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PRESIDENT'S LETTER — March 2007 From the desk of Vernon R. Temple, D.C. Dear Colleague, What a fast paced year this has been. As we approach the upcoming Annual Meeting in St. Louis I want to take a look back at all that the NBCE Board has accomplished in the past ten months. In my first newsletter, I outlined the direction of the Board and our goal to increase transparency and accessibility. Many of our policies now reflect this and our progress should be readily apparent throughout our breakout sessions and at the Annual Business Meeting this May. The Board has expanded this directive to mandate a complete review of current governance of the NBCE and a thorough review of the bylaws. Much of the work we have done this past year to address governance has been a result of the ever-changing responsibilities of boards of directors. Not just the NBCE, but all boards have had to take a critical look at their structure and procedures and conform to a new standard which is being established by both law and public expectation. The Sarbanes-Oxley Act directed at for-profit corporations was necessitated by the abuses of large corporations over many years. Although this legislation was not targeted at non-profits, the National Board welcomes the opportunities it presents to strengthen our organization. The Internal Revenue Service has been updating its policies for non-profit organizations, and we expect to see new federal laws developed to apply similar standards for non-profits. It is the intent of the NBCE Board to be a leader in governance much like it is in testing. Later, I will go into more detail on the actions of this past year that have been directed at not only ensuring that we meet the standard, but that we excel in all areas of good governance. One of the first steps we took to ensure good governance was to bring together legal expertise to help us develop best practices. To that end we have engaged two leading attorneys in the non-profit corporate arena: Janice Rodgers, J.D., and John Vail, J.D. They are partners in the law firm of Quarles and Brady in Chicago, Illinois. Mr. Vail practices in the Corporate Services Group and is uniquely qualified to advise the NBCE in legal issues with respect to non-profit governance and best practices. He received his J.D. from Loyola University and was admitted to the Illinois Bar in 1980. Ms. Rodgers concentrates on non-profits with emphasis on tax and investment policies. She received her J.D. from Harvard University and was admitted to the Illinois Bar in 1976. In 2006, Ms. Rodgers was named Illinois Super Lawyer for Non-profits. Together, Mr. Vail and Ms. Rodgers have guided our efforts to address governance issues especially with regard to board duties, conflict of interest and budgetary issues, and all best practices related to the Sarbanes-Oxley Act. Responsibility of the Board of Directors The new legal team has raised our level of understanding about two primary obligations of directors: the duty of care and the duty of loyalty. The duty of care calls upon a director to act in a reasonable and informed manner when participating in Board decisions and oversight of the corporation’s management. The duty of loyalty requires directors to exercise their powers in good faith and in the best interests of the corporation, rather than in their own interests or the interests of another entity or person.* Attending meetings, exercising independent judgment, keeping informed are important tasks that fall under the duty of care. Just as important is the duty of loyalty in adopting procedures that will prevent any future legal problems for the NBCE. Likewise, confidentiality of board-room discussions, finances and disclosure of potential conflicts of interest are important aspects in fulfilling our duty of loyalty to the NBCE. Sarbanes-Oxley Act Even though Sarbanes-Oxley does not apply directly to the NBCE, many of its provisions have been adopted as best practices for non-profits. Two features apply to all organizations: whistleblower protection and mandatory document retention policy. While the document retention policy is already in place at the NBCE, over the next couple of months we will be writing the policy on whistleblower protection. This policy will protect employees and others from retaliation if they have reported conduct they believe is illegal or a violation of the organization’s policies. There are many best practices evolving from Sarbanes-Oxley that have already been implemented by the NBCE—for example, the requirement for independent financial audits by a certified public accountant. The NBCE has had independent audits for more than 20 years and the results have always been published in the annual report. This year, the Board will hold a breakout session before the annual meeting to allow individuals an opportunity to thoroughly review financial data and actual expenditures. In additional to voluntary compliance with non-profit best practices, the NBCE will rotate its auditor next year so that we have a fresh look at our accounting and reporting practices. The Board, although not required by this law, is willingly concentrating on the guidelines articulated by Sarbanes-Oxley to demonstrate our commitment of accountability to the chiropractic profession. We plan to go beyond the law by demonstrating transparency and honesty in stewardship of our resources, and by respecting the worth and dignity of the diverse personalities who are constituents of the