NATIONAL ASSOCIATION OF PHYSICIAN RECRUITERS

CODE OF ETHICS

I. PREAMBLE

The Code of Ethics is the principles and standards we of the National Association of Physician Recruiters have agreed to as a condition of membership. Our commitments, actions and professional conduct are reflected in the following Code and represent the manner by which each of our organizations fulfills its obligations to other members, the general public, clients and candidates. The establishment of these rules of conduct is to distinguish our members and to reflect the pride of our commitment to fulfilling the needs of those for whom we provide service as well as our colleagues.

II. DEFINITIONS

A. Affiliate: Any company whose governance, control or voting influence represents common ownership of at least five percent of the related company.

B. Board of Directors: The Board of Directors of the National Association of Physician Recruiters.

C. Candidate: An individual who contacts an NAPR member, or who is contacted by an NAPR member for the purpose of securing a practice or employment opportunity.

D. Chairperson, Ethics Committee: Appointed by the NAPR President, chairs all meetings of the Ethics Committee.

E. Client: Any organization which contracts with an NAPR member to recruit or which utilizes paid services provided by an NAPR member.

F. Code: The National Association of Physician Recruiters' Code of Ethics.

G. Complainant: A person or organization who files a complaint alleging violation of the Code.

H. Complaint: A written charge by a complainant alleging violation of the Code.

I. Curriculum Vitae: A summary of one's personal history and professional qualifications.

J. Ethics Committee Investigator: That member of the Ethics Committee assigned by the Chairperson of Ethics to gather and evaluate all relevant information about a specific complaint filed with the Committee.

K. Financial Relationship: A relationship with a client in which any or all of the agreed upon fee is paid prior to the placement of a candidate or in which the client has contractually (oral or written) agreed to reimburse the firm for any or all costs associated with the search.

L. Member: An organization, recruiting firm, or individual which is a member of NAPR.

M. NAPR: The National Association of Physician Recruiters.

N. NAPR Subsidiary: Any company in which NAPR owns or controls all or a majority of the corporate shares.

O. Potential Client: Any organization which contemplates contracting with a NAPR member to recruit or which contemplates contracting for paid services provided by a NAPR member.

P. President: Chief elected officer of NAPR.

Q. Procuring Cause: That entity which sets in motion a continuous series of events culminating in a placement.

R. Recruiter: An individual whose professional activities are in full or part involved in the placement of physicians or healthcare providers in their own or other organizations.

S. Referral: A Candidate requested by an organization or a Candidate presented by an NAPR member to an organization seeking to recruit.

T. Respondent: An organization, firm, or individual member which has allegedly violated the Code.

U. Right of Representation: A document which ascribes the right of the recruiting organization to represent the candidate on an exclusive basis to one specifically defined opportunity.

V. Standards: NAPR Standards of Practice and Procedures.

W. Subsidiary: Another company controlled by a member company which owns all or a majority of its shares.

X. Professional Conduct: A desirable pattern of commonly accepted behavior utilized in the deportment of, actions by and communications with other individuals or organizations utilized in the course of conducting one's business or personal relationships.

Y. Ruse: A trick or scheme for achieving some purpose.

III. ETHICAL RULES

A. Relations with Clients and Potential Clients

1. A member shall reasonably fulfill all agreements made with anyone with whom they conduct business or wish to conduct business. 2. A member shall preserve all confidences of a client or a potential client regarding information concerning business practices of the client, unless expressly directed by the client to reveal such confidences. 3. A member shall not make disparaging remarks about competitors or competing opportunities or knowingly make a false statement of fact to a client or another member or non-member. A member shall state to the client as accurately as possible a candidate's employment history, qualifications and salary requirements. 4. A member shall not make an unsolicited referral for the purpose of charging a fee. A member shall not present or refer, either in person, or by curriculum vitae or by name, a candidate to a client, a potential client or another firm except at the request of the client or firm and only if the candidate's name and address are identified, and only with the candidate's knowledge and permission; however, a member may refer a candidate to multiple opportunities if the candidate has given the member express permission to do so. 5. A member shall thoroughly examine a candidate's education, employment history and qualifications before referring such candidate to a client, a potential client or another firm unless the client, potential client, candidate, or firm has requested otherwise, and shall refer a candidate to them only if the candidate generally possesses the qualifications designated by the above mentioned and the candidate expresses an interest in the opportunity. 6. A member shall negotiate a fee with a client or a potential client or another recruiting firm. The fee obligation shall be fully disclosed preferably in a written agreement signed by the client and/or firm. 7. A member shall not initiate the performance of services for a client if: a. the performance of services will result in violation of this Code or of any applicable law; b. the member learns that the client has used the member's services in the past to commit actions violative of this Code or of any applicable law; c. the condition will prevent the member from performing full and fair services for a client. 8. A member shall comply with all federal, state and local laws. 9. A member shall conduct its business with any client or potential client utilizing reasonable standards of professional conduct.

