1. NAME. The name of this
corporation shall be CHOICE Regional Health Network.
2. PURPOSE OF
THE CORPORATION. CHOICE Regional Health Network is a non-profit
consortium dedicated to improving the health of people who live in the
natural service area of central, southwest Washington.
3. MEMBERS
3.1. Types of Membership. Member organizations will
appoint an individual to be its official representative and agent for the
activities and business of the Corporation. There shall be three classes of
membership defined as follows:
3.1.1. Sustaining Members. Participating hospitals pay
membership dues and have a seat on the Board of Directors in the Corporation
pursuant to the Articles of Incorporation and Bylaws. Participating
hospitals are 1) Grays Harbor Community Hospital, 2) Providence St. Peter
Hospital, 3) Providence Centralia Hospital, 4) Morton General Hospital, 5)
Mason General Hospital, 6) Mark Reed Hospital and 7) Willapa Harbor
Hospital.
3.1.2. Associate Members. An organization that is an
Associate Member commits to providing in-kind resources to the Corporation
through participation in workgroup and task force activities. Associate may
be asked to serve on the Board of Directors.
3.1.3. Affiliate Members. An organization or individual
that is an Affiliate Member provides voluntary technical assistance or
consultation to further the work of the Corporation in the best interest of
the community.
3.2. Admission of Membership. All applications for
membership shall be presented to the Board of Directors for action. The
Board of Directors has the authority to approve or deny new applicants. No
organization or individual shall be admitted as a Member until each of the
following conditions have been satisfied:
3.2.1. The Member applicant provides all information
requested by the Corporation and demonstrates, to the satisfaction of the
Corporation, that the Member applicant satisfies the membership eligibility
criteria and such additional criteria as may be established from time to
time by the Board of Directors.
3.2.2. The Member applicant executes and delivers to the
Corporation a Membership Agreement that sets forth the Membership rights and
obligations according to the type of membership.
3.2.3. The Member applicant if applicable, pays the
Corporation the membership dues or initiation fees established by the Board
of Directors.
3.2.4. The Board of Directors approves the Member
applicant.
3.3. Annual Dues. At the Annual Meeting, the Board of
Directors will determine the amount of a membership initiation fee, if any,
and annual membership dues payable to the Corporation by members of each
type described in section 3.1 of the Bylaws.
3.4. Termination of Membership. The Board of Directors may
suspend of terminate the membership of any Member representative who fails
to maintain compliance with membership eligibility requirements, membership
agreements and any established attendance requirements.
3.5. Resignation or Withdrawal. Any Member may withdraw
upon one hundred twenty (120) days' prior written notice to the Corporation
or such shorter period of notice as may be established at the sole
discretion of the Corporation. The withdrawal shall be effective on the last
day of the month in which the notice of period expires.
4. OFFICERS
4.1. Number. The officers of the Corporation shall be a
Chairperson, a Vice-Chairperson and a Secretary/Treasurer.
4.2. Election and Term. The Board of Directors shall elect
the officers at their Annual Meeting; to serve for a period of two (2)
years, or until their successors are elected and qualified.
4.3. Duties and Qualifications. The Corporation shall have
the following officers with the duties and qualifications as specified:
4.3.1. Chairperson. The Chairperson shall preside at all
meetings of the Board of Directors. The Chairperson may sign any contracts
with ongoing financial obligations necessary for the operations of the
Corporation in accordance with the approved business plan.
4.3.1.1.1. Qualifications. The Chairperson shall have a
Sustaining or Associate Membership.
4.3.2. Vice-Chairperson. During the absence or disability
of the Chairperson, the Vice-Chairperson shall exercise all the functions of
the Chairperson.
4.3.2.1.1. Qualifications. The Vice-Chairperson shall have
a Sustaining or Associate Membership.
4.3.3. Secretary/Treasurer. The Secretary/Treasurer shall
render to the Board of Directors an account of the financial condition of
the Corporation on a regular basis.
