Board of Directors Roles and Responsibilities

Board of Directors Roles and Responsibilities

The Executive Committee of the American Academy of Pediatrics (AAP) Board of Directors will consist of the president, president-elect, immediate past president, secretary/treasurer, and chief executive officer (CEO)/executive vice president (EVP), who will be an ex officio member and will not vote except in the event of a tie.

The Executive Committee will

  • attend weekly virtual Executive Committee meetings to review and deliberate governance requests.
  • make interim decisions between weekly calls, as needed.
  • review and approve testimony, correspondence, and other documents.
  • approve representative participation and ongoing liaison activities.
  • provide final publication approval for AAP policies and clinical practice guidelines.
  • represent the AAP with other medical organizations, child advocacy groups, organizations, or government agencies working to improve child health.
  • review all speaking requests and select AAP representatives based on the needs of the AAP and the importance of sustaining key relationships.

            (3.1.1) (Rev. 10/20)

The president will

  • Plan and facilitate Board of Directors in-person and virtual meetings.
  • Serve as a voting member of the Executive Committee.
  • Develop the Executive Committee and Board of Directors to their fullest potential.
  • Keep members of the Board of Directors informed and draw on their experience and knowledge.
  • Communicate effectively with the media and elected officials of other organizations.
  • Prepare his or her successor to assume the duties of president.
  • Represent the AAP at external meetings and events.
  • Cultivate and foster relationships with external domestic and international organizational partners.

              (3.1.2) (Rev. 10/20)

The president-elect will

  • Serve as a voting member of the Executive Committee.
  • Learn the role of president and the functions of the Executive Committee.
  • Keep members of the Board of Directors informed and draw on their experience and knowledge.
  • Represent the AAP at external meetings and events when the president is unable to attend.

(3.1.3)

The immediate past president will

  • Serve as a voting member of the Executive Committee.
  • Serve as a resource for the president and president-elect.
  • Provide mentorship and support to incoming Board of Directors and members of the Executive Committee.
  • Participate in an exit interview with the Executive Committee, prior to the end of their term.

             (3.1.4) (Rev. 10/20)

The secretary/treasurer will

  • Serve as a voting member of the Executive Committee.
  • Serve as the chairperson of the Audit Committee.
  • Keep additional Board of Directors members informed on the weekly business and decisions of the Executive Committee, on request.
  • Create and foster a culture of trust and transparency between the Executive Committee and the additional Board of Directors.
  • Provide counsel and guidance to Board members, as necessary.

(3.1.5) (Rev. 10/20)

The CEO/EVP will

  • Facilitate weekly Executive Committee meetings.
  • Serve as a member of the Executive Committee (ex officio member and only voting in the event of a tie).
  • Assist the Board of Directors, the Executive Committee, and the board committees in the development of AAP policy and programs.
  • Function as the CEO of the AAP.
  • Direct staff in the implementation of policy and programs.
  • Oversee and supervise senior staff and approve all major decisions on matters of recruitment, evaluation, salary, retention, and release of AAP personnel.
  • Hire, direct, evaluate, and discharge all staff.
  • Represent the AAP with other medical organizations, child advocacy groups, and government agencies working to improve child health.
  • Assist the Board of Directors and Executive Committee in strategic planning.
  • Direct the AAP operational planning and reporting.
  • Bring new and innovative operational- and child health–related concepts to the attention of the Board of Directors.
  • Effectively communicate AAP positions and policies to outside organizations and individuals.
  • Effectively communicate with the Executive Committee and Board of Directors on current issues.

             (3.1.6)

Election of the Secretary/Treasurer

The Secretary/Treasurer of the Board of Directors will be elected annually from among the members of the Board. The Secretary/Treasurer will serve a one-year term coinciding with the calendar year and may serve no more than two terms. Eligible members for the office must have served two full years on the board. Nominations and the elections will ordinarily occur at the last board meeting of the calendar year.

(3.2)

Roles and Responsibilities of All Board Members

The board of directors is made up of thirteen members and the executive committee (president-elect, president, immediate past president, CEO, and secretary treasurer) for a total of seventeen members. The secretary/treasurer is selected from the among the members of the board. Ten members of the board are district chairpersons, elected by members from a specific geographic area (see policies 3.1 and 5.3). At-large members are elected nationally by all members, and have leadership experience in committees, councils and sections. District chairpersons have responsibilities related to participating in chapter and district initiatives. All board members represent the needs of all members when serving on the board of directors. Board members will:

