CHC Board Roles and Responsibilities

Community Health Center Boards have a complex set of roles and responsibilities for governing their health centers. The following tools and resources will help your Board of Directors function effectively and with an understanding of its obligations.

Note: Legal liability is governed by state corporation law. Please seek legal advice to learn about the laws in your state.

Please click or scroll down for:
Federal Regulations
Corporate Compliance
Conflict of Interest/Standards of Conduct
10 Non-Profit Board Responsibilities
Duties of Care, Loyalty, and Obedience
CHAMPS Archived Board Webcast: Legal Roles & Responsibilities
Sample CHC Bylaws
Other Online Resources

FEDERAL REGULATIONS

Health Center Governing Board Functions and Responsibilities

  • The governing board for the center has the authority for establishing policy regarding the conduct of the center.
  • The governing board will hold regularly scheduled meetings, at least once a month. Minutes will be kept.
  • The governing board has specific responsibility for:
    • Selection and dismissal of a project director or chief executive officer for the center
    • Establishing personnel policies and procedures including:
      • selection and dismissal
      • salary and benefit scales
      • employee grievance
      • equal opportunity practices
    • Adopting policy for financial management practices including:
      • system to assure accountability for center resources
      • approval of annual project budget
      • center priorities
      • eligibility for services including criteria for partial payment schedules
      • long-range financial planning
    • Evaluating center activities including:
      • services utilization patterns
      • center productivity
      • patient satisfaction
      • achievement of project objectives
      • development of process for hearing and resolving patient grievances
    • Assuring the center is operated in compliance with applicable Federal, State, and local laws and regulations
    • Adopting health care policies including:
      • scope and availability of services
      • location and hours of services
      • quality-of-care audit procedures

For more information about Health Center Program governance regulations, visit these online resources:

Electronic Code of Federal Regulations (e-CFR)
Public Health Regulations Governing Grants for Operating Community Health Centers, Specifically § 51c.304: Governing Board

Health Resources and Services Administration (HRSA)
Summary of GOVERNANCE Program Requirements
Health Center Program Site Visit Guide (FY 2015)
Draft Health Center Program Compliance Manual
Governing Board Handbook (2000)
Excerpt: Health Center Board Members Do’s and Don’ts

National Association Of Community Health Centers (NACHC)
Reference Document: “So You Want to Start a Health Center: a Practical Guide for Starting a Federally Qualified Health Center”

Reference Document: “Funded! Now What?”

CORPORATE COMPLIANCE

An important component of the complex roles and responsibilities held by Community Health Center Boards of Directors is to establish, and demonstrate that they have followed, a compliance oversight process.  Visit the CHAMPS Corporate Compliance webpage for tools and resources that will help your Board of Directors function effectively and with an understanding of its obligations.

CONFLICT OF INTEREST/STANDARDS OF CONDUCT

One component of a robust corporate compliance program is delineating expectations for behavior for staff members, board members, volunteers, and others acting on behalf of the organization.  By doing so, a health center provides safeguards preventing these individuals from using their positions for purposes motivated by private gain and from inappropriately disclosing confidential information while maintaining compliance with related regulations.  Visit the CHAMPS Conflict of Interest/Standards of Conduct webpage for more information.

NON-PROFIT BOARD RESPONSIBILITIES

BoardSource (formerly the National Center for Nonprofit Boards) has identified ten basic responsibilities for nonprofit boards:

  • Determine Mission and Purpose
  • Select the Executive Director
  • Support the Executive Director and Review His/Her Performance
  • Ensure Effective Organizational Planning
  • Ensure Adequate Resources
  • Manage Resources Effectively
  • Determine and Monitor Programs and Services
  • Enhance Public Image
  • Serve as a Court of Appeal
  • Assess its Own Performance

For more information about Non-Profit Board Responsibilities, view the following CHAMPS article:
Ten Basic Responsibilities of Nonprofit Boards

DUTIES OF CARE, LOYALTY, AND OBEDIENCE

Board members, while carrying out their governance function, act as fiduciaries (persons to whom property or power is entrusted for the benefit of another) on the organization’s behalf. This role subjects directors to two obligations: the Duty of Care, and the Duty of Loyalty; directors are also subject to the Duty of Obedience.

  • The Duty of Care requires that directors act in a reasonable and informed manner, using the same degree of care as a prudent person in a like position would believe appropriate under similar circumstances.
  • The Duty of Loyalty requires that directors place the organization’s interest above their own personal interests.
  • The Duty of Obedience requires that directors be faithful to the organization’s mission.

For more information and details about the Duties of Care, Loyalty, and Obedience, view the following resources:

Association of Governing Boards
Fiduciary Duties

ASAE: Center for Association Leadership
Legal Duties of Association Board Members

BoardSource
What are the Legal Responsibilities of Nonprofit Boards?

The Law Project
Fiduciary Duties of Directors and Officers of Distressed Nonprofit Organizations

CHAMPS ARCHIVED BOARD WEBCAST

CHC Boards: Legal Roles & Responsibilities

Presented by Henry Granger, MEd
July 2005

Topics:
Self-assessment of suitability to serve on a CHC Board; General rights, roles, and responsibilities of the Executive Board of Directors and those of the Chief Executive Officer; Administrative roles of the Executive Board of Directors; Legal roles of the Executive Board of Directors; Ways the Executive Board of Directors can make its collective voice heard; Q & A

CD-ROM:

SLIDE COPIES:

  • Click HERE to download a printable version of the handouts, including slide text, for this webcast.

