It is likely that shortly after your appointment, the executive director of your NPC will provide you with orientation materials specific to your NPC. Please take the time to familiarize yourself with your NPC’s articles of incorporation and bylaws (click here for more information on governing documents) as well as minutes (click here fore more information on minutes and board meetings) for the last few board meetings and the most recent audit (click here for more information on audits and audit committees) by an independent auditor (ideally with comparative figures for the prior year). You should also review with the executive director a summary of your NPC’s insurance coverages.
It is likely that the executive director will also provide you with two important documents pertaining to all NPCs:
Please take the time to become familiar with these fundamental NPC documents.
By their positions at the VA medical center, the Medical Center Director (MCD), Chief of Staff (COS), Associate Chief of Staff for Research (ACOS/R) and/or Associate Chief of Staff for Education (ACOS/E) are statutorily required to be on thee board of directors of the NPC affiliated with your VAMC. Such NPC directors are known as “statutory VA directors.
Unless your NPC’s bylaws provide specific duties for statutory VA directors, the responsibilities and powers of a statutory VA director of an NPC are the same as those of any other member of the NPC board or for that matter, any other nonprofit. That said, VA tends to hold the MCD of an NPC accountable for any NPC missteps so it is important that MCDs take an active interest in NPC governance and activities, and make a particular effort to attend all board meetings whether in person or by phone (if phone presence is allowed by your NPC’s bylaws).
The term “ex officio” sometimes causes confusion. It simply means “by office.” Statutory VA directors are ex officio NPC directors because whoever serves in the designated VA positions serves on the NPC board. Like other board members, ex officio directors are expected to participate fully in the activities of the organization and in board meetings, and will have one vote on matters before the board. Board positions – including ex officio positions – may not be delegated to anyone else.
Special note for Statutory VA Directors: As a statutory VA director of an NPC, you serve on the NPC board in your official VA capacity. As a result, you may use VA resources, including your VA-duty time, to fulfill your NPC board responsibilities. Also, you have a statutory waiver of 18 USC 208 pertaining to prohibitions against serving on the board of an outside organization (click here for more details on VA employees serving on NPC boards.)
Because you serve on the board in your official VA capacity, you may have certain legal protections for your NPC-related actions. For example, subject to concurrence by the Office of the Attorney General, you may be afforded protection under the Federal Tort Claims Act to the extent it may be applicable to your board duties. However, if the board were to be sued by an employee for discrimination or wrongful termination, it is likely that the NPC will be responsible for its own defense and any judgments in the event it loses the case. Because not all risks are likely to be covered by VA, it is important for your NPC to carry private insurance.
Serving on the board of an NPC is not the same as serving on a VAMC committee. The board is legally responsible for the decisions and activities of the NPC. It is the corporate policy-setting and decision-making body. A board position may not be delegated. As an NPC board member once stated, “The buck stops with the board; we can’t kick decisions up to the VISN or CO.”
The board has specific responsibilities that are separate and distinct from the day-to-day management of the NPC. The fundamental board responsibilities of care, loyalty and obedience are codified in each state’s corporation statutes. To operationalize these, according to BoardSource (a nonprofit devoted to high quality nonprofit governance), all nonprofit boards should:
Established in 1992, the National Association of Veterans' Research and Education Foundations (NAVREF), is the membership organization of the VA-affiliated nonprofit research and education foundations. Our mission is to promote high quality management and communication among the VA-affiliated nonprofit research and education corporations, and to pursue issues at the government level that are of interest to our members. We encourage you to browse our website, attend our Annual Conference, subscribe to the NAVREF Member Forum, follow us on twitter @NAVREF, and participate in webinar discussions. We invite you to contact the NAVREF office when you begin your tenure as an NPC board director and any time you have questions. Click here for more about NAVREF.