Here's an overview of 13 years of governance experience from the New England Healthcare Exchange Network (NEHEN).
The current NEHEN is a non-profit corporation resulting from the merger of the previous NEHEN (LLC) and MA-SHARE (non-profit). NEHEN has applied for 501(c)(3) tax-exempt status. Predecessor NEHEN was owned by its members; MA-SHARE was owned by Massachusetts Health Data Consortium.
CSC has been the contracted "Program Manager" of NEHEN since its inception in 1998 and has never been an owner. CSC is responsible, however, for facilitating most governance activities. Boards were "combined" in an agreed model and NEHEN re-incorporated as a non-profit.
NEHEN governance has evolved over time and continues to evolve:
From its inception in 1998 (with 5 members) until early 2006, each new payer or provider member became an equal owner of the LLC with a seat on the board. The governance was summarized as "one member, one vote" during this period.
The Commonwealth of Mass. was given an ex officio seat despite state law or policy prohibiting the state from participating in ownership. In 2005, governance and board proceedings in particular had become unwieldy with 25+ members. More active members proposed creating task force to study NEHEN's business model and governance. Based on the recommendations of the task force, NEHEN changed to a representative 11-member board after a vote following the annual meeting in early 2006. The Commonwealth resigned its ex officio board seat in 2008 to avoid any potential conflicts of interest under Chapter 305. The board was reconstituted as described in the merger agreement with MA-SHARE.
Sub-board Advisory Committees were recommended in 2010 and are being instituted to increase stakeholder participation in developing board recommendations (previously developed by CSC with input from ad hoc task forces).
Over the life of NEHEN, key governance activities have included an annual planning process facilitated by CSC and an annual open meeting open to all members.
Key lessons learned have been open, transparent, multi-stakeholder meetings with a "one member one vote" democratic model to ensure all voices are equally heard. The success of NEHEN depended in building trusted governance and although the structure of the governance body has evolved, the trust of the community has remained constant.