4.3.3.1.1. Qualifications. The Secretary/Treasurer shall
have a Sustaining or Associate Membership.
4.4. Vacancies. The Board of Directors shall fill
vacancies in any office at any regular or special meeting; to serve until
the next annual retreat or until their successors are elected and qualified.
5. MEETINGS
5.1. Annual Meeting. Annual Meetings shall be held on the
fourth Thursday of September each year or at such other dates and times as
determined by the Board of Directors. At the Annual Meeting, the Board of
Directors shall elect officers, appoint Associate Members to the Board of
Directors, develop an annual business plan and transact such other business
needed to prepare for the upcoming fiscal year.
6. BOARD OF DIRECTORS.
There shall be a Board of Directors composed of the Sustaining Members, plus
up to four additional members. These four members are appointed by the
Sustaining Members in a manner to be determined by the Sustaining Members.
6.1. Purpose. The purpose of the Board of Directors is to
provide oversight to the business functions related to the operations of the
Corporation.
6.2. Powers. The business and affairs of the Corporation
shall be vested in the Board of Directors, with all the powers authorized by
law. The Board of Directors shall have charge of the property, control of
the affairs and funds of the Corporation, final authority over the acts of
committees and officers, and power and authority to establish administrative
regulations and dues and to perform all functions not inconsistent with
these Bylaws. The Board of Directors shall hire and evaluate the performance
of an Executive Director who is responsible for managing the Corporation.
6.3. Meetings. There will be at least one regular meeting
of the Board of Directors each quarter. Special meetings of the Board of
Directors may be called by the Chairperson or by any three members of the
Board of Directors with at least five days notice given.
7. COMMITTEES. The
Board of Directors may create or discontinue standing or special committees,
as it deems advisable. The committees shall have such powers and duties, not
inconsistent with the bylaws, as determined by the Board of Directors.
8. RULES OF PROCEDURES
8.1. Proceedings. The proceedings of all meetings of the
Board of Directors, committees or Members of this Corporation shall be
governed by Robert's Rules of Order, Revised, except insofar as those rules
are in anyway inconsistent with these Bylaws; in which case the bylaws shall
control.
8.2. Voting. Each member of the Board of Directors shall
be entitled to one (1) vote in person, by mail, by phone, or by proxy. A
vote may be cast either orally or in writing.
8.3. Quorum. Representation, in person, by phone or by
proxy, by no less than fifty percent (50%) of the Board of Directors shall
constitute a quorum at all meetings. If a quorum shall not be initially
present at a meeting of the Board of Directors, a majority of the Members
present shall have the power to adjourn the meeting and reschedule for when
a quorum shall be present.
9. AMENDMENTS OF
BY-LAWS. Except as otherwise required by law, these Bylaws may be
amended or repealed, or new Bylaws may be adopted by a two-thirds majority
of the members of the Board of Directors.
9.1. Process: Every proposed amendment shall be submitted
in writing to the Chairperson sixty (60) days prior to the meeting of the
Board of Directors at which such amendment is to be considered, or within
such shorter periods of time as the Board of Directors may from time to time
authorize.
10.
ADMINISTRATIVE PROVISIONS
10.1. Books and Records. The Corporation shall keep
current and complete books and records of accounts and shall keep minutes of
the meetings of the Board of Directors at its registered office. The
Corporation may, if it deems appropriate, require that information be
disclosed to a Member, or its agent or attorney, on a confidential basis
only.
10.2. Bank Accounts. The Chairperson or such other person
shall sign all contracts; checks, drafts or demands for money and notes of
the Corporation as the Board of Directors may designate.
10.3. Fiscal Year. The fiscal year of the Corporation
shall be October 1 – September 30.
