Passavant Hospital Foundation Recommendations for Governance Prepared for: Ralph T. DeStefano President and CEO Prepared b...
Passavant Hospital Foundation <ul><li>The Passavant Hospital Foundation was incorporated under the Pennsylvania Nonprofit ...
Passavant Hospital Foundation <ul><li>Mission </li></ul><ul><li>The mission of Passavant Hospital Foundation is to support...
<ul><li>Board of Directors </li></ul><ul><li>Passavant Hospital Foundation ’ s Board of Directors currently consists of 16...
<ul><li>Officers </li></ul><ul><li>The following officer positions exist with Passavant Hospital </li></ul><ul><li>Foundat...
<ul><li>Current Terms </li></ul><ul><li>Terms are served for 3 years, there is currently no limit to the amount of terms s...
<ul><li>Committees </li></ul><ul><li>The following committees are currently in place  </li></ul><ul><li>with Passavant Hos...
Passavant Hospital Foundation  <ul><li>New Members </li></ul><ul><li>August is the first meeting of the new fiscal year, t...
Passavant Hospital Foundation <ul><li>Criteria for New Members </li></ul><ul><li>There shall be a stronger criteria put in...
Passavant Hospital Foundation <ul><li>Things a Successful Board Member Should Know </li></ul><ul><li>Know Your Organizatio...
Passavant Hospital Foundation <ul><li>Know Your Organization’s Story </li></ul><ul><li>The story of Passavant Hospital Fou...
Passavant Hospital Foundation <ul><li>Know Your Plan </li></ul><ul><li>The Passavant Hospital Foundation relies on support...
Passavant Hospital Foundation <ul><li>Proposed Changes </li></ul><ul><li>It is my recommendation to implement the followin...
Passavant Hospital Foundation Criteria for a Successful Nonprofit   The President and CEO of Passavant Hospital Foundation...
Passavant Hospital Foundation <ul><li>It is important to examine the  Three Modes of Governance , all created equal. </li>...
Passavant Hospital Foundation <ul><li>Please note :  Three Modes are Better Than Two or One.  In the interest of maximizin...
Passavant Hospital Foundation <ul><li>The following are issues that are common problems among Nonprofit Boards: </li></ul>...
Passavant Hospital Foundation <ul><li>Ways to Handle Common Board Issues </li></ul><ul><li>The Passavant Hospital Foundati...
Passavant Hospital Foundation <ul><li>Ways to Handle Common Board Issues (cont’d) </li></ul><ul><li>Board members should b...
Passavant Hospital Foundation  <ul><li>Generative Thinking </li></ul><ul><li>Chait, Ryan, Taylor state, “Generative thinki...
Passavant Hospital Foundation <ul><li>Generative Thinking (cont’d) </li></ul><ul><li>It is the recommendation that at ever...
Suggested Board Member Nomination Form: <ul><li>Name:_____________________________________________________________________...
Sources <ul><li>Axelrod, Nancy R. (2007).  Culture of Inquiry.  Washington, DC: </li></ul><ul><ul><li>BoardSource.  </li><...
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Recommendations for Governance

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The following presentation was prepared for Passavant Hospital Foundation as proposed ideas dealing with the Foundation Governance.

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Recommendations for Governance

  1. 1. Passavant Hospital Foundation Recommendations for Governance Prepared for: Ralph T. DeStefano President and CEO Prepared by: Mark L. Burnett
  2. 2. Passavant Hospital Foundation <ul><li>The Passavant Hospital Foundation was incorporated under the Pennsylvania Nonprofit Corporation Law of 1988, 15 Pa. C.S. Section 5101, et seq. The purposes for which the Foundation is organized and shall be operated are exclusively charitable, scientific or educational within the meaning of section 501 (c) (3) of the internal Revenue Code of 1986, as amended, and, in furtherance of these purposes, the Foundation will promote the interests of itself, University of Pittsburgh Medical Center, Passavant and other subsidiary corporations of University of Pittsburgh Medical Center, Passavant, which fall within the class of organizations described both by Section 501 (c) (3) and Section 509 (a) (1) or (2) of the Code. </li></ul><ul><li>The Passavant Hospital Foundation fiscal year operates from July 1 to June 30. </li></ul>
  3. 3. Passavant Hospital Foundation <ul><li>Mission </li></ul><ul><li>The mission of Passavant Hospital Foundation is to support UPMC Passavant by advancing health and wellness through education, outreach, and grantmaking </li></ul><ul><li>Vision </li></ul><ul><li>Passavant Hospital Foundation will be a visible extension of the Passavant legacy of caring in making the region a leader in healthcare awareness, accessibility and quality. </li></ul>
  4. 4. <ul><li>Board of Directors </li></ul><ul><li>Passavant Hospital Foundation ’ s Board of Directors currently consists of 16 members, 14 voting and 2 non-voting. There must be 50% quorum for any meeting to be called to order. </li></ul><ul><li>The responsibilities of the Passavant Hospital Foundation Board of Directors relate to all affairs of the foundation; business and property. They manage and control all responsibilities. All members of the Passavant Hospital Foundation are non-paid. </li></ul>Passavant Hospital Foundation
