Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
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| FORM 990, PART VI, SECTION A, LINE 1 | THE MEMBERS OF THE EXECUTIVE COMMITTEE SHALL BE DESIGNATED FROM TIME TO TIME BY THE BOARD OF DIRECTORS. THE CHAIR OF THE CORPORATION SHALL PRESIDE AT MEETINGS OF THE EXECUTIVE COMMITEE. THE EXECUTIVE COMMITTEE HAS FULL AUTHORITY TO ACT ON BEHALF OF THE BOARD. |
| FORM 990, PART VI, SECTION A, LINE 4 | AMENDMENTS TO THE BYLAWS WERE MADE IN MAY 2019. |
| FORM 990, PART VI, SECTION A, LINE 6 | THE MEMBERSHIP OF THE CORPORATION MAY CONSIST OF FULL MEMBERS, ASSOCIATE II MEMBERS, AND NEW ASSOCIATE MEMBERS AND SHALL BE LIMITED TO OPERATING HEALTH MAINTENANCE ORGANIZATIONS ("HMOS") HOLDING A VALID LICENSE UNDER CHAPTER 62D OF MINNESOTA STATUTES, INSURANCE COMPANIES HOLDING A VALID LICENSE UNDER CHAPTER 60A OF MINNESOTA STATUTES TO OFFER, SELL OR ISSUE A POLICY OF ACCIDENT AND SICKNESS INSURANCE AND NONPROFIT HEALTH SERVICE PLAN CORPORATION HOLDING A VALID LICENSE UNDER CHAPTER 62C OF MINNESOTA STATUTES PROVIDED THAT SUCH HMO, INSURANCE COMPANY OR NONPROFIT HEALTH SERVICE PLAN CORPORATION (I) IS A NONPROFIT ORGANIZATION OR NONPROFIT CORPORATION GOVERNED BY CHAPTER 317A OF MINNESOTA STATUTES AS A DOMESTIC NONPROFIT ORGANIZATION OR NONPROFIT CORPORATION OR AS A FOREIGN NONPROFIT ORGANIZATION OR NONPROFIT CORPORATION FORMED UNDER THE LAWS OF STATE OTHER THAN MINNESOTA (II) HAS, AS ITS ULTIMATE CONTROLLING PARENT ORGANIZATION, A NONPROFIT ORGANIZATION OR NONPROFIT CORPORATION GOVERNED BY CHAPTER 317A OF MINNESOTA STATUTES AS A DOMESTIC NONPROFIT ORGANIZATION OR NONPROFIT CORPORATION OR AS A FOREIGN NONPROFIT ORGANIZATION OR NONPROFIT CORPORATION FORMED UNDER THE LAWS OF STATE OTHER THAN MINNESOTA; OR (III) IS A LOCAL GOVERNMENTAL UNIT DESCRIBED IN CHAPTER 383B OF MINNESOTA STATUTES. IF TWO OR MORE HMOS, INSURANCE COMPANIES, NONPROFIT HEALTH SERVICE PLAN CORPORATIONS OR ANY COMBINATION THEREOF ARE UNDER COMMON CONTROL, THE ORGANIZATIONS UNDER SUCH COMMON CONTROL SHALL BE DEEMED TO BE A SINGLE MEMBER. FOR PURPOSES OF THESE BYLAWS, THE TERM "COMMON CONTROL" MEANS CONTROL THROUGH A PARENT SUBSIDIARY RELATIONSHIP, BROTHER SISTER CORPORATION, OR OTHER SIMILAR RELATIONSHIP. FOR PURPOSES OF THESE BYLAWS, THE TERM "MEMBER" MEANS A FULL MEMBER, ASSOCIATE II MEMBER, OR NEW ASSOCIATE MEMBER. |