11. DUALITY OF
INTEREST. Any Member, officer, employee or committee member having
an interest in a transaction, contract or other matter presented to the
Board of Directors for authorization, approval or ratification shall provide
prompt, full and frank disclosure of his or her interest to the Board of
Directors of the Corporation prior to its acting on such contract or
transaction. The Board of Directors shall determine, by a majority vote,
whether a duality or conflict of interest exists or can reasonably be
construed to exist. If conflict is deemed to exist, such person shall not
vote on, nor use his or her personal influences on nor participate (other
than to present factual information or to respond to questions) in the
discussions or deliberations with respect to, such contract or transactions.
Such person may be counted in determining the existence of a quorum at any
meeting where the contract or transaction under discussion is being voted.
The minutes of the meeting shall reflect the disclosure made, the vote
thereon and, where applicable, the abstention from voting and participation,
and whether a quorum is present. The Board of Directors for the Corporation
may also adopt policies from time to time more clearly setting forth any
requirements regarding disclosure and actions relating to duality or
conflicts of interest. In addition, any Member, officer, employee, or
committee member having an interest in a transaction, contract or other
matter presented to the Board of Directors there of must conform to the then
existing conflict of interest policy.
12. DISSOLUTION.
Upon dissolution of the organization, assets shall be distributed for one or
more exempt purposes within the meaning of section 501(c)(3) of the Internal
Revenue Code of 1986, or corresponding section of any future Federal tax
code, or shall be distributed to the Federal, state, or local government for
a public purpose. Any such assets not so disposed of shall be disposed of by
a court of competent jurisdiction of the county in which the principle
office of the organization is then located, exclusively for such purposes.
13. LIQUIDATION.
Anything herein contained to the contrary notwithstanding, no assets of the
Corporation shall be donated, distributed, applied to, paid over or
otherwise used or employed in any manner which would disqualify the
Corporation from being exempt from taxation under Sections 501(a) or
501(c)(3) of the Internal Revenue Code of 1986, as amended, or any
subsequent law of the United States of America.
13.1. No Member, officer, employee, committee member or
other person connected or affiliated with the Corporation, and no other
private individual, shall receive at any time any of the net earnings or
pecuniary profit from the operations of the Corporation, provided the
Corporation shall not prevent the payment to any such person of such
reasonable compensation for services rendered to or for the Corporation in
effecting any of its purposes as such compensation shall be fixed by the
Board of Directors; and no such person or persons shall possess any
proprietary right in or to the property of the Corporation or be entitled to
share in the distribution of any of the Corporation assets upon dissolution
of the Corporation.
Appendices
1. INDEMNIFICATION
1.1. Definitions. For the purposes of this Section:
1.1.1. "Member" means an individual who is or was a Member
of the Corporation, or an individual who, while a Member of the Corporation
is or was serving at the Corporation’s request as a Member, officer,
partner, trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plans, or
other enterprise. "Member" includes, unless the context requires otherwise,
the estate or personal representative of a Member.
1.1.2. "Liability" means the obligation to pay a judgment,
settlement, penalty or fine, including an excise tax assessment with respect
to an employee benefit plan, or reasonable expenses incurred with respect to
a proceeding.
1.1.3. "Official Capacity" means: when
1.1.3.1. used with respect to a member, the office of
Member in the Corporation; and
1.1.3.2. used with respect to an officer, the elective or
appointive office in the Corporation held by that individual.
1.1.4. "Proceeding" means any threatened, pending or
completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative and whether formal or informal.
1.2. Action not by or in the right of the Corporation. The
Corporation shall indemnify any Member or officer who was or is a party or
is threatened to be made a party to any proceeding (other than an action by
or in the right of the Corporation) by reason of the fact that he/she is or
was a Member or officer of the Corporation against: judgments, penalties,
fines, settlements and reasonable expenses, including attorneys' fees,
actually and reasonably incurred by the Member or officer in connection with
the proceeding if he/she conducted himself/herself in good faith and:
1.2.1. In the case of conduct in his/her own official
capacity with the Corporation, he/she reasonably believed his/her conduct to
be in the Corporation’s best interests; or
1.2.2. In all other cases, he/she reasonably believed
his/her conduct to be at least not opposed to the Corporation’s best
interests; or
1.2.3. In the case of any criminal proceeding, he/she had
no reasonable cause to believe his/her conduct was unlawful.
