BYLAWS of the
HIGH SIERRA AREA HEALTH EDUCATION
CENTER, INC.
ARTICLE I
Mission, Organization and Purpose
Mission
To enhance access to quality health care services through the provision of education and outreach services throughout northwestern Nevada.
Vision and Values
The qualities of a vision are that it motivates, inspires and moves an organization toward greatness. The collective vision of High Sierra AHEC is that the following outcomes will be realized as a result of the organization’s steadfast commitment to its priorities:
- Communities within the service area will be healthy
- The provision of health care must be characterized by quality, availability, affordability, and cultural competency
- Both consumers and professionals will have access to the necessary and appropriate education services within their community
- Healthcare professionals will be ideally distributed throughout the communities within the service area
- Consumers will have a voice and the ability to get what they need when they need it
The following values and guiding principles will govern all decision-making and activities of High Sierra AHEC:
- Quality trumps funding in prioritizing activities, when necessary.
- The facilitation of collaboration and community linkages will be a priority that is in evidence throughout the organization, internally and externally.
- Activities will be based on identified needs, gaps in service and opportunity. Ideally, programming will be data driven.
- All activities will include an evaluation component
- Activities/strategies must be conducted within organizational resource availability
Section 1 – Organization: The organization, procedure, power, policies and conduct of the High Sierra Area Health Education Center, Inc., a Nevada non-profit corporation defined in Article I, Section 7 , will be regulated and governed by these Bylaws which do not conflict with federal and state guidelines and regulations. Hereafter, the High Sierra Area Health Education Center, Inc. is referred to as the Corporation.
Section 2 – Corporate Office: The Corporation will maintain a principal office in the State of Nevada in Washoe County. The Corporation may have such other offices within the State of Nevada as the Board of Directors may determine or as the affairs of the corporation may from time to time require.
Section 3 – Fiscal Year: The fiscal year of the Corporation will be from July 1st to June 30th. The Annual Meeting will be scheduled during the first quarter of the fiscal year.
Section 4 – Disbursements: The Board shall appoint two persons, and grant to those persons the authority to sign: checks, drafts, bills of exchange, notes, or other obligations in the name of the corporation. At least one of those persons shall be a member of the Board of Directors. Two signatures shall be required on all checks in excess of $2,500.00.
Section 5 – Parliamentary Procedures: All meetings of the Corporation will be governed by these Bylaws, amendments, and by Robert’s Rules of Order, Revised.
Section 6 – Purpose: The primary purpose of the Corporation is to enhance access to quality health care in medically underserved areas of rural and urban northwestern Nevada by improving the quality, supply, and distribution of health care professionals.
Section 7 – Service Area: The direct service area for the Corporation is Carson City, Douglas, Lyon, Storey, and Washoe Counties. Support will be provided to other counties in Nevada through collaborations with the Northeastern Nevada Area Health Education Center and Area Health Education Center of Southern Nevada.
Section 8 – Non-Profit Corporation Status: The Corporation is organized and operated as a non-profit Corporation for Educational Activities under Nevada Revised Statute 81.290 to 81.340 inclusive, and in compliance with Section 501 (c) (3) of the U.S. Internal Revenue Code of 1954, as amended. Having been organized for educational purposes in the health care professions, its activities will address its purposes in such a manner that no part of its earnings will benefit any member, trustee, officer or individual, and all efforts will be made to maintain the 501 (c) (3) status.
ARTICLE II
Membership, Election and Functions
Section 1 – Board of Directors Composition: The affairs of the Corporation will be exercised, conducted and controlled by the Board of Directors, which will be composed of not less than one (1) nor more than twenty-five (25) members who reside within the Corporation’s service area. Efforts will be made to maintain representation from throughout the geographical area served by the Corporation and representation of the area’s population in terms of demographic factors such as race, ethnic background and sex.
Section 2 – Election: New directors will be elected by the members of the existing Board of Directors of the Corporation for a four year term. Board of Directors members will serve no more than two full consecutive four-year terms but may be re-elected after one year retirement. Approximately one-third of the Board of Directors is elected each year. Elections to fill expiring terms will be held at the Annual Meeting, as defined in Article VI, section I, of the Board of Directors each year.
Section 3 – Removal/Resignation: Directors may be automatically removed from the Board of Directors upon failure to attend three consecutive Board of Directors meetings without good cause and prior notification, but may be reinstated, upon request to continue by a majority vote of the Board of Directors. Directors who fail to serve in a manner consistent with these Bylaws and Federal and State guidelines and regulations may also be removed. A majority vote of the voting members of the Board of Directors is necessary for such removal.
