What is the Board of Directors?

The Academy shall have a Board of Directors, which, in accordance with North Carolina law, shall be responsible for the management of the Corporation, including, but not limited to, management of the Corporation’s property, business, and financial affairs. According to the AAPA Bylaws (Article VII. Section 1 Board Duties and Responsibilities), the Board’s responsibilities include:

1. To grant charters to chapters, recognize specialty organizations, establish affiliation with caucuses and special interest groups, and establish Academy commissions or work groups as may be in the best interests of the Academy, taking into consideration any recommendations of the House of Delegates thereon.
2. To appoint or remove the Chief Executive Officer (CEO) pursuant to the affirmative vote of a two-thirds (2/3) majority of the Directors.
3. To direct the activities of the Academy’s national office through the CEO.
4. To provide for the management of the affairs of the Academy in such a manner as may be necessary or advisable.
5. To establish committees necessary for the performance of its duties.
6. To establish, regularly review, and update the Academy’s management plan to attain the goals of the Academy.
7. To call special meetings of the House of Delegates as provided under Article VI, Section 4.
8. To report the activities of the Board of Directors for the preceding year to the House of Delegates and members at the Academy’s annual meeting.
9. To establish the amount and timing of Academy membership dues and assessments.
10. To review and determine, on no less than an annual basis, how to implement those policies enacted by the House of Delegates on behalf of the Academy that establish the collective values, philosophies, and principles of the PA profession. If it determines that implementation of one or more such policies will require an inadvisable expenditure of Academy resources, or is otherwise not presently prudent or feasible, the Board shall, at its earliest convenience, report to the House the reasons for its decision.

All Directors must meet certain legal standards of conduct and attention in carrying out their responsibilities to the organization, including:

• Duty of Care. State law requires a Director to discharge his or her duties with the care an ordinarily prudent person in a like position would exercise under similar circumstances. This duty of care requires that Directors of a nonprofit organization become reasonably informed about the organization’s activities, participate in decisions, and do so in good faith and with the care that an ordinarily prudent person would exercise in similar circumstances. It requires, among other things, that Directors demonstrate a strong interest in an understanding of AAPA’s mission, goals and business within the context in which AAPA operates; attend meetings of the BOD and appropriate committees; prepare in advance for BOD meetings by reviewing materials prior to a meeting, obtain information before voting to support good decision making and use independent judgment in decision making; regularly review the organization’s finances; be sensitive to indications of potential problems or concerns and make further inquiry until reasonably satisfied that management is dealing with those concerns appropriately and complying with legal filing requirements.
• Duty of Loyalty. State law also requires a Director to act in a manner the Director reasonably believes to be in the best interests of the corporation. The duty of loyalty requires BOD members to act in the interest of the organization and not in their own interest or the interest of any other entity, particularly one with which they have a formal relationship. When acting on behalf of the organization, Board members must put the interests of the organization before their personal or professional interests. This requires, among other things, that Directors disclose any conflicts of interest, avoid the use of organizational opportunities for individual personal gain or benefit, and not disclose confidential information about the organization.
• Duty of Obedience. The duty of obedience requires that Directors comply with applicable federal, state and local laws, adhere to the organization’s Bylaws and remain the guardians of the mission.  The duty of obedience is carried out by ensuring compliance with all regulatory and reporting requirements, such as filing the annual IRS information return and paying employment taxes and making decisions that fall within the scope of the organization’s mission and governing documents. 

Open Positions, Terms, & Descriptions

There are four (4) open BOD/General positions with terms starting July 1, 2024:

• President-elect: three-year term – one year as president-elect, one year as president, and one year as immediate past president
• Secretary-Treasurer: two-year terms
• Director-at-large (2): two-year terms

Position Descriptions

Please refer to the Board of Directors Position Descriptions document, linked here, to learn more about the duties and expectations of board service.

Eligibility and Qualifications

In accordance with AAPA Bylaws, Article XIII, Section 3, candidates for Board director and officer positions must meet the following eligibility requirements:

1. A candidate must be a fellow member of AAPA.
2. A candidate must be a member of an AAPA constituent organization.
3. A candidate must have been an AAPA fellow and/or student member for the last three years.
4. A candidate must have served in at least two leadership roles in the Academy, Student Academy, a constituent organization or related PA organization (as defined in section (i) below) in the past five years. This experience requirement will be waived for currently sitting AAPA Board members who choose to run for a subsequent term of office.

   i. Related PA organizations include the PA Foundation, PA History Society, AAPA’S Political Action Committee, PA Education Association, ARC-PA or National Commission on Certification of Physician Assistants. An AAPA or constituent organization officer, board member, committee, council, commission, work group, task force chair.

5. Up to one leadership role as delineated in section three may be obtained by serving in an executive or equivalent role in a healthcare professional organization.

For purposes of verifying eligibility, the Governance Commission interprets these criteria as follows:

• ‘Leadership Role’ is defined as an elected or appointed position on a board, committee, commission, work group or task force, service as an AAPA HOD delegate, or service as an external representative for AAPA.
  • A distinct leadership role would include a position that has inherited succession (e.g. president-elect/president/immediate past president or vice chair/chair) or positions with concurrent roles (e.g. member and chair of a commission).
• ‘Healthcare Professional Organization’ may include a hospital, health system, professional association for health providers, medical society, licensing or public health board.
• ‘Executive or equivalent role’ may include a C-suite position (e.g. CEO, CMO), a director of ‘APPs,’ corporate medical director, or board member.

BOD/General candidates will be evaluated by the Nominating Committee for possible endorsement. An endorsement from the NomCom is an indication that a candidate possesses the skills and competencies that will be needed on the AAPA Board of Directors in the coming leadership year. Individuals who meet the eligibility requirements but who are not selected by the NomCom may opt to run as a “self-declared” candidate.

2024 BOD General Election Timeline

BOD Meetings Schedule

For planning purposes, candidates should be available for the following meetings:

The above dates are tentative and subject to change.

*Optional event

Who is Eligible to Vote in the BOD General Election?

Fellow and retired members, and members of the Student Academy Board of Directors and Student Delegation with current membership as of May 5 will be eligible to vote in the BOD General Election. Those members with an email address on file with AAPA will receive a link to their ballot and related information.