Hospital Quality Institute

“The organization has an executive committee with seven members: the chair; the president; one designated director nominated by each of the designators and appointed by a majority of the directors then in office; and one other designated director nominated by the majority approval of hasc, hasd&ic, and hcncc, and appointed by a majority of the directors then in office. Except for the chair and the president, the members of the executive committee are appointed for the remainder of their terms on the board of directors. The duties of the executive committee include overseeing the affairs of the organization and acting with the full general authority of the board of directors, subject to the bylaws, section 1, between meetings of the board of directors.”

“The designated directors are appointed by the organization's designators: california hospital association (cha), hospital council of northern and central california (hcncc), hospital association of southern california (hasc), and hospital association of san diego and imperial counties (hasdic).”

“Amendments to the articles of incorporation and bylaws requires approval of each designator.”

“The form 990 will be reviewed by the members of the governing body prior to filing.”

“The conflict of interest policy covers each member of the board of directors; the president/chief executive officer; chief financial officer; key employees; any person who has held one of those positions during the preceding five years; family members; and certain controlled organizations (interested persons). All interested persons annually sign a statement that affirms receipt and agreement to comply with the policy and to disclose any financial interests or family relationships that could give rise to a conflict of interest. Each interested person is required to disclose to the board (or committee thereof), all material facts regarding the financial interest or relationship in the transaction. With regard to an interested person, the board or committee determines if a conflict of interest exists. The insider(s) involved with the transaction will not be present during the board or committee's discussion or determination of whether a conflict of interest exists, and may not vote on the transaction or be counted in determination of a quorum. All proceedings are documented in meeting minutes.”

“The organization does not make its governing documents, conflict of interest policies, or financial statements available to the public.”