Minnesota Medical Association

“The executive committee has the authority to manage the business of the association in the interval between meetings of the board of trustees, and perform other duties as may be assigned by the board of trustees. The executive committee is subject to the control and direction of the board of trustees, with all actions taken being reported to and approved by the board of trustees no later than its next regular meeting. The executive committee shall have five members including the chairperson of the board of trustees, president, president-elect, immediate past president, and secretary-treasurer. At the invitation of the chair of the board, other parties may attend the meeting but shall have no right to vote.”

“The bylaws were changed in august 2024 via a member vote. The changes amend mma's articles of incorporation (articles xii and xiii) and bylaws (section 10) to grant authority to the mma board of trustees to amend articles and bylaws by a majority vote, subject to an advance 30-day member notice and comment period.”

“The association has members comprised of various classes established pursuant to the bylaws of the corporation and hold rights and preferences as authorized by the bylaws. Members pay dues and fulfill eligibility requirements pursuant to the bylaws. Member classifications include: regular members, retired members, residents, medical students, emeritus members and at-large members.”

“Pursuant to bylaw provisions, members of the association have rights to vote for election of members of the board.”

“Members have powers to elect board members and to review and provide comment on proposed amendments to governing documents (articles of incorporation and bylaws).”

“Review of the form 990 is the responsibility of the mma committee on finance and audit and the approval is the responsibility of the mma board of trustees”

“Conflict of interest disclosures (applies to officers, trustees, delegates to the ama, committee members with powers delegated by the board, ceo, and staff directors) are signed and collected annually. Compliance is enforced by a review of disclosures by ceo and the governance committee, and by a culture of disclosure among board members. The policy is available at all board of trustees meetings and is part of the organization's employee handbook and operating procedures manual.”

“An independent outside consultant is periodically used to evaluate the market for the organization's ceo compensation, most recently in 2023. The ceo compensation committee, which is comprised of the president, immediate past-president, president-elect, board chair, and secretary-treasurer, reviews the performance of the ceo and determines adjustments to compensation. The board of trustees is informed of and approves any adjustments to ceo compensation. All staff positions except the ceo position were analyzed in a compensation analysis by an outside consultant in 2023. All directors and the ceo are entitled to the same basic benefits as other employees unless an exemption is made by contract. The mma, by contract, provides termination benefits to mma's ceo, cfo and director of advocacy.”

“Articles of incorporation and bylaws are available on the mma website; conflict of interest policy and financials will be made available upon written request.”

“CONSULTANTS 936,020.”

“Equity in earnings - mn medical business resources -6,574. Equity in earnings - mn credentialing collaborative 30,319.”

“This process has not changed from the previous year.”