The CHA Board of Trustees is responsible for overseeing the affairs of CHA and for setting its strategic direction. Members of the board (other than the President/CEO, who serves ex-officio) are elected to serve three-year terms and may be re-elected to serve second three-year terms. A board member is limited to serving two consecutive terms. Board members are nominated by a member-elected Nominating Committee and are elected by vote of the CHA Membership Assembly. Board officers, other than the president/CEO, also are nominated and elected through the same process. The CHA staff contact is Catherine A. Hurley, vice president, general counsel/compliance officer.

Listed below are the roles and responsibilities of the individual positions on the Board of Trustees.

1. Position Description: Board of Trustees

   ENSURES FIDELITY TO MISSION: The board. . .

   • Ensures that the values and culture of the ministry are incorporated in CHA by assessing strategic directions and resources dedicated to those objectives.
   • Evaluates the overall mission focus of CHA's activities.
   • Reviews projects to ensure they are consistent with CHA's mission and role.
   • Makes decisions that strengthen and support the Catholic health ministry in the United States.
   • Maintains liaison and confers with the United States Catholic Conference of Bishops in those matters pertaining to religious and moral practice.

   DEVELOPS STRATEGY: The board. . .

   • Reviews, discusses, and if necessary amends CHA's strategic directions and vision statements to ensure they remain current and relevant.
   • Approves comprehensive organizational strategic plans and assesses achievement through measurable objectives.
   • Communicates regularly with the president/CEO regarding board goals, priorities, expectations and concerns.
   • Sets and carries out board objectives

   STEWARDS RESOURCES: The board. . .

   • Approves financial policies, plans, programs and standards to ensure preservation and enhancement of the financial assets and resources of the organization.
   • Allocates resources appropriately to balance the strategic needs of the organization with the mission of CHA.
   • Provides direction to executive leadership to ensure mission, role and vision fulfillment.
   • Entrusts the daily operation of the organization to a board-selected president/CEO and the executive leadership team, and reviews his/her performance.

   POWERS AND AUTHORITY: The board. . .

   • Appoints all necessary agents and administrative officers.
   • Borrows money.
   • Purchases any property for the Association, real or personal.
   • Sells or leases any property of CHA.
   • Establishes and dissolves conferences, councils and committees and approves or disapproves acts of conferences, councils, committees and officers.
   • Performs other acts usual, necessary and incidental to the management of the affairs of CHA.
   • Holds at least four regular meetings per year provided by resolution.
   • Appoints president/CEO, assistant secretary, and assistant treasurer.
   • Appoints two at-large members of executive committee upon nomination by the chairperson of the board.
2. Position Description: Board Member

   ACTIVELY PARTICIPATES: The board member. . .

   • Embraces role of "ambassador" for the association, engaging regularly with members to enhance their understanding and participation in the association as well as soliciting their input.
   • Possesses the capacity and willingness to represent and provide leadership to areas of CHA interest and activity.
   • Exemplifies the basic qualities of excellence, integrity and moral character.
   • Prepares, attends, and participates in board and committee meetings.
     — Two consecutive absences without good cause (i.e., unexcused by chairperson) shall be considered resignation.
   • Deals fairly and appropriately with other board members and leadership staff.
   • Understands and respects the confidential character of information discussed at board and committee meetings.
   • Participates in outside educational opportunities to remain current on changing healthcare issues and trends affecting governance.
   • Has disclosed conflicts of interest in his/her service as a board member.
   • Participates in identifying individuals whose skills and knowledge may be useful to the organization as potential board members.
3. Position Description: Chairperson of the Board

   FACILITATES. . .

   • Reviews agendas and board meeting materials with the CEO prior to the board meeting.
   • Presides over and facilitates well-organized, timely, efficient, and productive board meetings.
   • Performs further duties as may be prescribed by the board.
   • Calls special meetings of the board.

   LEADS. . .

   • Guides the board in setting strategic directions and carrying them out.
   • Fosters an atmosphere of proactive responsibility.
   • Motivates the board members to be informed and prepared for meetings.
   • Sets an example and provides a positive professional image.
   • Chairs the executive committee.
   • Serves as the next speaker of the assembly.
   • Nominates two at-large board members to serve on executive committee.
   • Appoints members of board committees.

   LEARNS. . .