    • Advance the health, safety, and well-being of all infants, children, adolescents, and young adults.
    • Advocate for primary care pediatricians, pediatric medical subspecialists, and pediatric surgical specialists.
    • Support and strengthen the AAP.
    • Encourage innovative approaches to problem-solving.
    • Uphold AAP bylaws, policies, and procedures.
    • Fulfill the governance responsibilities charged to board committees.
    • Review and consider approval for the annual AAP operational budget for each fiscal year.
    • Attend and participate in all Board of Directors in-person and virtual meetings and board committee meetings.
    • Appoint members for national AAP committees.
    • Serve on board-level committees.
    • Review and consider approval for AAP policy statements, clinical reports, technical reports, clinical practice guidelines, and requests for endorsements.
    • Revise the American Academy of Pediatrics Board of Directors Policy and Procedures Manual, as needed.
    • Participate in the revision of the Agenda for Children and the implementation of activities related to child health priorities.
    • Monitor the progress and implement the objectives of the AAP strategic plan.
    • Review and consider approval for Friends of Children Fund and Tomorrow’s Children Endowment
    • requests.
    • Promote opportunities for collaboration and communication among chapters, committees, councils, and sections.
    • Monitor and support chapters, committees, councils, and sections.
    • Recognize the achievements of chapters, committees, councils, and sections.
    • Address national, chapter, committee, council, and section membership concerns.
    • Encourage and promote resolutions to be submitted to the Annual Leadership Forum (ALF) from chapters, committees, councils, and sections.
    • Represent the AAP at meetings and events, upon request of the Executive Committee.

         (3.3) (Rrev. 10/19, 10/20)

Past Presidents, Past Board Members, and Past Chief Executive Officer/Executive Vice Presidents

Past presidents and past CEO/EVPs will comprise a Past Presidents Advisory Committee, which will meet monthly to provide advice on pediatric and child health issues to the AAP, provide institutional memory, serve as a resource for development activities, and represent the AAP as requested by the AAP president. A chairperson will be elected by the advisory committee from among the committee members and serve one 4- year term. All past board members will meet in person annually at the National Conference & Exhibition, and virtually as needed, to receive organizational updates.Benefits extended to former presidents, former board members, and former CEO/EVPs include the following:

  • One lowest-cost airline ticket for attendance at the National Conference
  • Dues waived for life
  • Discounted, reimbursed, or waived registration fees at continuing medical education courses, National Conferences, workshops, and seminars
  • Waived family registration fee and any cost of attending the Annual Business Meeting
  • Invitation to President’s Dinner at the National Conference
  • Reserved seating at the Annual Business Meeting
  • Receipt of minutes of all Board of Directors meetings on request
  • Travel and 3 nights’ lodging for attendance at the National Conference
  • Four hotel nights and meals for up to 4 family guests of the president during the National Conference (Airfare will remain a personal expense.)

(3.4)

One Position per Person

To make AAP leadership opportunities possible to a diverse spectrum of members, leadership positions are limited to one position per person at a given time. A person may serve in only one elected or appointed leadership position on the board, a committee, a section or council executive committee or on a journal editorial board (e.g., Pediatrics, Pediatrics in Review, Hospital Pediatrics, AAP Grand Rounds, and NeoReviews) at a given time. Overlapping service in rotating from one position to another of up to 5 months will be permitted. At the discretion of the Board, individuals in current AAP leadership positions may be appointed from time to time to ad hoc groups or other similar activities. Exceptions to this policy may be granted by the Board.

(3.5 rev. 10/19)

Board Committee Charters

Audit

The Audit Committee will review the annual financial audit. Governance responsibilities will include the following:

  • Review and provide a recommendation to approve the annual financial audit.
  • Be chaired by the secretary/treasurer.

(3.6.1)

Equity

The Committee on Equity will provide leadership and guidance to advance the AAP’s approach as a diverse and

inclusive organization, which seeks to promote equity and eliminate bias and discrimination in health care. The Committee has broad oversight with links to policy development and evaluation strategies to monitor relevant outcomes for our members and for the patients, families, and communities that we serve. Governance responsibilities will include the following:

  • Identify opportunities in AAP educational, policy and advocacy activities to continually improve health equity practices. (Evaluation strategy: monitor pediatric population demographics and child health trends to inform these AAP activities.)
  • Assure the recruitment and retention of diverse AAP leaders at all stages of career and professional development. (Evaluation strategy: monitor the demographics of AAP membership and leadership.)
  • Coordinate and facilitate communication across AAP equity-focused health initiatives and constituent groups, including, but not limited to, the Section on Minority Health, Equity and Inclusion, the Section on LGBT Health and Wellness, the Committee on Native American Child Health, and the Council on Immigrant Child and Family Health.
  • Support the development of educational materials and learning opportunities for members to enhance recognition of and response to bias and discrimination in health care.
  • Support the development of resources for parents and caregivers on how to effectively identify, prevent and mitigate the effects of bias and discrimination and to support racial and ethnic socialization.
  • Collaborate with external partners and constituents, including federal, state and local policy makers, to reduce disparities, promote equity and eliminate bias and discrimination in health care.
  • Provide leadership and consultation for AAP diversity, equity and inclusion activities.
  • Assure the inclusion of content that addresses bias and discrimination and promotes equity at educational and leadership sessions at all AAP meetings and in approved continuing medical education and maintenance of certification activities.

