At its December meeting, the CHA Board of Trustees decided to defer the recruitment and selection process for new board members until June 2013. Nominations for the two seats that will be vacated this year will be solicited at the same time CHA recruits nominees for the three seats that will become open in 2013.
CHA bylaws provide that the board be no less than 20 and no more than 25 members. Currently, there are 25 members and with the deferment there will be 23 members for the board's 2012-2013 term.
The deferment was recommended by the CHA governance committee for several reasons. First, the bylaws intend that there be an even staggering of open seats on the board. However, as noted by Lisa Gilden, CHA vice president and general counsel, "Over the past 10 years, the staggering has gotten 'off track' due to some midterm resignations from the board, as well as several occasions when a board member's term had been extended due to his/her election as vice chairperson/chair-elect, which is a separate three-year track."
Sr. Judith Ann Karam, CSA, president and chief executive of Sisters of Charity Health System in Cleveland, chairs the CHA board's governance committee. She told the board that deferring the selection process this year would allow for recalibration of the rotation of open seats so that future trustee classes would be more uniform in size, usually four each year. "The governance committee reviewed the competencies of the existing board and believes that the priorities needed for members at this time are met," she said.
Additionally, she said that the committee felt it prudent to defer the recruitment and selection process until after the special CHA Membership Task Force study of membership categories is complete in June. If changes result from the study, these could then be reflected in the next trustee recruitment cycle. The board will use the time this year to review the current board competency model to determine whether it should be updated to better align with CHA's strategic plan.
Finally, deferring the process makes sense from a stewardship standpoint. Gilden said the process of implementing a call for nominations, reviewing applications, selecting and interviewing candidates, holding an election and orienting new trustees requires a great amount of time and association resources. "The governance committee recognized that this was a very large price for filling only two board seats this year," she said.
In other action, the board passed a resolution at its Dec. 1-2 meeting that CHA will file an amicus brief, either alone or in collaboration with other provider associations, in support of upholding the constitutionality of the individual insurance coverage mandate and the Medicaid expansion in the Patient Protection and Affordable Care Act when the law is reviewed by the U.S. Supreme Court later this year. The board made clear that CHA would not sign on to any amicus brief that supports striking down the entire law if the mandate is found to be unconstitutional, as such would be inconsistent with CHA's commitment to the poor and vulnerable.
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