Minnesota Hospital Association

“The association's executive committee is composed of the board chair, chair-elect, president, secretary/treasurer and five other directors elected by the board at the annual meeting; provided, however, that if the immediate past-chair is a director, then he or she shall also be a member of the executive committee and the board will elect four non-officer members. The executive committee has the authority of the board of directors in the management of the business in the interval between meetings of the board of directors. The executive committee is at all times subject to the control and direction of the board.”

“Voting members - organizations that are active in the health care industry and that support mha's mission are eligible to become voting members. Regional members - organizations controlled by a voting member and whose gross revenue is included in the calculation of the voting member's dues. Associate members - organizations that support mha's mission but are not otherwise eligible to be a member.”

“Standing directors - each member having $500 million in revenue is entitled to designate one standing director. Regional directors members of each region elect one regional director. Trustee directors - members of the governing body of a voting or regional members may be elected by the voting members. At-large directors - a maximum of five at-large directors may be elected by the voting members. Officer directors - upon election to officer positions by the membership, officers and the immediate past chair serve as officer directors. Ex-officio directors - mha's president is an ex-officio director. Up to five other ex-officio directors may be selected by the board. Discretionary ex-officio members must represent a voting or regional members who is serving designated american hospital association role. Physician leader director - voting members elect one physician leader director who is currently engaged as a chief medical officer or other physician leadership position with a member organization.”

“The executive committee has the authority of the board of directors between meetings. The executive committee is composed of the officers and five other directors elected by the board. The immediate-past chair shall be elected as one of the five non-officer directors if immediate-past chair is a director. The executive committee is at all times subject to the control and direction of the board of directors. Amendments to the bylaws must be approved by the majority of voting members present at a meeting of the voting members.”

“A draft copy of the form 990 is provided to the board of directors. The board reviews the draft form 990, addressing any comments or concerns. Upon approval of the draft form 990 by the board, the form is filed with the irs.”

“The association's conflict of interest policy covers members of the board of directors, officers, and other individuals engaged in the management of the association that occupy positions of fiduciary trust. Covered individuals are required to update an annual disclosure statement that is reviewed by the executive committee. The committee will meet with individual board members that are determined to have a potential conflict of interest to resolve whether and how the individual will participate in association activities associated with the potential conflict. If a covered individual has a potential conflict of interest that arises during the course of the year, the material facts must be fully disclosed to the board of directors or committee members who shall determine if a conflict exists. Following the disclosure. The conflicted individual may not be present for the discussion, the vote on the transaction, nor be counted for determining the presence of a quorum. The meeting minutes shall document the disclosure, abstention from participation in the discussion, and the abstention from voting.”

“The association's board of directors used market studies, an independent compensation consultant, and 990 forms of other similarly sized and situated organizations to determine compensation for the president & chief executive officer. The process was last undertaken in 2024.”

“The minnesota hospital association makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”

“Change in investment in subsidiaries -287,025.”

“There has been no change in the committee's process for reviewing the organization's financial statements.”