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Board Policies - Board Members
Board of Accountancy Partnership
Policy Number: 02-018
Subject:Board of Accountancy Partnership
Date:   May 20, 2002
Approved:May 20, 2002
Purpose: To establish collaborative roles and responsibilities of Board of Accountancy members, Board Administrator and Board staff
 
Applicability: This policy applies to Board members, Administrator and staff
 
Policy: The Board members, Administrator and staff comprise a three-way partnership with joint responsibility to provide careful and fair regulation of the practice of public accountancy in Oregon. Each of the partners has different, but important responsibilities toward the achievement of that goal.
  • The Board is responsible for, and has ultimate authority to regulate the profession. The Board acts as one body, with collective authority to make policy decisions. In formulating policy, the Board must consider every question posed with the public interest in mind. Board discussions must be accurately reflected in the minutes so that the reasons for policy determination are recorded.
  • The Administrator directs the actual operations of the Board and is the immediate and central authority of the organization. The Board and the Administrator work together to define the best way to achieve the objectives they jointly seek. The Administrator is the intermediary between the staff and Board.
  • Board staff is responsible for accomplishing the work of the Board, as assigned by and under the direction of the Administrator. Staff may have combined experience and historical knowledge that is essential to efficient operation of the organization. Staff members do not have direct contact with Board members unless directed by the Administrator, and the results of such contacts are reported to the Administrator.

Evaluation of Best Practices by Board of Accountancy
Policy Number: 07-037
Subject:Evaluation of Best Practices by Board of Accountancy
Date: August 8, 2007
Approved:October 8, 2007
Purpose: To set forth the policy and procedures relating to self-evaluation of Best Practices of the Board of Accountancy
 
Applicability: This policy applies to Board members
 
Policy: The Board shall conduct an annual review and self-evaluation of Best Practices of the Board of Accountancy with respect to management,governance and oversight that are employed by the Board pursuant to the Board mission statement.  The evaluation shall be conducted in accordance with the following standards:
  • The Board adopts the Best Practices for management, governance and oversight as stated by the Joint Legislative Audit Committee
  • The Board shall conduct an annual review and evaluation of stated Best Practices in public meeting
  • The results of the self-evaluation of Best Practices shall be reported in the Board of Accountancy Annual Performance Measure Report
  • Results of the self-evaluation of Best Practices shall be based on verifiable information that is recorded in the minutes of the Board meeting during which the evaulation was conducted. 

Lobbying Activities & Guidelines for Working with Legislature
Policy Number: 01-015
Subject:Guidelines for Working with the Legislature
Date:   January 3, 2001
Approved:January 3, 2001
Purpose: To maintain the integrity of the Board of Accountancy in the legislative process by establishing clear guidelines, and to assure that all activities and conduct during or in preparation for the legislative process comply with established legal requirements and these guideline
 
Applicability: Board of Accountancy members, employees and representatives
 
Policy: The Oregon Board of Accountancy adopts those policies published by the Oregon Department of Administrative Services related to lobbying activities by public officials and the appropriate sections of the Oregon Government Standards and Practices Commission as revised from time to time.
 
A copy of the most current DAS Policy and the appropriate sections of the Oregon Government Standards  will be provided to Board members and incorporated herein as though copied in full.

Statement of Ideals for Board Members
Policy Number: 02-017
Subject:Statement of Ideals for Board Members
Date:   September 3, 2002
Approved:October 21, 2002
Purpose: To foster and develop collective wisdom, cooperative decision-making, and unity in action
Applicability: This policy applies to Board members of the Oregon Board of Accountancy
 
Policy: Board members shall:
  • Be an advocate for the Board and its mission
  • Follow Board policies and procedures
  • Attend all Board meetings and prepare for and participate in Board discussions: examine issues objectively; identify sources of differing opinions, and resolve dissent and discord
  • Participate in additional board responsibilities whenever possible
  • Participate in the planning process
  • Mentor new Board members
  • Assist in identifying and locating resources
  • Establish broad policies as necessary to maintain consistency of action
  • Base decision-making process on public protection
  • Support all Board decisions
  • Support staff in implementation of Board decisions

Voting
Policy Number: 02-013
Subject:Voting Requirements
Date:   October 20, 2002
Approved:October 21, 2002
Purpose: To clarify voting requirements for members of the Board of Accountancy

Applicability: Members of the Oregon Board of Accountancy
 
Policy: Board members will follow the voting standards described in the memo entitled "Voting, Recusal, and Conflicts of Interest", provided by legal counsel, a copy of which is attached and incorporated herein as though copied in its entirety.

OREGON BOARD OF ACCOUNTANCY
VOTING, RECUSAL, AND CONFLICTS OF INTEREST
DUE PROCESS - UNITED STATES CONSTITUTION
Legally:
The right to a fair hearing includes the right to an unbiased fact finder. "Bias" means more than having a general opinion or predisposition.
Courts recognize two types of bias:
  1. Prejudgment of the facts without the ability to decide based only on the record at hearing.
  2. Personal interest
    • Financial interest
    • Personal bias against a party
Constitutionally, the investigation, "prosecution," and deciding functions need not be separated within an agency.
Practically:
The Board can avoid challenges to its actions by keeping the investigative function separate from the deciding function.
  1. Avoid having to respond to legal arguments that may be persuasive at a hearing, regardless of the ultimate merit of the argument.
  2. Avoid the appearance of impropriety.
  3. It may be better service to the public to go beyond the minimum requirements of Due Process.
What does this mean for voting?
  1. A Board member who has personally participated in an investigation of a matter - or prejudged the facts for any other reason - has a choice:
    • He or she could recuse himself/herself from deliberating and voting (i.e., abstain) on a final decision after a hearing. (This is the safer, more conservative, option, but it may not be required.)
    • In the alternative, he or she could announce that fact on the record before deliberating and voting and state for the record that he or she will consider only the evidence in the formal record made at the hearing.
    • There is no need to explain the reason for abstention on the record.
  2. A Board member who a personal bias against a party that makes them unable to decide objectively should recuse himself or herself, i.e., abstain from voting.
  3. A Board member with a financial interest in the outcome of a case must follow the stringent requirements of the Oregon Government Standards and Practices Law.

