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 Home: Administration: Health Sciences Foundation By-Laws

 

By-Laws of Health Sciences Foundation, Inc.   

 

Article I Mission
Article II Offices
Article III Membership
Article IV Board of Directors
Article V Meetings
Article VI Officers
Article VII Committees
Article VIII Administration
Article IX Contracts, Loans, Deposits, Checks, Drafts, Etc.
Article X General Provisions
 
ARTICLE I
Mission

The mission of the Health Sciences Foundation, Inc., operating as the Coastal Area Health Education Center is to improve the health of all citizens of Southeastern North Carolina by being a leader in providing education, clinical training, and information resources for health and human service personnel.

ARTICLE II
Offices

Section 1. Registered Office.

The Corporation shall have and continuously maintain in this State a registered office and a registered agent whose office is identical with such registered office. Such registered office shall be located at Wilmington, New Hanover County, North Carolina, or at such other place within the state of North Carolina as may from time to time be fixed and determined by the Board of Directors.

Section 2. Other Offices.

The Corporation may have offices at such places, either within or outside the state of North Carolina, as the Board of Directors may from time to time determine.

ARTICLE III
Membership

Section 1. Members.

The Corporation shall have no members.

ARTICLE IV
Board of Directors

Section 1. General Powers.

The property, affairs and business of the Corporation shall be managed by the Board of Directors.

Section 2. Number, Tenure and Qualifications.

The Corporation shall be governed by a Board of Directors. The number of persons on such Board of Directors shall be thirteen (13). The membership of the Board of Directors shall consist of: (1) five (5) members at large appointed by the Board of Trustees of New Hanover Regional Medical Center. It is strongly recommended that these appointees include current or former members of the Board of Trustees of New Hanover Regional Medical Center including a physician leader in the medical community; (2) six members from the public at large appointed by the members of the Board of Directors of the Health Sciences Foundation, Inc. at least one of whom shall reside in each of the five counties in the service area. It is strongly recommended that these appointees be persons who are familiar with agencies and institutions that may use the services provided by Coastal AHEC; (3) the President/CEO of New Hanover Regional Medical Center; (4) the President/CEO of the Coastal Area Health Education Center.

Each of the eleven (11) members from the public at large shall be appointed to a three (3) year term. Terms of office for these members shall be staggered so that the terms of two public members appointed by the Board of Directors of the Health Sciences Foundation, Inc. shall expire each year. The terms of two public members appointed by the Board of Trustees of New Hanover Regional Medical Center shall expire the first year, two the second year, and one the third year.

Section 3. Term of Office.

No Director may serve more than two (2) consecutive terms. The regular term of office will begin with the Annual Meeting in December.

Section 4. Quorum and Voting.

A majority of the members of the Board of Directors at a meeting duly assembled shall constitute a quorum for the transaction of business. Except as otherwise expressly provided by statute, by the Articles of Incorporation, or by these Bylaws, the action of a majority plus one of the Directors present and voting at a meeting at which a quorum is present shall be the action of the Board of Directors. An abstention shall count as an affirmative vote.

Section 5. Resignation and Vacancies.

Any Director may resign at any time by giving notice thereof in writing to the Chair of the Board and such resignation shall take effect at the time specified therein or the date of the letter. Any vacancy occurring on the Board of Directors for any reason shall be filled by the appropriate designated body pursuant to in Article IV, Section 2, of these Bylaws and the newly appointed Director shall hold office for the unexpired portion of the term of the person whom the new Director succeeds. Any Director so chosen for an unexpired term of no more than one full year shall be eligible to be reappointed to two (2) additional full terms.

Section 6. Compensation.

Directors shall not receive any compensation for their services as such provided, however, that nothing herein contained shall be construed to preclude any person who is a Director from also serving the Corporation in another capacity and receiving compensation.

Section 7. Attendance.

Attendance at three-fourths of all Board and assigned Committee meetings is required to maintain Board membership. Any Director having unexcused absences for more than 25 percent of the Board and assigned Committee meetings within one calendar year may forfeit his/her membership at the discretion of a vote of the Board. A request for an excused absence should be made to the Chair of the Board prior to the scheduled meeting.

Section 8. Removal of Directors.

The Directors specifically designated in Article IV, Section 2, may be removed, either with or without cause, by vote of a majority plus one of the Directors present and voting at a regular meeting or a special meeting at which a quorum is present.

ARTICLE V
Meetings

Section 1. Regular Meetings.

