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 or institutions which are active in the health care industry and support the work of mha and pay membership dues to mha can be voting members with approval from the board of directors. Regional members - organizations or institutions which are controlled by a voting member. The sole voting right afforded to regional members is to participate in the election of regional directors. Associate members - organizations that support the work of mha but are not otherwise eligible to be voting members or regional members, and pay associate dues to mha can become associate members with approval from the board of directors.”

“Voting members domiciled in minnesota having $100 million in gross revenues as to which dues are assessed shall be entitled to designate one standing director, who, upon ratification by the board of directors at the next meeting of the directors following such designation, shall become a member of the board of directors. The voting members and the regional members of each region shall collectively elect one regional director. In voting for the regional director, the voting member and regional members that are under common control shall collectively be entitled to one vote. Voting members may elect a maximum of five trustee directors. Each trustee director shall be a member of the governing body of a voting member or regional member. Voting members may elect a maximum of five at-large directors.”

“Amendments to the association's bylaws must be proposed by adopting a resolution setting forth the proposed amendment and directing that it be submitted for adoption at a meeting of the voting members or by written petition signed by at least 50 voting members or ten percent of the voting members, whichever is less, and delivered to the secretary. Each proposed amendment shall be considered by the voting members, and an amendment shall be adopted upon the affirmative vote of a majority of the voting members present and entitled to vote at the meeting. Notice of the meeting shall include a copy or summary of each proposed amendment. The voting members have no power to amend the bylaws except as described above.”

“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 form 990s of other similary sized and situated organizations to determine compensation for the president & chief executive officer. The process was last undertaken during 2017. The chief executive officer used market studies to determine compensation for the chief financial officer. The determination last took place in august 2015.”

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

“CONSULTING 1,231,331.”

“Change in investment value in mcca 14,367. Change in investment value in mcc -38,293.”