OREGON GOVERNMENT STANDARDS AND PRACTICES LAW
Legally:
You are a public official. Two kinds of legal considerations apply to public officials.
  1. Use of office: You are prohibited from using your official position for financial gain:

    "No public official shall use or attempt to use official position or office to obtain financial gain or avoidance of financial detriment that would not otherwise be available but for the public official's holding of the official position or office, [except salary, honoraria, expenses] * * * for the public official or the public official's relative, or for any business with which the public official or a relative of the public official is associated." ORS 244.040(1)(a).

    "'Relative' means the spouse of the public official, any children of the public official or of the public official's spouse, and brothers, sisters or parents of the public official or of the public official's spouse." ORS 244.020(16).

    "'Business' means any corporation, partnership, proprietorship, firm, enterprise, franchise, association, organization, self-employed individual and any other legal entity operated for economic gain but excluding any income-producing not-for-profit corporation that is tax exempt under section 501(c) of the Internal Revenue Code with which a public official is associated in a nonremunerative capacity. ORS 244.020(2).

    "'Business with which the person is associated' means:

    "(a) Any private business or closely held corporation of which the person or the person's relative is a director, officer, owner or employee, or agent or any private business or closely held corporation in which the person or the person's relative owns or has owned stock, another form of equity interest, stock options or debt instruments worth $1,000 or more at any point in the preceding calendar year;

    "(b) Any publicly held corporation in which the person or the person's relative owns or has owned $100,000 or more in stock or another form of equity interest, stock options or debt instruments at any point in the preceding calendar year;

    "(c) Any publicly held corporation of which the person or the person's relative is a director or officer." ORS 244.020(3).

  2. Conflicts of interest: There are two kinds of conflict of interest, actual and potential.

    • A potential conflict arises when taking official action may result in financial benefit or the avoidance of financial harm to the public official or the official's relative, or a business with which the public official or relative is associated.
    • An actual conflict arises when taking official action will result in financial benefit or the avoidance of financial harm to the public official or the official's relative, or a business with which the public official or relative is associated.
Practically:
  1. Use of public office. Totally prohibited. No voting, no participation in discussion, no nothing. Recusal, abstention, and/or declaration will not cure this problem.
  2. Conflict of interest. There is no inherent conflict between your status as a Board member and your status as a CPA. If, however, you have to take action that may or will affect your own or your firm's financial interests, a conflict arises. "Take action" includes making a decision or recommendation, or even participating in the debate.
 
What does this mean for voting?
  1. Use of public office. Voting is not relevant. See above.
  2. Conflict of interest.
    • If the action could not result in a financial benefit or avoidance of a financial detriment to you or a relative or business with which you are or a relative is associated, proceed with the action.
    • If the action is a potential conflict, i.e., it could result in a financial benefit (etc.), determine whether a "class exemption" or some other exemption applies. (See below).
    • If no exemption applies, decide whether the action is an actual conflict, i.e., it would result in financial benefit (etc.).
    • For potential conflicts you must announce the conflict of interest before any discussion, state the nature of the conflict, and you may then participate.
    • For actual conflicts, you must announce the conflict, state the nature of the conflict, and you may not participate. However, if your vote is required to take action, you may vote, but may not otherwise participate.
Exceptions - no declaration needed:

You need not declare a conflict of interest if the financial benefit or detriment occurs as a result of:
(a) An interest or membership in a particular business, industry, occupation or other class required by law as a prerequisite to the holding by the person of the office or position. As an example, the CPA members of the Board may adopt rules related to CPA commissions allowed by state law. ORS 673.410(3) requires some members of the Board to hold current CPA certificates.
(b) Any action in the person's official capacity which would affect to the same degree a class consisting of all inhabitants of the state, or a smaller class consisting of an industry, occupation or other group including one of which or in which the person, or the person's relative or business with which the person or the person's relative is associated, is a member or is engaged. Only the Government Standards and Practices Commission can determine whether such a class actually exists. When if doubt, you may ask them.
(c) Membership in or membership on the board of directors of a nonprofit corporation that is tax-exempt under section 501(c) of the Internal Revenue Code.
 
VOTING UNDER THE OREGON PUBLIC MEETINGS LAW
Legally: All votes must take place in public. Each member's vote must be recorded. Secret ballots are prohibited.
Practically:
  1. Quorum: A quorum is a majority of the members of the Board. Since the Legislative Assembly has decided that the Board of Accountancy consists of seven members, ORS 673.410, at least four members must be present to form a quorum.
  2. Votes required for action: The statutes governing the Board do not specify how many votes are required to take action; therefore, at least three votes - a majority of the quorum - are required to take any action. Of course, if all seven members are present and voting, a majority of four votes is required to take action. If all seven members are present but not all are voting, a majority of those voting (but at least three) are required for any action.

  3. Abstention: A Board member who abstains counts toward the quorum, but not as a vote for or against any particular action.
 
Practically: Board members are appointed to make decisions. Unless you must abstain due to bias or personal interest, you should not abstain, as a general rule.