The committee will consist of five members, including the Chair, to be appointed from among the Board of Directors. The AAP President will participate in an ex-officio capacity.

(3.6.2) (Rev. 5.20)

Ethics

The Ethics Committee will provide guidance on policies and issues related to AAP organizational ethics and member conduct including, but not limited to harassment. Governance responsibilities will include the following.

  • Annually review and/or develop policies related to these areas of organizational ethics and as needed.
  • Conduct preliminary review of specific issues that arise in accordance with these policies, as follows:
  • Review and discuss complaints of harassment and recommend options for disciplinary action as needed.
  • Make recommendations to the Board of Directors on ethical issues necessitating review. If the Ethics Committee cannot resolve an issue or reach consensus on a mitigation strategy, the issue will be elevated to the Executive Committee. If the Executive Committee is unable to agree on a mitigation strategy, a final decision will be made by the full Board of Directors.
  • At least annually review all such matters pending before the Committee.

The committee will consist of three board members and the Chairperson of the Committee on Bioethics. The committee will be chaired by the Immediate Past-President. (3.5.3) (Rev. 5.20)

Finance and Development

The role of the Finance and Development Committee is to provide financial guidance to the board regarding their fiduciary responsibilities and to ensure transparency, compliance, and achievement of long-term budget goals. Except for legal consultation determined to be necessary by the AAP president or sought by the Finance and Development Committee chairperson relating to irregularities or improprieties that are discovered during the audit, all legal consultation must be approved by the CEO/EVP. Governance responsibilities will include the following:

  • Review and provide a recommendation to approve the annual budget.
  • Review and evaluate the investment portfolio.
  • Communicate the availability of funding during the Friends of Children and Tomorrow’s Children

Endowment funding request process.

  • Evaluate the adequacy and reasonableness of compensation and benefits paid to AAP elected officers and Board of Directors.
  • Annually evaluate the AAP investment advisors.
  • Annually review the AAP tax return
  • Support Development in their philanthropic initiatives.

(3.6.4)

Governance

The Governance Committee will preliminarily review governance matters brought before the AAP Board of Directors. The committee will primarily evaluate issues related to the AAP Constitution and Bylaws, the American Academy of Pediatrics Board of Directors Policy and Procedures Manual, and the structure of the Board of Directors. The committee will perform preliminary review and evaluation of recommendations put forward by the chapter, committee, council, and section forum management committees before they move forward to the Board of Directors for final approval. The committee will review the committee appointment process annually to ensure fairness and transparency. The committee will ensure checks and balances within the organization and oversee the AAP election process. Governance responsibilities will include the following: •

  • Review and provide interim approval on recommendations put forward by the chapter, committee, and section Forum Management Committees and CMC.
  • Provide interim approval for AAP bylaw referendum language before that language receives final approval from the Board of Directors and, ultimately, is added to the AAP national election ballot.
  • Provide guidance to the Board of Directors on the committee appointment and reappointment process.
  • Review the American Academy of Pediatrics Board of Directors Policy and Procedures Manual on a regular basis (no longer than every three years) to ensure accuracy and propose necessary revisions.
  • Provide oversight and guidance on the AAP conflict of interest process.

(3.6.5) (Rev. 10/20)

Member Value and Engagement

The purpose of the Member Value and Engagement Committee is to promote member value and provide guidance and leadership on membership strategies, including, but not limited to, ensuring a vibrant and engaged membership. Reviewing engagement strategies for diverse member types is emphasized. The committee will monitor membership trend data and evaluate the alignment with member needs among the core AAP functions of advocacy, communications, and education, including member engagement at the chapter level. Governance responsibilities will include the following:

  • Review and provide approval for chapter awards.
  • Review engagement strategies for early career, diverse, underrepresented, and subspecialty member types.
  • Evaluate the alignment with member needs among the core AAP functions of advocacy, communications, and education.
  • Evaluate the alignment between national AAP and AAP chapter membership engagement goals.
  • Monitor membership trends, including membership counts, demographics, recruitment, and retention.
  • Review and provide approval for requests for economic hardship scholarships or dues reduction for members.
  • Review and provide interim approval for the ALF Referral List, Disposition Document, and Response to the Top Ten Resolutions.
  • Review and provide interim approval for board-certification waiver for Fellows and Honorary Fellow nominations.
  • Review and provide interim approval requests for member discipline and/or revoked membership.
  • Review membership categories and associated benefits.
  • Provide guidance and support on enterprise membership.

