bParati Governance Icon


healthcare coalition governance simply means how the coalition is administered; the key players in a healthcare coalition are the directors, officers, committees, members, staff, and volunteers

governance is

the framework of rules and practices by which a board of directors ensures accountability...

The framework of rules and practices by which a board of directors ensures accountability, fairness, and transparency in a company's relationship with its all stakeholders.

Per the IRS, good governance includes the following:

  • The organization should clearly understand and publicly express its mission. (An organization can jeopardize its exempt status by changing its mission.)
  • The organization's board should be engaged, informed, and independent.
  • The board should have real responsibility and authority, including implementing the rules against inurement and self-dealing.
  • The organization should implement policies and practices that address executive compensation, protect against conflicts of interest, and support independent financial reviews.
  • Relationships and decision making should be transparent—board decisions should be reflected in minutes, and whistleblowers should be protected.
  • The organization's Form 990 should be complete, accurate, and prepared in good faith.
  • The organization should ensure proper use and safeguarding of assets.
  • The organization should develop a system of internal controls that is appropriate to the organization itself.

Healthcare Coalition Governing Documents

Lower ranking governing documents cannot be in conflict with higher ranking documents. All governing documents are ratified by the full membership, generally under different levels of vote thresholds as stated in the coalition's bylaws.

state nonprofit charter

healthcare coalition's that decide to establish independent nonprofit organizations require a charter with their state of operations

bParati Charter Icon

charter: a grant of authority by the state

  • Identifies the purpose of the organization. State the reason you are forming the organization or how the organization serves the group or community.
  • Identifies the board of directors of the organization. State the full names for each of the board of directors of the corporation. Include the full names of the board members, and the title of the board position they fill on the board.
  • Identifies the business location. Include the business address for the organization (consider a PO Box), the primary contact person, and the contact phone.

healthcare coalition bylaws

every healthcare coalition, whether independent nonprofit or not, requires bylaws

bParati Charter Icon

bylaws: member driven

  • Define the makeup of the board of directors. Describe each position that must be filled on the board of directors and the role of each position. For example, you may state that the board must have a president, vice president, secretary, treasurer, and a board-staff liaison.
  • Describe the election process for board members. Write how board members are elected to the board, the term each board member may serve, and what obligations board members have to the organization. Also, describe the process of removing a board member for not complying with their obligations.
  • Write the requirements for membership admittance to the organization. Write and describe what criteria individuals or groups must meet to become members of the organization.

Bylaws are of such importance that they can’t be changed without 'previous notice' and the consent of a large majority of the coalition's members.

independent nonprofit vs. quasi-nonprofit

healthcare coalition governance changes little whether the organization is a legally established nonprofit or not

Healthcare coalition governance starts with bylaws

When it comes to governance, the only difference between an independent nonprofit coalition and one using a third-party fiduciary agent is the charter. The charter is required only of a coalition with independent nonprofit status with the state.

superseding governance

healthcare coalition governance is superseded by federal and state laws and regulations

higher ranking governing documents 

Governing Documents that Supersede Coalition Governance

No portion of the coalition's charter, bylaws, polices, procedures, or parliamentary procedure can be in conflict with the the U.S. Constitution, federal laws and regulations, or state laws and regulations. And any motion made by a member that is in conflict must be ruled out of order by the chair and not subject to vote of the body.