the chapter if the document is not submitted in the format designated by the College.
ACEP chapters located in areas where incorporation is possible are required to incorporate. Chapter incorporation identifies chapters as separate legal entities with their own programs and policies. For questions about incorporation, contact Chapter Services.
In addition to a board of directors, chapters elect a president, a vice president or president-elect, a secretary, and a treasurer. In many ACEP chapters, the functions of secretary and treasurer are combined into one office. When new officers and board members are elected, the chapter receives a chapter profile update form (see Appendix Section 2) from Chapter Services to complete. This is very important to assure that chapter leaders receive appropriate information and also to make sure the College has a record of their leadership activities.
These key officers usually form the executive committee, a governing body that conducts chapter business between meetings of the board of directors. Decisions of the executive committee are generally ratified by the full board at its next meeting.
Elected leaders play a critical role in a chapter's success by providing direction, information, insight, and hard work to get things done. Effective chapter officers have a clear understanding of what each office entails. Chapter bylaws should include officers of the chapter, their terms, duties, and any criteria for service.
The following "job descriptions" serve as a framework for determining elected leaders' areas of responsibility.
Most chapters set a one or two-year term of office for the president. Any voting ACEP member in the chapter is eligible to serve as chapter president. Generally, there are no length of membership or board certification requirements.
A president's duties are numerous. Some of the most important ones are to:
- organize and coordinate the efforts of other chapter leaders and chapter staff (if any);
- chair meetings of the board and general membership;
- share information with national ACEP on chapter needs and accomplishments;
- work with other officers and staff to identify member needs and goals;
- appoint committees or work groups to meet chapter goals;
- contact chapter officers and committee chairs regularly to check on progress, answer questions, and provide encouragement;
- report chapter progress to the board and membership;
- act as chapter spokesperson to the community;
- prepare or coordinate the preparation of the chapter newsletter or refer information to the newsletter editor; and
- review and respond to appropriate correspondence.
The president generally acts as the spokesperson for the chapter and maintains frequent contact with other emergency physicians in the state, other chapter officers, and with national ACEP. With input from members and the board of directors, the president sets objectives for the chapter and holds overall responsibility for achieving them.
To help with these responsibilities, chapter presidents receive a number of items regularly from ACEP through the mail. In staffed chapters, these items are also sent to chapter staff executives.
Approximately ten days after the close of each month, chapter presidents, treasurers, and staffed chapter executives receive statements that provide detailed information about dues collected and withdrawals made by the chapter. In most chapters with active treasurers, the president's copy is for information only.
Chapter presidents, treasurers, and staffed chapter executives receive invoices that outline charges for chapter business services purchased from ACEP. In chapters where payment of invoices is the treasurer's responsibility, the president's copy is for information only. When a chapter purchases services from ACEP, the cost is automatically removed from the chapter's account with ACEP if the purchase is not paid within 30 days.
Each month presidents receive information on new members, potential members, reinstated members, applicants, transfers, address changes, delinquent members, non-renewals, and geopolitical statistics. These reports enable the president to welcome new members and to encourage non-renewing members to continue their membership in the chapter and the College.
Presidents periodically receive information on legislative policy activity such as Medicare changes, health care legislation and regulation, etc. These alerts ask for particular action by chapter presidents, often including phone calls and letters to key legislators.
After the ACEP Board of Directors meets, minutes of its meetings are sent to chapter presidents and staffed chapter executives in the chapter monthly mailing and/or by e-mail. Quarterly reports are sent regarding meetings and activities of various College committees.
Legal Audit Checklist
We all know about medical malpractice. There is also such a thing as medical association malpractice. A periodic Legal Audit enables chapters to assess their legal health.
The Legal Audit Checklist is a guide to this process, assisting chapters in ensuring that documentation, standards, policies, procedures and organizational resources are in place. As in our members' practices, prevention and timely, expert treatment can ensure the legal health of your chapter.
The Checklist is by no means comprehensive, but is designed to be a starting place for most chapters. Once completed, the information identified in the Checklist will be helpful to staff and leaders in fulfilling their chapter responsibilities.
As a new president takes office, the outgoing president generally will:
- provide his/her successor with a contact list of people and resources helpful in chapter activity;
- outline any unfinished projects and offer suggestions for completion;
- forward copies of important correspondence; and
- become available to provide support and advice as requested, often serving as a mentor to new leaders.
Several chapters have a council of past presidents that acts as an advisory group to the chapter's leadership.
PRESIDENT-ELECT OR VICE PRESIDENT
Many chapters use the office of president-elect to introduce the incoming president to the responsibilities of office. Whether a chapter chooses this system or retains the office as vice president, the "second in command" can oversee many important chapter activities.
Some of the responsibilities are to:
- act on behalf of the president when needed;
- assist the president with chapter projects;
- lead the chapter's long-range planning process;
- coordinate the chapter's liaison relationships with other organizations;
- review and respond to appropriate correspondence; and
- prepare the chapter's councillors for voting on any resolutions.