  5. 5. <ul><li>Officers </li></ul><ul><li>The following officer positions exist with Passavant Hospital </li></ul><ul><li>Foundation. </li></ul><ul><li>Chairman </li></ul><ul><li>Vice Chairman </li></ul><ul><li>Secretary </li></ul><ul><li>Treasurer </li></ul><ul><li>Foundation President and CEO </li></ul><ul><li>Currently each officer serves a term of 1 year. The Chairman is elected by the Board of Directors and he appoints the Vice Chairman, all committee members and the President and CEO. </li></ul>Passavant Hospital Foundation
  6. 6. <ul><li>Current Terms </li></ul><ul><li>Terms are served for 3 years, there is currently no limit to the amount of terms served and no cap on the age of members serving. Members are able to serve as long as they are re-elected. There also is currently no maximum number of board members serving at one time. </li></ul><ul><li>Meetings are held quarterly on the 3rd Thursday of the month. Each individual committee must meet once per year. </li></ul><ul><li>Currently members cannot be voted off of the Board of Directors during their term. </li></ul>Passavant Hospital Foundation
  7. 7. <ul><li>Committees </li></ul><ul><li>The following committees are currently in place </li></ul><ul><li>with Passavant Hospital Foundation: </li></ul><ul><li>Executive Committee </li></ul><ul><li>Finance Committee </li></ul><ul><li>Nominating Committee </li></ul><ul><li>Development Committee. </li></ul><ul><li>Each Committee must have a minimum of three voting members. The Chairman and President and CEO also sit on each committee. </li></ul>Passavant Hospital Foundation
  8. 8. Passavant Hospital Foundation <ul><li>New Members </li></ul><ul><li>August is the first meeting of the new fiscal year, this is a re-organizational meeting. New members can be nominated at this meeting. After this meeting takes place, the Nominating Committee will review and discuss candidates based on board recommendations and individual criteria. </li></ul>
  9. 9. Passavant Hospital Foundation <ul><li>Criteria for New Members </li></ul><ul><li>There shall be a stronger criteria put into place to add an individual to the Board of Directors. It is vital to the success of the organization to have individuals on the Board that will be able to contribute in positive ways. The nomination committee should meet will all members that are recommended for board membership. </li></ul>
  10. 10. Passavant Hospital Foundation <ul><li>Things a Successful Board Member Should Know </li></ul><ul><li>Know Your Organization’s Story </li></ul><ul><li>Know Your Organization’s Core Values </li></ul><ul><li>Know Your Organization’s Real Needs </li></ul><ul><li>Know Your Plan </li></ul><ul><li>Know Who You Know </li></ul><ul><li>Know the Roles of Friendship </li></ul>
  11. 11. Passavant Hospital Foundation <ul><li>Know Your Organization’s Story </li></ul><ul><li>The story of Passavant Hospital Foundation can by found through their mission, to advance health and wellness through education, outreach and grantmaking. </li></ul><ul><li>Know Your Organization’s Core Values </li></ul><ul><li>The core values of Passavant Hospital Foundation consist of wanting to provide education and quality healthcare and to make is accessible to the community. </li></ul><ul><li>Know Your Organization’s Real Needs </li></ul><ul><li>The needs of Passavant Hospital Foundation consist mainly of financial need to continue providing free educational and outreach programs to the community, as well as being able to provide funding through grantmaking to hospital departments for needed medical equipment. </li></ul>
  12. 12. Passavant Hospital Foundation <ul><li>Know Your Plan </li></ul><ul><li>The Passavant Hospital Foundation relies on support from the Board of Directors in order to achieve their financial goals and for support from the community. </li></ul><ul><li>Know Who You Know </li></ul><ul><li>Board members who are being considered should be aware that the Foundation will rely on their connections to help them gain support. </li></ul><ul><li>Know the Roles of Friendship </li></ul><ul><li>Board members should know who they have relationships with and who it is appropriate for them to connect with in terms of gaining support for Passavant Hospital Foundation. </li></ul>
  13. 13. Passavant Hospital Foundation <ul><li>Proposed Changes </li></ul><ul><li>It is my recommendation to implement the following changes to </li></ul><ul><li>strengthen the Passavant Hospital Foundation Board of Directors. </li></ul><ul><li>All terms shall be limited to serving four three year terms. It does take time to learn the organization, and individuals with experience can add a great deal to the Board. </li></ul><ul><li>Board members are eligible to serve until the age of 70. After that age they can be acknowledged as Director Emiratis. This will help to avoid situations where elderly individuals that are unable to contribute to the group continue to serve an unproductive term. The Director Emiratis position will have no voting rights. </li></ul><ul><li>It should be made clear to members that they are expected to support the Foundation financially and by attending Foundation activities. </li></ul><ul><li>The Chairman of the Board will have the authority to make a motion to vote a current board member out of office should he or she have just cause to do so. </li></ul>
  14. 14. Passavant Hospital Foundation 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.    
