(dissenting).
I respectfully dissent. At its heart, this case is about who has ultimate control of Avera Marshall Regional Medical Center — Avera Marshall’s Medical Staff or Av-era Marshall’s board of directors. As a matter of contract law, and under the terms of Avera Marshall’s corporate bylaws and the medical staff bylaws, the answer to that question is Avera Marshall’s board of directors. Consequently, I would affirm summary judgment in favor of respondents Avera Marshall, et al.
I.
I agree with the majority’s recitation of the facts, but think it important to first address why Avera Marshall’s board of directors unilaterally amended the medical staff bylaws, which gets to the heart of the dispute in this case. In 2009, Avera Health Systems assumed control of Weiner Memorial Medical Center, which had previously been owned and operated by the City of Marshall, and the hospital was incorporated as a nonprofit under the name Avera Marshall Regional Medical Center. Shortly thereafter, tension and conflict arose between members of the Medical Staff employed by Affiliated Community Medical Centers, P.A. (ACMC), who held privileges at Avera Marshall, and Avera Marshall’s governing body.1 According to the President and CEO of Av-era Marshall, the board of directors subsequently amended the medical staff bylaws to address the “dysfunction” of the Medical Staff, particularly its Medical Executive Committee (MEC), “which [wa]s obvious and ha[d] gone on for almost sixteen months.” The adoption of the new bylaws “was also a result of [board of directors’] growing concerns about Dr. Meister’s leadership” as he “conducted himself in a manner designed to exploit and harm [Avera-Marshall], as opposed to being an effective leader of the entire medical staff.” Moreover, the problems within the MEC “resulted in dysfunctional quality review and credentialing processes at the Hospital”; *705the MEC had failed to carry out its functions under the old medical staff bylaws, including its credentialing and peer review functions; and the new bylaws were meant to “better promote quality review and patient safety free from bias.”
In response to the changes to the medical staff bylaws, the appellants2 filed a civil complaint seeking eight counts of declaratory and injunctive relief and one count of attorney fees and costs. Only three of the declaratory judgment counts are before us: whether the Medical Staff has legal capacity to sue (count one); whether the medical staff bylaws constitute a contract between Avera Marshall and the Medical Staff (count two); and whether Avera Marshall’s board of directors could unilaterally amend the medical staff bylaws without obtaining two-thirds approval from voting members of the Medical Staff (count seven). The district court granted the respondents’ motion for summary judgment as to these three counts, and the court of appeals affirmed. The appellants raised each of these issues in their petition for review with this court, and we granted full review.3
II.
I am skeptical that appellant Medical Staff has standing to sue under MinmStat. § 540.151 (2012),4 but I need not decide this issue, because even if the Medical Staff has standing to sue, the Medical Staff and its members do not have the rights they claim to have under the medical staff bylaws because those bylaws do not create an enforceable contract.5 There is a split of authority regarding whether medical staff bylaws constitute a contract between a hospital’s medical staff or its members and the hospital. See 1 Karen S. Rieger et al., Health Law Practice Guide § 2:16 (2014) (listing cases in which courts recog*706nized medical staff bylaws as a contract, and those in which they did not); Craig W. Dallon, Understanding Judicial Review of Hospitals’ Physician Credentialing and Peer Review Decisions, 73 Temp. L. Rev. 597, 639-642 nn. 288, 290 (2000) (discussing cases). Those courts holding that medical staff bylaws do not constitute a contract often do so on the ground that a necessary component of contract formation is missing in medical staff bylaws — namely, consideration. See, e.g., Kessel v. Monongalia Cnty. Gen. Hosp. Co., 215 W.Va. 609, 600 5.E.2d 321, 326 (2004) (concluding that hospital had a preexisting duty under state law to adopt medical staff bylaws and thus consideration was lacking).6
A.