B. Relations with Candidates

1. A member shall not knowingly make a false statement to a candidate and shall state to a candidate as accurately as possible the pertinent information concerning prospective opportunities. 2. A member shall not present a candidate's name or curriculum vitae to a client, a potential client or another firm except with the consent of the candidate and after full disclosure of the client or other firm's name and location. 3. Firms will not fax, e-mail or otherwise distribute curriculum vitae of candidates without a prior contractual agreement with a client or potential client. Regardless of the contractual relationship, no curriculum vitae shall be distributed without first clearing the candidate's name; that is, that the client acknowledges that the candidate is not previously known to the client or is not active in the recruitment process at the time the recruiting firm introduces the candidate to the client. 4. A member, who has a financial relationship with a client shall not recruit or attempt to recruit a candidate from them while this financial relationship exists and for a period of one (1) year following the last placement with the client (excluding interns, residents, or fellows in training) unless the candidate has previously notified the client of his or her intent to seek another position. 5. A member shall not refer a candidate to a client, potential client or another firm whose business practices are known to be violative of the Code or of any applicable law. 6. A member shall not ruse candidates, clients or other persons and shall not impersonate candidates or clients. 7. A member shall preserve all confidences of the candidate. 8. A member shall not make disparaging remarks about competing practices or knowingly make a false statement to a candidate. 9. A member shall conduct its business with any candidate or potential candidate utilizing reasonable standards of professional conduct.

C. Cooperation in Investigations and Enforcement

1. An Ethics' case will not be considered by the Committee Chair or the Committee unless the complainant has attempted to resolve the conflict directly with the other entity, unless an attempt to do so will potentially lead to further disagreement or the violation is so blatant as to warrant immediate action. 2. A member under investigation by the Ethics Committee shall cooperate fully, personally, directly and in a timely manner with the Ethics Committee and its investigator or Board of Directors concerning the alleged violation of the Code (and will honor requests for documentation, testimony, or explanation of the facts and circumstances). 3. A member that reasonably believes that another member has committed a violation of the Code shall inform the NAPR Headquarters Office and/or the Chair of the Ethics Committee who will make an initial determination as to the validity of the potential violation after consultation with the President of the NAPR. 4. A member accused of a Code violation must respond to all procedural requirements of the investigation process and communicate directly with the investigator.

D. Advertising and Other Communications

1. A member shall not in the course of its advertising, marketing, or other communications make a false or misleading statement about its organization, firm or services, or about another organization or its services. A statement will be considered false if: a. it contains a material misrepresentation that violates the spirit of the Code of Ethics or omits a fact which would make the statement as a whole or in part misleading; b. it is likely to create an unjustified expectation about the results the member can achieve, or states or implies that the promised results which, if achieved, will violate the Code or any applicable law; c. it makes a comparison of the member with another member that cannot be factually substantiated. 2. No member or its representatives shall knowingly or unknowingly misrepresent or malign the position of the National Association of Physician Recruiters or its members. 3. A member that lists potential employment opportunities in all types of media or directly to a candidate shall ensure that such opportunities in fact exist at the time of making such listing. 4. A NAPR member who owns, is affiliated with, or is related to a person or entity which markets services or products other than physician recruitment (job bank, web hosting, software, networks and/or alliances, etc.), must notify NAPR headquarters and also identify themselves by the name and company known to NAPR members in any communication (verbal, letter, fax, e-mail) which advertises such services to other members. a. Additionally no candidate registered with the World Job Bank, Cooperative Mailing Program or any future member service may be contacted for any purpose other than to present practice opportunities (jobs). 5. The World Job Bank, Cooperative Mailing Program or any future member service involving candidates are provided to participants for the sole purpose of advertising each organization's practice opportunities to registered candidates. These member services must be utilized strictly for their stated purpose. Transferring registered candidates to any other entity in whole, part or individually without first contacting the candidate and receiving their consent, constitutes a breach of the Ethics Code.

E. Relations With Other Organizations Or Individuals

1. All members must compete in a fair and honorable manner. a. Never discredit the reputation of any person or organization; b. Honor agreements made between members and refrain from defaming, maligning or falsely accusing any person or other organization. c. Refrain from intentionally misrepresenting any person or opportunity to a prospective candidate or client or another firm; d. Act professionally and in a businesslike manner; e. Not engage in a deceptive or misleading manner; f. Honor both oral and written agreements; g. Not engage in any activity which brings dishonor to the industry; h. Adhere to all EEOC and state or local affirmative action rules and regulations, as well as all local, state and Federal laws.

