The purpose of the Corporate Membership is to prepare individuals as advocates in the community, to provide financial support of the Medical Center, and to participate as needed in the governing of the organization through various board committees.
Eligibility and Qualifications
Corporate membership in the Corporation shall be open to all persons who have demonstrated an interest in the Corporation and its operation, and have requisite expertise or are representative of the community, who may be admitted by the Board in its sole and exclusive discretion pursuant to the Bylaws. Eligibility for Membership in the Corporation must be satisfied and reviewed on a yearly basis. Corporate Members shall not be employees of the Corporation and may be called upon to serve on various Board of Trustee committees, task forces, etc. as requested by the Corporation from time to time. The Corporate Members shall also adhere to the Conflict of Interest Policy of the Corporation and may be required to execute a Conflict of Interest Statement.
Number and Composition
There shall be not fewer than ten (10) and no more than two hundred (200) Corporate Members. Up to fifty percent (50%) of the Corporate Members may be physicians, the exact number to be determined at the discretion of the Board. Past elected Board of Trustees Board members who remain eligible and express an interest in remaining as Corporate Members of the Corporation shall not be counted towards the maximum of two hundred (200) Corporate Members.
Process of Election
Recommendations for Corporate Membership are presented by the Governance Committee to the Board of Trustees. New Corporate Members will be invited in October to attend a Corporate Membership orientation meeting the latter part of the year. At that time, the new Corporate Members are asked to confirm their willingness to serve as a Corporate Member. The Corporate Members are formally elected in the regularly scheduled Board of Trustees' meeting held in December. Corporate Members are eligible to vote in the next regularly scheduled annual Corporate Meeting. Nothing in this section shall preclude a Corporate Member from being appointed at any time at the discretion of the Board of Trustees. In this event, the Corporate Member's initial term will commence on the date of their appointment and expire on December 31st.
Roles & Responsibilities
Corporate Members primary responsibility is to appoint the hospital's Board of Trustees at the Annual Corporate Meeting typically held the 4th Tuesday of January each year. Expectations of all Corporate Members include attendance at the Annual Corporate Membership meeting and a mid-year Corporate Membership event, as well as other participation on behalf of the Medical Center. Participation may include advocacy in the community, serving on established and/or ad hoc committees of the Board, physician participation in medical staff peer review committees, active participation in events that benefit the Medical Center and/or other forms of contribution to the Medical Center Foundation.
All Corporate Members are required to demonstrate an interest in the Corporation, which may include but not be limited to, serving from time to time on various Boards, Medical Center Committees, or Medical Staff committees or task forces, contributing to the Foundation, or membership in the Auxiliary.
The Corporate Member's term shall be for one (1) year, beginning on January 1st and ending on December 31st.
Resignations and Removal
Any Corporate Member may resign at any time by contacting the Executive Assistant to the Chief Executive Officer and, unless otherwise specifically provided therein, the acceptance of such resignation shall not be necessary to make it effective. Any Corporate Member may be removed from office at any time, with or without cause, by a majority vote of the Board. Upon resignation or removal of a Corporate Member, the Board shall have the right, but will not be obligated to, appoint another Corporate Member to serve the unexpired term of the resigning or removed Corporate Member. Each Corporate Member shall maintain their correct address with the secretary of the Corporation.
Annual Meeting/Special Meetings
The annual meeting of the Membership shall be held on the fourth Tuesday of January of each year or unless a different date is designated by the Board. Attendance at the annual meeting is mandatory for all Corporate Members unless a valid excuse has been provided to the Corporation. Special meetings may be called, at any time, by the Chairman or at the written petition of not less than one-third of the registered Corporate Members; which petition has been provided to and validated by the secretary of the Corporation. All such meetings shall be held at the hour designated in the notice of the meeting sent out by the secretary of the Corporation and shall be held at the office of the Corporation or at such other place as may be specified in the notice of the meeting.
Notice of the time and place and, with respect to special meetings, the purpose of the meeting of the Corporate Members shall be given to each Corporate Member, either by personal or electronic delivery, by mail, or fax at least two (2) days before the meeting; or in an emergency situation by telephone as soon as reasonably practicable prior to the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope, postage prepaid, addressed to the Corporate Member at the last known address, as it appears in the records of the Corporation. Notice of a meeting need not be given to any Corporate Member who signs a Waiver of Notice either before or after the meeting. Attendance of a Corporate Member at a meeting shall constitute a waiver of notice of such meeting and waiver of any and all objections to the place of meeting, the time of the meeting or the manner in which it has been called or convened, except when a Corporate Member states an objection, at the beginning of the meeting, or registers with the secretary of the Corporation a written objection to the transaction of business because the meeting is not lawfully called or convened.
Each Corporate Member shall be entitled to cast one vote on each matter submitted to a vote of Corporate Members. At all such meetings, a Corporate Member may vote in person or by a written proxy executed by the Corporate Member.
One-third of the registered Corporate Members, present in person or by proxy, shall constitute a quorum for the purpose of transacting business, but less than a quorum may adjourn a meeting to a day certain and the secretary of the Corporation shall give all absent Corporate Members five days notice of the date to which the meeting is adjourned; in which case the Corporate Members present on the adjourned date, even if less than the above specified quorum, shall constitute a quorum for all purposes of the meeting.
Corporate Member Dues and Liability
No membership dues or assessments of any kind shall be levied against or collected from the Corporate Members. No Corporate Member shall be liable for the debts or obligations of the Corporation, simply by virtue of serving as a Corporate Member.
The Corporate Members may adopt their own rules of procedure which shall not be inconsistent with the Articles of Incorporation, the Bylaws or applicable law. In the absence of the Corporate Members adopting their own special rules of procedure, as provided for herein, the Corporate Members will conduct their proceedings in a manner which is fair and equitable to each Corporate Member of the Board and, as such, will not be required to strictly adhere to Roberts Rules of Order.