Regular meetings of the Board of Directors of the Corporation shall be held at the time and place designated by the Chair of the Board of Directors at least four (4) times per year. The Chair will announce the time and place of the following meeting before the adjournment of each regular quarterly meeting. Reminders shall be sent within 30 days of the meetings.

Section 2. Telephone Meetings.

Directors may participate in a meeting of the Board by means of a conference telephone call, video conferencing call, or similar communications device which allows all persons participating in the meeting to simultaneously hear each other during the meeting and such participation in a meeting shall be deemed presence in-person at such a meeting.

Section 3. Special Meetings.

Special meetings of the Corporation may be called at any time by the Chair of the Board of Directors, the President/CEO of the Corporation, or any two (2) Directors. The Directors shall be notified of the time and place of such meetings at least forty-eight (48) hours in advance.

Section 4. Annual Meeting.

An annual meeting of the Board of Directors shall be held during the month of December of each year.

Section 5. Emergency Meetings.

Emergency meetings may be called at any time by the Chair or in his/her absence, by the Vice Chair, or at the request of any two Directors, in order to address generally unexpected circumstances that require immediate consideration by the Board. Notice of emergency meetings of the Board shall be communicated to the members of the Board by telephone or by any other method of communication that is available at the time or by any combination of available methods. An emergency meeting of the Board may be convened as soon as a quorum of the Board may be assembled.

Section 6. Notice of Meetings.

Notice of each regular and annual meeting of the Board of Directors shall be given at least thirty (30) days prior thereto. Notice of any special meeting of the Board of Directors shall be given at least forty-eight (48) hours prior thereto. Notices for meetings shall be communicated to the members by telephone or by any other method of communication that is available at that time or by any combination of available methods so as to be received within the required time period for each meeting.

Section 7. Conduct of Meetings.

Roberts’ Rules of Order, Latest Edition, shall govern the conduct of all meetings.

Section 8. Minutes.

The minutes of all meetings shall reflect the action taken by the Board of Directors. Copies of minutes as prepared for approval will be mailed to each member of the Board within two (2) weeks after each meeting.

ARTICLE VI
Officers

Section 1. Number of Officers.

The officers of the Corporation shall be a Chair, a Vice Chair, a Secretary, a Treasurer and such other officers as may be elected in accordance with the provision of Section 3 of this Article VI. All officers must be members of the Board of Directors.

Section 2. Election, Term of Office and Qualifications.

Officers shall be elected by the Board of Directors at the Annual Meeting of the Corporation, and officers shall hold office until the next Annual Meeting of the Corporation or until the officer’s successor has been duly elected. Should any officer resign, become incapacitated, die or be removed from office, said office may be filled by the Board of Directors at any regular or special meeting of the Board. Officers may serve a maximum of two (2) consecutive terms.

Section 3. Subordinate Officers and Agents.

The Board of Directors from time to time may elect other officers or agents, each of whom shall hold office for such period, have such authority, and perform such duties as the Board of Directors may delegate.

Section 4. Removal.

The officers specifically designated in Section 1 of this Article VI, and those officers elected in accordance with the provisions of Section 3, Article VI, may be removed, either with or without cause, by vote of a majority plus one of the Directors present and voting at a regular meeting or special meeting at which a quorum is present.

Section 5. Resignations.

Any officer may resign his/her office at any time by giving written notice to the Chair of the Board. Any such resignation shall take effect upon the receipt of such notice. Resignation from an officer’s position will not imply resignation from the Board unless separately specified in the written notice.

Section 6. Vacancies.

A vacancy in any office because of death, resignation, removal, or disqualification, or any other cause shall be filled for the unexpired portion of the term in the manner prescribed by Section 2, Article VI of these Bylaws for regular appointments or elections to such offices.

Section 7. Duties of the Chair.

The Chair shall preside at all meetings of the Board of Directors and the Executive Committee at which he/she may be present. The Chair shall appoint the members of all committees, both standing and special and shall appoint all committee chairs. The Chair shall do and perform such other duties as from time to time may be assigned by the Board of Directors.

Section 8. Duties of the Vice Chair.

At the request of the Chair, or in his/her absence or disability, the Vice Chair shall perform all the duties of the Chair and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chair. The Vice Chair shall perform such other duties and have such authority as from time to time may be assigned to him/her by the Board or Directors.

Section 9. Duties of the Secretary.

The Secretary shall keep the minutes of the meetings of the Board of Directors and the Executive Committee and shall see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law. The Secretary shall be custodian of the records, books, reports, statements, certificates, and other documents of the Corporation and the seal of the Corporation, and see that the seal is affixed to all documents requiring such seal. In general, he/she shall perform all duties and possess all authority incident to the office of Secretary, and shall perform such other duties and have such other authority as from time to time may be assigned to him/her by the Board of Directors.

