Adopted: [Date]
Amended: [Date]
These Bylaws govern [Local Name] Keepwell Health Union (the “Union”), a nonprofit health cooperative chartered under the Mother Keepwell Charter and operating as an independent member of the Keepwell Health Union Federation.
The Union exists to steward the health of its members through direct primary care, mental health services, and care coordination. The Union operates under a fiduciary standard, placing the wellbeing of members above all other interests.
Mother Keepwell serves as the symbolic standard by which all decisions are judged: Would a reasonable steward, acting solely for the long-term wellbeing of members, approve of this action?
The name of this organization shall be [Local Name] Keepwell Health Union, a chartered member of the Keepwell Health Union Federation.
The Union is organized and shall operate exclusively for charitable, educational, and healthcare purposes within the meaning of Section 501(c)(3) or 501(c)(4) of the Internal Revenue Code.
The specific purposes are: 1. To provide comprehensive primary care, mental health services, and care coordination to members 2. To act as a fiduciary on behalf of members in all healthcare-related matters 3. To maintain a sustainable, mission-aligned healthcare delivery system 4. To participate in the Keepwell Health Union Federation through shared learning and mutual support
The Union operates on a membership basis, not an insurance model. Membership confers access to care, advocacy, and stewardship. The Union does not function as a health insurance company and maintains external reinsurance for catastrophic coverage.
The following principles are foundational and non-negotiable. They cannot be amended, waived, or suspended under any circumstances:
The Union’s primary obligation is to act in the best interest of its members. All decisions—clinical, operational, financial, and strategic—must prioritize member wellbeing over institutional convenience, leadership benefit, or external stakeholder interest.
No part of the Union’s net earnings shall inure to the benefit of, or be distributable to, any private individual, trustee, director, officer, employee, or any other private person except: 1. Reasonable compensation for services rendered 2. Reimbursement of expenses incurred on behalf of the Union
Surplus revenues must be retained as reserves or reinvested in care delivery, infrastructure, or member benefit.
The Union may not be sold, converted to for-profit status, restructured to allow private ownership, or dissolved in a manner that would transfer assets to private individuals or for-profit entities. Upon dissolution, all assets shall be distributed to another chartered Keepwell union, a nonprofit organization with similar purposes, or as required by law.
Leadership compensation must be substantially tied to measurable member health outcomes, member satisfaction, care team sustainability, and financial stewardship. Revenue growth, profit margins, and cost containment alone may not serve as primary compensation drivers.
Members have the right to access information about governance decisions, financial performance, leadership compensation, and health outcomes. Opacity and secrecy are incompatible with fiduciary responsibility.
The Union operates under the Mother Keepwell Charter as issued by the Chartering Council. Charter standards are binding. Failure to comply may result in probation or charter revocation.
Mother Keepwell serves as the symbolic moral anchor for all decision-making. She is not a person, mascot, or authority figure. She represents the question: Would a reasonable steward acting solely for member wellbeing approve of this action?
Membership is open to individuals and families who: 1. Reside or work within the Union’s service area 2. Pay required membership fees 3. Agree to participate actively in their health and care planning
Members have the right to: 1. Access comprehensive primary care without visit limits, copays, or prior authorization 2. Access integrated mental health services 3. Care coordination and navigation support 4. Transparent pricing and predictable costs 5. Fiduciary advocacy in all healthcare matters 6. Representation in governance through elected member representatives 7. Access to Union governance documents, financial reports, and outcome data 8. Participate in member meetings and vote on matters reserved for membership
Members are expected to: 1. Pay membership fees on time 2. Engage proactively with their health and care team 3. Follow through on agreed care plans 4. Participate as active partners in decision-making 5. Respect staff, clinicians, and other members
Membership may be terminated: 1. Voluntarily by the member with 30 days’ notice 2. For non-payment of fees after 60 days’ notice and opportunity to cure 3. For conduct that threatens the safety of staff, clinicians, or other members 4. Upon the member’s death or departure from the service area
Termination decisions (except voluntary withdrawal) may be appealed to the Board.
The Union shall be governed by a Board of Directors consisting of 7 to 11 members.
The Board shall include:
Clinician Representatives (minimum 25% of board seats): - Actively practicing clinicians employed by or contracted with the Union - Elected by clinician staff for 3-year terms
Member Representatives (minimum 25% of board seats): - Current members of the Union in good standing - Elected by membership for 3-year terms
Community Representatives: - Individuals with expertise in nonprofit governance, healthcare policy, cooperative structures, finance, or community health - May not have conflicts of interest with for-profit healthcare entities - Appointed by existing Board for 3-year staggered terms
The Board has authority over: 1. Hiring and terminating the Executive Director 2. Approving annual budgets 3. Setting membership fees and compensation structures 4. Establishing operational policies consistent with the Charter 5. Ensuring compliance with Charter standards 6. Representing the Union to the Chartering Council 7. Approving significant contracts, partnerships, and facility decisions
Directors must disclose any actual or potential conflicts of interest. Directors with conflicts on specific matters must recuse themselves from discussion and voting on those matters.
