Bylaws of the Michigan Health & Hospital Association
ARTICLE I – Name and Statement of Purposes
This Association shall be known as the Michigan Health and Hospital Association (the "Association"). The purposes for which the Association is organized are as follows:
- To advocate for hospitals and the patients they serve;
- to provide and assist in providing health education to the communities served by members of the Association;
- to encourage professional education and scientific research regarding health care and the management of health care systems;
- to influence the development of integrated health systems;
- to assist the Association's membership as it redefines the health care delivery system;
- to positively influence the development of health policy;
- to monitor the health care reform process from the perspective of the Association's membership, and to influence legislation and public policy so as to reflect the views of the membership;
- to manage the affairs of the Association with an openness that encourages membership input and assures that the resources of the Association are responsibly utilized;
- to cooperate with other organizations with purposes similar to those of the Association; and
- to take all actions permitted to be taken by a nonprofit corporation to achieve the foregoing purposes.
ARTICLE II – Membership
Membership in the Association shall be available to organizations and individuals supportive of the objectives of the Association, upon application and election as provided herein. Membership requirements shall be determined by the Board of Trustees.
Section 1 - Membership. Membership shall consist of the following types:
- Type I-A shall include individually licensed Michigan hospitals that care primarily for patients with conditions normally requiring a comparatively short stay and which at a minimum provide a 24-hour emergency department and inpatient services; and multi-hospital systems (I-AS). Type I-A shall also include certain parent organizations of multi-health care systems. A parent organization is defined as a public or private organization which wholly owns, is the sole member or shareholder of, or holds the exclusive power to appoint the governing board of either of the following: one or more individually licensed Michigan hospitals which are themselves Type I-A members, or two or more geographically distinct acute care facilities which are operated by the parent organization under a single license. To qualify for Type I-A status, the parent organization must be headquartered in the State of Michigan; otherwise, such organization shall be a Type II-C member.
- Type I-B shall include all other licensed Michigan hospitals that provide inpatient care, including state and federal hospitals, long term acute care hospitals, psychiatric, rehabilitation and other specialty hospitals; and multi-hospital systems of same type (I-BS).
- Type I-C shall include all Michigan licensed health maintenance organizations, and Michigan licensed health insurers offering a demonstrated managed care product.
- Type I-D shall include medical group practices, ambulatory surgical centers, Federally Qualified Health Centers, rural health clinics (which may have an emergency department) and outpatient health care facilities demonstrating active involvement in the integration of care.
- Type II-A shall include nursing homes, long term care organizations and extended care facilities.
- Type II-B shall include home health care agencies, hospice, and Visiting Nurse agencies.
- Type II-C shall include multi-health care systems not qualifying for Type I-A or I-B status which otherwise control, supervise or coordinate two or more separate health care delivery entities that hold Type I-A membership.
- Type III-A shall consist of for-profit and not-for-profit organizations, supportive of the objectives of the Association, but not eligible for other types of membership.
- Type III-B shall be a limited associate membership only for participation in the MHA Workers’ Compensation Fund, and shall not be available to hospitals and health systems. Type III-B membership privileges shall be less than full membership, as determined by the Board of Trustees.
- Type IV shall consist of current employees or trustees in good standing of Type IA-D and Type IIA-C members; or active employees of a recognized educational or governmental entity.
- Type V shall include hospital auxiliaries, and honorary members, who shall be persons interested in the objectives of the Association, who are appointed by the Board of Trustees.
Section 2 - Application for Membership. Application for membership shall be made in writing to the President of the Association. All applications for membership shall meet the requirements adopted by the Board of Trustees from time to time.
Section 3 - Election and Renewal. An applicant shall become a member upon approval of the Executive Committee in such a manner as it may prescribe and upon payment of dues for the first year as provided in Article III, Section 1 of these Bylaws. All memberships shall terminate on the last day of the fiscal year as defined in Article XIV. Membership may be renewed annually upon approval by the Executive Committee and payment of dues.
Section 4 - Resignation. A member may at any time submit a written resignation to the President. The resignation shall become effective as of the date it was submitted but shall not absolve the member from any existing duties or related obligations to the Association. No portion of dues previously paid shall be returned to a member resigning from the Association.
