Missouri Hospital Association

“The Bylaws of the Association were Amended as Follows: Article III, Section 2, Paragraph 5 was Amended allowing membership on the Board for an individual who is a registered nurse in an executive position within a category one institutional member, provided they are neither a Chief Executive Officer of such member nor a multi hospital system. Article III, Section 7, Paragraph 2 was Amended to change the requirement from four to eight Board members representing category one institutional members without a permanent seat, and removed the specification that these members must be from small or rural hospitals, including specific hospital designations. Article III, Section 7, Paragraphs 3 and 4 were added to limit the number of seats held by a category one institutional member or multi hospital system to one more than the number of Association Districts in which they operate, with adjustments required following mergers or affiliations; and to ensure replacement of nonpermanent seats if mergers or affiliations reduce their number below the required threshold, effective January 1 of the following year.”

“MHA has institutional, associate and individual members.”

“The Board of Trustees is made up of permanent members (15), elected members (13) and the CEO (1). Six members are elected by their district. Upon the recommendation of the nominating committee, the membership elects 5 members and 3 chair officers (note: a permanent board member can serve as a chair officer, which would be a dual appointment). The MHA Board of Trustees appoints 2 members to represent MHA at the American Hospital Association (note: these may also be dual seats). The permanent seats are awarded to institutions with expenses in excess of an established amount.”

“Bylaw changes require membership approval. These changes typically are recommended by the Board.”

“A copy of the Form 990 is e-mailed to the Board for their review prior to filing.”

“The board members and key employees review the conflict of interest policy annually and are required to sign the conflict of interest statement annually.”

“The Organization's CEO: The board has an approved Executive Compensation Philosophy and administrative guidelines for implementing the philosophy. Goals are established each year by the compensation committee with input from the Board of Trustees. The salary for the CEO is set by the Compensation Committee. The committee members are independent -- the three chair officers of the board and the treasurer of the board. Comparative data is provided to the committee by an outside, independent firm. The firm conducts a survey of state associations, analyzes the data and the market, and provides the Compensation Committee with a recommended range and target for the CEO position in accordance with the Executive Compensation Philosophy. The Compensation Committee performs a formal evaluation of the CEO's performance and then utilizes the data provided by the independent firm to determine the recommended salary adjustment. The Compensation Committee also solicits input on the CEO's performance from members of the board. A formal process is used to set the base compensation, award any incentive bonus and establish the goals for the coming year. The Compensation Committee shares its actions and details of the CEO's compensation and benefits with the full board. Other officers or key employees: The board has an approved Executive Compensation Philosophy. Comparative data is provided by an outside, independent firm. This firm conducts a survey of state associations, analyzes the data and the market. In addition, human resources staff contact hospitals, health systems, and the State of Missouri Division of Personnel and Private Industry for their projected salary increases for the next year. This data is used to determine the recommended salary adjustment. The Chief Executive Officer conducts the performance evaluations for senior executives and establishes the salary adjustment. The CEO reviews the salary and recommended increases for the senior executives with the Compensation Committee. The Compensation Committee members are independent. They are the three chair officers of the board and the treasurer of the board. The Compensation Committee reports to the board that the salaries for the senior executives were reviewed. The benefits provided to the senior executives are shared with the Board of Trustees.”

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

“Membership Services and Other - Coordinate opportunities for members to network, provide outreach on benefits of association membership and maintain membership data.”

“Book/Tax Adjustments from Partnership K-1: -442,929 Equity Change in MSC: -1,707,851 Total to Form 990, Part XI, Line 9: -2,150,780”

“The Association has an Audit Committee that assumes responsibility for oversight of the audit and selection of an independent accountant. The process has not changed from the prior year.”