1.2.4. The termination of any proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, be determinative that the Member or
officer did not meet the requisite standard of conduct set forth in this
Section.
1.3. Action by the right of the Corporation. The
Corporation shall indemnify any Member or officer who was or is a party or
is threatened to be made a party to any proceeding by or in the right of the
Corporation by reason of the fact that he/she is or was a Member or officer
of the Corporation against reasonable expenses, including attorneys' fees,
actually and reasonably incurred by him/her in connection with such
proceeding if he/she conducted himself/herself in good faith and:
1.3.1. in the case of conduct in his/her official capacity
with the Corporation, he/she reasonably believed his/her conduct to be in
the Corporation’s best interests; or
1.3.2. in all other cases, he/she reasonably believed
his/her conduct to be at least not opposed to The Corporation’s best
interests, provided that no indemnification shall be made pursuant to this
Section 9.3 in respect of any proceeding in which such person shall have
been adjudged to be liable to the Corporation.
1.4. Limitation on Indemnification. A Member or officer
shall not be indemnified under Sections 11.2 and 11.3 of this Section in
respect of any proceeding, whether or not involving action in his/her
official capacity, in which he/she shall have been adjudged to be liable on
the basis that the Member or officer personally received a benefit in money,
property, or services to which the Member or officer was not legally
entitled.
1.5. Expenses if Successful. To the extent that the Member
or officer of the Corporation has been successful on the merits or otherwise
in the defense of any proceeding referred to in Sections 11.2 and 11.3 of
this Section, he/she shall be indemnified against reasonable expenses,
including attorneys fees, incurred by him/her in connection with the
proceeding. The Corporation shall provide notice to the Member prior to such
indemnification.
1.6. Authorization. The Corporation shall make no
indemnification unless authorized in the specific case upon a determination
that the indemnification of the Member or officer is permissible in the
circumstances because he/she has met the applicable standard of conduct set
forth in this Section. Such determination shall be made: (a) By the Board of
Directors by a majority vote of a quorum consisting of Members not at the
time parties to the proceeding; (b) If a quorum is unobtainable, by majority
vote of a committee duly designated by the Board of Directors, in which
designation Members who are parties may participate, consisting solely of
two or more Members not at the time parties to the proceeding; (c) In a
written opinion by legal counsel (other than an attorney or a firm having
associated with it an attorney, who has been retained by or who has
performed services within the past three (3) years for the Corporation or
any party to be indemnified) selected by the Board of Directors or a
committee thereof by vote as set forth in (a) or (b) of this Section 9.6; or
(d) by the Member.
1.7. Advance Payment. Reasonable expenses incurred in
defending a proceeding may be paid by the Corporation in advance of final
disposition of the proceeding: (a) Upon receipt by the Corporation of a
written undertaking by or on behalf of the Member or officer to repay such
amount if it shall ultimately be determined that the Member or officer has
not met the standard of conduct necessary for indemnification by the
Corporation as authorized by Sections 11.2 and 11.3 of this Section; and (b)
Upon receipt by the Corporation of a written affirmation by the Member or
officer of his/her good faith belief that he/she has met the standard of
conduct necessary for indemnification by the Corporation as authorized in
this Section.
1.8. Non-Exclusivity. The indemnification and advancement
of expenses provided by, or granted pursuant to Section 11 of these Bylaws
shall not be deemed exclusive of any other rights to which any present or
former Member or officer of the Corporation may be entitled by contract,
policy or otherwise under applicable law.
1.9. Washington Law. Notwithstanding the indemnification
provided under this Section of the Bylaws, indemnification to any person by
the Corporation shall only occur in compliance with the Washington Nonprofit
Corporation Act.
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