In order to state a claim for breach of contract under Minnesota law, a plaintiff must show (1) formation of a contract, (2) performance by plaintiff of any conditions precedent to his right to demand performance by the defendant, and (3) breach of the contract by defendant. Park Nicollet Clinic v. Hamann, 808 N.W.2d 828, 833 (Minn.2011). One of the essential features of contract formation is consideration, which is “something of value given in return for a performance or a bargained for promise of performance.” 20 Brent A. Olson, Minnesota Practice — Business Law Deskboolc § 7:7 (2013-2014 ed.). “Consideration ... insures that the promise enforced as a contract is not accidental, casual, or gratuitous, but has been uttered intentionally as the result of some deliberation, manifested by reciprocal bargaining or negotiation.” Baehr v. Penn-O-Tex Oil Corp., 258 Minn. 533, 539, 104 N.W.2d 661, 665 (1960). A promise to do what one is legally obligated to do cannot constitute consideration. Tonka Tours, Inc. v. Cha-dima, 372 N.W.2d 723, 728 (Minn.1985).'
Under Minnesota law, as the majority acknowledges, the governing body of a hospital must appoint a medical staff. Minn. R. 4640.0700, subp. 2 (2013). The medical staff must formulate “bylaws, rules, regulations, and policies for the proper conduct of its work.” Minn. R. 4640.0800, subp. 2 (2013). But the medical staff does not have unilateral authority to adopt its own bylaws; instead, the medical staff bylaws are subject to “the approval of the [hospital’s] governing body.” Id. What these rules tell us is this: the Medical Staff was bound by law to formulate bylaws and Avera Marshall had a legal obligation to not only have a medical staff, but to also adopt bylaws “for the proper conduct of [the medical staffs] work.” Id. Consequently, the Medical Staffs and Av-era Marshall’s fulfillment of them legal obligations in formulating and adopting medical staff bylaws was simply the fulfillment of a preexisting legal duty, and thus neither party conferred on the other any more than what the law already required.7 *707Accordingly, the simple fact that medical staff bylaws exist is not enough to give the Medical Staff, or individual medical staff members, contractual rights under the bylaws.
B.
Even if consideration somehow existed, the contract nonetheless is invalid because there was no mutual assent. In order to form a contract, there must be mutual assent among the parties to the contract to the contract’s essential terms. SCI Minn. Funeral Servs., Inc. v. Washburn-McReavy Funeral Corp., 795 N.W.2d 855, 864 (Minn.2011); see Minneapolis Cablesystems v. City of Minneapolis, 299 N.W.2d 121, 122 (Minn.1980). The medical staff' has conceded that Avera Marshall has the “ultimate authority to make final decisions” while the medical staff provided mere “input.” Indeed, the medical staff bylaws do not express an intent by Avera Marshall to be bound by the terms of the bylaws. See Hamilton v. Boyce, 234 Minn. 290, 292, 48 N.W.2d 172, 174 (1951) (“No contract is formed by the signing of an instrument when the offeree is aware that the offerer does not intend to be bound by the wording in the instrument.”); Wells Constr. Co v. Goder Incinerator Co., 173 Minn. 200, 205, 217 N.W. 112, 114 (1927) (concluding that no contract was created when one party did not intend to be bound). The expressed purpose of the medical staff is, among other things, to provide that all patients receive appropriate medical care and to provide a means whereby the medical staff and Avera Marshall’s board of directors may discuss issues that arise, “with the understanding that the Medical Staff is subject to the ultimate authority of the Board of Directors.” Medical Staff Bylaws § 2.1(e) (emphasis added). Directly after the enumerated purposes of the medical staff, the medical staff bylaws describe the authority of the medical staff: “Subject to the authority and approval of the Board of Directors, the Medical Staff shall have and exercise such power as is reasonably necessary to discharge its responsibilities under these bylaws.” Medical Staff Bylaws § 2.2 (emphasis added). Thus, the language of the bylaws indicates that Avera Marshall intended to retain final authority over the hospital and medical staff, and consequently, did not agree to be bound by the terms of those bylaws.
