recommendations for governance

Passavant Hospital Passavant Hospital FoundationFoundation

Recommendations for Recommendations for GovernanceGovernance

Prepared for:Prepared for:Ralph T. DeStefanoRalph T. DeStefano President and CEOPresident and CEO

Prepared by:Prepared by:Mark L. BurnettMark L. Burnett


The Passavant Hospital Foundation was incorporated The Passavant Hospital Foundation was incorporated under the Pennsylvania Nonprofit Corporation Law of under the Pennsylvania Nonprofit Corporation Law of 1988, 15 Pa. C.S. Section 5101, et seq. The purposes for 1988, 15 Pa. C.S. Section 5101, et seq. The purposes for which the Foundation is organized and shall be which the Foundation is organized and shall be operated are exclusively charitable, scientific or operated are exclusively charitable, scientific or educational within the meaning of section 501 (c) (3) of educational within the meaning of section 501 (c) (3) of the internal Revenue Code of 1986, as amended, and, in the internal Revenue Code of 1986, as amended, and, in furtherance of these purposes, the Foundation will furtherance of these purposes, the Foundation will promote the interests of itself, University of Pittsburgh promote the interests of itself, University of Pittsburgh Medical Center, Passavant and other subsidiary Medical Center, Passavant and other subsidiary corporations of University of Pittsburgh Medical Center, corporations of University of Pittsburgh Medical Center, Passavant, which fall within the class of organizations Passavant, which fall within the class of organizations described both by Section 501 (c) (3) and Section 509 described both by Section 501 (c) (3) and Section 509 (a) (1) or (2) of the Code.(a) (1) or (2) of the Code.

The Passavant Hospital Foundation fiscal year operates The Passavant Hospital Foundation fiscal year operates from July 1 to June 30.from July 1 to June 30.


MissionMission

The mission of Passavant Hospital Foundation is to The mission of Passavant Hospital Foundation is to support UPMC Passavant by advancing health and support UPMC Passavant by advancing health and

wellness through education, outreach, and wellness through education, outreach, and grantmakinggrantmaking

VisionVision

Passavant Hospital Foundation will be a visible Passavant Hospital Foundation will be a visible extension of the Passavant legacy of caring in extension of the Passavant legacy of caring in

making the region a leader in healthcare making the region a leader in healthcare awareness, accessibility and quality.awareness, accessibility and quality.

Board of DirectorsBoard of Directors Passavant Hospital FoundationPassavant Hospital Foundation’’s Board of s Board of

Directors currently consists of 16 members, Directors currently consists of 16 members, 14 voting and 2 non-voting. There must be 14 voting and 2 non-voting. There must be 50% quorum for any meeting to be called to 50% quorum for any meeting to be called to order.order.

The responsibilities of the Passavant Hospital The responsibilities of the Passavant Hospital Foundation Board of Directors relate to all Foundation Board of Directors relate to all affairs of the foundation; business and affairs of the foundation; business and property. They manage and control all property. They manage and control all responsibilities. All members of the Passavant responsibilities. All members of the Passavant Hospital Foundation are non-paid.Hospital Foundation are non-paid.


OfficersOfficersThe following officer positions exist with Passavant The following officer positions exist with Passavant

HospitalHospitalFoundation. Foundation. ChairmanChairman Vice ChairmanVice Chairman SecretarySecretary TreasurerTreasurer Foundation President and CEOFoundation President and CEO Currently each officer serves a term of 1 year. The Currently each officer serves a term of 1 year. The

Chairman is elected by the Board of Directors and Chairman is elected by the Board of Directors and he appoints the Vice Chairman, all committee he appoints the Vice Chairman, all committee members and the President and CEO.members and the President and CEO.


Current TermsCurrent Terms Terms are served for 3 years, there is Terms are served for 3 years, there is

currently no limit to the amount of terms currently no limit to the amount of terms served and no cap on the age of members served and no cap on the age of members serving. Members are able to serve as long as serving. Members are able to serve as long as they are re-elected. There also is currently no they are re-elected. There also is currently no maximum number of board members serving maximum number of board members serving at one time. at one time.

Meetings are held quarterly on the 3rd Meetings are held quarterly on the 3rd Thursday of the month. Each individual Thursday of the month. Each individual committee must meet once per year. committee must meet once per year.

Currently members cannot be voted off of the Currently members cannot be voted off of the Board of Directors during their term. Board of Directors during their term.


CommitteesCommitteesThe following committees are currently in place The following committees are currently in place with Passavant Hospital Foundation:with Passavant Hospital Foundation: Executive Committee Executive Committee Finance CommitteeFinance Committee Nominating CommitteeNominating Committee Development Committee.Development Committee. Each Committee must have a minimum of Each Committee must have a minimum of

three voting members. The Chairman and three voting members. The Chairman and President and CEO also sit on each President and CEO also sit on each committee. committee.


Passavant Hospital Passavant Hospital Foundation Foundation

New MembersNew Members August is the first meeting of the new August is the first meeting of the new

fiscal year, this is a re-organizational fiscal year, this is a re-organizational meeting. New members can be meeting. New members can be nominated at this meeting. After this nominated at this meeting. After this meeting takes place, the Nominating meeting takes place, the Nominating Committee will review and discuss Committee will review and discuss candidates based on board candidates based on board recommendations and individual criteria. recommendations and individual criteria.


