Corporate structure
Blue Care Network is owned by Blue Cross Blue Shield of Michigan. As our only shareholder, BCBSM establishes the global policies under which we operate and retains oversight of BCN operations through our board of directors.
Our board of directors consists of 18 individuals. Twelve board directors are appointed by BCBSM while six are elected by BCN subscribers. Our board develops policy, assures our financial well-being and oversees management's execution of policy and adherence to law. Each director serves a three-year term until a successor is elected or appointed. The terms of one-third of our directors expire each year. Our board members include BCN members, other private citizens and representatives of large business, small business, labor, physicians, hospitals and other health care providers.
The power of the BCN board to make policy has four sources:
- The Michigan Nonprofit Corporation Act — BCN was organized under and is regulated by this law.
- Articles of Incorporation — These articles establish the name, purpose and powers of the corporation.
- Bylaws — The board can change the bylaws, except articles III, V, and X, which address shareholder powers, the board of directors and amendments to the bylaws. These articles can only be changed by our shareholders.
- The Shareholder (BCBSM) — The shareholder must first approve any proposed board actions related to: compensation, benefits and prerequisites for directors, officers and management personnel; appointment of independent auditors and actuaries; establishing or changing utilization management or quality assessment programs; establishing or changing underwriting guidelines, rating methods, or pricing policies; establishing or changing the corporation's business plan or annual budget.
The scope of board policy-making is also shaped by federal regulations and other agreements the corporation may be party to in the course of its business at any given time.
Strategic planning, day-to-day decision-making and implementation of board policy are delegated to the chief executive officer who is answerable to the board.
The board's powers are exercised through votes of the full body and through committees. For voting purposes, a vote of a majority of directors present at any meeting where a quorum exists is the action of the board. A quorum is achieved at any meeting where a majority of directors then in office are present.
page modified 09/23/2011