Association Executive Directors Community

  • 1.  dues/membership treatment of merged organizations

    Posted 11-28-2022 09:32

    Hi, all.   

    I hope the Thanksgiving weekend was good and included rest.

    As nonprofits merge, align, share staff or boards or otherwise join with one another it raises questions of how associations like ours should handle membership or eligibility for boards of directors. Has anyone developed policies on whether (or which) affiliations are treated as one or as separate entities?

     

    Thanks!

    Gian-Carl



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    Gian-Carl Casa
    President and CEO
    Connecticut Community Nonprofit Alliance, Inc.
    Hartford CT
    (860)525-5080 1022
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  • 2.  RE: dues/membership treatment of merged organizations

    Posted 11-28-2022 13:16
    Gian-Carl:

    We have an ad hoc Board By-Laws committee to review these issues.  In fact, meeting again this afternoon.  As policies develop, I can forward.  But it is a big issue in PA and we need to address.  Here are some pieces-

    1. As we allow for-profits and venture capital/ private equity providers to be full members and potentially board members, that issue is off the table.  Similarly, we allow hospital systems as providers and potential board members, so that type of merger is not an issue in and of itself either.
    2. As there are mergers and acquisitions, however, it can create a scenario where we have 2 or more board members from the same affiliated organization on the board of directors.  We are leaning to developing a policy where no more than 1 representative from an organization can be on the board, but we grandfather in those who are immediately impacted until their term is over. 
    3. Note- we also allow past Board Chairs to remain on the board as non-voting honorary board members; that could impact the "no more than 1 representative" rule, but only as non-voting.
    4. The trickiest piece that we are still reviewing is when a provider is affiliated (or even owned by) a managed care organization.  In PA, we have UPMC, Geisinger, etc, and other MCOs are venturing into the provider arena.  These are now known as "payviders".  We are looking at creating a new provider category for these members, but still considering what differences if any would exist for this category v a full provider member. Should they be on the board?  Should they be an officer.  And if this is going to grow in the future, we don't want to make a short-sighted decision.  And what about our own for-profit spin-off company owned by 80+ RCPA members?  It gets very complicated.

    More to come...

    - Richard

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    Richard Edley
    President/CEO
    Rehabilitation and Community Providers Association
    Harrisburg PA
    (717)364-3280
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  • 3.  RE: dues/membership treatment of merged organizations

    Posted 12-01-2022 08:43
    Relative to Board membership, our bylaws have a limiting requirement: "No more than one Director can be an employee, director, or officer of any one corporation or network of corporations. For the purposes of these bylaws, "network" is defined as a corporation or group of corporations that has overlapping directorships in its governance structure."

    Relative to membership, our bylaws provide: "When an applicant is legally related to or affiliated with one or more corporations, the Directors shall make a determination whether the applicant and/or its affiliate(s) are appropriate candidates for membership, and said determination by the Directors shall be final."  In practice, dues are assessed on the relevant revenue of "all corporate affiliations or legally-related corporations" so it is generally the parent that joins.

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    Lydia Conley
    President/CEO
    Association for Behavioral Healthcare
    Natick MA
    508-647-8385
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