In considering whether medical staff bylaws constituted a contract, the Sixth Circuit (in an unpublished opinion) and other jurisdictions have relied on similar lan*708guage to conclude that a hospital did not intend to be bound by the terms of medical staff bylaws. Talwar v. Catholic Healthcare Partners, 258 Fed.Appx. 800, 805 (6th Cir.2007) (“The self-declared purpose of the Bylaws and Credentials Manual is to protect the best interests of patients, regulate activities of the medical staff, and insure the provision of quality medical care for the hospital’s patients, not to declare or create contractual rights of individual members of the medical staff.”); see also Munoz v. Flower Hosp., 80 Ohio App.3d 162, 507 N.E.2d 860, 365 (1985) (concluding no contract existed when the medical staff bylaws stated in its preamble “that the bylaws are ‘subject to the ultimate authority of the applicable governing bodies’ ” and consequently “[t]he obvious interpretation of the bylaws’ preamble [wa]s that the ... hospital [wa]s not to be bound by the staff bylaws”); 41 C.J.S. Hospitals § 27 (2006) (“A hospital’s medical staff bylaws may constitute a contract ... particularly where the hospital and its staff indicate an intent to be bound by their terms, but not otherwise.” (emphasis added)). Therefore, because the medical staff is subject to the ultimate authority of Avera’s Marshall’s board of directors under the terms of the medical staff bylaws, I would conclude that Avera Marshall did not intend to be bound contractually by the bylaws.
C.
There is another problem with the appellants’ argument that the medical staff bylaws constitute a contract — namely, who are the parties to the contract? Is the purported contract between the Medical Staff as a whole and Avera Marshall?8 Or is the purported contract between each individual Medical Staff member and Av-era Marshall? Based on the briefing and oral argument, it is not clear who the contractual parties are in this dispute. The problem with the absence of clearly identified parties is that we simply do not know, and cannot know, whether an additional necessary component of contract formation is present here: an objective manifestation of mutual assent. See 1 Richard A. Lord, Williston on Contracts § 3:2 (4th ed.2008). When it is unclear who the parties to the contract are, how can there have been an objective assent to the purported contract’s essential terms?
This is not to say that medical staff bylaws can never constitute a contract between a medical staff and a hospital. A medical staff could bargain with a hospital’s governing body to secure language in the medical staff bylaws expressly declaring the medical staffs rights under the bylaws. If the medical staff bylaws are written to give the medical staff and its members the rights to sue and recover for breach of the medical staff bylaws, such an agreement arguably would be enforceable against the hospital. See Mason v. Cent. Suffolk Hosp., 3 N.Y.3d 343, 786 N.Y.S.2d 413, 819 N.E.2d 1029, 1032 (2004) (stating that the court would enforce medical staff bylaws as a contract if clearly written, but concluding that the bylaws in the case before it formed no such contract); Holt v. Good Samaritan Hosp. & Health Ctr., 69 Ohio App.3d 439, 590 N.E.2d 1318, 1322 (1990) (“[Medical] staff bylaws constitute a *709binding contract ‘only where there can be found in the bylaws an intent by both parties to be bound.’” (quoting Munoz, 507, N.E.2d at 360)). But .here, there is no language in the medical staff bylaws stating that the provisions of the bylaws are enforceable against the hospital, and so I would conclude that the bylaws do not constitute an enforceable contract.9 Because there is no contract, I would affirm summary judgment in favor of the respondents on count two of the complaint.
III.
Having determined that the medical staff bylaws do not constitute a contract between the medical staff or its members and Avera Marshall, I turn to the final issue in this appeal: whether Avera Marshall’s board of directors was authorized to unilaterally amend the medical staff bylaws. The appellants, representing the interests of the medical staff, argue that Avera Marshall breached the medical staff bylaws by unilaterally changing the bylaws over the objection of the majority of medical staff members. Essentially, they argue that the medical staff bylaws outline a specific process for amending the bylaws, which includes obtaining an affirmative vote of two-thirds of the medical staff members eligible to vote, and that Avera Marshall breached this process by amending the medical staff bylaws without obtaining two-thirds approval.- See Medical Staff Bylaws § 17.2. I disagree. In my view, under the terms of Avera Marshall’s corporate bylaws and the medical staff bylaws, the board of directors was authorized to unilaterally amend the medical staff bylaws.
A.