  15. 15. Passavant Hospital Foundation <ul><li>It is important to examine the Three Modes of Governance , all created equal. </li></ul><ul><ul><li>Fiduciary Mode – boards are concerned with stewardship of tangible assets. </li></ul></ul><ul><ul><li>Strategic Mode – boards create strategic partnership with management. </li></ul></ul><ul><ul><li>Generative Mode – boards provide less recognized but critical source of leadership. </li></ul></ul><ul><li>Chait, Ryam, Taylor (p. 6) </li></ul>
  16. 16. Passavant Hospital Foundation <ul><li>Please note : Three Modes are Better Than Two or One. In the interest of maximizing the success of Passavant Hospital Foundation, it is my recommendation to consider the use of all types of governance previously listed. </li></ul><ul><li>By utilizing all three modes, more aspects will be considered, this evolved thought process will allow new ideas to be formed. </li></ul>
  17. 17. Passavant Hospital Foundation <ul><li>The following are issues that are common problems among Nonprofit Boards: </li></ul><ul><li>Board Members missing meetings </li></ul><ul><li>Board Members not contributing financially </li></ul><ul><li>Board Members seem distant from what the Foundation does </li></ul>
  18. 18. Passavant Hospital Foundation <ul><li>Ways to Handle Common Board Issues </li></ul><ul><li>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. </li></ul><ul><li>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? </li></ul>
  19. 19. Passavant Hospital Foundation <ul><li>Ways to Handle Common Board Issues (cont’d) </li></ul><ul><li>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. </li></ul>
  20. 20. Passavant Hospital Foundation <ul><li>Generative Thinking </li></ul><ul><li>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. </li></ul>
  21. 21. Passavant Hospital Foundation <ul><li>Generative Thinking (cont’d) </li></ul><ul><li>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. </li></ul>
  22. 22. Suggested Board Member Nomination Form: <ul><li>Name:_____________________________________________________________________________________ </li></ul><ul><li>Home Address:______________________________________________________________________________ </li></ul><ul><li>City:________________________________________________ Stare:__________ Zip:____________________ </li></ul><ul><li>Municipality:________________________________________________________________________________ </li></ul><ul><li>Profession:_________________________________________________________________________________ </li></ul><ul><li>Title:______________________________________________________________________________________ </li></ul><ul><li>Business Phone:_____________________________________________________________________________ </li></ul><ul><li>Email:_____________________________________________________________________________________ </li></ul><ul><li>Civic Interests:______________________________________________________________________________ </li></ul><ul><li>__________________________________________________________________________________________ </li></ul><ul><li>What strengths will this board member bring to Passavant Hospital Foundation? </li></ul><ul><li>___________________________________________________________________________________________ </li></ul><ul><li>___________________________________________________________________________________________ </li></ul><ul><li>___________________________________________________________________________________________ </li></ul><ul><li>Submitted by:_______________________________________________________ Date:__________________ </li></ul><ul><li>Please return completed form to Passavant Hospital Foundation. Thank you. </li></ul>
  23. 23. Sources <ul><li>Axelrod, Nancy R. (2007). Culture of Inquiry. Washington, DC: </li></ul><ul><ul><li>BoardSource. </li></ul></ul><ul><li>Chait, Richard P., Ryan, William P., Taylor, Barbara E. (2005). </li></ul><ul><li>Governance as Leadership. Hoboken, NJ: Whiley. </li></ul><ul><li>Gottlieb, Hildy (2006). FriendRaising, Community Engagement </li></ul><ul><ul><li>Strategies for Boards Who Hate Fundraising but Love Making Friends. Tuscon, AZ: Renaissance Press. </li></ul></ul>

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