No director may: - Have ownership interest in entities that contract with the Union - Receive compensation beyond reasonable director fees and expense reimbursement - Use their position for personal financial gain
The officers of the Union shall be: - Board Chair - Vice Chair - Secretary - Treasurer
Officers shall be elected by the Board from among its members and serve 2-year terms.
The Chair presides over Board meetings, represents the Board to the Executive Director, and ensures the Board fulfills its governance responsibilities. The Chair may not serve simultaneously as Executive Director.
The Vice Chair assumes the Chair’s duties in their absence and assists with Board leadership.
The Secretary ensures accurate minutes are kept, maintains governance documents, and manages Board records.
The Treasurer oversees financial reporting, ensures audit compliance, chairs the Finance Committee, and presents financial reports to the Board.
The Board shall appoint an Executive Director to manage day-to-day operations. The Executive Director serves at the pleasure of the Board.
The Executive Director is responsible for: 1. Implementing Board policies and decisions 2. Managing staff and operations 3. Ensuring quality of care 4. Financial management within Board-approved budgets 5. Reporting to the Board on performance, outcomes, and challenges 6. Representing the Union to members, employers, and external partners
Executive Director compensation must comply with Article VII (Outcome-Linked Compensation). Base compensation must be reasonable and appropriate for the role. A significant portion (20-40%) must be variable and tied to measurable outcomes.
This Article applies to: - Executive Director - Senior leadership (defined as directors and above) - Any role with authority over clinical care delivery, operations, or financial decisions affecting member wellbeing
Leadership compensation shall consist of:
Base Compensation (60-80%): - Fixed salary appropriate to role, market, and experience - Adjusted annually based on cost of living and role changes
Variable Compensation (20-40%): - Tied to measurable outcomes across four domains: - Health outcomes (40% of variable) - Member experience (30% of variable) - Care team sustainability (20% of variable) - Financial stewardship (10% of variable)
Health outcome metrics include: - Chronic disease control rates (diabetes, hypertension, etc.) - Preventive care completion rates (screenings, vaccinations) - Hospital admission rates for preventable conditions - Emergency department utilization for non-emergent conditions - Mental health access and outcome indicators
Metrics must be risk-adjusted for member population health status.
Member experience metrics include: - Member satisfaction surveys - Net Promoter Score (likelihood to recommend) - Access to care (appointment availability, wait times) - Complaint and grievance resolution rates and timelines
Care team metrics include: - Clinician and staff retention rates - Staff burnout assessments - Recruitment success and time-to-fill vacancies - Workload indicators (panel sizes, appointment lengths, administrative burden)
Financial stewardship metrics include: - Reserve adequacy (minimum 3-6 months operating expenses) - Cost per member per year (contextualized by member health complexity) - Reinvestment rate (percentage of surplus returned to care delivery) - Sustainable growth without mission drift
When variable compensation is withheld due to poor outcomes, those funds are automatically allocated to address the performance shortfall. This is closed-loop reinvestment: poor performance generates resources to repair the system.
The Board shall establish the following standing committees: - Finance Committee - Quality and Clinical Care Committee - Member Experience Committee - Governance and Nominations Committee
Oversees financial planning, budgeting, audit, and reserves. Chaired by the Treasurer. Must include at least one clinician representative.
Monitors care quality, clinician support, and outcome metrics. Must include majority clinician representation. Reviews clinical protocols and staff wellbeing.
Addresses member satisfaction, access, communications, and grievances. Must include member representatives. Serves as member advocacy body.
Manages Board recruitment, orientation, evaluation, and succession planning. Ensures compliance with Charter and Bylaws. Prepares nominations for Board elections.
The Board may create additional committees as needed.
The fiscal year shall be determined by the Board and documented in Board minutes.
The Union shall maintain operating reserves equal to 3-6 months of operating expenses. Reserves may only be used for: - Operational sustainability during revenue shortfalls - Strategic investments in care delivery infrastructure - Emergency repairs or unexpected circumstances - As approved by two-thirds Board vote
Operating surplus (revenues exceeding expenses) must be: - Retained as reserves (if reserves are below requirement) - Reinvested in care delivery, staff compensation, or member benefit - Never distributed as profit to private individuals
The Union shall undergo an annual independent financial audit. Audit results must be: - Presented to the Board - Made available to members - Submitted to the Chartering Council - Published in summary form
The Board approves annual budgets. The Executive Director may authorize expenditures within approved budgets. Expenditures exceeding 10% of any budget line item or $25,000 (whichever is less) require Board approval.