I first turn to Avera Marshall’s corporate bylaws for guidance as to the process required for amending the medical staff bylaws. Avera Marshall’s articles of incorporation vest management and control of the hospital in its board of directors. Articles of Incorporation, Art. V. Any powers supposedly granted to the medical staff under the medical staff bylaws “must originate from, and be authorized by, the Board pursuant to the Corporate Bylaws.” Mahan v. Avera St. Luke’s, 621 N.W.2d 150, 155 (S.D.2001) (concluding that medical staff bylaws constitute a contract, but the source of the contractual rights flow from the hospital’s bylaws); see also Radiation Therapy Oncology, P.C. v. Providence Hosp., 906 So.2d 904, 910-11 (Ala. 2005) (concluding hospital did not breach medical staff bylaws by transferring its radiation oncology practice to another corporation and stating, under the terms of the corporate bylaws, “the medical staff does not have the power or right to overrule a valid business decision made by the board”); Bartley v. E. Maine Med. Ctr., 617 A.2d 1020, 1022 (Me.1992) (reading a physician’s rights under medical staff bylaws through the lens of the hospital’s corporate bylaws, and concluding “[i]t is clear from these bylaw provisions that the board of trustees ... has the authority to manage all the affairs of the hospital”). *710Although not binding on this court, Mahan is helpful in articulating the relationship between medical staff bylaws and a hospital’s corporate bylaws:
Their legal relationship is similar to that between statutes and a constitution. They are not separate and equal sovereigns. The former derives its power and authority from the latter. Hence, to determine whether the staff was granted the power that it now claims to possess, any judicial analysis must begin with an examination of the Corporate Bylaws.
621 N.W.2d at 155. Put simply, the corporate bylaws are a superior source of authority as compared to the medical staff bylaws when determining what process is required for amending the medical staff bylaws.
To determine what rights the medical staff and its individual members have, therefore, it is necessary to analyze Avera Marshall’s corporate bylaws. The corporate bylaws provide that “[t]he Board of Directors shall organize the physicians and appropriate other persons granted practice privileges in the hospital owned and operated by the Corporation into a medical-dental staff under medical-dental staff bylaws.” Avera Marshall Corporate Bylaws § 15.1(a). Under this provision, Avera Marshall’s board of directors was required not only to organize a medical staff, but also to adopt medical staff bylaws that would govern the medical staff. The corporate bylaws further provide that:
There shall be bylaws, rules and regulations, or amendments thereto, for the medical-dental staff that set forth its organization and government. Proposed bylaws, rules and regulations, or amendments thereto, may be recommended by the medical-dental staff or the Board of Directors.
Avera Marshall Corporate Bylaws § 15.3 (emphasis added).10 Importantly, Avera Marshall’s corporate bylaws grant to the medical staff the right to recommend medical staff bylaws. The corporate bylaws say nothing, however, about requiring a two-thirds vote from voting members of the medical staff in order to amend the bylaws.
A final provision of Avera Marshall’s corporate bylaws is relevant, and provides in pertinent part:
The Board of Directors shall exercise oversight of the business affairs of [Av-era Marshall] and shall have and exercise all of the powers which may be exercised or performed by [Avera Marshall] under the laws of the State of Minnesota, the Corporation’s Articles of Incorporation, and these Bylaws....
Avera Marshall Corporate Bylaws § 4.1. In interpreting a similar hospital bylaw, the South Dakota Supreme Court declared: “Therefore, the medical staff has no authority over any corporate decisions unless specifically granted that power in the Corporate Bylaws or under the laws of the State of South Dakota.” Mahan, 621 N.W.2d at 155. Here, Avera Marshall’s *711corporate bylaws do not grant to the medical staff the authority to preclude Avera Marshall’s board of directors from amending the medical staff bylaws unless two-thirds of the medical staff agree to the amendments. To the contrary, the corporate bylaws only grant to the medical staff the limited power to propose amendments. Under the terms of its corporate bylaws, therefore, Avera Marshall retained the authority to unilaterally amend the medical staff bylaws.
B.
Contrary to the appellants’ argument, the authority to unilaterally amend the medical staff bylaws, as stated in the corporate bylaws, was also expressly retained by Avera Marshall in the medical staff bylaws. It is true that one provision of the medical staff bylaws provides that a change in those bylaws “shall require an affirmative vote of two-thirds of the Members eligible to vote.” Medical Staff Bylaws § 17.2. But when this provision is read in conjunction with the rest of the medical staff bylaws, the board of directors’ ultimate authority to manage the medical staff and hospital is clear. See Halla Nursery, Inc. v. City of Chanhas-sen, 781 N.W.2d 880, 884 (Minn.2010) (“[T]he terms of a contract are not read in isolation.”). The enumerated purposes of the medical staff, as stated in the medical staff bylaws, include the following:
To provide a means whereby issues concerning the Medical Staff and the Medical Center may be directly discussed by the Medical Staff with the Board of Directors and the Administration, with the understanding that the Medical Staff is subject to the ultimate authority of the Board of Directors.