The president-elect/vice president should communicate frequently with the chapter president.
The secretary records and distributes all meeting minutes and keeps accurate records of elections and terms of office for all elected chapter leaders. The chapter executive director can also access the member database and access reports on ACEP’s Portal (Chapter Cross Reference Database).
The secretary plays a key role in chapter elections by obtaining an official roster of voting members from ACEP prior to the balloting to verify the names of voting members.
The secretary's duties are to:
- keep all working files and assure access to historical files;
- take accurate and complete minutes of all chapter meetings and coordinate their distribution to chapter members and ACEP;
- review and respond to appropriate correspondence;
- file required corporation reports with the state;
- order updated chapter membership rosters regularly from ACEP;
- prepare meeting announcements and agendas, and coordinate their distribution;
- notify members of chapter meetings at least one month in advance or as required by chapter bylaws;
- distribute notices of officer term expirations and election of officers at least 90 days prior to date of election; and
- submit bylaws changes to national ACEP within 30 days of chapter vote.
The secretary should correspond at least monthly with the chapter president to assist with correspondence, plan agendas, and obtain approval of minutes.
To smooth the transition for a successor, the secretary generally compiles a complete set of chapter meeting minutes, obtains an updated membership list from ACEP, provides information on any needed secretarial support options, and prepares an annotated copy of the chapter bylaws highlighting officer terms and election procedures.
The treasurer oversees the financial processes for the chapter, that includes making sure the chapter follows mandatory state and federal tax laws and keeping the chapter fiscally responsible and sound.
The duties of the treasurer are to:
- keep complete and accurate financial and tax records for the chapter;
- prepare necessary budget information;
- file necessary state and federal tax reports and returns;
- maintain local chapter checking and savings accounts as needed;
- recommend chapter investment policies;
- authorize investments and disbursements;
- recommend chapter insurance coverage;
- coordinate periodic independent audits of the chapter;
- review and respond to appropriate correspondence;
- submit dues authorization forms to ACEP whenever a dues change is approved;
- prepare regular chapter financial reports (balance sheets, income and expense reports, etc.); and
- file necessary political action committee (PAC) reports with state and federal government.
ACEP provides regular information to chapter treasurers to help them with their duties. In staffed chapters, these items are also sent to chapter office executives.
List of members
Treasurers receive a listing of who paid dues or made PAC contributions during the month.
The College sends a compilation of all of the chapter's monthly transactions - dues collected, interest earned, withdrawals - as well as end-of-month and year-to-date balances based on ACEP's July1 - June 30 fiscal year. The chapter president also receives a copy of this statement.
The treasurer should communicate with the chapter president at least monthly to discuss the chapter's financial status and should provide regular financial reports to the board or finance committee.
To smooth the transition for a successor, the treasurer should:
- document any problems that occurred and how they were resolved;
- promptly place all local accounts in the name of the incoming treasurer; and
- transfer all financial records and files to the new treasurer as quickly as possible.
Most chapters elect their board members to staggered two- or three-year terms. The benefits in continuity of leadership generally outweigh the inconveniences of record keeping required to track terms of office in a staggered system. Some chapters elect only the Board of Directors by a general membership ballot. The Board then elects the chapter officers from its own membership. In most chapters, the immediate past president continues as a member of the Board for one year, even if the official term on the Board has ended.
The duties of board members are to:
- meet regularly to discuss chapter goals and problems and determine future directions;
- obtain all information necessary to consider and vote intelligently on chapter issues;
- establish chapter policy;
- approve the annual chapter budget;
- attend and participate in chapter meetings; and
- ratify or amend decisions made by the executive committee.
Board members should communicate at least bimonthly with the president and other members of the Board to discuss chapter issues.
The councillor is a key player in the development of ACEP policy. The councillor holds the chapter's vote at the annual meeting of the College. Councillors need to be knowledgeable about the issues and challenges facing emergency medicine and be able to communicate the chapter's stand on major issues.
Each chapter is entitled to one councillor by virtue of its charter. Beyond this basic representation, chapters are allowed one councillor for each 100 members. A chapter with a membership of 250, for example, would be represented by three councillors. Generally a chapter elects one alternate for each councillor - providing for coverage if a councillor is absent and giving additional members a chance to observe and participate in the annual meeting.
The duties of the councillor are to:
- represent the interests of the chapter at the annual meeting;
- participate in chapter meetings to increase awareness of issues affecting members; and
- report on council actions and election results to the chapter board and membership.
ACEP chapter policies vary on the provision of any reimbursement for the expenses their councillors incur in attending the annual meeting. To help them prepare for the meeting, many chapters require councillors to attend a fixed number of chapter board meetings a year, as well as a special briefing to review proposed resolutions. Some chapters appoint councillors as members or chairpersons of chapter committees to encourage their involvement and input throughout the year.
