Item Description:
title
Amending the Bylaws of Hennepin Healthcare System, Inc. (HHS) to remove "system physicians" from the Board and replacing with the elected President of the Medical Staff who will act as an ex officio voting member of the HHS Board
end
Resolution:
body
BE IT RESOLVED, that Sections 4.3, 4.4, 4.5, 4.9, 7.6 and Article XV of the Bylaws of Hennepin Healthcare System, Inc. (HHS) all be amended consistent with the Ninth Amended Bylaws attached hereto, to appoint the elected President of the Medical Staff as an ex officio voting member and to phase out the requirement that two HHS Board seats be reserved for "system physicians"; and
BE IT FURTHER RESOLVED, that the HHS Board members who are currently appointed to the seats reserved for "system physicians" will complete their existing terms.
end
Background:
The Hennepin County Board of Commissioners has certain reserved powers over HHS, its public subsidiary corporation. One of those reserved powers includes approval by the County Board of any change in the HHS Bylaws relating to:
1) the mission of the Corporation;
2) board composition, board and officer selection, terms, removal, or qualifications;
3) the County Board's reserved powers as specified in these Bylaws;
4) the ability of the Corporation to engage in joint ventures;
5) the ability of the Corporation to incur debt through the County;
6) the ability of the Corporation to create subsidiaries;
7) the ability of the Corporation to use subsidiaries to undertake functions or activities performed by employees of the Corporation; and
8) the ability of the Corporation to merge or dissolve[.]
(HHS Eighth Amended Bylaws at Section 3.4(i)(1-8); see also Minnesota Statutes ? 383B.906).
The HHS Executive and Governance Committee commenced its annual review of the HHS Bylaws in January of 2023. The Committee proposed amendments throughout the Bylaws, which the HHS Board approved at its October 25, 2023, meeting. Multiple proposed amendment...
Click here for full text