| FORM 990, PART VI, SECTION A, LINE 7A | EACH CLASS OF MEMBER, EXCEPT FOR NEW ASSOCIATE MEMBERS AND ASSOCIATE II MEMBERS, SHALL BE ENTITLED TO ONE (1) EQUAL VOTE IN ALL MATTERS THAT COME BEFORE THE MEMBERS. EACH CLASS OF FULL MEMBER MAY ELECT UP TO THREE (3) PERSONS TO THE BOARD OF DIRECTORS OF THE CORPORATION, PROVIDED, HOWEVER, THAT ONLY ONE DIRECTOR OF EACH CLASS OF FULL MEMBERS SHALL BE AUTHORIZED TO VOTE ON ANY ONE MATTER COMING BEFORE THE BOARD OF DIRECTORS. EACH CLASS OF NEW ASSOCIATE MEMBER MAY ELECT ONE (1) PERSON TO THE BOARD OF DIRECTORS OF THE CORPORATION, PROVIDED, HOWEVER, THAT DIRECTORS OF EACH CLASS OF NEW ASSOCIATE MEMBER SHALL BE PRECLUDED FROM VOTING ON ANY MATTER COMING BEFORE THE BOARD OF DIRECTORS. MEMBERS SHALL NOT VOLUNTARILY OR INVOLUNTARILY TRANSFER ANY RIGHTS ARISING OUT OF MEMBERSHIP IN THE CORPORATION. MEMBERS SHALL HAVE NO RIGHTS, TITLE TO, OR INTEREST IN THE PROPERTY, FUNDS OR ASSETS OF THE CORPORATION. |
| FORM 990, PART VI, SECTION B, LINE 11B | THE BOARD TREASURER CONDUCTS A THOROUGH REVIEW OF THE DRAFT FORM 990. ONCE THE TREASURER HAS REVIEWED THE DRAFT, AND EMAIL IS SENT TO THE BOARD GIVING THEM NOTICE THAT THE FORM 990 IS AVAILABLE FOR REVIEW BY A CERTAIN DEADLINE, AFTER WHICH DEADLINE IT WILL BE MAILED IN TO THE IRS. IT IS AVAILABLE FOR REVIEW BY THE BOARD UP UNTIL THAT DEADLINE. |
| FORM 990, PART VI, SECTION B, LINE 12C | AN INTERESTED PERSON MUST DISCLOSE THE EXISTENCE AND NATURE OF ANY FINANCIAL INTEREST OF WHICH HE OR SHE IS AWARE. SUCH DISCLOSURE SHOULD BE MADE IN THE ANNUAL CONFLICT OF INTEREST DISCLOSURE STATEMENT DESCRIBED BELOW. THE PRESIDENT/CEO WILL ENSURE THAT THERE IS A SYSTEM IN PLACE TO DISTRIBUTE A CONFLICT OF INTEREST QUESTIONNAIRE TO ALL INTERESTED PERSONS AT LEAST ANNUALLY. EACH BOARD MEMBER, PRESIDENT/CEO, AND MEMBER OF A COMMITTEE WITH GOVERNING BOARD DELEGATED POWERS SHALL ANNUALLY SIGN A STATEMENT THAT AFFIRMS SUCH PERSON: A. HAS RECEIVED A COPY OF THE CONFLICTS OF INTEREST POLICY; B. HAS READ AND UNDERSTANDS THE POLICY; C. HAS AGREED TO COMPLY WITH THE POLICY; D. UNDERSTANDS THAT MINNESOTA COUNCIL OF HEALTH PLANS IS A TAX-EXEMPT ORGANIZATION AND THAT IN ORDER TO MAINTAIN FEDERAL TAX EXEMPTION MUST ENGAGE PRIMARILY IN ACTIVITIES WHICH ACCOMPLISH ONE OR MORE TAX-EXEMPT PURPOSES; AND E. HAS DISCLOSED ALL POTENTIAL CONFLICTS OF INTEREST IN HIS/HER ANSWERS TO THE QUESTIONNAIRE. THE PRESIDENT/CEO AND BOARD CHAIR SHALL REVIEW ALL COMPLETED QUESTIONNAIRES, SUMMARIZE THEIR FINDINGS, AND SUBMIT A REPORT TO THE GOVERNANCE AND NOMINATING COMMITTEE. THE REPORT WILL IDENTIFY THE POTENTIAL CONFLICTS DISCLOSED