AHA Council Conduct and Removal Policy

Adopted 2025

1. Purpose

This policy supplements Bylaw 5(1-4), pursuant to Article V, Section 1 of the Association’s Constitution by providing detailed procedures to ensure that issues involving Council member conduct or performance are handled fairly, consistently, and in a manner that upholds the integrity of the Association’s governance.

2. Principles

Council members are expected to abide by the rules and policies of the Association, including, but not limited to: the Constitution and Bylaws, the Code of Professional Conduct at Officially Sanctioned AHA Activities, the Statement on Standards of Professional Conduct, the Council Conflict of Interest Policy, and the Expectations and Guidance for Conducting Council Business. Members of the Council are expected to exhibit mutual respect and professionalism when dealing with employees, vendors, members and other Council members and must be aware of and fulfill their fiduciary duties to the Association. This policy promotes:

1. 1. Fair and transparent procedures;
   2. Timely resolution of concerns; and
   3. Protection of the Association’s mission.

3. Informal Resolution

Concerns about a Council member’s performance or conduct should, when appropriate, first be addressed privately by the President (or designee) and the Executive Committee. Coaching, mediation, or voluntary corrective action should be encouraged whenever possible.

4. Formal Review

If informal efforts are unsuccessful or inappropriate:

1. 1. A written concern may be submitted to the President or Executive Committee.
   2. The Executive Committee shall review the concern and gather relevant information. The Executive Committee shall recommend appropriate action to the Council (e.g., no action, warning, temporary suspension from duties, or removal. If the Executive Committee determines to recommend removal, at least fifteen (15) days prior to the meeting at which removal will be considered, it shall notify the Council member in writing of the grounds for proposed removal.
   3. The member shall have at least ten (10) days to respond in writing or request to meet with the Committee before the Council takes action.

5. Council Action

The full Council shall consider the Executive Committee’s recommendation at a regular or special meeting, following the notice and voting procedures in the bylaws. The Council member whose conduct is under consideration shall have the right to be heard before a vote is taken.

6. Documentation and Confidentiality

All discussions, findings, and actions related to this process shall remain confidential to the extent permitted by law and recorded in the Association’s confidential governance records.

7. Review and Revision

The Council shall review this policy at least every three (3) years and recommend revisions to ensure alignment with the bylaws, nonprofit law, and best practices in association governance.