Acts as a special advisor to the board, providing guidance on hospital nonprofit governance best practices, identification, discussion and resolution of key issues, duties of directors, California legal requirements relating to conflicts of interest, and proper meeting protocols.  Serves as a resource to management on hospital governance best practices.  Acts as Hoag’s liaison to the Governance Institute and/or similar associations and with counsel to the board, as requested.   Responsible for the provision of effective administrative support systems to plan, organize, document and record the activities of the Board of Directors and Corporate Members. Maintains corporate records for the Board of Directors, Committees of the Board, and certain of Hoag’s Affiliates.

Essential Functions

General Duties and Activities

• Provide governance expertise in developing and implementing Board policies and procedures and processes
• Advise management of actions and decisions which relate to operational and planning issues that involve them, acts as a liaison between the Board and Management to identify follow-up items and assure appropriate actions is taken
• Maintain a working knowledge of regulations and laws that may impact the Board or of which they should be aware of, working with legal counsel as appropriate.
• Maintain and disseminate a calendar of meetings and events of interest to Board members.
•  Assure that the Governance Manual's contents are current and that any revisions are distributed to Board, Medical Staff and Management members as appropriate. Maintains a governance resource Library of published material pertinent to boards.
• Develop and maintain the Board's budget, processing expenses and disbursing funds as authorized. Assist in the annual budget preparation process
• Coordinate the board self-assessment process and any related activities
• Maintain knowledge of internal hospital events and policies and of external and governance matters through attendance at relevant meetings and conferences
• Perform special projects and other duties as requested.

Board and Committee Meetings

• Preparation: Assure that proper notice is given on logistics of meetings to Board and committee members. Assist the CEO and Board Chair in preparation of agendas and meeting packets; ensure that appropriate agenda items are presented for discussion and action by the appropriate entity. Assure that all participants are fully briefed on all material prior to meetings.
• Minutes: Ensure accurate minutes of meetings are recorded and distributed on a timely basis. Present draft minutes for review and approval by the appropriate individuals, including legal counsel as required.
• Packets: Accumulate and edit as necessary. Deliver packets to meeting attendees via email, web portal or surface mail in a timely manner.

Records

• Maintain current records of the Board, its committees and the Corporate Members, including but not limited to minutes, rosters, Articles of Incorporation, bylaws, board policies, education and orientation material for new board and committee members.
• Maintain and provide current input to the Board Portal including such information as rosters, Board calendar, presentations, news-worthy events and awards, educational opportunities, Board member profiles and meeting materials as appropriate. Conduct surveys as needed.
• Maintain a current record of affiliates and their governing documents and governing body membership, and review composition of affiliated governing bodies with the Governance Committee at least annually.

Bylaws & Policies

• Maintain the Corporate Bylaws and the policies of the Board as well as assure that they are relevant and current.
• Assure that the bylaws of all Hoag wholly owned affiliates are reviewed by the hospital Board at least annually and approved whenever they are amended; and assure that they are consistent with the Corporate Bylaws and Board policies.

Training and Development

• Ensure comprehensive education is provided to all new Board members and ongoing education opportunities to continuing Board members.
• Conduct the governance portion of the Board orientation.

Corporate Members

• Support the activities of the Corporate Members and help to foster collegial relationships between the Board and the Association of Presbyterian Members and the George Hoag Family Foundation, as well as those who staff those organizations.
• Assist the Governance Committee in facilitating the nominating process to fill a vacancy on the Board or re-nominate sitting Board members.

Education, Training and Experience

Required:

• Bachelor’s degree.
• Minimum of 5 years’ experience in at least two of the following areas: corporate law, board support, nonprofit governance, drafting and maintenance of corporate records and corporate governing documents.
• Health Care experience.

Preferred:  

• Post graduate law degree or Master’s in Business or Public Health.

Skills or Other Qualifications

Required:

• Strong working knowledge of governance-related matters including the California Nonprofit Public Benefit Corporation Law, corporate record maintenance, and common meeting/parliamentary protocols.
• Familiarity with tax-exempt organization concepts and key distinctions between for-profit and nonprofit entities.
• Excellent interpersonal, communication and writing skills.
• Must be able to handle confidential materials and discussions, to relate in a politically savvy, mature and tactful manner with Board and committee members, community leaders, physicians, volunteers and employees.
• Proficiency in Word, Outlook, PowerPoint and Excel.

Preferred: 

• Knowledge of basic requirements for tax-exempt corporations.
• Knowledge of Board governance software/hosting services such as Director’s Desk.

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