The Bylaws of The Catholic Health Association of the United States provide:

The Board of Trustees shall have authority from time to time to codify its procedures and these Bylaws, and the procedures of the Association, through the issuance and revision of Administrative Regulations, so long as the same are in conformity with the laws of the State of Missouri and are not inconsistent with these Bylaws, or any amendments hereto, or the Articles of Association, or any amendments thereto. [Bylaws, art. V, § 7.]

This document constitutes the Administrative Regulations contemplated by the Bylaws. It is a codification of the Board's permanent regulations, intended as a guide for decision making in matters of the Association's general affairs. Any previously enacted administrative regulations not contained within are considered to be of historical and archival import only.

The Board recognizes a distinction between the Administrative Regulations, on the one hand, and either the Board positions or management's policies and procedures on the other. While they may be the subject of Board actions, the Board positions normally are not permanent, and they represent the Association's stance on single issues only. Policies and procedures govern day-to-day business and program activities and are not normally the subjects of Board action. They are developed by staff on an as-needed basis.

Because the Administrative Regulations are promulgated by the Board of Trustees, any revision of them remains the Board's sole prerogative; however, staff or members of the Association may recommend amendments at any time.

• A Board process for an annual evaluation of the total performance of the Board as a policy-making body and an annual self-evaluation by each Trustee;
• An Executive Committee process for an annual evaluation of the performance of the President; and
• An annual process by which the President and the Vice Chairperson shall evaluate the charge, composition, and effectiveness of each Board committee prior to the Annual Assembly and report their findings and recommendations to the full Board.

Each process shall include a method for reporting the results, findings and recommendations, if any, to the full Board.

1. Board Responsibility.
   1. Overall CHA compensation program. It is the responsibility of the board to approve the philosophy and goals of the CHA compensation program. The board shall adopt policies it deems appropriate regarding employee compensation as necessary to comply with applicable laws and regulations, including a policy with respect to excess benefit transactions under the Internal Revenue Code.
   2. The board also shall adopt and periodically review an executive compensation policy.

    

2. Executive Committee Responsibility.
   1. The Executive Committee (except the president/CEO) will develop and approve the compensation and benefits package of the president/CEO.
   2. The Executive Committee must approve any other substantive adaptations of the CHA compensation program, which the president/CEO might deem necessary for a particular employee.
   3. The Executive Committee will perform the functions delegated to it, if any, pursuant to the Board's policy regarding excess benefit transactions.

    

3. President/CEO Responsibility.

   The president/CEO will develop appropriate procedures to implement CHA's employee compensation program, oversee its administration, and to report on them at the time of the president/CEO's annual review.

• The potential impact on CHA members and/or the Catholic health ministry;
• Any special insight or contribution that will be added by CHA;
• The ability to promote or protect Catholic values;
• The nationwide or multi-state precedential value; and
• The level of expense involved.

In such event, a report of the action shall be made at the next Board meeting.

• "Affiliated entity" means any not-for-profit or privately held for-profit entity that (1) has a direct or indirect relationship with a Catholic entity (but is not controlled by a Catholic entity), (2) has as its principal activity the delivery of health care services through contract or otherwise, (3) promotes or fosters the values of the Catholic health ministry, and (4) embraces and supports the mission and purposes of the Association.
• "Catholic entity" means any entity that is recognized as Catholic by the diocesan bishop. An entity's listing in the Official Catholic Directory shall be considered prima facie evidence of the diocesan bishop's recognition.
• "Other-than-Catholic entity" means an entity that is not a Catholic entity.
• "Catholic health system" means any group of entities that is controlled together by one or more Catholic entities with respect to the delivery of health services.
• "Control by a Catholic entity" means one or more Catholic entities directly or indirectly possess the authority to direct or cause the direction of the mission, policies, management, or operations of an entity. The word "control" includes the terms "controlling," "controlled by," and "under common control with."
• "Freestanding Catholic entity" means any Catholic entity that is not part of a Catholic health system that is a Representative Member.
• "Not-for-profit entity" is any entity that is organized or classified under the laws of any state as a not-for-profit corporation, or any other type of organization or institution, in which no part of its net earnings or profits is distributable or inures to the benefit of any person, except as may be authorized by law.
• "For-profit entity" means any entity other than a not-for-profit entity.
• "Privately held for-profit entity" means a for-profit entity whose business focus is consistent with the values of the Catholic health ministry as it responds to the needs of the communities it serves and in which no interest is available for sale to the general public through any stock exchange or other market.
• "Sponsor" means a religious institute, diocese, or other canonically recognized Catholic entity that has sufficient authority to cause its sponsored entities to promote or foster the values of the Catholic health ministry.

