MEMORANDUM OF UNDERSTANDINGS
BETWEEN
Stratis Health and MAPS
The Common Understandings IS NOT representative of commitments by either party yet, it’s intended to generate conversation
Vision for Ultimate Merger:
Stratis Health and MAPS share a common vision for safe care everywhere…
Common Understandings:
1. Actions Taken. At separate meetings board members and staff from Stratis Health and MAPS in October 2016 made a decision to move forward with developing a plan to implement an organizational realignment with the understanding that it result first in a transfer of assets from MAPS to Stratis and, later, a merger of the two organizations.
2. Timeline. The Boards of Directors of Stratis Health and MAPS will agree to have the necessary legal documentation finalized and the process complete on or about November 30, 2016.
3. Office space. MAPS will relocate to Stratis Health space located at 2901 Metro Drive, Suite 400 Bloomington, MN 55425-1525
4. Staff. No reduction of staff is anticipated as a result of Stratis Health and MAPS entering into an asset transfer arrangement and/or a merger.
a. Staff benefits. (To be determined)
5. Program Integration.
a. It is planned that all current programming of both Stratis Health and MAPS will continue under the new structure.
b. MAPS program staff will be supervised by the CEO of Stratis Health [or board of directors of MAPS]
c. Stratis Health and MAPS will continue to seek opportunities for joint programming, in addition to the following that are currently in progress:
Agreed Next Steps:
On or before November 30, 2016, the boards of Stratis Health and MAPS agree to take the following steps in furtherance of their shared vision for an ultimate merger:
1. Stratis Health will take the following actions:
a. Stratis Health will hire MAPS senior program staff members Marie Dotseth as full time employee. Marie Dotseth assigned to perform as the principal person in charge of MAPS operations and will perform day-to-day management responsibilities with the assistance of current MAP part-time staff and contractors, both of whom will remain MAPS employees until such time as a formal merger is accomplished.
b. Stratis Health will recruit up to one current board members of MAPS and invite them to join the Stratis Health Board of Directors, by board election.
c. The Stratis Health board will take formal action on the recommended elections of up to fifteen MAPS board members to by (DATE).
d. The Stratis Health Board of Directors will take formal action to execute an Asset Transfer Agreement memorializing the transfer of all of MAPS assets, except as specified below, to Stratis Health.
2. MAPS will take the following actions:
a. MAPS will transfer all of its assets including its programs, training materials, bank accounts, grant and contract obligations and intellectual property (including research, website, web domain and social media sites), and (other ) to Stratis Health by execution of an Asset Transfer Agreement. The only anticipated exception to this transfer of program assets and revenue are…
b. At a special meeting that will occur ______, the MAPS Board of Directors will:
i. Amend its bylaws to name Stratis Health as its sole voting member.
ii. Approve the removal of the board of directors and the election of the new slate of directors as recommended by Stratis Health which would contain the following:
1. 5 positions for representatives or designees from five of the founding organizations of MAPS (MMIC Group, Minnesota Medical Association, Minnesota Hospital Assocation, Stratis Health, and the Minnesota Department of Health)
2. Up to 10 position held by a cross-section of stakeholders representing a variety of healthcare settings and consumers (long-term care, ambulatory care, hospitals, surgeries, surgical centers) regions of the state, practice characteristics (specialty care, primary care, large and small settings, single service and integrated delivery system) and purchasers or academia.
Agreed by Board Resolution
STRATIS HEALTH
Dated: October__, 2016 ______
President
Agreed by Board Resolution
MAPS
Dated: October__, 2016 ______
[Name]
Its President
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