The Union shall maintain appropriate reinsurance or catastrophic coverage to protect against high-cost individual cases and aggregate cost overruns. Coverage levels shall be reviewed annually.
Members have the right to access: - Current Bylaws and Charter - Board meeting minutes (excluding confidential personnel and legal matters) - Annual financial reports and audits - Health outcome data and member satisfaction metrics - Leadership compensation structures (not individual salaries)
The Union shall publish an annual report including: - Health outcome metrics - Member satisfaction scores - Financial performance summary - Care team sustainability indicators - Strategic initiatives and challenges - Comparison to prior years and Charter standards
The Union shall report to the Chartering Council: - Quarterly outcome metrics - Annual financial audits - Governance changes (Board composition, Bylaws amendments) - Significant operational changes - Any circumstances affecting Charter compliance
These Bylaws are subordinate to the Mother Keepwell Charter. In any conflict between Bylaws and Charter, the Charter prevails.
The Union shall maintain good standing with the Chartering Council by: - Meeting all Charter standards - Submitting required reports on time - Participating in federation learning and mutual support - Responding promptly to Chartering Council inquiries
If the Chartering Council places the Union on probation: - The Board must develop a corrective action plan - The Board must report monthly on progress - The Union’s probation status must be disclosed to members - Failure to correct within the specified timeline may result in charter revocation
If the Union’s charter is revoked: - The Union may no longer use the Keepwell name - The Union may no longer invoke Mother Keepwell - The Union may not claim association with the federation - The Union may continue operating as an independent organization if it complies with applicable laws
The Union may voluntarily withdraw from the federation by: - Two-thirds Board vote - 90-day notice to the Chartering Council - Plan for member notification and transition - Cessation of use of Keepwell name and symbols
These Bylaws may be amended by: 1. Proposal by the Board or petition by 10% of members 2. Review by Governance Committee 3. 30-day notice to members 4. Two-thirds vote of the Board 5. Review by Chartering Council to ensure Charter compliance
Article II (Immutable Principles) may not be amended under any circumstances. These principles are binding and permanent.
Any amendment that would conflict with the Charter is void and of no effect.
Members may submit written comments on proposed amendments. The Board must consider member input before voting.
The Union shall indemnify directors, officers, and employees to the fullest extent permitted by law against expenses, judgments, fines, and settlements incurred in connection with their service, provided they acted in good faith and in the best interest of the Union.
The Union shall maintain appropriate insurance coverage including: - Directors and officers liability insurance - Professional liability coverage for clinical staff - General liability and property insurance - Workers’ compensation insurance
The Union may be dissolved by: 1. Two-thirds vote of the Board 2. Majority vote of members (if membership exceeds 500) 3. Filing of appropriate legal documents
Upon dissolution, after payment of debts and obligations, remaining assets shall be distributed to: 1. Another chartered Keepwell Health Union, or 2. A nonprofit organization with similar charitable purposes, or 3. As required by law
No assets may be distributed to private individuals or for-profit entities.
The Union shall not discriminate on the basis of race, color, religion, sex, sexual orientation, gender identity, national origin, age, disability, veteran status, or any other protected characteristic in its governance, employment, or provision of services.
Disputes within the Union should be resolved through: 1. Direct communication between parties 2. Mediation facilitated by a neutral Board member or external mediator 3. Board review and decision (if mediation fails) 4. Arbitration (if specified in employment agreements or member terms)
Meetings shall be conducted according to Robert’s Rules of Order (latest edition) except where these Bylaws specify otherwise.
If any provision of these Bylaws is found invalid or unenforceable, the remaining provisions remain in full effect.
Questions of Bylaw interpretation shall be resolved by the Board after consultation with legal counsel. Interpretation must align with Charter principles and the Mother Keepwell standard.
These Bylaws were adopted by the Board of Directors of [Local Name] Keepwell Health Union on [Date].
Board Chair Signature:
___________________________
Board Chair Name: ___________________________
Date: ___________________________
Secretary Signature:
___________________________
Secretary Name: ___________________________
Date: ___________________________
Chartering Council Approval (for new charters):
Chartering Council Representative:
___________________________
Date: ___________________________
Charter Number: ___________________________
Mother Keepwell is the symbolic representation of the values and judgment that Keepwell Health Union embodies. She is not a person, founder, or authority figure. She is a decision-making heuristic.
Before making significant decisions, leaders ask: If Mother Keepwell were watching, would we say we kept faith?
This question forces clarity about whose interests are being served. Mother Keepwell represents: - Long-term stewardship over short-term gain - Member wellbeing over institutional convenience - Sustainability over expansion - Care quality over cost cutting - Transparency over complexity - Patience over urgency
When in doubt, choose the path that would make a reasonable steward proud.
| Version | Date | Description of Changes | Approved By |
|---|---|---|---|
| 1.0 | [Date] | Initial adoption | Board of Directors |
END OF BYLAWS