Oklahoma Hospital Association

“The Executive Committee of the Board of Directors is composed of the Chair, Chair-Elect, Immediate Past Chair, President, and one At-Large Member. At its regular meeting, the Board of Directors shall elect one of its current members to serve as the At-Large Member of the Executive Committee for a one-year term beginning at the conclusion of the meeting at which the member was elected. The term of the At-Large Member may be extended by the Executive Committee annually. The Executive Committee may meet at stated times or on notice to all of its members. During intervals between meetings of the Board of Directors, the Executive Committee shall generally perform the duties and exercise the full powers of the Board of Directors. The Executive Committee shall report on its actions at the next meeting of the Board of Directors. The Executive Committee shall make recommendations to the Board of Directors regarding the business of the Corporation and shall be responsible for evaluating the performance of the Chair and other officers. The Board of Directors may delegate additional responsibilities to the Executive Committee.”

“Membership is available to hospitals, healthcare institutions, healthcare facilities, individuals, and other entities located in Oklahoma that are approved as members by the Board of Directors. The Board of Directors establish a process for the application and approval of new members and establish the structure of membership dues. The Board of Directors may delegate to the officers, committees, or staff of the Corporation the authority to specify the dues and other payments required for each type of membership. (a) Type I Members include licensed acute care hospitals other than those falling into the categories below, unless the Board of Directors determines otherwise. (b) Type II Members include all other special hospitals, that provide inpatient care, including long-term acute care hospitals, rehabilitation hospitals, facilities operated by the State or Federal Government and any others designated by the Board of Directors. (c) Type III Members include the corporate or system headquarters or other similar centralized corporate offices of a healthcare system. (d) Type IV Members include non-hospital, pre-acute and post-acute healthcare delivery and education organizations. These may include organizations, facilities, organizations, health-related institutions, and any others designated by the Board of Directors. (e) Type PPN Members include businesses that have entered into agreements to participate in the OHA Preferred Partner Network. (f) Associate Members include all other organizations interested in the objectives of the Association but not eligible for institutional membership. (g) Personal members include faculty of health care administration programs; persons employed by governmental health agencies; any person employed by organization in the health field, provided such organization does not provide health care services; OHA affiliated society members working for OHA Type I, II, or III members; and such others as are designated from time to time by the Board of Directors.”

“The members of each Regional Designation entitled to vote shall elect, by majority vote, one Regional Chair, and each Regional Chair shall serve for a term of three years. The Nominating Committee shall request recommendations for Regional Chairs at least 60 days before an election. The Chief Executive Officer of any Type I, Type II, or Type III Member who is entitled to vote within such Regional Designation may make recommendations for a Regional Chair of that specific Regional Designation. The Nominating Committee must receive nominations in the Corporation's office at least 30 days before an election. The Nominating Committee shall place up to two nominees from those recommended on the ballot for election. The members shall elect At-Large Members for a term of three years at an annual meeting of members. The Nominating Committee shall determine the nominees to be placed on the ballot for At-Large Members of the Board of Directors. The Nominating Committee may place up to two names on the ballot for any position. The members shall elect Delegates as required by the American Hospital Association. The Nominating Committee shall request recommendations for Delegates at least 60 days before an election. The Chief Executive Officer of any Type I, Type II, or Type III (AHA/OHA) Member may make recommendations for Delegates. The Nominating Committee must receive nominations in the Corporation's office at least 30 days before an election. The Nominating Committee shall place up to two nominees from AHA/OHA members on the ballot for election.”

“Each Type I, Type II, and Type III Member is entitled to one vote on all matters presented to the membership, except the election of a Regional Chair. For the election of a Regional Chair, only those Type I, Type II, and Type III members within a Regional Designation may vote on the election of the Regional Chair of that Regional Designation.”

“The Board of Directors are provided a copy of the Form 990 prior to filing with the IRS. The return is reviewed by the President and CEO and the Chief Finance & Reimbursement Officer.”

“Board members annually complete a questionnaire that monitors compliance with the written conflict of interest policy. If a conflict is reported or discovered the organization's bylaws provide for the following procedures and remedies. The Chair shall, if appropriate, appoint a disinterested individual or committee to investigate alternatives to the proposed transaction or arrangement. the board of directors or committee shall determine whether, in their judgment, the transaction or arrangement is fair to the corporation. They may also evaluate whether the corporation may, without undue burden, delay, or expense, obtain a more advantageous transaction or arrangement with reasonable efforts from an individual or entity that would not give rise to a conflict of interest. In evaluating whether a transaction or arrangement is more advantageous, the board directors or committee, as the case may be, may take into account all facts and circumstances that it reasonable believes to be appropriate in its judgment, including factors relating to price, cost, quality, service, compensation arrangements, financial arrangements, capability, capacity, convenience to the organization, historical relationships, production efficiencies, market efficiencies, community interest, organizational support, reputation, availability, responsiveness, experience, location, commercial reasonableness, fair market value, market conditions, timing, scheduling, or other appropriate factors, depending on the nature of the transaction or arrangement is in the best interest of the corporation, and they may pursue and approve the transaction or arrangement, as long as they reasonable believe in good faith that the transaction or arrangement is fair to the corporation. If the board of directors or committee has reasonable cause to believe that an interested person has failed to disclose a conflict of interest as required in this article, the board of directors or committee shall inform the interest person of the basis for such belief and afford the interest person an opportunity to explain the alleged failure to disclose. If, after hearing the response of the interest person and making such further investigation as may be warranted in the circumstances, the board of directors or committee determines that the interest person has in fact failed to disclose a conflict of interest as required in this article, the board of directors or committee shall take appropriate disciplinary and corrective action.”

“The Executive Committee determines the President and CEO's compensation using a national peer group of organizations comparable to Oklahoma Hospital Association in size and complexity to determine estimated market values for each of its executive positions. The primary peer group is comprised of other state hospital associations of comparable size for functionally comparable positions as reported in surveys conducted by independent firms. Secondary peer groups may include representative national health care organizations, and other not-for-profit organizations, depending on the specific executive talent needed. The President and CEO determines the CFO and key employees' compensation. The Shaef Compensation Survey was used to determine the President and CEO's compensation. Every few years, OHA obtains an executive compensation review from Gallagher. Competitive Market Pricing Analysis (national data geographically indexed to OKC) is analyzed to make sure the CFO and key employees' base compensation is within the weighted average of the 50th percentile. The evaluation and determination for all positions is documented in the personnel files and was last completed in January 2024.”

“The Organization does not make its governing documents available to the public. Consolidated financial statements are available upon request.”

“Preferred Partner Network revenue and expense -149,773.”