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bylaws: coalition law

bylaws are the primary governing document of the healthcare coalition, whether or not it is an independent nonprofit corporation

Healthcare Coalition Governing Documents

Outside of federal and state laws and regulations and the corporate charter, if applicalble, the bylaws are the coalition's highest ranking governing document. Lower ranking governing documents cannot be in conflict with the bylaws and the bylaws cannot be in conflict with the charter.

healthcare coalition bylaws

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

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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.

common bylaws provisions

bylaws vary from basic to complex and are a living document expected to evolve with the coalition

The bylaws are a document that the coalition creates to govern itself. In thae case of a nonprofit coalition, they supplement existing statutory code regulating nonprofits in the state of operation. Bylaws typically contain:

  • Definitions of terms used throughout the document
  • Jurisdiction of the coalition
  • Management of the board of directors: responsibilities, number of directors and qualifications, election procedures, removal/resignation, and compensation
  • Meetings of the directors: date/time of annual or regular meetings, special meetings, notices and adjournment of meetings, quorum, and electronic participation
  • Offices such as president, secretary, and treasurer, or as required in your state
  • Management of the officers: appointment/election, removal/resignation, roles and responsibilities of each office
  • Meetings of the shareholders: date/time of annual meetings, special meetings, list of shareholders, notices and adjournment of meetings, quorum, voting, proxies, and electronic participation
  • Share certificates, transfer agents/registrar/ledger and record date, lost/destroyed certificates, book of records, inspection of records, filings, checks/drafts, execution of contracts, financial statements
  • Amendments to bylaws: bylaws are rules of the organization that supplement the rules already defined by the state corporations code



representation of a diverse membership with competing interest requires inclusiveness

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