Criteria for New MembersCriteria for New Members There shall be a stronger criteria put into There shall be a stronger criteria put into

place to add an individual to the Board of place to add an individual to the Board of Directors. It is vital to the success of the Directors. It is vital to the success of the organization to have individuals on the organization to have individuals on the Board that will be able to contribute in Board that will be able to contribute in positive ways. The nomination committee positive ways. The nomination committee should meet will all members that are should meet will all members that are recommended for board membership. recommended for board membership.


Things a Successful Board Member Things a Successful Board Member Should KnowShould Know

Know Your Organization’s StoryKnow Your Organization’s Story Know Your Organization’s Core ValuesKnow Your Organization’s Core Values Know Your Organization’s Real NeedsKnow Your Organization’s Real Needs Know Your PlanKnow Your Plan Know Who You KnowKnow Who You Know Know the Roles of FriendshipKnow the Roles of Friendship


Know Your Organization’s StoryKnow Your Organization’s StoryThe story of Passavant Hospital Foundation can by found The story of Passavant Hospital Foundation can by found

through their mission, to advance health and wellness through their mission, to advance health and wellness through education, outreach and grantmaking. through education, outreach and grantmaking.

Know Your Organization’s Core ValuesKnow Your Organization’s Core ValuesThe core values of Passavant Hospital Foundation consist The core values of Passavant Hospital Foundation consist

of wanting to provide education and quality healthcare of wanting to provide education and quality healthcare and to make is accessible to the community.and to make is accessible to the community.

Know Your Organization’s Real NeedsKnow Your Organization’s Real NeedsThe needs of Passavant Hospital Foundation consist mainly The needs of Passavant Hospital Foundation consist mainly

of financial need to continue providing free educational of financial need to continue providing free educational and outreach programs to the community, as well as and outreach programs to the community, as well as being able to provide funding through grantmaking to being able to provide funding through grantmaking to hospital departments for needed medical equipment.hospital departments for needed medical equipment.


Know Your PlanKnow Your PlanThe Passavant Hospital Foundation relies on support from The Passavant Hospital Foundation relies on support from

the Board of Directors in order to achieve their financial the Board of Directors in order to achieve their financial goals and for support from the community.goals and for support from the community.

Know Who You KnowKnow Who You KnowBoard members who are being considered should be aware Board members who are being considered should be aware

that the Foundation will rely on their connections to help that the Foundation will rely on their connections to help them gain support.them gain support.

Know the Roles of FriendshipKnow the Roles of FriendshipBoard members should know who they have relationships Board members should know who they have relationships

with and who it is appropriate for them to connect with in with and who it is appropriate for them to connect with in terms of gaining support for Passavant Hospital terms of gaining support for Passavant Hospital Foundation. Foundation.

Passavant Hospital Passavant Hospital FoundationFoundationProposed ChangesProposed Changes

It is my recommendation to implement the following changes It is my recommendation to implement the following changes toto

strengthen the Passavant Hospital Foundation Board of strengthen the Passavant Hospital Foundation Board of Directors. Directors.

All terms shall be limited to serving four three year terms. It All terms shall be limited to serving four three year terms. It does take time to learn the organization, and individuals does take time to learn the organization, and individuals with experience can add a great deal to the Board.with experience can add a great deal to the Board.

Board members are eligible to serve until the age of 70. Board members are eligible to serve until the age of 70. After that age they can be acknowledged as Director After that age they can be acknowledged as Director Emiratis. This will help to avoid situations where elderly Emiratis. This will help to avoid situations where elderly individuals that are unable to contribute to the group individuals that are unable to contribute to the group continue to serve an unproductive term. The Director continue to serve an unproductive term. The Director Emiratis position will have no voting rights.Emiratis position will have no voting rights.

It should be made clear to members that they are expected It should be made clear to members that they are expected to support the Foundation financially and by attending to support the Foundation financially and by attending Foundation activities.Foundation activities.

The Chairman of the Board will have the authority to make a The Chairman of the Board will have the authority to make a motion to vote a current board member out of office should motion to vote a current board member out of office should he or she have just cause to do so.he or she have just cause to do so.


Criteria for a Successful Nonprofit The President and CEO of Passavant Hospital Foundation must recognize the Principles of Nonprofit Leaders Nonprofit Managers have become leaders – The President and CEO of Passavant Hospital Foundation has ultimate responsibility of running all aspects of the office. Upon the retirement of the current president, the Board of Directors will need to conduct a search. This position will require an individual with a minimum of 10 years in nonprofit management as well as an advanced degree in nonprofit management or related field. Trustees are Acting More Like Managers – With the leadership shift taking place toward the President and CEO of Passavant Hospital Foundation, it is the responsibility of the Board of Directors to works as managers, assuring that the mission of the foundation is being met and programs are working at a successful rate.


