Governance Page

Click here or on the graphic below to review the governance checklist.

 

Employee Handbook/Policies

Click here to view TOA’s employee handbook/policies (updated 2012):  2012 TOA Employee Handbook.wfc revisions.clean

Click here to view TOA’s electronic policy (updated 2012):  Electronic Resources Policy.TOA

Click here to view TOA’s wage overpayment policy (updated 2012):  Wage Overpayment Policy.TOA

Anti-Trust Avoidance

With two or more competitors in an industry gathering together, it is critical to avoid discussions that may lead to anti-trust violations. The Federal Trade Commission (FTC) recommends trade associations have a “measure of anti-trust avoidance” in place.  Record annually in meeting minutes that leaders have been advised not to violate anti-trust laws.  A policy of anti-trust avoidance exists.  TOA records its anti-trust statements in the meeting minutes.  Click here to view TOA’s anti-trust policy.

Click here to complete the Anti-trust Statement Form.

Board Responsibilities

Click here for an overview of the board responsibilities.  Click here or on the graphic below to see a two page outline of Board Responsibilities.

 

Bylaws & Articles of Incorporation

An association must have a set of articles of incorporation and a set of bylaws. Amended bylaws must be sent to the Texas Secretary of State’s office.

TOA Articles of Incorporation: These are from 1936 (we are determining an alternative)
TOA Bylaws:  TOA Bylaws April 18 2015
TOA Bylaws:  Amendment Process

Conflicts of Interest

Good governance includes a policy to disclose conflicts on a consistent and regular basis.  Board members understand that response to disclosure can range from documentation to request for recusal or resignation.  A conflict of interest form is distributed and kept by TOA’s office.  TOA reads the disclosure statement at the beginning of each board meeting:  2016 Conflict of Interest Disclosure.

Click here to complete the Conflict of Interest Form.

Finances

The board is responsible for the assets of the organization. Tools for monitoring and reporting financial assets include:

  • Annual budget.
  • Financial reports.
  • Audits.
  • Investment policy.

TOA follows the following measures to ensure accountability:

  • The budget is approved annually and noted in the minutes.
  • Financial statements are presented and accepted at every board meeting.
  • Policy exists on conducting an audit, review, or compilation by an independent financial professional.
  • An investment policy exists for savings/reserves.
  • Board is conversant in budget and finances.
  • Board knows the ratio of dues to non-dues income.
  • Board understands ratio of savings to annual budget.
  • Minutes reflect that the board has conducted its due diligence at meetings.
  • Safeguards and policies are in place to protect assets.
  • Awareness exists that the CPA is accountable to the board.
  • Policy on check signing and credit card usage.
  • Reimbursement guidelines and documentation by receipts.

The executive director handles the bookkeeping through QuickBooks.  Dykes, Reed, Boggs & Flynn handles questions related to bookkeeping and employment taxes.  Bank statements and reconciled files are presented to the executive committee every month.  Income statements are presented at each board meeting.  Dykes, Reed, Boggs & Flynn prepares and files TOA’s employment filings with the IRS and the State of Texas.  Allman & Associates is responsible for preparing TOA’s annual 990 filing and answering any IRS-related questions.

Insurance

TOA’s bylaws require the organization to hold D&O insurance to protect the organization.  The organization carriers Workers’ Comp and business liability insurance.  TOA purchases event insurance for the annual conference.  Mike Pennington of Reata Insurance Group handles all of TOA’s insurance.

Policies

TOA keeps policies related to the following issues:

The policies may be adopted, amended, and rescinded by the board without notice to members.  Policies are not procedures, and they must be consistent with governing documents.  The policies must be applied consistently and should be re-affirmed by the board on a periodic basis.  A sufficient number of policies in an organization is often 25 to 50.

Measuring Performance

TOA provides an analysis of its performance for each board meeting to ensure the board that TOA is among the best.

Meeting Minutes

TOA keeps all of its approved meeting minutes in one place and are safeguarded perpetually in TOA’s hard drive and on this web page.  TOA has the following policies related to meeting minutes:

  • Minutes record actions and motions. They may include self-serving statements.
  • Minutes are not a place to record directors’ notes and reminders.
  • Audio recordings are discouraged.
  • Minutes are approved by motion of the board.
  • Document decisions of the executive committee.
  • Proof that an annual corporate meeting exists.

Meeting Minutes compilations: 2020-2016, 2015-2011, 2010-2006, 2005-2001, 2000-1996, 1995-1991 … older files available upon request.

Membership Notices

A membership organization is required to give notice to members that (1) dues are not deductible as a charitable expense, and (2) a portion of the dues were used for “direct lobbying.”  TOA includes a non-deductibility notice on all membership applications and dues renewals. TOA indicates the percentage of lobbying to members every year and keeps a record of such notices to support an audit inquiry.

Mission Statement

TOA’s mission is to ensure outstanding musculoskeletal care for Texas patients.  The mission is the organization’s purpose for existence, and nearly all discussions, actions, and resources should center around the mission statement.  Mission creep or drift are actions that neglect the purpose for existence.  The mission should be kept in front of the board, committees, staff, and stakeholders as often as possible and should be easy to articulate.  It should be amended or affirmed by the board every three years.

Public Records – Federal

The following documents are required by the IRS and are open to the public:  Click here to view TOA’s IRS 990 annual filings.  Click here to view TOA’s IRS determination letter from 1986.

Public Records – State

The following documents are required by the state of Texas and are open to the public:  An annual filing with the Texas Comptroller Office to indicate no tax due. The accountant handles it.  A regular filing every three years or whenever a new bylaw is passed with the Texas Secretary of State.

Subsidiaries

Texas Orthopaedic Association Political Action Committee (TOPAC) a 527 organization and the Texas Orthopaedic Foundation 501(c)(3)

Unrelated Business Income

TOA is a 501(c)(6) organization whose income is generally exempt from taxes.  However, some un-related business income could be taxed:

  • Rental income.
  • Advertising.
  • Royalty income and endorsements.
  • Sponsorship income is exempt and advertising income is taxed.