Medical Staff Bylaws § 2.1(e) (emphasis added). This provision indicates a clear intent by Avera Marshall to retain control over the medical staff, and by association the medical staff bylaws, by stating that the medical staff is “subject to the ultimate authority” of Avera Marshall’s board of directors;
Avera Marshall also expressly retained control over the medical staff in the portion of the medical staff bylaws controlling the process for amending or repealing the medical staff bylaws. After the process for amending or repealing the medical staff bylaws is delineated in those bylaws, there is a savings clause that states: “Nothing contained herein shall supersede the general authority of the Medical Center Board of Directors as set forth in its corporate bylaws or applicable common law or statutes.” Medical Staff Bylaws § 17.1-8. As discussed previously, Avera Marshall’s board of directors was granted broad power under the corporate bylaws. See Avera Marshall Corporate Bylaws § 4.1 (“The Board of Directors shall exercise oversight of the business affairs of [Avera Marshall] and shall have and exercise all of the powers which may be exercised or performed by [Avera Marshall].”). Given the grant of broad power to the board of directors, and the expressed intent of Avera Marshall to retain that power under the terms of the medical staff bylaws, it is not reasonable to interpret the medical staff bylaws as precluding the board from unilaterally amending those bylaws.11
*712C.
Finally, the appellants argue that the standards promulgated by the Joint Commission on Accreditation of Hospitals (Joint Commission) preclude a hospital from unilaterally amending medical staff bylaws, providing evidence that Avera Marshall could not unilaterally amend the medical staff bylaws. The appellants are wrong. Hospitals licensed in Minnesota may choose either to be inspected by the Commissioner of Health or alternatively be accredited by “an approved accrediting organization.” Minn.Stat. § 144.55, subd. 4 (2012). One such approved accrediting organization is the Joint Commission, which has historically “played a defining role in developing, implementing and enforcing minimum standards of conduct by which hospitals and their stakeholders function.” Brian M. Peters & Robin Locke Nagele, Promoting Quality Care & Patient Safety: The Case for Abandoning the Joint Commission’s “Self-Governing” Medical Staff Paradigm, 14 Mich. St. U. J. Med. & L. 313, 319 (2010). Under Minne-' sota law, it is recommended, but not required, that a hospital adopt the Joint Commission standards. Minn. R. 4640.0700, subp. 1 (2013). Across the nation, 88 percent of hospitals are accredited by the Joint Commission. Peters, supra, at 321. Prior to 2012, Avera Marshall was accredited by the Joint Commission.
One of the Joint Commission’s standards provides that “[n]either the organized medical staff nor the governing body may unilaterally amend the medical staff bylaws or rules and regulations.” JCAH Comprehensive Accreditation Manual for Hospitals, 2010, Standard MS.01.01.03. If this provision applied to Avera Marshall, it is arguable that Avera Marshall violated the provision when it amended the medical staff bylaws without obtaining the approval of the medical staff.12 Notably, however, the bylaws in effect at the time Avera Marshall amended the medical staff bylaws did not contain Standard MS.01.01.03, or language similar to that standard. More importantly, even if Avera Marshall was subject to the standard by reason of its decision to be accredited by the Joint Commission, it withdrew from Joint Commission accreditation on January 19, 2012, effective as of January 30, 2012. The amended medical staff bylaws did not take effect until May 1, 2012. Consequently, Standard MS.01.01.03 — and its prohibition on unilaterally amending medical staff bylaws — did not apply to Avera Marshall.
■ IV.