It is important to examine the It is important to examine the Three Three Modes of GovernanceModes of Governance, all created , all created equal.equal. Fiduciary Mode – boards are concerned Fiduciary Mode – boards are concerned

with stewardship of tangible assets.with stewardship of tangible assets. Strategic Mode – boards create strategic Strategic Mode – boards create strategic

partnership with management.partnership with management. Generative Mode – boards provide less Generative Mode – boards provide less

recognized but critical source of leadership. recognized but critical source of leadership.

Chait, Ryam, Taylor (p. 6)Chait, Ryam, Taylor (p. 6)


Please note : Please note : Three Modes are Better Three Modes are Better Than Two or One. Than Two or One. In the interest of In the interest of maximizing the success of Passavant maximizing the success of Passavant Hospital Foundation, it is my Hospital Foundation, it is my recommendation to consider the use of all recommendation to consider the use of all types of governance previously listed. types of governance previously listed.

By utilizing all three modes, more aspects By utilizing all three modes, more aspects will be considered, this evolved thought will be considered, this evolved thought process will allow new ideas to be process will allow new ideas to be formed. formed.


The following are issues that are The following are issues that are common problems among Nonprofit common problems among Nonprofit

Boards:Boards:

Board Members missing meetingsBoard Members missing meetingsBoard Members not contributing Board Members not contributing financiallyfinanciallyBoard Members seem distant from Board Members seem distant from what the Foundation doeswhat the Foundation does


Ways to Handle Common Board Issues

The Passavant Hospital Foundation should include in their bylaws that members are only permitted to miss one meeting per fiscal year. If members are unable to make it to a meeting they have the option to call in.

It should be made clear to them at the orientation that board members are expected to make a financial contribution to the Foundation. It is vital for community members to see that the board supports the foundation in the annual report. If the board does not support the foundation what should anybody else?


Ways to Handle Common Board Issues (cont’d)

Board members should be strongly encouraged to attend the foundation programs and events. While the Foundation understands the busy schedules of the members of the Board of Directors, it is important for the Board Members to see what we do in order to be ambassadors of our organization.

Passavant Hospital Passavant Hospital Foundation Foundation

Generative Thinking

Chait, Ryan, Taylor state, “Generative thinking provides a sense of problems and opportunities,” (p. 79). Generative thinking will allow a new perspective to be put into place. It challenges individuals working within the Foundation’s Board of Directors to constantly be thinking and brainstorming about ways to improve the foundation and new ideas that could be implemented. Things are constantly changing and advancing, and it will only hurt the overall success of the foundation to not always be looking towards the future.


Generative Thinking (cont’d)

It is the recommendation that at every quarterly board members, there be an opportunity for board members to express their ideas through a generative thinking brainstorming session that is placed on the meeting agenda. Not only will this help the foundation move forward, it keeps members engaged with the organization and each other. The board members are here because of what they bring to the table as individuals, and it is important to let them know that their thoughts and ideas are valued.

Suggested Board Member Nomination Suggested Board Member Nomination Form:Form:

Name:_____________________________________________________________________________________Name:_____________________________________________________________________________________

Home Address:______________________________________________________________________________Home Address:______________________________________________________________________________

City:________________________________________________ Stare:__________ Zip:____________________City:________________________________________________ Stare:__________ Zip:____________________

Municipality:________________________________________________________________________________Municipality:________________________________________________________________________________

Profession:_________________________________________________________________________________Profession:_________________________________________________________________________________

Title:______________________________________________________________________________________Title:______________________________________________________________________________________

Business Phone:_____________________________________________________________________________Business Phone:_____________________________________________________________________________

Email:_____________________________________________________________________________________Email:_____________________________________________________________________________________

Civic Interests:______________________________________________________________________________Civic Interests:______________________________________________________________________________

____________________________________________________________________________________________________________________________________________________________________________________What strengths will this board member bring to Passavant Hospital Foundation?What strengths will this board member bring to Passavant Hospital Foundation?

______________________________________________________________________________________________________________________________________________________________________________________

______________________________________________________________________________________________________________________________________________________________________________________

______________________________________________________________________________________________________________________________________________________________________________________

Submitted by:_______________________________________________________ Date:__________________Submitted by:_______________________________________________________ Date:__________________Please return completed form to Passavant Hospital Foundation. Thank you.Please return completed form to Passavant Hospital Foundation. Thank you.

SourcesSources Axelrod, Nancy R. (2007). Axelrod, Nancy R. (2007). Culture of Inquiry. Culture of Inquiry.

Washington, DC:Washington, DC:BoardSource. BoardSource.

Chait, Richard P., Ryan, William P., Taylor, Chait, Richard P., Ryan, William P., Taylor, Barbara E. (2005).Barbara E. (2005).

Governance as Leadership. Governance as Leadership. Hoboken, NJ: Whiley.Hoboken, NJ: Whiley. Gottlieb, Hildy (2006). Gottlieb, Hildy (2006). FriendRaising, FriendRaising,

Community Engagement Community Engagement Strategies for Boards Who Hate Strategies for Boards Who Hate

Fundraising but Love Making Fundraising but Love Making Friends. Friends. Tuscon, AZ: Renaissance Press. Tuscon, AZ: Renaissance Press.

recommendations for governance

Education