A member who has resigned from the association may seek reinstatement by formally communicating such request to the President. Following such receipt, the request shall be acted upon by the Board of Trustees at its next regularly scheduled meeting. A member who has resigned shall be responsible for all dues and assessments levied during the program year in which said resignation occurred. Upon reinstatement, the member shall be responsible for all dues and assessments levied for that program year, and will be further required to pay a re-entry fee equal to 25% of the current year’s dues obligation.
The Board of Trustees, in its discretion, may waive the provisions of this section.
Section 5 - Expulsion and Reinstatement. The Executive Committee may censure, suspend or expel any member for cause after giving such member an opportunity to have a hearing before the Executive Committee. If dissatisfied following the hearing before the Executive Committee, the aggrieved member shall, upon written request to the Chairman of the Board within ten days following the date of the determination of the Executive Committee, be entitled to a hearing before the Board of Trustees, whose determination will be final.
ARTICLE III – Association Dues and Assessments
Section 1 - Schedule of Dues. Dues in the Association shall be levied by member type, as described in Article II, Section 1, of these Bylaws. The amount of dues for each member type shall be established from time to time by the Board of Trustees.
Section 2 - Date Due and Payable. Annual dues of members shall be applicable to the fiscal year of the Association and shall be due and payable on the later of July 1 of each year or when billed by the Association.
Section 3 - Assessments. Assessments other than dues may be levied upon members of the Association from time to time; provided, however, that any such assessments must be approved in advance by the members. Assessments shall be due within thirty days following notice of the assessments from the Association to the members.
Section 4 - Default on Payment of Dues or Assessments. If any dues or assessments are not paid in full by the end of the third month following the day on which they are billed or assessed, a member shall be considered in default of dues or assessments. The member in arrears shall be notified of such by the President of the Association, and shall be similarly informed of its potential loss of Association privileges, up to and including full suspension of membership, until all arrears, including interest, are paid in full. A member who has been suspended shall be reinstated if such member pays all monies due, including unpaid dues, assessments, and interest accumulated during suspension, within three years after the date when the amount of the initial delinquency first became due and payable. Failure to pay all amounts due within that three-year period will result in termination of membership privileges in the Association. The Board of Trustees, in its discretion, may waive the provisions of this section.
ARTICLE IV – Donors and Benefactors
Contributors to the permanent fund or endowment of the Association of sums not less than $100.00 shall be known as donors, and such contributors of $500.00 or more shall be known as benefactors. The names of all such contributors shall be recorded and published in the report of the annual meeting. A copy of the report shall be sent each year to each living donor and benefactor.
ARTICLE V – Annual Meeting
There shall be an annual meeting of the Association, within the State of Michigan, which shall include meetings of the House of Delegates together with such meetings of the Board of Trustees, councils, and other such groups as may be fixed by the Board of Trustees. The time and place of the annual meeting shall be designated by the Board of Trustees and announced in writing at least two months before the date so fixed.
ARTICLE VI – Regional Councils
For the purposes of Association coordination and governance, regional councils shall be established within the State. Regional councils shall be composed of the institutions holding specified membership therein. Each regional council shall function as a liaison between the Association and the members of the area it serves and shall abide by the Association's Regional Council Affiliation Agreement. Regional councils shall also serve to coordinate the activities of the Association and the members of their respective areas.
ARTICLE VII – House of Delegates
Section 1 - Membership. The House of Delegates shall consist of the following:
- One delegate from each Type I-A member, except in such circumstances where Type I-A membership is granted to a parent organization operating two or more geographically distinct acute care facilities under a single license as defined in Article II, Section I of these Bylaws, in which case such organization shall be granted one delegate, plus one additional delegate for each site noted under said license;
- One delegate from each Type I-B member; One delegate from each Type I-C member;
- One delegate from each Type I-D member;
- One delegate elected by the Type II-A members to represent all Type II-A members;
- One delegate elected by the Type II-B members to represent all Type II-B members;
- One delegate elected by the Type II-C members to represent all Type II-C members;
- The members of the Board of Trustees.