Section 4 – Board of Directors Vacancies: Any vacant Directorship will be filled for the unexpired term of such position by a majority vote of the Board of Directors at any regular or special meeting called for that purpose. Any Director elected to fill an unexpired term will be considered to have filled a full term for purposes of re-election.
Section 5 - Conflict of Interest: No paid employee of the Corporation or relative in the first degree by blood or marriage will serve on the Board of Directors. Officers, as defined in Article III, and Directors shall exercise their powers in good faith and with a view to the interest of the corporation. All officers, Directors and members will diligently avoid any conflict between their own individual, professional or business interests and the interests of the corporation.
Section 6 – Board of Directors: The Board of Directors will address the business of the Corporation as defined in mission, vision, and purpose. The Board of Directors is accountable for assuring that all program administration and corporate operations comply with all relevant policies, guidelines, and administration.
Section 7 – Functions of the Board of Directors: The Board of Directors will have the authority to:
- Oversee the general receipt, acquisition, holding, management, and administration of property and funds for educational and charitable purposes.
- Elect new Directors.
- Elect the Officers of the Corporation.
- Set standing and ad hoc committees.
- Develop general policies and plans concerning the operation and growth of the corporation.
- Develop long-term strategic plans for the corporation.
- Develop long-term goals for the raising of public or private funds to support the programs of the Corporation and to oversee the general disbursement of these funds.
- Monitor and evaluate Corporation and Board of Directors performance.
- Oversee the financial operation of the Corporation.
- Review corporate policies annually.
- Oversee the general receipt, acquisition, holding, management, and administration of property and funds for educational and charitable purposes.
- Hire an Executive Director who will serve at the discretion of the Board of Directors.
- Assist the Executive Director with the development of agreements with any government, philanthropic or other agency as in its judgment will further and be consistent with the objectives of the Corporation.
- Exercise all powers necessary to effect the purpose of the Corporation consistent with these Bylaws and Federal and State laws, guidelines and regulations.
- Represent the Corporation as directed by the Board of Directors in the service area and the state.
Section 8 – Functions of the Executive Director The Executive Director will have the authority to:
- Manage and administer the day-to-day affairs of the Corporation
- Execute and otherwise implement the policies and procedures governing the operations of the corporation
- Hire, monitor, evaluate, and terminate the employment of center staff
- Arrange for the raising of public or private funds to support the programs of the Corporation and to control the disbursement of these funds
- Receive and manage funds on behalf of the corporation for educational and charitable purposes, including the assistance and support of educational institutions, associations and undertakings
- Charge fees for the use of educational facilities or for instruction and to receive and use funds obtained from fees, private donations, devise and bequest, and from all lawful sources for construction, maintenance and support of the activities of the Corporation
- Enter into any agreements with any government, philanthropic or other agency as in its judgment will further and be consistent with the objectives of the Corporation
- Represent the Corporation in the service area, state, and on national levels.
Section 9 – Dissolution of the Corporation: At a special meeting called for this purpose, the Board of Directors may elect to dissolve the Corporation (by a vote of two-thirds) of the entire membership of the Board of Directors. In the event of dissolution, the Board of Directors, on behalf of the Corporation and in accordance with the provision of the U.S. Tax Reform Act of 1969 and within the time fixed by the members, will transfer to one or more charitable, tax-exempt 501 (c) (3) Nevada corporations all the assets which may be owned by the Corporation at the time of dissolution after all payment of all obligations and debts of the Corporation.
ARTICLE III
Officers
Section 1 – Enumeration: The elected officers of the Corporation will consist of a Chair of the Board of Directors, a Vice Chair, and a Secretary/Treasurer. The officers will have such authority and perform such duties as may be prescribed by the Board of Directors and these Bylaws.
Section 2 – Term of Office: All officers will be elected by the Board of Directors from among their members at the Annual Meeting. The officers will assume their duties immediately after the meeting at which they are elected and will serve for two years or until their successors are elected or until they are re-elected. No officer will serve for more than two (2) consecutive full terms in the same office.
Section 3 – Vacancies: Any vacancy in any office will be filled for the unexpired portion of the term by appointment of the Chair of the Board of Directors subject to confirmation by the Board of Directors, except that the Vice Chair will automatically succeed the Chair if the vacancy should occur in that office.