SPEAKER’S NOTES:

  • Click HERE to download a printable version of the speaker’s presentation notes for this webcast.

SAMPLE CHC BYLAWS

Several Region VIII CHCs have graciously provided their bylaws as reference for other CHCs. If your CHC is willing to share your bylaws on this site, please contact the CHAMPS Workforce Development and Member Services Director.

Sample CHC Bylaws:

OTHER ONLINE RESOURCES

BoardSource
The Source: Twelve Principles of Governance that Power Exceptional Boards

Book defining governance as a creative and collaborative process, addresses twelve principles including constructive partnership, culture of inquiry, sustaining resources, and more (publication available for purchase; overview available for free download).
Print Version
PDF Version

Colorado Community Health Network (CCHN)
Governance – CHC Resource Page
Board work plan tool plus additional resources addressing high functioning health center boards of directors.
http://cchn.org/governance-chc-resource-page/
Patient Centered Medical Home (PCMH) Toolkit
Toolkit of resources regarding leaders in the PCMH process, as well as resources about the National Committee for Quality Assurance (NCQA) PCMH Recognition process; these tools have been specifically designed for use by CHC leadership.
www.champsonline.org/assets/files/ToolsProducts/CHCBoardResources/BoardDocs/board_of_directors_toolkit.zip

Colorado Nonprofit Association
Principles and Practices for Nonprofit Excellence in Colorado

A document developed with the input of leaders of Colorado’s nonprofit, government, and private sectors, detailing principles and practices based on the fundamental values of efficiency, transparency, and accountability; focus areas include operations, governance, human resources, advocacy, financial management, and fundraising.
http://www.coloradononprofits.org/help-desk-resources/principles-practices/

Community Health Association of Mountain/Plains States (CHAMPS)
Agency Functions and the Delineation of Board/Staff Roles and Responsibilities

A useful tool in discussing the definition of board and staff roles.
www.champsonline.org/assets/files/ToolsProducts/CHCBoardResources/BoardDocs/BODvsStaffRolesTool.doc

Guidestar
The IRS View of Nonprofit Governance
Article addressing the increased focus that the IRS will be giving to good governance practices and internal controls.
www2.guidestar.org/rxa/news/articles/2009/the-irs-view-of-nonprofit-governance.aspx?source=dec09nwsltr

Health Resources and Services Administration (HRSA) Bureau of Primary Health Care (BPHC) Samples and Templates Resource Center (disclaimers apply)
Board of Directors Functions and Responsibilities
Sample document presenting the functions and responsibilities of a health center Board of Directors.
https://bphc.hrsa.gov/archive/technicalassistance/resourcecenter/governance/boardfunctionsandresponsibilities.pdf
Sample Board of Directors Governance Policy Manual
Health center governance policy manual addressing mission, role of the board, committees, officers, liability, and more.
https://bphc.hrsa.gov/archive/technicalassistance/resourcecenter/governance/sampleboardofdirectorsgovernancepolicymanual.pdf
Sample Table of Contents for Board Policy Manual
List of potential contents for a health center board policy manual, addressing legal descriptions, strategic plan, bylaws, board operations, finance/fundraising, and more.
https://bphc.hrsa.gov/archive/technicalassistance/resourcecenter/governance/sampletableofcontentsforboardpolicymanual.pdf

Independence Sector
Principles for Good Governance and Ethical Practice: a Guide for Charities and Foundations 

A list of 33 principles including six required by law and another 27 that charities should consider adopting if they make sense based on their legal status, operational structure, and purpose.
https://www.independentsector.org/resource/principles-preview/
GuideStar.org article discussing the above document.
www2.guidestar.org/rxa/news/articles/2008/principles-from-the-panel-on-the-nonprofit-sector.aspx?articleId=1190#1

National Association of Community Health Centers (NACHC)
Governing Board Responsibilities and How to Do Them
Documents addressing each governance requirement of the Health Center Program.
http://mylearning.nachc.com/diweb/catalog/item/id/252274

National Council of Nonprofits
Board Roles and Responsibilities
Webpage of information addressing basic roles, legal duties, relevant data, practice pointers, education for board members, and additional resources.
https://www.councilofnonprofits.org/tools-resources/board-roles-and-responsibilities

Nonprofit Risk Management Center
Training, online resources, and more addressing volunteer risk management, financial risk management, etc.
www.nonprofitrisk.org

Office of Inspector General (OIG) of the US Department of Health and Human Services (HHS)
Practical Guidance for Health Care Governing Boards on Compliance Oversight

Document providing practical tips for Boards as they work to effectuate their oversight role of theirorganizations’ compliance with State and Federal laws that regulate the health care industry.
http://oig.hhs.gov/newsroom/news-releases/2015/guidance-release2015.asp
http://oig.hhs.gov/compliance/compliance-guidance/docs/Practical-Guidance-for-Health-Care-Boards-on-Compliance-Oversight.pdf

Lisa A. Runquist
Responsibilities and Duties of a Director of a Nonprofit Organization
Article addressing the questions that should be asked by directors in determining the scope of their responsibilities.
http://runquist.com/responsibilities-and-duties-of-a-director-of-a-nonprofit-organization/