No person shall be eligible to be a delegate of the House of Delegates in any capacity who is not the duly accredited representative of a member in good standing of the Association.
Section 2 - Meeting and Quorum. The House of Delegates shall hold an annual meeting at such time and place during the annual meeting of the Association as shall be designated by the Board of Trustees and shall hold such number of meetings during such annual meeting as the House of Delegates may determine or its business may require, specifying its own time for the holding of its meetings, recessing from day to day as shall be necessary to complete its business, and adjourning on the final day of the annual meeting. The Board of Trustees may at any time call a special meeting of the House of Delegates. The Board of Trustees shall be required to call a special meeting of the House of Delegates upon the written request of a majority of the delegates to the most recent annual meeting of the House of Delegates. Written notice of a special meeting of the House of Delegates shall be given not later than fifteen (15) days in advance of such meeting. The attendance of thirty-five (35) delegates at any duly convened meeting shall constitute a quorum.
Section 3 - Powers of the House of Delegates. The legislative powers of the Association shall be vested in the House of Delegates, which shall elect the chairman-elect, treasurer, and members-at-large of the Board of Trustees as hereinafter provided. Except for ceremonial or commendatory resolutions, all resolutions of the House of Delegates must be approved by the Board of Trustees before the same shall become effective. The House of Delegates shall have full authority to amend the Articles of Incorporation and Bylaws of the Association in accordance with Article XV. At any properly called meeting, the House of Delegates shall have and may exercise all the powers, rights and privileges which are, or lawfully can be, vested in the members of the Association assembled at any annual meeting of the Association, except as otherwise specifically provided in these Bylaws.
Section 4 - Voting of the House of Delegates. Each delegate, in whatever capacity, shall have one vote; no delegate shall have more than one vote by virtue of dual capacity. Voting by proxy is not permitted at meetings of the House of Delegates. The president of the Association shall act as secretary of the House of Delegates, keep a roster of its delegates and shall keep and be custodian of its minutes and records. The chairman of each council or special committee of the Association shall have the privilege of the floor of the House of Delegates, but shall have no right to vote by virtue of that office alone. Matters submitted to vote of the House of Delegates shall be determined by a majority vote of delegates present and voting.
Section 5 - Election of AHA Delegates. The House of Delegates of the Association shall elect delegates to the House of Delegates of the American Hospital Association in accordance with the bylaws of that organization.
Section 6 - Officers. The officers of the House of Delegates shall be a speaker and a speaker pro tem. The chairman of the Board of Trustees shall serve as the speaker and shall preside at all meetings of the House of Delegates. The chairman-elect of the Board of Trustees shall serve as the speaker pro tem and shall preside in the absence of the speaker.
Section 7 - Reference Committees. The speaker may appoint reference committees to consider resolutions in accordance with Article VII, Section 8 of these Bylaws; to address questions of parliamentary procedure in accordance with Article VII, Section 9 of these Bylaws; and as necessary to facilitate the business of the House of Delegates.
Section 8 - Resolutions. The first order of business of the House of Delegates, following adoption of the previous minutes, shall be to review the introduction of resolutions. All resolutions introduced in the House of Delegates shall be introduced by a delegate. They shall be in writing and presented in triplicate to the secretary. All resolutions, except ceremonial or commendatory resolutions, shall first be considered by either the Board of Trustees or a reference committee appointed by the speaker. The Board of Trustees or reference committee, as the case may be, shall report its recommendations to the House of Delegates.
Section 9 - Parliamentary Procedure. Questions of parliamentary procedure arising at meetings of the House of Delegates may be referred to a reference committee appointed by the speaker. Robert's Rules of Order shall govern the House of Delegates in all cases to which they are applicable and in which they are not inconsistent with these Bylaws or the special rules that have been made by the House of Delegates.
ARTICLE VIII – Board of Trustees
Section 1 - Eligibility. A person who is employed by, or who is serving in a governing role of, a Type I-A or a Type I-B member of the Association shall be eligible to be a member or officer of the Board of Trustees. The President of the Association, however, need not be a member, or employed by a member, of the Association.