Section 4 – Chair of the Board of Directors: The Chair will preside at all meetings of the Board of Directors. The Chair shall co-sign and execute all authorized contracts, or other instruments or obligations in the name of the Corporation. The Chair, or designated member of the Board of Directors, will serve as an ex officio member on all committees. With the Board of Directors’ approval, the Chair may appoint committees and task forces as needed. The Chair will have such other powers and perform other duties as may be assigned to him/her from time to time by the Board of Directors.
Section 5 – Vice-Chair: The Vice-Chair will act for and exercise all powers of the Chair in the absence of the Chair or in the event of his/her inability to act and when so acting, will have all the powers and be subject to all the restrictions upon the Chair. The Vice-Chair will have such other powers and will perform such other duties as may be assigned to him/her from time to time by the Board of Directors.
Section 6 – Secretary/Treasurer: The Secretary/Treasurer or staff designee will review the minutes of all meetings of the Board of Directors and will clarify and attest to all signatures on corporate documents when required. The Secretary/Treasurer or staff designee will oversee the keeping of the records, books, reports, statements, certificates and other documents of the corporation in a secure and practical manner. The Secretary/Treasurer or staff designee will oversee the receipt and disbursement of all monies and funds of the Corporation and will have general supervision over the care and the custody of such monies and funds. The Secretary/Treasurer or staff designee will deposit and/or cause to be deposited in the name of the Corporation in such FDIC or FSLIC insured depository institutions, as the Board of Directors may designate the monies of the Corporation. The Secretary/Treasurer or staff designee will keep or cause to be kept regular accounts and books, which will be open for inspection to any Board of Directors member upon reasonable notice. The accounts and books will be audited as required by federal regulations. The Secretary/Treasurer or staff designee will report at Board of Directors meetings as to the financial condition of the Corporation. The Secretary/Treasurer will have other powers and perform other duties as may be assigned to him/her from time to time by the Board of Directors.
Section 8 – Compensation of Directors: Directors will not receive any compensation for their services as a Board of Directors member of the Corporation. Reimbursement is authorized, when consistent with Board of Directors policy, of a Trustee’s reasonable expenses associated with attending the meetings and serving on the Board of Directors.
Section 9 – Liability: The Directors shall not be individually liable for the debts, liabilities or any other obligation of the Corporation, and the private property of all such persons shall at all times be exempt from all corporate debts and liabilities whatsoever.
ARTICLE IV
Meetings
Section 1 – Annual Meetings: The Board of Directors will hold its Annual Meeting during the firstquarter of the fiscal year. The purpose of this meeting will be to elect officers and toconduct other business. Notice of the time and place of the Annual Meeting will be given to each member of the Board of Directors at least five days prior to meeting.
Section 2 – Regular Meetings: Regular meetings of the Directors will be held at least quarterly at such time and place as will be duly designated by resolution of the Board of Directors; no further notice of said meetings need be given unless the time or place of a particular meeting is changed, in which case five days written notice must be given.
Section 3 – Special Meetings: Special meetings of the Board of Directors may be called at any time by the Chair, Vice Chair, or one third or more voting members of the Board of Directors. Notice stating time and place of such meeting and the purpose for which the meeting is being called will be given to each member either personally or by mail. If mailed, notice will be given no less than five days before the date of the meeting. Notice is complete upon mailing.
Section 6 – Agenda: An agenda will be prepared for the Directors by the Executive Director in consultation with the Chair or his/her designee; however, the agenda may be amended, by vote, by the Board of Directors during its meeting. The agenda will be distributed to all Board of Directors members at least five days prior to a meeting.
Section 6 – Quorum: The majority of the voting members will constitute a quorum to conduct business at any annual, regular or special meeting. A voting member may participate in a meeting via distance technology and be constituted as “present” for the meeting.
Section 7 – Voting: Each Board of Directors member will be entitled to one vote on each matter. In the event of a tie, the motion is defeated. Any action of a majority of the members present and voting at any meeting will constitute the action of the Board of Directors. Proxies shall be other Board of Directors members only, identified in writing, and voting by proxy will be allowed for old business items only. A telephone or written vote can be taken on an agenda item in the event a quorum is not in attendance at a meeting of the Board of Directors.
Section 8 – Executive Sessions: Upon motion carried by majority vote of the voting members, the Board of Directors may go into Executive Session.
Section 9 – Board of Directors Minutes: The Board of Directors, the Executive Director and the AHEC program Office will receive a written copy of the Board of Directors minutes with the agenda of the next meeting within 30 days of the meeting for which they represent.