Member committees can be an excellent means to accomplish chapter goals. The challenge as a chapter leader is to create a committee process that works. Otherwise, committees can become self-perpetuating, existing year after year without meaningful goals and with no real accomplishments.
To focus committee activities, chapter leaders have three effective tools to use: a mission statement, objectives, and workplans.
A mission statement is the basic definition of the purpose of the committee. It is the broad overview of what the committee is expected to do. If the committee doesn't have a purpose, it probably should not exist.
Objectives for the committee and its members relate directly to the goals of the chapter. In many chapters, the committee structure changes from year to year based on the priorities identified by the board or in the chapter long-range plan. In these chapters, there are no standing committees - only an ad hoc structure.
When committees are needed, chairpersons are appointed and given specific, clear objectives by the board of directors. When objectives are accomplished or chapter goals change, the committee is disbanded. The section titled Building an Active Chapter contains more information on setting chapter goals.
With clear objectives in hand, the next step for the committee chair is to develop workplans. These plans outline key activities required to accomplish each objective and give the chairperson a clear picture of the number of committee members needed to get the work done.
Waiting until workplans are developed to appoint committee members assures that everyone appointed has a job to do.
Nothing can dampen the enthusiasm of a committee appointee more quickly than a meaningless assignment.
If the committee output is to be reviewed by the board of directors, include board meeting dates in the workplan.
Make sure assignments are clear and committee members understand what is expected. Throughout the work process, the committee chairperson will be in touch with the committee and the chapter president to make necessary adjustments in assignments and deadlines.
More than 75% of ACEP's 53 chapters have some staff support, with responsibilities ranging from setting up files and keeping chapter books to meeting planning, program development, and issues management.
DETERMINING NEEDS FOR OFFICE
There are no hard and fast rules for determining when a chapter is ready to establish some type of chapter office. However, there are three basic points to consider: membership's activity level, chapter's financial stability, and leadership's commitment to guidance and providing momentum.
Level of activity
First look at the chapter's actual and projected levels of activity. Does the chapter meet its goals with volunteer support alone or are priority projects left undone? Staff support might make the difference.
For many chapters, hiring staff has meant the ability to branch out and become involved in a number of areas - educational programs, increased committee and board activity, more involvement in state EMS activity, liaisons with the state legislature and other medical groups, membership promotion, and public education. If chapter members are already fully involved and there is a need and desire for more chapter activity, staff support may be necessary.
The chapter's financial stability is another critical consideration. Costs of establishing and maintaining a staffed chapter office will vary according to location and level of support. Your chapter must analyze the expense carefully and establish solid, fiscally sound programs to safeguard the revenue level needed.
Chapter leaders must be committed to providing ongoing guidance and support to the staff members hired and to maintenance of a chapter office. A significant investment of time is required immediately before and after the opening of an office.
CREATING AN OFFICE
Once the chapter decides to establish an office, a group of members should be selected to assist with implementation. This committee's membership can be flexible, but should include at least the chapter officers.
These members will face a number of tasks including:
- creating job descriptions;
- establishing a budget for the office;
- selecting a site; and
- selecting staff member(s).
A complete chapter office checklist is included in Appendix Section 2.
Who'll run the office?
A self starter, someone who can function independently in the chapter office with periodic direction from the president, executive committee, and board of directors, is essential. The staff executive will need strong organizational and communication skills, and knowledge of budgeting and basic bookkeeping. The staff executive will also need knowledge of electronic communications and basic use of computers and software.
If the chapter hires only one employee, administrative skills will be an important job requirement. The Appendix Section 2 includes sample job descriptions for a chapter executive director, executive assistant, and administrative assistant. ACEP also has resources to assist chapters with hiring, managing, and evaluating chapter staff. Contact Chapter Services for additional information.
How do you find dependable staff?
Hiring the right person is critical to the success of the chapter office. The chapter's executive committee or board of directors should interview final applicants and make the final selection. This mechanism allows key leaders to share responsibility in the selection and helps ensure that the staff person hired can relate to the variety of personalities, concerns, and expectations that exist in the chapter.
If a chapter does not need to create a full-time office, sources of administrative support are:
- continued voluntary support by members and/or their spouses;
- use of chapter president's personal or corporate administrative assistant;
- use of administrative assistant from president's hospital or emergency department;
- shared services with other medical specialty groups;
- management services purchased from state medical society or association management firm;
- support from state hospital association;
- part-time administrative support; and
- creation of regional office support with other ACEP chapters.
ACEP provides support and continuing education to staffed chapter executives through the Chapter Executives Forum - held twice a year in conjunction with the Scientific Assembly and the Leadership and Legislative Issues Conference. Coordinated by Chapter Services staff and an elected executive committee of chapter executives, the forums feature information on chapter management as well as updates on major issues facing emergency medicine. All chapter employees receive details about upcoming forums. For additional information about the forums, contact Chapter Services.
Organization is the key to chapter effectiveness. A critical look at the chapter's current structure - bylaws, officers, committees, staff - will help chart the course for sound growth and increased activity.