BY INTERESTED PERSON AND RECOMMEND ONE OF THE FOLLOWING WITH RESPECT TO EACH INTERESTED PERSON: A. THE DISCLOSED CONFLICTS ARE TOO PERVASIVE TO ALLOW MEANINGFUL PARTICIPATION AND THE INTERESTED PERSON SHOULD RESIGN; B. THE CHAIR SHOULD BE AWARE OF, AND MONITOR, THE POTENTIAL CONFLICT OF INTEREST THROUGHOUT THE YEAR; OR C. NO CURRENT POTENTIAL CONFLICTS WERE REPORTED. ON A CONTINUOUS BASIS, THE CHAIR AND PRESIDENT/CEO WILL REVIEW UPCOMING AGENDAS OF MEETINGS OF THE BOARD AND ITS COMMITTEES WITH BOARD DELEGATED POWERS. IF A DISCLOSED CONFLICT OF INTEREST IMPACTS AN AGENDA ITEM, THE CHAIR, WILL DETERMINE ONE OF THE FOLLOWING APPROACHES PRIOR TO THE MEETING AND ADVISE THE PERSON WITH THE POTENTIAL CONFLICT WHICH OF THE FOLLOWING PROCESSES WILL BE IMPLEMENTED: A. HE/SHE SHOULD NOT RECEIVE ANY INFORMATION ON THE MATTER, AND SHOULD BE EXCLUDED FROM ALL DISCUSSION AND THE VOTE; B. HE/SHE MAY RECEIVE INFORMATION ON THE MATTER BUT SHOULD BE EXCLUDED FROM ALL DISCUSSIONS AND THE VOTE; OR C. HE/SHE MAY RECEIVE INFORMATION ON THE MATTER, PARTICIPATE IN DISCUSSION AND ONLY BE EXCLUDED FROM THE VOTE. 4.PROCEDURES FOR ADDRESSING THE CONFLICT OF INTEREST IF A POTENTIAL CONFLICT OF INTEREST IS IDENTIFIED RELATIVE TO A TRANSACTION OR ARRANGEMENT, A. THE CHAIR OF THE BOARD OR COMMITTEE SHALL, IF APPROPRIATE, APPOINT A DISINTERESTED PERSON OR COMMITTEE TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT. B. AFTER EXERCISING DUE DILIGENCE, THE BOARD OR COMMITTEE SHALL DETERMINE WHETHER MCHP CAN OBTAIN WITH REASONABLE EFFORTS A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT FROM A PERSON OR ENTITY THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST. IF A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT IS NOT REASONABLY POSSIBLE UNDER CIRCUMSTANCES NOT PRODUCING A CONFLICT OF INTEREST, THE BOARD OR COMMITTEE SHALL DETERMINE BY A MAJORITY VOTE OF THE DISINTERESTED DIRECTORS WHETHER THE TRANSACTION OR ARRANGEMENT IS IN MCHPS BEST INTEREST, FOR ITS OWN BENEFIT, AND WHETHER IT IS FAIR AND REASONABLE. IN CONFORMITY WITH THE ABOVE DETERMINATION, IT SHALL MAKE ITS DECISION AS TO WHETHER TO ENTER INTO THE TRANSACTION OR ARRANGEMENT. IF THE BOARD OR COMMITTEE HAS A REASONABLE CAUSE TO BELIEVE AN INTERESTED PERSON HAS FAILED TO DISCLOSE ACTUAL OR POSSIBLE CONFLICTS OF INTEREST, IT SHALL INFORM THE INTERESTED PERSON OF THE BASIS FOR SUCH BELIEF AND GIVE THE INTERESTED PERSON AN OPPORTUNITY TO EXPLAIN THE ALLEGED FAILURE TO DISCLOSE. IF AFTER HEARING