I am concerned that today’s majority opinion will encourage conflict between medical staffs and a hospital’s board of directors.13 Ultimately, in my view, a hos*713pital’s board of directors must be allowed to amend medical staff bylaws when it has expressly reserved ultimate authority over the medical staff and determines that doing so is in the best interest of the hospital and patient care.14 This does not mean, of course, that a hospital board of directors will make the correct decision or that members of the medical staff should not provide advice, guidance, and, where necessary, criticism of board decisions. But, in the end, the board must have the power to take steps to resolve problems and end conflict by amending the medical staff bylaws, without fear of prolonged litigation. Cf. Mason, 819 N.E.2d at 1032 (“A decision by those in charge of a hospital to terminate the privileges of, or deny privileges to, a doctor who may be their colleague will often be difficult. It should not be made more difficult by the fear of subjecting the hospital to monetary liability.”).15
For the foregoing reasons, I would affirm the decision of the court of appeals, and so I respectfully dissent.
GILDEA, Chief Justice (dissenting). I join in the dissent of Justice Anderson.. These conflicts, from the perspective of Ay-era Marshall, included: ACMC physicians injected discussions of ongoing litigation between ACMC and Avera Marshall into Medical Executive Committee (MEC) meetings; ACMC physicians assumed a three-to-one majority control over the MEC compared to physicians employed directly by Avera Marshall and Avera Health Systems, in spite of an even split between ACMC and Avera Marshall physicians in the makeup of the medical staff; MEC chair Dr. Steven Meister excluded Mary Maertens, President and CEO of Avera Marshall, from MEC meetings, even though she was an ex officio MEC member; ACMC members of the MEC conducted MEC meetings at ACMC offices with an attorney hired to represent MEC who was not authorized by the board of directors to participate in the meetings; Dr. Meister filed a complaint against Avera Marshall with the Joint Commission on Accreditation of Hospitals, which was dismissed; and various other actions by ACMC physicians that Avera Marshall felt threatened the quality of patient care. Some of these assertions are admitted by the Medical Staff, others are disputed, and the Medical Staff asserts other conflicts exist that were created by Avera Marshall. The atmosphere between the parties can be fairly described as poisonous.
. When I refer to "the appellants,” I am referring to both the Medical Staff and the individual members of the Medical Staff.
. Specifically, the appellants raised the following three issues in their petition for review to this court: (1) whether a medical staff has legal capacity to sue under Minn.Stat. § 540.151 (2012); (2) whether medical staff bylaws constitute a contract or are otherwise judicially enforceable; and (3) whether a hospital can unilaterally change medical staff bylaws when the medical staff bylaws state that changes to the bylaws must be approved by two-thirds of the medical staff. The majority does not explain why it fails to address the third issue raised by the appellants.
. Without a doubt, an entity such as the Medical Staff — which calls itself an "unincorporated association” — could not sue or be sued at common law. See Bloom v. Am. Express Co., 222 Minn. 249, 251, 23 N.W.2d 570, 572 (1946). Minnesota Statutes § 540.151 provides that "[wjhen two or more persons associate and act, whether for profit or not, under the common name ..., they may sue in or be sued by such common name.” Despite the majority’s insistence that I am “ignoring” the statutory language, it is not clear to me that the Legislature intended to give medical staffs the substantive right to sue when it enacted section 540.151, because the statute has been described as "only procedural.” Minn. Ass'n of Nurse Anesthetists v. Allina Health Sys. Corp., 276 F.3d 1032, 1049 (8th Cir.2002). Moreover, while not explicitly stating the statute is procedural, rather than substantive, we have previously treated section 540.151 as procedural. See, e.g., Galob v. Sanborn, 281 Minn. 58, 62, 160 N.W.2d 262, 265 (1968); State ex rel. Ryan v. Civil Serv. Comm ’n of City of Minneapolis, 278 Minn. 296, 298, 154 N.W.2d 192, 194 (1967). Thus, absent a legislative grant of standing, the Medical Staff must be dismissed as a party to this suit. See Exeter Hosp. Med. Staff v. Bd. OfTrs. of Exeter Health Res., Inc., 148 N.H. 492, 810 A.2d 53, 56 (2002).
.Regardless of the resolution of the Medical Staff’s capacity to sue, we still must address the contract issue in this case because Dr. Steven Meister and Dr. Jane Willet also filed suit in their individual capacities. These doctors clearly have capacity and standing to sue in their individual capacities.
