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HHRI Operations Management Committee Charter

HHRI Operations Management Committee Charter

Mission

Hennepin Healthcare Research Institute (HHRI) is operated exclusively for the charitable, scientific, and educational purposes of Hennepin Healthcare System in pursuit of its research and educational missions by providing research facilities and support and administrative services. The purpose of the HHRI Operations Management Committee (OMC) is to be the decision-making body for HHRI Operations as delegated by the HHRI President to assist in carrying out the operational oversight responsibilities delegated to him/her in the HHRI Bylaws.

 

Committee Type

The OMC is a standing operational committee with accountability to the HHRI Board of Directors through the HHRI President, who is empowered in the bylaws to convene the necessary resources to assist in managing the organization. The committee focuses on areas of significant impact on the needs and priorities of HHRI and HHS researchers.

 

Committee Members

The OMC membership shall consist of the organization’s operational officers as ex officio positions, the HHS Chief Academic and Research Officer, and two additional appointed investigators, at a minimum. Representation from the HHS executive level is essential because HHS is the sole member identified in the organization’s bylaws, and this position provides a conduit to the HHS CEO (who appoints the HHRI President). Representation from Investigators is essential to ensure the decision-making process considers the investigators’ perspective and to provide visibility about operational decision-making to the overall research community at HHS. Other subject matter experts may be invited to participate on an ad hoc basis. In summary, membership shall consist of the following:

  1. HHRI President (ex officio)
  2. HHS Chief Academic and Research Officer (ex officio)
  3. HHRI Chief Operating Officer (ex officio)
  4. HHRI Chief Financial Officer (ex officio)
  5. HHRI Vice President of Equity in Research (ex officio)
  6. HHRI Vice President of Engagement (ex officio)
  7. An HHS Department Chief (appointed, to be nominated by HHS Medical Executive Committee)
  8. An HHS representative (appointed, to be nominated by the HHS CEO)
  9. Other research stakeholder/Investigator (appointed, to be nominated as outlined in Appendix A)
  10. Other research stakeholder/Investigator (appointed, to be nominated as outlined in Appendix A)
  11. Adhoc subject matter expert (appointed, to be nominated as outlined in Appendix A)

The HHRI President holds the Chair position. Beyond ex officio members, new member nomination may be made as described in Appendix A. Approval of appointed members is at the discretion of the HHRI President and HHS Chief Academic and Research Officer. The maximum number of members is eleven. Terms of ex officio members shall be for the duration of service in their designated roles. As outlined in Appendix A, terms of appointed positions shall be two years. Terms may be renewed for up to one additional term.

All members shall have voting privileges. Non-voting regular attendees (guests) include the HHRI Director of Operations and the Executive Assistant to the COO to provide support resources and a conduit to other operational areas as needed.

 

Power and Authority

The HHRI OMC serves both advisory and decision-making functions and provides a forum for organizational policy making, consideration of policy exceptions, strategic direction, and problem-solving. The decisions of the HHRI OMC are subject to the ultimate authority of the HHRI Board of Directors who have delegated organizational management responsibilities to the HHRI President.

Advisory scope

    • Mission, Vision, and Values/Strategic Planning
    • Financial Planning/Budgeting
    • Research Infrastructure
    • Strategic Partnerships

Decision-making scope

    • Organization-wide policies not under the purview of other compliance committees
    • Policy exceptions
    • Oversight of internal HHRI Support Programs and HHS Research Scholar support
    • Fund-raising priorities

Excluded authorities

For the sake of clarity and in accordance with the HHRI Bylaws, the OMC may provide input into the decisions listed below but is not authorized to take the following actions as they are powers reserved by HHS:

    • Approval of nominees for membership to HHRI’s Board of Directors
    • Addition of members to the HHRI Board of Directors
    • Adoption of annual or long-range business or financial plans
    • Adoption of annual operational and capital budgets
    • Adoption of substantial modification of compensation or fringe benefit programs
    • Incurrence of debt; mortgage or encumbrance of any asset
    • Sale, lease or other disposition of all, or substantially all, of HHRI’s property and assets
    • Amendment of HHRI’s Articles of Incorporation or Bylaws
    • Merger or consolidation of HHRI with any domestic or foreign organization
    • Voluntary dissolution

Meetings

Meetings will be scheduled monthly (or as needed for priority issues). Meetings shall be documented by minutes taken by the COO’s Executive Assistant, and minutes shall be voted upon for acceptance by quorum vote. Minutes and discussion materials will be provided in advance of each meeting.

 

Responsibilities

Members are responsible for exerting their best efforts to attend each meeting, and membership of appointed positions will be reassessed if more than 33% of meetings are missed over a twelve-month period. Decisions shall be made by majority vote. A quorum shall be constituted of 50% of the members plus one. If a quorum cannot be achieved for any meeting, voting items may be either deferred, or discussed with voting via email ballot unless absent members object. If a conflict of interest exists on a voting issue, members are responsible for disclosing the conflict to the committee and recusing themselves from voting. This includes, but is not limited to, decisions that directly affect a member’s funding or research program. Issues of conflict can be raised by any member, and if there is a dispute, resolved by majority vote.

 

System and Procedures

Giving due consideration to community standards related to separation between governance and management and the management responsibilities delegated to the HHRI President via the organization’s bylaws, salient activities of the OMC will be reported by the HHRI President to the Executive Committee of the HHRI Board (the Board Chair, Vice Chair, and Secretary/Treasurer) and the HHS CEO as agreed by the HHS CARO and the HHRI President. Non-member attendees will have access to committee information as needed to complete their associated committee management duties. Committee members and participants are expected to maintain strict confidentiality regarding all sensitive and proprietary information discussed during committee meetings.

 

Appendix A: Operations Management Committee (OMC) Membership Appointment

This appendix outlines the guidelines for membership and procedures for the selection of appointed positions to serve on the OMC of the HHRI. The selection of committee members is essential to ensure diverse representation, expertise, and a commitment to the organization's mission and values.

1. Eligibility

To be eligible for consideration for one of the OMC research stakeholder slots, an individual must:

a. Be an active researcher at HHRI (employed by either HHRI or HHS) with at least .40 FTE dedicated to research-related activities.
b. Demonstrate a strong commitment to the organization's mission and values.
c. Possess relevant expertise and experience related to the committee's scope and responsibilities.
d. Be in good standing with the organization, with no history of ethical or legal violations that could undermine the organization's integrity.

2. Nominations

Members of the OMC may be nominated through one or more of the following methods:

a. Self-nomination.
b. Nomination by existing committee members.
c. Nomination by the HHS or HHRI leadership.
d. Nomination by other campus research stakeholders

3. Selection Process

The selection process for OMC members will be as follows:

a. Announcement: When there is a need for new committee members, the organization will publicly announce the opportunity and invite nominations.
b. Review: Existing OMC membership will review all nominations to ensure they meet the eligibility criteria.
c. Interview: Shortlisted candidates may be invited for an interview to assess their qualifications, commitment, and alignment with the organization's mission and values.
d. Approval: Final selection and appointment of committee members will be made by the HHRI President and HHS CARO.
e. Researcher membership terms will be staggered to the extent possible.

4. Removal and Replacement

In the event that an appointed committee member fails to fulfill their responsibilities or no longer meets the eligibility criteria, the organization reserves the right to remove and replace them.

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