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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Original Message:
Sent: 11-28-2022 09:21
From: Gian-Carl Casa
Subject: dues/membership treatment of merged organizations
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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