F. Relationships Between In-House Recruiters And Recruiting Firms

1. In-house recruiters shall maintain an accurate tracking system to record the submission of candidates by recruiting firms and shall respond to the firm as to the acceptability of the referral within five (5) business days. 2. The submission of a candidate to a client organization utilizing a physician database shall be deemed unacceptable if the client has been in contact with the referred candidate within the past thirty (30) days and has scheduled or is in the process of scheduling an interview. 3. In-house recruiters shall not accept unsolicited Curriculum Vitae from a member and shall notify the recruiting firm immediately of the invalid referral.

4. In-house recruiters may not refer a candidate presented to them by a member to any other entity without written permission from the referring member, except for referrals made to practices whose physicians are employed by or who are on the active staff of the organization and for which they will pay the contracted fee. 5. In-house recruiters should not accept a referral from any member that is believed to be in violation of the Code of Ethics. 6. In-house recruiters will only accept a referral from an entity which has set in motion a continuous series of events which through its ongoing efforts with both the candidate and client could result in a hire.

IV. ETHICS COMMITTEE

A. There shall exist an Ethics Committee which will consider any complaint, first reviewed by the President of the NAPR and the Ethics Committee Chairperson.

B. The Ethics Committee shall consist of the Chairperson and a minimum of five (5) members. The Chairperson is appointed by the President of NAPR for a three-year term. Five (5) of the members shall be individuals employed by active member organizations of NAPR and appointed by the Ethics Committee Chairperson with Board of Directors approval for a three-year term. A Vice-Chairperson, who will succeed the Chairperson, shall be appointed by the Ethics' Chairperson and approved by the Board of Directors. The succession will occur only if the Ethics' Chairperson is not reappointed or resigns. The Chairperson and committee members may succeed themselves. C. The Ethics Committee shall be responsible for reviewing and acting upon reported violations of the NAPR Code of Ethics or may, on its own initiative, file a complaint.

V. GRIEVANCE PROCEDURES

A. Complaints

1. The Ethics Committee shall review and adjudicate only those issues or events which are deemed to be in violation of the Code of Ethics. Not included in this jurisdiction are disputes between entities involving fees and candidate referrals and disputes between employers and employees (unless those referrals, fees and disputes involve a violative action). 2. A complaint may be filed with NAPR by anyone who has a complaint against an NAPR member. The complaint must be in writing and shall describe the incident and shall be accompanied by any supporting material to allow action on the complaint. All complaints must be received within twelve (12) months of alleged violation. Complaints arising beyond the twelve (12) month period will be reviewed by the Ethics Committee to determine if extenuating circumstances prevented timely action on the complaint. 3. A complaint must be filed in writing and sent directly to the NAPR Headquarters Office. If the complaint is filed with the Ethics Committee or a member thereof, the Ethics Committee shall transmit the complaint to the NAPR Headquarters Office. 4. In the event that a case is brought before the Ethics Committee which involves either a director or a member of the Ethics Committee, that member will not participate in the decision process. 5. The President and the Ethics Committee Chairperson shall consider any and all complaints concerning violation of the Code. If the NAPR President and Ethics Committee Chairperson find a reasonable cause, they shall refer the complaint to the Ethics Committee and the Chairperson shall assign the case to an Ethics' Committee Investigator.

B. Ethics Committee Determination

1. If the complaint is referred to the Ethics Committee, the Chairperson of the Ethics Committee shall notify the respondent by certified return receipt mail that a complaint against respondent has been forwarded to the Ethics Committee and the Ethics Committee will investigate the complaint. The certified letter will be sent to the respondent with a copy to the complainant within two (2) weeks of the receipt of the complaint by the Ethics Committee. The certified letter will: a. contain a copy of the complaint; b. contain a copy of the NAPR Code of Ethics; c. advise respondent of the right to respond to the complaint; d. advise the respondent of the right to offer evidence in written form; e. outline what areas of the Code are deemed in violation.

C. Investigation Process

1. Respondent must file a response to the complaint in writing within thirty (30) days after the notice of complaint is sent to respondent. If respondent fails to answer the notification within the thirty (30) day period, the Ethics Committee may proceed with the determination of the complaint and state its final disposition. 2. The Ethics Chair will assign an Ethics Committee Investigator who will investigate the complaint and make a recommendation to the Ethics Committee. The committee will vote on the recommendation. 3. If, after the hearing, the committee determines that a violation exists, a sanction may be imposed by a majority of the committee. Voting may be either in person or by telephone conference call. 4. The committee may impose any one or more of the following sanctions: Caution, Reprimand, Probation, Suspension or Expulsion. 5. The respondent and complainant shall be notified of the decision in writing by certified mail from the Ethics Committee within thirty (30) days of the date of receiving the response from the respondent.

