Governance & Bylaws
How a vendor-neutral, statewide health-IT convener is governed: a working board, standing committees, a published conflict-of-interest discipline, and decisions made in the open at a neutral table.
Arizona
Neutrality is a governance outcome, not a slogan
AzHeC's credibility rests on one thing: that no participant — no hospital system, payer, vendor, or agency — can quietly steer the council's guidance toward its own interest. Vendor-neutrality is therefore engineered into how the organization is governed, not merely asserted in its mission statement.
As a public-benefit non-profit, AzHeC is accountable to the Arizona health community it convenes rather than to shareholders. Governance is the machinery that keeps that accountability honest: a board that sets direction, committees that do the standards and oversight work, and written policies that make conflicts visible and decisions traceable.
How the council is structured
Governance is distributed across a board, standing committees, and clearly separated roles — a structure modeled on accepted non-profit governance practice, where bylaws delegate defined work to committees so the full board can focus on direction and oversight.
01Board of Directors
A multi-stakeholder board sets strategy, approves the budget, and holds ultimate fiduciary responsibility. Seats are distributed across the sectors the council convenes so no single stakeholder class can hold a majority on its own.
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02Standards Committee
Reviews and recommends positions on HL7, FHIR, GS1/UDI, NCPDP and related standards. Every recommendation begins from the published specification, not a product implementation.
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03Privacy & Consent Committee
Oversees guidance on consent models, 42 CFR Part 2, HIPAA, and data-sharing safeguards, ensuring patient interest is represented when the council takes a position on data exchange.
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04Finance & Audit Committee
Reviews financial controls, the annual audit, and funding sources to confirm the council's income does not compromise its independence. Reports to the full board.
05Governance & Nominating Committee
Examines the board's own structure, recruits balanced membership, reviews the bylaws periodically, and stewards the conflict-of-interest process.
06Executive Function
Day-to-day operations are carried out by staff and program leads who execute board direction. Operational authority and governance authority are kept distinct.
How a decision is made at a neutral table
AzHeC's defining discipline is procedural. A position is not adopted because a large member wants it; it follows a defined path designed to keep the standard — not any one interest — at the center.
1. Start from the published standard
Any proposed guidance or position is grounded first in the relevant published specification or regulation. The question is always 'what does the standard say,' before 'what does any participant prefer.'
2. Committee review
The appropriate standing committee studies the proposal, surfaces interoperability and privacy implications, and drafts a recommendation with its reasoning documented.
3. Conflict disclosure
Before discussion, any director or committee member with a financial or organizational interest in the matter discloses it and recuses from deliberation and the vote.
4. Board deliberation & vote
The board deliberates openly and decides by recorded vote, with the rationale minuted so the decision can be understood and revisited later.
5. Publish & revisit
Adopted positions are published with their basis cited. Because standards evolve, guidance is reviewed on a schedule rather than treated as permanent.
Conflict-of-interest discipline
Disclosure, recusal, and the record
A written conflict-of-interest policy is the single most important governance protection for a neutral convener, and it mirrors the practice the IRS expects of tax-exempt organizations: a documented policy, a defined process for managing conflicts, and an annual review of disclosures.
The discipline is straightforward and applies to every director, officer, committee member, and staff lead:
- Disclose. Whenever a person has a financial or personal interest in a matter before the board or a committee, they disclose the nature of that interest fully and in advance.
- Recuse. The interested person withdraws from the discussion, the advocacy, and the vote on that matter. They are not in the room when it is decided.
- Record. The disclosure and the recusal are entered in the minutes, so the decision can be audited and the council's independence demonstrated rather than merely claimed.
- Review annually. Directors and committee members affirm their disclosures each year, and the Governance & Nominating Committee reviews the policy itself for gaps.
Transparency as a duty
Because the council exists to serve the public interest, transparency is treated as an obligation rather than a courtesy. Governing documents, the committee structure, funding categories, and adopted positions are intended to be inspectable by the stakeholders AzHeC convenes. Where the council takes a public position on an interoperability question, it shows its reasoning and its sources.
Authority at a neutral table is borrowed, not owned. It lasts only as long as every decision can be traced back to a published standard rather than to the loudest participant in the room.— The Arizona Health Interoperability Council
Governance questions
01Who controls AzHeC?
No single organization. The board is drawn from across the sectors the council convenes — providers, payers, labs, pharmacies, vendors as observers, standards bodies, and public-sector stakeholders — and is structured so that no one stakeholder class holds a controlling majority by itself.
02How does the council stay vendor-neutral if vendors participate?
Vendors can hold observer and member roles, because their implementation experience is valuable, but governance keeps that input from becoming control: positions start from the published standard, conflicted members recuse from related votes, and the council never endorses a product or accepts paid placement in its guidance.
03Are the bylaws fixed?
No. The Governance & Nominating Committee reviews the bylaws periodically and recommends amendments to the board. Standards and the regulatory landscape change, and the governing documents are expected to keep pace.
04How are conflicts of interest handled?
Through a written policy of disclosure, recusal, and recording, affirmed annually. A director or committee member with an interest in a matter discloses it, withdraws from deliberation and the vote, and the recusal is minuted.
05How can a stakeholder raise a governance concern?
Through the council's general contact channel. Governance and accountability questions are routed to the appropriate committee chair.
Questions about how the council is run?
We are glad to walk stakeholders through our governing structure, committee work, and conflict-of-interest practice. Reach the council directly.