. See also O'Byrne v. Santa Monica-UCLA Med. Ctr., 94 Cal.App.4th 797, 114 Cal. Rptr.2d 575, 583 (2001) ("[State regulations] required the Medical Center to appoint a medical staff, they required the medical staff to adopt bylaws, and they required the medical staff to abide by those bylaws. Clearly, there was no consideration given for the Bylaws — neither the Medical Center nor plaintiff conferred on the other any more than what was required by law.”); Tredrea v. Anesthesia & Analgesia, P.C., 584 N.W.2d 276, 285-87 (Iowa 1998) (holding medical staff bylaws did not constitute a contract and noting that hospitals in some cases are required by statute to promulgate bylaws so consideration may be lacking); Egan v. St. Anthony's Med. Ctr., 244 S.W.3d 169, 174 (Mo.2008) ("[A] hospital’s duty to adopt and conform its actions to medical staff bylaws as required by [a] regulation is a preexisting duty, and a preexisting duty cannot furnish consideration for a contract.”); 41 C.J.S. Hospitals § 27 (2006) ("[TJhere is authority that absent express language to the contrary, a hospital’s medical staff bylaws do not constitute a contract between the hospital and its staff physicians, since the essential element of valuable consideration is absent.”).
. The majority contends that the medical staff bylaws are supported by consideration because the content of those bylaws exceeds the *707minimum requirements for adopting bylaws as set out in the administrative rules. While this may be true, I nevertheless conclude that consideration is lacking here because the rules themselves place broad discretion in the hands of the medical staff to formulate bylaws and the hospital to ultimately approve the content of the bylaws. Cf. O’Byrne, 114 Cal. Rptr.2d at 584 ("Plaintiff does not explain precisely how the Bylaws are more expansive and comprehensive than those provided for by law, in light of the broad discretion given the medical staff to adopt appropriate bylaws.”). The majority acknowledges that "members of the Medical Staff had no ability to change or otherwise alter the bylaws.” There is no evidence to support the conclusion that the medical staff bylaws are supported by consideration regarding each individual medical staff member. See Gianetti v. Norwalk Hosp., 211 Conn. 51, 557 A.2d 1249, 1254 (1989) (concluding medical staff bylaws were not supported by consideration because the hospital had a preexisting duty to adopt bylaws and "the plaintiff ma[de] no claim that he had any input into the bylaws”). The majority also insists that consideration' exists because "each member of the Medical Staff agreed to be bound ... and Avera Marshall agreed to let each member of the Medical Staff practice at its hospital”. This does not change the fact, however, that both sides were already under a preexisting legal duty to perform these functions, and thus, there was no consideration.
. Another unresolved issue is whether the Medical Staff even has capacity to contract. Indeed, it is arguable that the Medical Staff is simply a constituent part of Avera Marshall aimed at advancing the hospital's policy of providing quality patient care, not a separate legál entity capable of entering into a contract. See 1 Rieger et ah, supra, § 2:16 ("If the healthcare entity bylaws and the medical staff bylaws state that the medical staff is a constituent part of the facility and not a separate entity capable of constituting a separate party to a contract, the medical staff bylaws should be viewed as a policy of the healthcare entity which governs the medical staff, and should not operate as a contract.”).
. The majority contends that concluding the medical staff bylaws constitute a contract is analogous to our decision in Pine River State Bank v. Mettille, 333 N.W.2d 622 (Minn. 1983), in which we held that employee-handbook provisions may constitute a contract. I disagree; Pine River is distinguishable for several reasons. First, the employer in Pine River did not have a preexisting legal obligation to adopt an employee handbook. Second, Avera Marshall declared an intent not be bound by the bylaws; the employer in Pine River made no such declaration about the employee-handbook provisions. Third, the employee-handbook provisions in Pine River simply modified the terms of an express employment contract, whereas here the medical staff seeks to establish that the bylaws are the entire contract.
. In ascertaining the scope of the board of directors’ authority to amend the medical staff bylaws, the appellants incorrectly rely, for the most part, on the medical staff bylaws. The proper focus, however, is on the language of the corporate bylaws. The appellants’ only argument regarding the corporate bylaws is that it is inconsistent for the board to have the express right to "recommend” bylaws changes, and, simultaneously, the implied right to impose changes. But the appellants ignore the portion of the corporate bylaws that vests authority in the board to "exercise oversight of the business affairs of [Avera Marshall]" and to "exercise all of the powers which may be exercised or performed by [Av-era Marshall].” Avera Marshall Corporate Bylaws § 4.1. Those powers include, absent express language in the corporate bylaws saying otherwise, amending the medical staff bylaws.