(3.6.6)

Policy

The purpose of the Policy Committee is to ensure that AAP policies are developed with the utmost integrity; remain a trusted resource for pediatricians, families, other health care professionals, health care systems, and policy makers; and are consistent with all other existing AAP policies. Governance responsibilities will include the following:

  • Review and provide approval for intents for policy statements, clinical reports, technical reports, and clinical practice guidelines when they are initially submitted and before they move on to the Intent Management Committee for review.
  • Review and provide approval for intents to revise, reaffirm, and retire policy statements, clinical reports, technical reports, and clinical practice guidelines.
  • Review policies statements, clinical reports, technical reports, and clinical practice guidelines in development and intervene as needed.
  • Identify gaps and provide guidance to authoring groups on needed policy statements, clinical reports, technical reports, and clinical practice guidelines.
  • Conduct continuous process improvement initiatives throughout the policy development pipeline.

(3.6.7)

Strategic Planning

The Strategic Planning Committee will be charged with making recommendations to the full Board of Directors related to the AAP mission, vision, and strategic initiatives and to identify critical strategic issues facing the AAP and child health in general. The committee will consist of 4 members, including the chairperson, who will be appointed from among the Board of Directors. Committee members will serve a 2- year term and members will be selected from the board with attention to representation of varied years of board service. The President, President-elect, CEO/Executive Vice President, Chief Medical Officer, and Vice President, Research will also participate. Governance responsibilities will include the following:

  • Review and provide updates to the AAP strategic plan, including the development of annual action steps.
  • Recommend child health priorities for the AAP Agenda for Children, in coordination with the Policy Committee.
  • Recommend topical issues of priority for Board of Directors meetings.
  • Assist in planning the annual Board of Directors Retreat.
  • Communicate organizational and child health priorities relevant for Friends of Children Fund and

Tomorrow’s Children Endowment funding.

(3.6.8)

Development of the AAP Strategic Plan

The work of the AAP is guided by its organizational mission and vision and operates under an AAP Strategic Plan approved by the Board of Directors. The goals and objectives of the Strategic Plan serve to guide overall programmatic direction and cascade through the organization to specific initiatives and focus.

At least annually, the Board Committee on Strategic Planning (BCOSP) will organize a planning retreat for the Board to review the organization’s mission and vision, examine data on the demographics and status of children and families, the profession of pediatrics, and review larger trends in medicine and the outside environment as they affect the AAP, its members, and children and families.

Following this annual review, the BCOSP will propose any necessary updates or revisions to the Strategic Plan goals and objectives to allow for continuous improvement and responsiveness to changes in the environment or emergent priorities.   

Progress on plan action steps will be evaluated quarterly by the BCOSP and reported to the Board. The Strategic Plan in its entirety is evaluated annually at the Board retreat, or when otherwise necessary.

(3.7)

Selection of AAP Child Health and Pediatrics Initiatives

The selection of AAP Child Health Initiatives will support organizational focus on the most important and/or emergent issues impacting child health and the profession of pediatrics.  Initiatives will have a strong affinity with the mission, core values, and vision of the AAP and align to the Strategic Plan.

A process for selecting initiatives will be evidence informed, address policy gaps and respond to child health and pediatric trends. Discussion of potential new initiatives will ordinarily begin at the annual planning retreat of the Board. In the following months, input will be solicited from AAP leaders, the membership-at-large, and family stakeholders. Once input is gathered, it will be vetted first by the Board Committee on Strategic Planning (BCOSP) and later at the Winter Board meeting.  Once initiatives are selected, staff will develop proposals for implementation. Final review and approval of the proposals will be made by the Board at the Spring meeting to coincide with the annual budgeting process.

(3.8)

Board of Directors In-person and Virtual Meetings

All Board of Directors in-person meetings will abide by the process and rules established in Article II, Section 10, of the AAP bylaws. An agenda with appropriate background material will be communicated prior to all meetings. An Executive Session of the Board of Directors can be convened during a board meeting. Agenda items will be solicited from the board by the president. The CEO/EVP will be present at all Board of Directors Executive Sessions unless the Executive Session is for the purpose of reviewing CEO/EVP performance.

The AAP bylaws permit meetings of the Board of Directors to be held electronically and for board members to participate virtually in meetings. All meetings of the AAP Board of Directors will follow existing rules of procedure as required in the bylaws. A quorum, with a majority of Board of Directors members participating, is required for a vote to take place. When board meetings are virtual or members are participating virtually, any votes must be recorded, and the vote of each board member will be recorded individually. For example, no votes may be taken by a show of hands or by voice vote. At the determination of the president, votes will be conducted by a call of the role or by electronic device. A majority vote of the Board of Directors members participating is required to approve an action. The outcome of the vote will be recorded in official meeting minutes.

(3.9)

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