Bylaws

Amended and Restated 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 advance the health of individuals and communities;
  • to provide better care for individuals, better health for populations and lower per-capita costs;
  • 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 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 1—Hospitals and Health Providers

  • 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 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 the same type (I-BS).
  • Type I-C shall include Michigan licensed health maintenance organizations, and Michigan licensed health insurers offering a licensed 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—Affiliated Members

  • Type II-A shall include nursing homes, long-term care organizations and extended care facilities.
  • Type II-B shall include Michigan-based ambulatory care organizations.
  • 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—Associated Members

  • Type III 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 IV—Individual Members

  • Type IV – A shall consist of physicians in good standing of Type IA-D or Type II members.
  • Type IV – B shall consist of current employees or trustees in good standing of Type IA-D or Type II members; or active employees of a recognized educational or governmental entity.

Type V—Health Advocates/Auxilians and Honorary Members

  • 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 Chief Executive Officer 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 XIII.  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 Chief Executive Officer.  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 Chief Executive Officer.  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 Chair 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.

Section 6 – Member Access to Books and Records.  Members and attorneys or agents for members do not have the right to inspect the Association’s lists of members, lists of donors or donations, or its other books and records, if the Trustees make a good faith determination that one or more of the following apply: (i) opening the lists of members, lists of donors or donations, or other books and records for inspection would impair the rights of privacy or free association of the members, or the lawful purposes of the Association, or (ii) opening lists of donors for inspection is not in the best interests of the Association or its donors.

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 Chief Executive Officer 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 may 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 chair-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 XIV.  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 Chief Executive Officer 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 chair 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 chair of the Board of Trustees shall serve as the speaker and shall preside at all meetings of the House of Delegates.  The chair-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 the senior ranking executive in Michigan of, a Type I-A or a Type I-B member of the Association, or his or her designee, shall be eligible to be a member or officer of the Board of Trustees.  The Chief Executive Officer 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 chair of the Board, the chair-elect, the immediate past-chair of the Board, the treasurer, and the Chief Executive Officer, 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. No organization and/or system shall have more than one individual serving on the Board of Trustees at any given time, except that if a merger shall occur that shall result in a situation where two or more board members are from the same organization and/or system, those board members shall be allowed to serve through the end of the program year.

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 chair-elect, treasurer and members-atlarge 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 chair of the Board, the chair-elect, the immediate past-chair of the Board, and the treasurer shall be elected as provided in Article X, Section 1.  The Chief Executive Officer 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.

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.

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.

Section 9- Special Meetings.  Special meetings of the Board shall be called by the Secretary upon the written request of the Chief Executive Officer or any two Trustees.  Special meetings of the Board of Trustees shall be held pursuant to notice of the time, place and purpose thereof either delivered personally or sent by telephone, mail or electronic means (including by email, voice mail or facsimile) to each Trustee not less than twenty-four (24) hours prior to the meeting and if by telephone or electronic means, confirmed in writing before or after the meeting.

Section 10- Trustee Waiver of Notice. A Trustee’s attendance at or participation in a meeting waives any required notice to him or her of the meeting unless he or she at the beginning of the meeting, or when he or she arrives, objects to the meeting or the transacting of business at the meeting and after objecting does not vote for or assent to any action taken at the meeting.    Unless required under the Bylaws, notice or waiver of notice of a meeting does not have to specify the business to be transacted or the purpose of, the regular or special meeting.

Section 11- Participation in Meetings by Remote Communications Equipment.  Unless otherwise permitted by the chair of the Board, Trustees may not participate in a meeting by remote communication.  If permitted by the chair, a Trustee may participate in a meeting by conference telephone or by other means of remote communication (including an Internet chat room or web conference) through which all persons participating in the meeting may communicate with the other participants.  All participants shall be advised of the means of remote communication.  Participation in a meeting in this manner constitutes presence in person at the meeting.

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 chair of the Board of Trustees, the chair-elect of the Board, the immediate past-chair of the Board, the treasurer, and the Chief Executive Officer. If a vacancy in a trustee position occurs during the year, the unexpired term shall be filled by the chair of the Board.

The chair of the Board shall serve as chair 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 – Officers; Election.  The Association shall have the following officers:  chair of the Board, chair-elect of the Board, immediate past-chair of the Board, president, secretary and treasurer.

The chair-elect and the treasurer shall be nominated in accordance with Article VIII, Section 3.  The chair-elect of the Board shall be elected from the membership of the Association at each annual meeting of the House of Delegates.  The chair-elect of the Board shall assume the office of the chair 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 chair becomes the immediate past-chair.  If the office of chair-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 chair of the Board, the chair-elect shall immediately assume the office of the chair 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 chair 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 who shall serve as the Association’s Chief Executive Officer and secretary.

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 chair, the chair-elect shall perform the duties of the chair, subject to the provisions of these Bylaws.

Section 3 – Reports.  The chair 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 – Chief Executive Officer

Section 1 – Election.  The Board of Trustees shall have the sole authority to select and determine the continued employment of the Chief Executive Officer.  An action to select or remove the Chief Executive Officer shall require a two-thirds (2/3) vote of the Board of Trustees.  The Chief Executive Officer need not be a member, nor be employed by a member, of the Association.

Section 2 – Duties.  The Chief Executive Officer shall have the following duties:

  • The Chief Executive Officer shall direct the activities of the Executive Office.  The Chief Executive Officer shall have custody of all documents and property of the Association and all money thereof, unless otherwise provided by the Board of Trustees.
  • The Chief Executive Officer 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 Chief Executive Officer shall assist the treasurer in the preparation of financial reports and shall be responsible to the treasurer for the accounting of all monies.  The Chief Executive Officer shall keep proper records and account books which shall be open at all times to the inspection of the Board of Trustees.  The Chief Executive Officer’s accounts shall be audited by an auditor selected by the Board of Trustees.  The Chief Executive Officer shall prepare an annual budget and shall submit it to the Executive Committee for recommendation to the Board of Trustees.
  • The Chief Executive Officer shall at all times be under bond, the amount of which shall be determined by the Board of Trustees.
  • The Chief Executive Officer 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 Chief Executive Officer shall keep a roster of the delegates of the House of Delegates.  The Chief Executive Officer shall sign all papers and documents legally requiring signature of the secretary and shall preserve all records of the Association.  The Chief Executive Officer shall send out notices of all meetings in accordance with these Bylaws and shall notify the chair and members of each committee, council or task force of their appointments and duties.  The Chief Executive Officer 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 Chief Executive Officer 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 chair 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 chair of the Board, and the chair-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 Chair of the Board, the Past Chair of the Board, the ChairElect of the Board, and the Treasurer.  The Chair 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 Chief Executive Officer, 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 Chief Executive Officer’s annual performance evaluation to the Executive Committee of the Board of Trustees.

ARTICLE XIII – Fiscal Year

The fiscal year of the Association shall be from July 1 through June 30 of the succeeding year.

ARTICLE XIV – Amendments

These Bylaws and the Articles of Incorporation may be amended only by the majority vote of both the Board of Trustees and the delegates of the House of Delegates during the Association’s annual meeting or at any properly called meeting, at which at least fifty (50) such delegates are present and voting.

MHA Bylaws (7-1-22)