D. Appeal to Board of Directors

1. Following a decision of the Ethics Committee, a respondent will have the right to appeal the decision to the Board of Directors. A respondent wishing to appeal will file a written statement concerning the basis for the appeal with NAPR. (No additional evidence will be permitted after the Ethics Committee ruling unless requested and approved by the Board of Directors.) The Board of Directors shall, within thirty (30) days of receipt of the written statement, review that statement and either grant or deny the request for the appeal. The decision of the Ethics Committee will stand until the Board of Directors makes its determination.

2. All proceedings before the Board of Directors shall be recorded.

3. In the event a case is brought to appeal before the Board of Directors and involves a member of the Board, that member will be excused from participating in all phases of the case.

E. The Board of Directors within thirty (30) days following the hearing of the appeal will report its final decision to complainant and respondent by certified mail. This will be done by the President of the NAPR.

F. Effective Date: Any sanction imposed shall be effective on the date the time for appeals has expired following the Ethics Committee's decision, or if a respondent appeals to the Board of Directors, the date that the Board has rendered its decision on the appeal.

G. Member In Good Standing: A member shall maintain its status of "good standing" until one of the following events has occurred: The member's dues are unpaid as of February 15 for their current membership year defined as January to December; a member has violated the Code of Ethics and has received a sanction of Probation, Suspension or Expulsion.

Should a member fail to pay its current year's dues while an Ethics Investigation is pending, its status shall be "resigned pending the outcome of an alleged Ethics Code Violation Investigation." Regardless of such resignation, NAPR shall continue with and complete such Ethics Investigation and shall issue appropriate sanctions. If a sanction of Probation (six (6) months or more) is imposed after due process, and the member resigns or has resigned from the NAPR its status shall be "resigned, not a member in good standing."

VI. SANCTIONS AND DEFINITIONS

A. Caution: A written warning to the respondent indicating a minor violation of the Code has occurred and that similar or cumulative violations could result in a more severe sanction.

B. Reprimand: A private communication precipitated by the respondent for conduct in which the respondent repetitively is violative of the Code or in which the severity of a first-time violation warrants such action. Multiple convictions for Code violations requires a minimum of one month Probation with loss of access to all services, use of the NAPR logo and loss of status as a member in good standing. There will be no refund of dues previously paid.

C. Probation: A member's privileges will be revoked for a period of up to 12 months during which time should additional violative conduct occur, then the member shall be suspended or expelled. During a period of probation, the organization on probation may not state that it is a member of NAPR in good standing in any written or oral communications. It may not have use of the NAPR logo or access to any services offered by the NAPR and its subsidiary companies. Furthermore, it will not be allowed to attend any of the NAPR meetings. There will be no refund of dues previously paid.

D. Suspension: A period of up to 18 months during which time a sanctioned member may not state that it is a member of NAPR in good standing in any written or oral communications. It may not have use of the NAPR logo nor access to any services offered by the NAPR and its subsidiary companies. Furthermore, it will not be allowed to attend any of the NAPR meetings. At the conclusion of that period, the organization's membership will be reviewed by the Board of Directors at its next regularly schedule meeting. There will be no refund of dues previously paid.

E. Expulsion: Expelled organizations may reapply for membership after 3 years. Furthermore, it will not be allowed to attend any of the NAPR meetings. There will be no refund of dues previously paid.

F. Corrective Action(s): In addition to the appropriate sanction(s) for Code violations, the respondent will be notified by the Ethics Committee of supplemental corrective action(s) which may be required. Non-compliance with these corrective actions could result in more severe sanctions.

G. Publication: If the Board of Directors deems it useful for educational purposes, the Board of Directors may publish a summary of the outcome of the Ethics' case in which the outcome resulted in a sanction of Probation of five (5) months or less. Under this sanction, reasonable efforts will be made to protect the confidentiality of individuals. In doing so, the participants will have their names omitted. Any sanction against a respondent which includes probation of six (6) months or more, suspension (for any length of time) or expulsion will be published in the next regularly scheduled NAPR Newsletter to the membership. The announcement will include the salient facts of the case including the respondent corporate name(s) and respondent individual names, but will exclude the name of the claimant.

H. Confidentiality: All information gathered in the course of investigations by the President and Ethics' Committee Chairperson, the Ethics Committee or the Board of Directors, shall be confidential except as noted previously and shall remain known only to those entities and their members or employees involved in the complaint.

I. When contacted, the NAPR will, give the membership status of a member and state if asked, whether that member has ever been in violation of the Code of Ethics. The NAPR will disclose only those that have resulted in Probation, Suspension or Expulsion. No other sanctions will be disclosed nor will the details of such actions be revealed except as noted previously.

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