. Importantly, Minnesota law also supports Avera Marshall's position that it can unilaterally amend the medical staff bylaws. Under Minnesota Rule 4640.0700, subpart 2, "[t]he governing body or the person or persons designated as the governing authority [of a hospital] shall be responsible for its management, control, and operation.” And because Avera Marshall is a nonprofit corporation, it is subject to Minn. Stat. § 317A.201 (2012), which provides that a nonprofit corporation "must be managed by or under the direction of a board of directors.” While these provisions do not conclusively state one way or the other whether a hospital such as Avera Marshall *712has unilateral authority to amend medical staff bylaws, they do show that the party with the ultimate responsibility to manage and govern a hospital is the hospital’s board of directors. Interpreting the medical staff bylaws in a way that requires Avera Marshall’s board of directors to obtain two-thirds approval of the medical staff before amending the medical staff bylaws would severely limit the board’s authority to manage and govern the hospital and the medical staff. See Weary v. Baylor Univ. Hosp., 360 S.W.2d 895, 897 (Tex.Civ.App.1962) (”[I]nternal procedures set forth in the Medical Staff By-Laws, even though such By-Laws be approved and adopted by the Governing Board, cannot limit the power of the Governing Board of the Hospital.”).
. It is also arguable that Avera Marshall did comply with Standard MS.01.01.03 by seeking written feedback from medical staff members regarding the amendments proposed to the medical staff bylaws and making changes to the bylaws based on these written comments. In the end, however, it does not matter whether or hot Avera Marshall complied with Standard MS.01.01.03 because it was not bound by the standard.
. In its brief and at oral argument, counsel for Avera Marshall frequently referenced the *713fact that Avera Marshall is a nonprofit corporation and the members of the medical staff that are pursuing this lawsuit are employed by ACMC, a for-profit competitor of Avera Marshall. The relevance of this repeated assertion to the legal issues before us is not entirely clear, but to the extent the implication here is higher moral purpose, or better governance, for nonprofit organizations as compared to for-profit businesses, that claim is not only unproven, it is highly suspect. See Nicole Gilkeson, For-Profit Scandal in the Nonprofit World: Should States Force Sar-banes-Oxley Provisions Onto Nonprofit Corporations?, 95 Geo. L.J. 831, 832 (2007) ("In recent years, the nonprofit sector has been rocked by fraud and scandal.”); Evelyn Bro-dy, Agents Without Principals: The Economic Convergence of the Nonprofit and For-Profit Organizational Forms, 40 N.Y.L. Sch. L. Rev. 457, 460 (1996) ("Various economic forces— like resource dependency, institutional isomorphism, and organization slack — mold nonprofits and for-profits into similar configurations with similar problems.”).
. It is particularly important for a hospital to have authority to amend medical staff bylaws in light of our decision in Larson v. Wasemiller, 738 N.W.2d 300, 313 (Minn. 2007), recognizing that a hospital can be liable for a claim of negligent physician credentialing. Here, Avera Marshall’s board of directors amended the medical staff bylaws to vest final credentialing authority with the board, because, according to the President and CEO of Avera Marshall, the MEC was not fulfilling its duties with respect to medical staff credentialing. "It [is] completely illogical to first impose a duty of reasonable care upon a hospital, and then later strip the hospital of the ability and power to implement the policies and programs required to fulfill that duty.” Mahan, 621 N-W.2d at 161.
. See also Tredrea v. Anesthesia & Analgesia, P.C., 584 N.W.2d 276, 287 (Iowa 1998) (noting that "[i]f the view of these plaintiffs prevailed, the hospital could not scale down or close a department, regardless of the advisability of doing so, without incurring liability”); Zipper v. Health Midwest, 978 S.W.2d 398, 417 (Mo.Ct.App.1998) ("The holding that hospital bylaws do not constitute a contract between the hospital and its medical staff is in accord with strong public policy principles .... Allowing a physician to seek damages for an alleged failure of a hospital to follow the procedures established by its bylaws is counter to this policy.”). ■