• Verification of and endorsement by the diocesan bishop that the organization conducts itself in accordance with the values of the Catholic healing ministry;
• Evidence that the organization publicly embraces and supports both the values of the Catholic healing ministry and the mission and purposes of the Association;
• Endorsement of the application by any parent organization, including that the parent supports the applicant's determination to carry out Catholic values;
• The nature of the organization's relationship with other Catholic organizations in the area;
• The degree to which the facility's mission statement and similar documents exhibit an understanding of and a commitment to Catholic values;
• The existence of processes for regular, thorough reevaluation of mission; vision; leadership culture; community needs; holistic care; and clinical, social, and corporate ethics;
• Impressions gained from any site visits to organization;
• Evidence that Catholic teaching is respected and followed in regards to medical-moral issues;
• Evidence of just relationships with employees;
• The leadership's understanding of and personal commitment to Catholic values and traditions in their professional lives;
• The presence of Catholic signs, symbols, and rituals;
• The composition and authority of the governing board and its relationship to any parent organization; whether it is truly representative of the local community;
• Whether the organization is actively collaborating and/or networking with other Catholic providers in the market;
• How the organization makes provision for ecumenical chaplaincy services, spiritual and holistic care, etc.;
• Evidence of a commitment to provide charitable services that address community needs for all categories of persons without regard to ability to pay;
• Whether the organization has utilized the CHA Catholic Identity document;
• Any other information considered relevant to the specific case.

• Whether the Representative Member identifies the entity as a subsidiary;
• Whether the Representative Member has at least 51 percent of the vote on all issues subject to vote or has the right or power to approve 51 percent of the governing body of the entity;
• Whether the Representative Member possesses sufficient reserved rights to determine that the mission, policies, and operations of the entity will promote, foster, and be consistent with the values of the Catholic healing ministry;
• Whether the Representative Member, pursuant to contract or otherwise, effectively achieves a sufficient level of direction over the management, governance, or operations of the entity to cause the entity to promote or foster the values of the Catholic healing ministry; and
• Any other relevant factors not listed above that affect the structure, governance, or operation of the entity.

The presence or absence of one or more factors mentioned here is not dispositive in determining whether a particular applicant is controlled by a Catholic entity. The Board has sole discretion to determine if an applicant is controlled by a Representative Member.

• If a majority of the applicant's governing board can be appointed by an organization other than a Catholic entity;
• If an other-than-Catholic entity holds substantial reserved powers over the applicant, especially in the areas of mission and governance;
• If an other-than-Catholic organization has effective control, by contract or otherwise, over the management or operations of the applicant that could be exercised to cause the applicant's mission, policies, management, or operations not to promote or foster the values of the Catholic health ministry or not to embrace and support the mission and purposes of the Association.

1. The expenditure is essential to the success of a project of fundamental importance to the Catholic health ministry;
2. The issue in question could have significant impact on Catholic health services generally or on a large segment of CHA members;
3. The matter has national or multi-state precedential or educational value;
4. CHA financial participation is necessary to adequately represent the views of CHA members or provide special insight not otherwise available;
5. The values and purposes of the donee/grantee organization are consistent with those of CHA and its members;
6. Those requesting the expenditure have sought an adequate sum of funds from other sources and determined that those sources cannot meet the need;
7. The expenditure is no more than 5 percent of the total assets of the portion of CHA's Board-designated, long-term investment funds that has been designated for the purpose of making extraordinary expenditures;
8. The financial impact on the Association has been evaluated by the Finance Committee and not found to be detrimental to the Association's financial health;
9. The value or concern of the project at issue will have implications or effects on the Catholic health ministry;
10. The matter will not arouse undue controversy within the Church; and
11. The expenditure will not result in CHA exceeding its 501(h) lobbying expenditure limitations or in any other way threaten the not-for-profit, tax-exempt status of CHA.

1. Representative Membership Dues — Dues are assessed annually and are based on a single dues rate per $1,000 applicable to the expense base of each Representative Member determined in accordance with Appendix B. The term "expense base" shall mean the Representative Members' total operating expenses as shown in its most recent audited, consolidated financial statements, or the equivalent, prepared in accordance with generally accepted accounting principles, available to CHA prior to its assessment of dues each year.

   Sponsors: no dues assessed.
   

    

2. International Membership Annual Dues — $150 per organization, per year, indexed annually for the consumer price index (CPI), with dues increases implemented only when a cumulative increase is at least $10.

    

3. Affiliate Membership — Ten percent of the Representative Membership dues rate, calculated on the member entities' operating expenses (e.g., if the final Representative Membership rate is 23.36 cents per $1,000 of expenses, the Affiliate Membership rate would be .2336 cents per $1,000 of operating expenses). A minimum and maximum will be established, with the minimum equal to three times International Membership rates ($450) and the maximum equal