GOVERNANCE ISSUE	Indiana Health Information Exchange	Massachusetts SHARE	North Carolina Healthcare Information and Communications Alliance
General membership	None	MA-SHARE is established by the MA Health Data Consortium (existent since late 1970s); Consortium members categories: · Hospital organizations (hosp. assoc.) · Physician orgs (Med Society) · Insurance orgs (2 assns. and BC/BS) · Government orgs (MA HHS, worker comp, insurance commission) · Prof Health care orgs (VNA, PRO, comm. health center assn) · Business/purchaser orgs · Labor orgs · Consumer/Public Interest orgs · Supporting members · At-large individuals · SHARE (HIE) Advisory Committee · Board chair · CIO forum chair · 3 hospital reps · 3 health plan reps · 3 physician reps · 3 state govt reps · 3 other health orgs · Employer rep · Academia rep · Tech assoc. rep · State Legislator · Consumer rep	A long-lived, multi-functional organization with many projects predating health info exchange. Member classes: · Provider · Corporate (for-profit) · Public agency · Other 501c3 · Individual Members may be removed by Board of Directors for cause. Membership non-transferable or assignable. Member voting is in groups; if a quorum (10%) of a group is present; the group supports actions when the number of approving votes exceeds opposing
Board of Directors	Appointed Directors: City, County HD State health dept. State U Med School Riegenstrief Inst. Hospitals/Integr. Health Systems (5) Med Society Employer group Community Directors: “At large” Elected by Appointed Directors	Seats as follows: 1 hospital orgs 1 physician orgs 3 insurance orgs 3 government orgs 4 professional health care orgs 3 business/purchaser orgs 1 labor org 2 consumer/public interest orgs 1 supporting member orgs 2 at-large individuals (Appears to constitute total membership as of some point in time. Total members in class share a equal proportion of seats for that class; adding more members means partial-votes.) Slate determined by nominating committee and approved by 1 year terms. At-large and public consumer maximum of 3 terms except by 2/3 board vote to override. Removal without cause by 2/3 Board vote	Elected at annual meeting of members. 36 4 appointed by Governor 5 appointed by Founding Medical Center members (1 each) 1 by state health and human services dept. 1 by “Standing Advisory Committee” 21 in three term-staggered “classes”: those 7 candidates receiving the most votes at annual meeting (members may only cast one vote per candidate). Governors’ and class directors may be removed by Board with our without cause Terms: 3 years rotating for classes; others serve at pleasure of appointing organizations
Decisions	· “Directly addressing functionality or implementation of clinical messaging project: majority of Hospital Appointed Directors · Others: majority except 2/3 for major organizational change, hire CEO, budget approval or transaction over $100,000	· ¾ of members for bylaws change · 4/5 of members for changes to member categories · Majority of eligible members for most matters	For actions affecting one or more specific class of members differently from other members, that class may vote as a class. 10% of class members represents a quorum for a class vote. For changes of bylaws or articles of incorporation, two/thirds of class voters present (or a majority of all entitled voting class members) must affirm.
Quorum	2/3 of directors	· Membership: 2/3 · Board 2/3 · Committee: ½ · Some items require fraction of total eligible voters	Membership meetings: 10% of members (1/3 to vote on items not on agenda). Same applies to actions requiring voting by specific classes Directors: 1/2
Participation by phone or video	Permitted	Not specified	Permitted
Action by written consent	Permitted	Permitted	Permitted
Officers	Chair, Vice Chair, Secretary/Treasurer; (A CEO/President is hired by the Board)	President/chair Vice president Clerk Treasurerr CEO (employed by president o behalf of board) SHARE committee: chaired by Board chair	Chair, President (CEO), 1^st Vice President (president-elect), 2^nd Vice President (1^st vice-president-elect), Secretary, Treasurer, Asst. Secretary, Asst. Treasurer. Assistants need not be directors.
Officer terms	3 years or as prescribed by directors; removal by majority without cause	Annual, no term limits; removal by 2/3 of entire board without cause	1 year; removal by board with or without cause
Committees	· Executive: Officers, one other director, & CEO/chair is ex officio; acts on behalf of board between meetings. · Others established as board desires	· Executive Committee includes 5 board members (4 officers are board members) · Standing committees include only directors · Ad hoc committees by Board can include non-members · SHARE committee has an executive subcommittee selected by board chair (except if by resolution of Committee or Board) · Other subcommittees may be established including non SHARE committee members; may be attended by any committee member or Director Consortium includes Subject Matter Forums: · CIO forum · Privacy officers forum · Operations forum · Security officers forum · Data managers and users forum · Webmasters group · Standards committee Project advisory groups established as needed. A Project Managers Council is chaired by a Manager of Project Integration to coordinate efforts.	· Executive: Immediate-past-president, President, Vice President, Secretary, Treasurer automatically become members; may also include Chair of Standing Advisory committee, Chair of Management Committee, a Founding Medical Center Member (nominated by peers) or Corporate member (nominated by peers). · Standing Advisory Committee: except for chair, consists of non-directors nominated by President and approved by Board. All non-administrative actions by Board must be approved by the Standing Advisory Committee; such veto may be overridden by 2/3 vote of Board. SAC members may attend but (except chair) not vote at Board meetings. · A Management Committee is mentioned as above but not further delineated. · Other committees as established by board
CEO/staff	President or CEO hired by directors
Dues	Not specified if they exist	Annual dues covering cost of membership and core services; also fees for data services in addition to core. Set by ¾ board vote and prorated by half-year. Special assessments are permited on any class of member by a 2/3 vote of members (not Board)	Set by Board; may resolve that dues are zero for a particular member. No assessments; liability limited to dues and contractual obligations of each member.
Conflict of interest		Decisions involving committee, board, staff, trustees or officers allowed if · Informed approval by majority of disinterested members · Material facts regarding the relationship are known to voters · Contract or transaction is fair in fact · Not otherwise illegal · Interested members may be counted toward meeting quorum	Directors must act in accordance with North Carolina non-profit organization law
Compensation		Board: none except reimbursement of expenses