Section 2 - Board Composition. There shall be a Board of Trustees which shall consist of the chairman of the Board, the chairman-elect, the immediate past-chairman of the Board, the treasurer, and the president, all of whom shall be ex-officio members with power to vote, and up to sixteen (16) members-at-large elected by the House of Delegates as provided in Article VIII, Section 4. The Board of Trustees shall determine the number of members-at-large from time to time by resolution. A representative of each regional council, elected as provided in Article VIII, Section 4, shall be an exofficio member of the Board of Trustees with power to vote. The president of the Michigan Association of Healthcare Advocates shall also be an ex-officio member with power to vote. No organization and/or system shall have more than two individuals serving on the Board of Trustees at any given time.
Section 3 - Nomination. The Committee on Nominations, composed as provided in Article XII, Section 3, shall nominate from among the members of the Association candidates for chairman-elect, treasurer and members-at-large of the Board of Trustees. In preparing its slate, the Committee shall consider the overall composition of the Board to assure that trustees are representative of the membership and mission of the Association. All such representatives shall be, or shall be affiliated with, hospital and health system members as prescribed in Article VIII, Section 1. Other nominations for any or all of these offices may be made from the floor of the House of Delegates.
Section 4 - Election. The chairman of the Board, the chairman-elect, the immediate past-chairman of the Board, and the treasurer shall be elected as provided in Article X, Section 1. The president shall be selected as provided in Article XI, Section 1.
Members-at-large shall be elected by the House of Delegates at its annual meeting and shall serve three (3) year terms of office. A member-at-large who has served three (3) consecutive three (3) year terms shall be eligible for additional service provided twelve (12) months have elapsed since his/her previous term expired. Members-at-large serving on the Board of Trustees on January 1, 2004 shall be allowed to complete their current term of office, and shall be eligible for re-election for up to two additional three (3) year term(s) if such re-election shall not result in consecutive service of greater than nine (9) years.
In those areas where regional councils formally related to this Association have been established and where signed Regional Council Affiliation Agreements exist and are being honored, the regional councils each shall have the right to elect a regional council representative to the Board of Trustees and each regional council shall prescribe their own procedures for electing a representative.
Regional council representatives shall be elected to serve for two (2) year terms of office. A member elected to serve as a regional council representative shall be allowed to serve for a maximum of three terms and shall be eligible for additional service provided twelve (12) months have elapsed since his/her previous term expired. The seating of such representatives shall be subject to the provisions contained in Article VIII, Section II concerning overall board composition.
Section 5 - Vacancies. The Committee on Nominations, composed as provided in Article XII, Section 3, shall recommend persons to fill vacancies for unexpired terms of members-at-large, giving due consideration to whether such recommendations will result in a Board that is broadly representative of the membership and mission of the Association. Such recommendations are subject to approval by the Board of Trustees. Vacancies for unexpired terms of ex-officio members shall be filled in accordance with procedures established by these Bylaws, the regional councils, or the Michigan Association of Healthcare Advocates in accordance with the ex-officio member's sponsorship.
Section 6 - Quorum. A majority of the Board of Trustees shall constitute a quorum.
Section 7 - Attendance. Any member of the Board of Trustees who misses three (3) board meetings in any one fiscal year (as defined in Article III, Section 2 of these Bylaws) will be replaced according to provisions established in Article VIII, Section 5 of these Bylaws. The Executive Committee of the Board of Trustees shall have the discretion and authority to waive the attendance requirement on a case-by-case basis.
Section 8 - Powers. The Board of Trustees shall have primary responsibility for issue identification and policy development efforts of the Association and shall direct the general policy and advocacy efforts of the Association.
The Board of Trustees shall designate which Association programs will be supported by Association dues and which Association programs shall not be so supported. All programs not supported by Association dues should be financially self-sustaining. Any dues subsidy to programs designated as not supported by Association dues must be approved by the Board of Trustees. The Board of Trustees shall, in its approval of the Association's annual budget, approve the annual budgets of the Association programs which are not supported by Association dues.