ARTICLE V
Committees
Section 1 – Executive Committee: The elected officers, to be elected at the Annual Meeting, form the Executive Committee; the Chair of the Board of Directors chairs this committee. It serves as the coordination committee for the Board of Directors in all matters pertaining to the Corporation. The immediate past Chair of the Board of Directors may serve as Ex-Officio member of the Executive Committee. Each member of the Executive Committee will be entitled to one vote, and proxies and alternates will not be recognized. A majority of the Executive Committee will constitute a quorum for carrying on the business of the Executive Committee.
This committee will evaluate the Executive Director and recommend salary adjustments to the Board of Directors. In addition, it is authorized to deal with situations requiring Board of Directors action which occur between Board of Directors meetings. The Executive Committee will meet on call of the Chair or in his/her absence, of the Vice-Chair.
Section 2 – Operations Committee: At least one Board of Directors member and the Chair of the Board of Directors will form the Operations Committee. Members of the Operations Committee will meet with the Executive Director to oversee and provide guidance into the day-to-day operations of the Corporation. The Operations Committee will meet as needed, in between quarterly board meetings. Meetings of the committee may be conducted by conference call or in person as deemed necessary. Members of this committee will be notified no later than 10 days prior to the scheduled meeting if it needs to be conducted at a physical location.
Section 3 – Finance Committee: The Secretary/Treasurer, at least one Board of Directors member, and the Chair of the Board of Directors will form the Finance Committee; the Secretary/Treasurer chairs this committee. Members of the Finance Committee will meet with the Executive Director to oversee the financial operation of the Corporation. The Finance Committee will meet as needed, in between quarterly board meetings. Meetings of the committee may be conducted by conference call or in person as deemed necessary. Members of this committee will be notified no later than 10 days prior to the scheduled meeting if it needs to be conducted at a physical location.
Section 4 – Ad Hoc Committees: Ad Hoc Committees may be established at any time deemed necessary by the Chair or majority vote of the Board of Directors in order to carry out the objectives and purposes of the Corporation. Members of such committees will be appointed by the Chair or his/her designee. At least one member in each such committee must be a member of the Board of Directors.
ARTICLE VI
Indemnification
In addition to any other rights to which any member of the Board of Directors, officer or employee of the Corporation may be entitled by contract or otherwise under law, the Corporation is empowered to indemnify and defend such member, officer or employee and his or her heirs, executors and administrators against any such cost or expense (including reasonable attorney’s fees and amounts paid in settlement, if such settlement is approved by the Corporation), fine, penalty, judgment and liability reasonably incurred by or imposed upon such member, officer or employee in conjunction with any action, suit or proceeding, civil or criminal, to which such member, officer or employee may be made a party or with which such member, officer or employee will be threatened by reason of such member, officer or employee’s having been or being a Trustee of the Corporation, an officer of the Corporation or an employee of the Corporation, unless with respect to any such matter such director, officer or employee will have been adjudicated not to have acted in good faith in the reasonable belief that the action was in the best interests of the Corporation and that he or she had no reason to believe that his or her conduct was unlawful. No indemnification will be made in respect to any claim, issue or matter as to which such person will have been adjudged to be liable for negligence or misconduct of his or her duty to the Corporation, unless and only to the extent that the court in which such action or suit was brought will determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification of such expenses which the court will deem proper.
ARTICLE VII
Amendments and Bylaws Review
Section 1 – Amendments: New Bylaws may be adopted or the Bylaws may be amended or repealed at any time by a two-thirds vote of the members of the Board of Directors. Full text of the proposed amendments or change in the Bylaws will be mailed to each Director not less than five days prior to the meeting at which the proposed amendment or change is to be presented, but this provision will not restrict the Board of Directors from altering any such proposed text at the meeting at which the change is to be presented. The proposed amendment (s) will be voted upon at the next scheduled Board of Directors meeting.
Section 2 – Bylaws Review: These Bylaws will be reviewed annually and otherwise updated and/or revised as necessary.
WE, THE MEMBERS OF THE BOARD OF DIRECTORS OF THE HIGH SIERRA AREA HEALTH EDUCATION CENTER, INC., CERTIFY THAT THE BYLAWS WERE ADOPTED AT THE MEETING OF THE BOARD OF DIRECTORS ON __________________________________.
ATTEST: HIGH SIERRA AREA HEALTH EDUCATION CENTER, INC.
, SECRETARY
, DATE |