NBCE. The Board has worked on many issues this year; I will touch on just a few of the more important items: Responsibility of Board Members Over the past several months the Board has worked at developing policies addressing conflict of interest and confidentiality for Directors, which have recently been adopted by the full Board. Lengthy discussions have been devoted to board member responsibilities and conduct. The Board is committed to encouraging open discussion at its meetings and confidentiality of board room proceedings. Directors must be assured that they can engage in open dialog without comments and opinions being repeated by others outside of the board room. This policy ensures that discussions are never hampered or restricted, and that the ultimate decisions of the Board are supported by all of the Directors (again, under their duty of care and loyalty). As our Board moves forward as a cohesive unit, we are more efficient and we build greater respect within our leadership team and the chiropractic community. NBCE Bylaws Revisions Never have I been more impressed than when I had the opportunity to be involved with the NBCE Bylaws Committee’s work over a two-day period to address bylaws issues. I believe that they have developed bylaws revisions that will be well received by the delegates in St. Louis. I watched the five members of this committee in their discussions and then in their presentation to the full board as they explained their rationale, their compromises and their final draft. I truly believe this is a document that delegates will see as best for the organization. The revisions to the NBCE bylaws will be presented and voted on in separate and cohesive sections to encourage delegate discussion and understanding. The bylaws revisions as proposed will continue to ensure organizational stability for the NBCE and at the same time increase delegate involvement. Proposed changes include:
For the first time, the proposed changes will be publicly available on the NBCE Web site (www.nbce.org) by March 21 as well as being sent to the delegates and alternates by mail. New District V Director On March 3, the Board appointed Dr. Norman Ouzts of South Carolina to fill the unexpired term of District V Director Dr. Steve Willen, who resigned. The Board felt that it was important to seat an interim Director immediately. Since the full Board only meets in person twice per year, we were committed to ensuring that District V was represented as we conduct important business in St. Louis. This action is in accordance with Article IV, Section 6 of the NBCE Bylaws which directs the NBCE Board to fill a vacancy in district directorship with an individual from the district in which the vacancy occurred. “The Director who is appointed to fill a District Directorship vacancy on the Board of Directors shall serve until the following Annual Meeting of the State Delegates of the National Board of Chiropractic Examiners at which time the vacancy shall be filled in the same manner as for original election, and for the balance of the term of the Director whose position became vacant.” Articles of Incorporation After review and consultation with our new legal team, the Articles of Incorporation were revised to better reflect the activities of the NBCE and to ensure that we do not jeopardize the 501(c)(6) status. The Articles of Incorporation had not been revised since 1963. The change does not alter the status of the corporation but expands our ability to participate and support the chiropractic profession when necessary. Testing The primary job of the NBCE is to provide superior pre- and post-licensure examinations for state licensing boards. We have continued in this most important task and recently celebrated a ten-year anniversary for the Part IV Exam. It cannot be said often enough that without the support and the dedication of state delegates, board members, and chiropractic examiners we would be unable to accomplish all that we do in testing. It is with your support and involvement that we remain the gold standard in professional examinations—not only in chiropractic but throughout the entire testing community. In closing, The late President Gerald Ford once said, “I want to be a good President but I need your help.” If I am a good President for the NBCE it will be because of the tremendous help that I have received over the past year. The Board of Directors has provided me with the support, counsel and guidance to help move this organization in a forward direction. Their dedication and commitment to this organization is steadfast and I sincerely thank them for all that they do. Under the direction of Mr. Horace Elliott, Executive Vice President, the staff embraces the NBCE and demonstrates a level of dedication and commitment that allows this organization to excel. There are 34 employees at the NBCE; each one is an important cog in keeping this well-oiled machine running. I look forward to seeing you at the upcoming Annual Meeting on Friday, May 4, to bring you up to date on all that the Board has accomplished, and to listen to your thoughts on the work of the NBCE for the upcoming year. I think you will be excited to see all that we have accomplished within this past twelve months. See you in St. Louis, Vernon R. Temple * From: Guidebook for Directors of Nonprofit Corporations, second edition (2002). Quarles & Brady, LLP, George W. Overton and Jeannie C. Frey, editors. Chicago: Book Publishing, American Bar Association. National Board of Chiropractic Examiners |