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Corporate Bylaws: When Was the Last Time You Looked Yours Over? Audio CD
   Recorded July 6, 2004

Faculty: Dan Mulholland & Susan Lapenta

The corporate fraud disasters of late have changed the way the public views corporate responsibility. Some states have moved to extend the Sarbanes-Oxley law to non-profit corporations. The IRS has announced that it will embark on a sweeping review of executive compensation practices in tax- exempt organizations. And the OIG has once again reiterated that the Board is ultimately going to be held responsible for the organization's corporate compliance program.

At the same time as legal and public scrutiny has been ratcheted up, hospital and health system Boards are faced with unique and daunting challenges, such as what to do about competition from physician-owned entities, how to recruit and hold on to top level talent, not only in the medical staff and management ranks, but also on the Board, and how to account for the way that the Board carries out its fiduciary duties relative to finances, quality and overall governance. These issues cannot be dealt with unless the Board has a sound framework for its actions.

That framework starts with a good set of corporate bylaws. The bylaws should provide a platform from which the Board can make decisions, exercise its oversight responsibilities, and deal with tough issues like conflicts of interest with confidence. Unfortunately, corporate bylaws have often been ignored until they cause trouble, usually by tripping the Board up with antiquated or constrictive language in a lawsuit or medical staff privileging dispute. It's time for hospitals to take their corporate bylaws out of the drawer of the CEO's executive assistant, shake the dust and cobwebs off of them, and bring them up to date for use in the 21st Century.

Dan Mulholland and Susan Lapenta can help you get started with a special audio CD where they discuss the following issues:

  • The basics of bylaws: what they are and why you have them
  • What corporate bylaws need to say about the medical staff
  • The application of Sarbanes-Oxley to non-profits and how it could affect your bylaws
  • Nomination of and qualifications for Board members
  • Conflicts of interest: the next generation
  • Exclusive contracts with physicians
  • Redefining the Board's role in credentialing, peer review, patient safety and quality matters
  • Selection of medical staff and Board leadership
  • When corporate bylaws and medical staff bylaws collide

Audio CD: $225

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With purchase, you will receive online access to
supplementary materials.

With purchase, you will receive online access to
supplementary materials.

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