ARTICLE IX – Executive Committee of the Board of Trustees
Section 1 - Eligibility. There shall be an Executive Committee of the Board of Trustees which shall consist of the chairman of the Board of Trustees, the chairman-elect of the Board, the immediate pastchairman of the Board, the treasurer, the president, and four trustees appointed by the Board of Trustees on nomination by the chairman of the Board. The four appointed trustees shall be members of the Board of Trustees and their appointments to the Committee shall be for one year. They may be re-appointed for an unlimited number of successive one year terms. If a vacancy in a trustee position occurs during the year, the unexpired term shall be filled by the chairman of the Board.
The chairman of the Board shall serve as chairman of the Executive Committee.
Section 2 - Powers. The Executive Committee will meet to consider those matters which require action between meetings of the Board of Trustees. Except as otherwise provided herein or by applicable law and except for the adoption of the annual budget of the Association which requires approval by the Board of Trustees, the Executive Committee shall have the same power and authority as the Board of Trustees.
The Executive Committee shall act as a Ways and Means Committee and shall review, on at least an annual basis, the compensation paid to the professional staff of the Association. It shall also consider the annual budget and will report its recommendations to the Board of Trustees. The Executive Committee shall also have the authority to review the activities of all programs which are not supported by Association dues.
ARTICLE X – Officers
Section 1 - Election. The Board of Trustees shall have the following officers: chairman of the Board, chairman-elect of the Board, immediate past-chairman of the Board, treasurer, and president.
The chairman-elect and the treasurer shall be nominated in accordance with Article VIII, Section 3. The chairman-elect of the Board shall be elected from the membership of the Association at each annual meeting of the House of Delegates. The chairman-elect of the Board shall assume the office of the chairman of the Board for one year at the adjournment of the annual meeting following the meeting at which he/she was elected, at which time the chairman becomes the immediate past-chairman. If the office of chairman-elect becomes vacant, it shall be filled by election at the next meeting of the House of Delegates. In the event of a vacancy in the office of chairman of the Board, the chairman-elect shall immediately assume the office of the chairman for the unexpired term and will continue in that office for the term for which he/she was elected.
The House of Delegates shall elect at its annual meeting a treasurer from the membership of the Association. The treasurer shall serve for one (1) year and thereafter may be re-elected. If the office of treasurer becomes vacant, it shall be filled by the chairman of the Board by appointment of a member at-large of the Board of Trustees.
The Board of Trustees shall appoint a president in accordance with Article XI, Section 1.
Section 2 - Duties. The officers of the Association shall perform the duties usually performed by such officers, together with such additional duties as shall be prescribed by these Bylaws. In the absence of the chairman, the chairman-elect shall perform the duties of the chairman, subject to the provisions of these Bylaws.
Section 3 - Reports. The chairman of the Board of Trustees and the treasurer each shall submit an annual written report to the House of Delegates. The treasurer's financial report shall be accompanied by an audit which has been certified by a licensed public accountant designated by the Board of Trustees.
ARTICLE XI – President
Section 1 - Election. The Board of Trustees shall have the sole authority to select and determine the continued employment of the President. An action to select or remove the President shall require a two-thirds (2/3) vote of the Board of Trustees. The president need not be a member, nor be employed by a member, of the Association.
Section 2 - Duties. The president shall have the following duties:
- The president shall direct the activities of the Executive Office. The president shall have custody of all documents and property of the Association and all money thereof, unless otherwise provided by the Board of Trustees.
- The president shall open in the name of the Association accounts with a bank or banks approved by the Board of Trustees and shall promptly deposit in such bank or banks all monies received by him/her in the name of the Association in accordance with the instructions of the Board of Trustees. The president shall assist the treasurer in the preparation of financial reports and shall be responsible to the treasurer for the accounting of all monies. The president shall keep proper records and account books which shall be open at all times to the inspection of the Board of Trustees. The president's accounts shall be audited by an auditor selected by the Board of Trustees. The president shall prepare an annual budget and shall submit it to the Executive Committee for recommendation to the Board of Trustees.
- The president shall at all times be under bond, the amount of which shall be determined by the Board of Trustees.
