Lifelines: Avoiding, Recognizing and Managing a Crisis

1. Lifelines: Avoiding, Recognizing and Managing a Crisis Maureen Cones, Chief Legal Officer Tina McRae-Phelps, Dir., Constituent Relations

2. lifelines – Avoiding, recognizing and managing a crisis Agenda • Avoidance • Understand the 3Ds • Live the Duties • Recognition • Decide what is a “crisis” • Practice and Prepare • Management • Crisis Response Team • Assessment • Action

3. Avoiding liability Understanding and Living Your Fiduciary Duties The Basics: • What is a fiduciary? • Legal relationship • Central purpose

4. Avoiding a crisis Understanding and Living Your Fiduciary Duties • Duty of Care • Reasonableness Standard: What would a reasonably prudent person in similar circumstances do? • Perfection is not required • Reliance on experts is permitted • Make reasonable inquiry • Protect confidential information (including information shared in executive session and attorney-client privileged information

5. Avoiding a crisis Understanding and Living Your Fiduciary Duties • Duty of Loyalty • Undivided loyalty to the organization • Avoid conflicts of interest • Actual conflicts • Potential conflicts • Appearance of conflicts • Resolving conflicts • Wearing more than one hat

6. Avoiding a crisis Understanding and Living Your Fiduciary Duties • Duty of Obedience Requires you to adhere to: - All federal and state laws and regulations - Articles of Incorporation/mission - Bylaws - Policies and Procedures

7. AVOIDING LIABILITY Understanding and Living Your Fiduciary Duties • Make your best effort and use your best judgment – perfection is not required • Directors are generally not personally liable for actions unless they act in bad faith, with gross negligence, intentional misconduct or fraud • You can rely on experts • Attend meetings • Review materials • Ask questions • Avoid conflict of interest • Report irregularities • Follow the law and be true to the mission and purpose

8. Crisis Planning • Defining a “crisis” • Designing response teams and roles and responsibilities • Legal hold procedures • Crisis rehearsal exercises

9. Avoiding a crisis Warning Signs • Communication problems • Limited cash reserves • Turnover/volunteers disengaged • No access to financial data • No access to policies/procedures • Misplaced authority to act on behalf of the organization

10. PREPARING FOR A CRISIS Group Exercise • SCENARIO: TRAGEDY IN THE WORKPLACE • You are the chief staff officer in your organization. It is 6:30pm and you are at home for the evening. You take a call at home from the building manager who tells you that he has just called an ambulance to the office. There has been an incident in which it appears that an employee has taken his own life. Loud bangs were heard coming from the bathroom facilities about 20 minutes ago— when the building porter went in to investigate, he found a locked toilet cubicle and a body slumped on the floor in a pool of blood. Ambulance and police are on their way. • What do you do? Document your actions.

11. So what do you do? • Ask questions • Know your bylaws and your policies • Set expectations for accountability (by whom and by when?) • Communicate early and often • Raise the issue appropriately with board and appropriate staff • Make ANA aware • At the outset of the matter

12. Understanding ANA’s Commitment to C/SNAs ANA’s commitment to supporting the C/SNAs is demonstrated in ANA’s 2014-2016 Strategic Plan, specifically, Goal 5: “Strengthen Constituent and State Nurses Associations and the ANA Enterprise through mutual partnerships.”

13. Personal Leadership and Operational Development

14. ANA as a Lifeline… • Financial management service • Accounts payable • Accounts receivables • Audit review/guidance • Tax preparation • Legal Guidance • Communications planning and tactical assistance • Legislative and Regulatory Advice • Assistance with governance, operations and other subject matter experts

15. Who to Contact? Tina McRae-Phelps, Director of Constituent Relations Email: tina.phelps@ana.org Phone: (301) 628-5368