   • Is well informed on Catholic healthcare issues, the health industry and legislative trends.
   • Is well informed on management's progress on strategic directions.
   • Adheres to Bylaws and Administrative Regulations and initiates changes as necessary.

   OVERSEES. . .

   • Participates in a process of ongoing review of board member competencies.
   • Assures adequate orientation to new board members, and on-going educational opportunities for all board members.
   • Coordinates the review of CEO performance objectives against board established goals and guides the president/CEO.
4. Position Description: Vice Chairperson of the Board
   • Performs the duties of the chairperson in case of absence, sickness or disability.
   • Performs such duties as may be prescribed by the board.
   • Serves a one-year term as chairperson elect.
   • Serves ex-officio on Nominating Committee.
5. Position Description: Speaker of the Membership Assembly
   • Presides at all meetings of the membership assembly.
   • Serves as ex-officio chairperson of the Nominating Committee.
   • Performs such duties as may be prescribed by the board.
   • Serves one-year term.
6. Position Description: Secretary-Treasurer
   • Custodian of the corporate seal.
   • Serves as chair, finance committee.
   • Has authority to attest the execution of all duly authorized deeds or other instruments affecting the title to real estate and other documents.
   • Serves three-year term.
   • The chairperson of the board or the secretary-treasurer shall call special meetings of the board at the request of three trustees.
7. Position Description: Assistant Secretary
   • Exercises authority of the secretary-treasurer in the latter's absence, except as to financial matters.
   • Performs such duties as prescribed by the board.
8. Position Description: Assistant Treasurer
   • Performs such duties of the secretary-treasurer as the latter may designate and such further duties as prescribed by the board.
   • In the event of absence or disability of the secretary-treasurer, performs the duties of the secretary-treasurer as to financial matter.
9. Position Description: Participating Observer

   According to the bylaws, persons who are not members of the board may be invited by the board as consultants or participating observers to participate in regular board meetings and other events the board has identified.

   Each year, CHA invites certain prominent, national Catholic organizations to be represented at CHA board meetings through the presence of participating observers. These are organizations that would not otherwise be represented at CHA board meetings. The following organizations are currently represented by participating observers:

   • Catholic Charities
   • Catholic Health Association of Canada
   • Conference of Diocesan Coordinators of Health Affairs
   • Leadership Conference of Women Religious
   • United States Conference of Catholic Bishops

   Participating observers are considered an important component of CHA's strategy to be a communicating entity that facilitates dialogue within the ministry. They are expected to:

   • Relay pertinent discussions, actions or information to their respective organizations and others, while respecting the confidentiality of sensitive information learned in the course of their participation.
   • Provide the CHA board with a brief informational written or verbal report during each regular board meeting that would be helpful to supporting and strengthening the Catholic health ministry.

   Participating observers are invited to:

   • Attend the annual board planning retreat and the board's spring legislative workshop.
   • Serve on board and administrative committees.
   • Attend lunches, receptions, and dinners tied to each board meeting.
   • Participate in other events as may be identified during each year, including regional or national meetings, convocations, forums, focus groups, etc.

   Participating observers shall receive a copy of the board book and other informational materials between board meetings. Although observers may participate in board discussions, they may not vote nor attend executive sessions of the board.

10. Episcopal Liaison

    An episcopal liaison is appointed by the president of USCCB, upon nomination of the organization. In the case of the Catholic Health Association (CHA), the Executive Committee of the CHA board is the nominating body that recommends a candidate to the president of USCCB.

    The episcopal liaison from USCCB to CHA serves to strengthen the relationship between the two organizations by bringing the perspective of the bishops as a conference to CHA. CHA is hopeful that the episcopal liaison would be instrumental in expressing the needs of Catholic healthcare to bishops. In addition, CHA's bylaws provide that the Association shall maintain liaison and confer with USCCB in those matters pertaining to religious and moral practice.

    The episcopal liaison will receive a copy of the board book and all other informational materials between board meetings. The liaison is expected to sit at the board table and participate without vote in all discussions, but will not be expected to participate in executive sessions of the board unless invited to do so.

    The episcopal liaison will be invited to:

    • Attend five board meetings, including lunches, receptions and dinners
    • Attend the annual board planning retreat and the board's spring legislative workshop
    • Participate in other events as may be identified during each year, including regional or national meetings, convocations, forums, focus groups, etc.