- The president shall serve as secretary of both the Board of Trustees and the House of Delegates, and shall keep minutes of all meetings of the Board of Trustees and the House of Delegates. The president shall keep a roster of the delegates of the House of Delegates. The president shall sign all papers and documents legally requiring signature of the secretary and shall preserve all records of the Association. The president shall send out notices of all meetings in accordance with these Bylaws and shall notify the chairman and members of each committee, council or task force of their appointments and duties. The president shall have charge of the correspondence of the Association and shall make such communications in relation to it as may be directed by the Board of Trustees.
- The president shall perform such other duties as shall from time to time be assigned by the Board of Trustees.
ARTICLE XII – Councils, Task Forces and Committees
Section 1 - Establishment. The Board of Trustees shall establish such other councils, task forces or ad hoc committees as it may deem advisable. The chairman of the Board shall have authority to appoint members thereof, subject to the approval of the Board of Trustees.
Section 2 - Quorum. A majority of the members of any committee, council or task force shall constitute a quorum.
Section 3 - Committee on Nominations. The Committee on Nominations shall henceforth, from the date this amendment to the Bylaws takes effect, consist of the chairman of the Board, and the chairman-elect of the Board, and the three (3) most recent past-chairmen of the Board who are members, or who are associated with member institutions, at the time the Committee is formed in preparation for that year's annual meeting. The committee shall have the powers and duties set forth in Article VIII, Sections 3 and 5.
Section 4 – Compensation Committee. The Compensation Committee shall henceforth, from the date this amendment to the Bylaws takes effect, consist of the Chairman of the Board, the Past Chairman of the Board, the Chairman-Elect of the Board, and the Treasurer. The Chairman of the Board shall preside during his/her term of office. The committee shall have complete authority to set the annual compensation and benefit package for the President, as well as the authority to award incentive payments. The Compensation Committee shall, as a component of the annual evaluation process, solicit input from the Board of Trustees, and shall report the results of the President’s annual performance evaluation to the Executive Committee of the Board of Trustees.
ARTICLE XIII – Indemnification
Section 1 – Trustee Indemnification. The Association shall indemnify each officer, trustee, regular employee, and committee, council or task force member of the Association (and his/her heirs, executors, administrators and/or legal fiduciaries) against all expenses and liabilities actually and reasonably incurred by such person in connection with or arising out of activities performed on behalf of the Association (whether such person continues to be an officer, trustee, employee, or committee, council or task force member at the time of incurring such expenses and liabilities). Such expenses and liabilities shall include, but are not limited to judgments, reasonable settlements, court costs and attorney fees.
Notwithstanding the foregoing, no such officer, trustee, employee, or committee, council or task force member of the Association shall be so indemnified or reimbursed, unless such person shall have acted in good faith and in a manner such person reasonably believed to be lawful and in the best interest of the Association.
Section 2 – Voluntary Trustee Protection. A volunteer trustee (as defined in Sections 106 and 110 of the Michigan Nonprofit Corporation Act) of the association shall not be personally liable to the association or its members for monetary damages for a breach of the trustee’s fiduciary duty arising under applicable law. However, this article shall not eliminate or limit the liability of a trustee for any of the following:
- Breach of trustee’s duty of loyalty to the association;
- Acts or omissions not in good faith or that involved intentional misconduct or knowing violation of law;
- A violation of section 551(1) of the Michigan Nonprofit Corporation Act;
- A transaction from which the trustee derived an improper personal benefit.
- An act or omission that is grossly negligent.
The association assumes all liability to any person, other than the association, for all acts or omissions of a voluntary trustee incurred in good faith performance of the volunteer trustee’s duties as such.
Any repeal or modification of this Article shall not adversely affect any right or protection of any voluntary trustee of the association existing at the time of, or for or with respect to, any acts or omissions occurring before such repeal or modification.
ARTICLE XIV – Fiscal Year
The fiscal year of the Association shall be from July 1 through June 30 of the succeeding year.
ARTICLE XV – Amendments
These Bylaws and the Articles of Incorporation may be amended only by the affirmative vote of both the Board of Trustees and a majority vote of the delegates of the House of Delegates during the annual meeting or at any properly called meeting, at which at least fifty (50) such delegates are present and voting.
MHA Bylaws (6-28-12)