THE INTERESTED PERSONS RESPONSE AND AFTER MAKING FURTHER INVESTIGATION AS WARRANTED BY THE CIRCUMSTANCES, THE BOARD OR COMMITTEE DETERMINES THE INTERESTED PERSON HAS FAILED TO DISCLOSE AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, IT SHALL TAKE APPROPRIATE DISCIPLINARY AND CORRECTIVE ACTION. THE MINUTES OF THE BOARD AND ALL COMMITTEES WITH BOARD DELEGATED POWERS SHALL CONTAIN: A. THE NAMES OF THE INTERESTED PERSONS WHO DISCLOSED OR OTHERWISE WERE FOUND TO HAVE A FINANCIAL INTEREST IN CONNECTION WITH AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, THE NATURE OF THE FINANCIAL INTEREST, ANY ACTION TAKEN TO DETERMINE WHETHER A CONFLICT OF INTEREST WAS PRESENT AND THE BOARDS OR COMMITTEES DECISION AS TO WHETHER A CONFLICT OF INTEREST IN FACT EXISTED. B. THE NAMES OF THE PERSONS WHO WERE PRESENT FOR DISCUSSIONS AND VOTES RELATING TO THE TRANSACTION OR ARRANGEMENT, THE CONTENT OF THE DISCUSSION, INCLUDING ANY VOTES TAKEN IN CONNECTION WITH THE PROCEEDINGS. A VOTING MEMBER OF THE BOARD WHO RECEIVES COMPENSATION, DIRECTLY OR INDIRECTLY, FROM MCHP FOR SERVICES IS PRECLUDED FROM VOTING ON MATTERS PERTAINING TO THAT MEMBERS COMPENSATION. A VOTING MEMBER OF ANY COMMITTEE WHOSE JURISDICTION INCLUDES COMPENSATION MATTERS AND WHO RECEIVES COMPENSATION, DIRECTLY OR INDIRECTLY, FROM MINNESOTA COUNCIL OF HEALTH PLANS FOR SERVICES IS PRECLUDED FROM VOTING ON MATTERS PERTAINING TO THAT MEMBERS COMPENSATION. NO VOTING MEMBER OF THE BOARD OR ANY COMMITTEE WHOSE JURISDICTION INCLUDES COMPENSATION MATTERS AND WHO RECEIVES COMPENSATION, DIRECTLY OR INDIRECTLY, FROM MINNESOTA COUNCIL OF HEALTH PLANS, EITHER INDIVIDUALLY OR COLLECTIVELY, IS PROHIBITED FROM PROVIDING INFORMATION TO ANY COMMITTEE REGARDING COMPENSATION. |
| FORM 990, PART VI, SECTION B, LINE 15 | THE GOVERNANCE AND NOMINATIONS COMMITTEE CONDUCTS A 360 REVIEW ANNUALLY AND REPORTS RESULTS TO THE BOARD CHAIR & CHAIR ELECT WHO THEN PRODUCE A PERFORMANCE REVIEW USING THE 360 REVIEW AND OTHER RESULTS. IN ADDITION THE GOVERNANCE AND NOMINATIONS COMMITTEE CALLS FOR PERIODIC COMPENSATION SURVEYS FOR ALL STAFF AS THE MARKET DICTATES AND IT DEEMS APPROPRIATE. THE LAST MARKET REVIEWS WERE DONE IN 2018 FOR STAFF AND 2019 FOR KEY OFFICERS AND EMPLOYEES. |
| FORM 990, PART VI, SECTION C, LINE 19 | THE ORGANIZATION DOES NOT MAKE ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY OR FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC. |
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