Section 10. Duties of the Treasurer.

The Treasurer shall serve as the Chair of the Finance Committee and have supervision over the funds, securities, receipts, and disbursements of the Corporation. In the selection process of the Treasurer, preference will be given to Board members with financial/business experience and skills. The Treasurer shall in general perform all duties and have all authority incident to the office of Treasurer and shall perform such other duties and have such other authority as from time to time may be assigned or granted by the Board of Directors. The Treasurer may be required to give a bond for the faithful performance of his/her duties in such form and amount as the Board of Directors may determine.

Section 11. Duties of Officers May Be Delegated.

In case of the absence of any officer of the Corporation or for any other reason that the Board may deem sufficient, a majority of the duly-elected members of the Board may delegate the powers or duties of such officer to any other officer or to any Director.

Section 12. Salaries of Officers.

No officer of the Corporation shall receive a salary for services as an officer of the Corporation.

ARTICLE VII
Committees

Section 1. Executive Committee.

There shall be an Executive Committee consisting of the Officers; Chair, Vice Chair, Secretary and Treasurer, a Member At Large from the Board appointed by the Board, the President/CEO of Coastal AHEC (non-voting); and the President/CEO of New Hanover Regional Medical Center.

The Executive Committee shall have and exercise the authority of the Board of Directors, between its regular quarterly meetings, in the management of the Corporation, except that no Committee, including the Executive Committee, shall have authority as to the following matters:

  1. to rescind any action taken by the Board of Directors
  2. to amend or repeal the Articles of Incorporation or the Bylaws
  3. to merge or consolidate the Corporation
  4. to sell, lease, exchange, mortgage, pledge, or otherwise dispose of any assets, or to voluntarily dissolve the Corporation;
  5. to revoke the voluntary dissolution proceedings; or
  6. to select or remove the President/CEO.

The Executive Committee may adopt its own rules for operation and conduct of its meetings except that it shall meet at least once each quarter no less than two weeks preceding the quarterly Board meetings and that a draft of the minutes of these meetings shall be delivered to the Board members within 10 business days of the meetings.

All actions taken by the Executive Committee shall be reported at the next meeting of the Board of Directors. In addition to its regular quarterly meetings, the Executive Committee may meet on a call basis as determined by the Chair. Voting by facsimile, email, mail, or telephone will be permitted as long as four (4) voting Committee members respond. The Executive Committee shall serve as the Compensation Committee for the Board of Directors and report their actions to the full Board at the next regularly scheduled meeting. Any action taken by facsimile, email, mail, or telephone shall require four (4) affirmative votes.

The Executive Committee will review the Bylaws annually and recommend changes to the full Board if necessary.

Section 2. Finance/Audit Committee.

The Finance/Audit Committee shall consist of at least five (5) members of the Board of Directors, including the Treasurer who shall act as Chair of this Committee. In addition, the Chief Financial Officer and the President/CEO of the Health Sciences Foundation, Inc. shall serve as non-voting advisors and ex-officio members of this Committee. The Committee shall have oversight responsibility for the financial affairs of the Corporation including the annual examination of the financial statements by an external audit firm and monthly monitoring of the general financial operations of the organization. These responsibilities shall include review of the annual operating budget and monitoring performance against the budget on a monthly basis, reviewing all proposed business plans of the organization, oversight of investments including establishing investment policies, engaging the external auditors for the annual examination of the financial statements, review, and recommend to the Board of Directors any contracts entered into that are outside the limits granted to executive management, and any other matters referred to the Committee by the Chair or the Board of Directors.

Section 3. Committee Quorum and Voting.

A majority of the duly appointed members of any committee, both standing and special, shall constitute a quorum for the transaction of business. Action by a majority of the committee members present and voting at a meeting at which a quorum is present shall be the action of the committee.

ARTICLE VIII
Administration

Section 1. President/Chief Executive Officer (CEO).

The Corporation shall employ a President/CEO and delegate to the President/CEO such authority as it deems appropriate. The President/CEO manages the affairs of the Corporation within the approved program and the budget adopted by the Board of Directors.

Section 2. Compliance with Policy and Contract.

In conducting the program and business of the Corporation, the President/CEO and staff shall comply with the policies and procedures established by the Board of Directors to (1) purchasing (2) disbursement of funds (3) accounting methods and procedure (4) personnel and (5) will, in all respects, comply with the subcontract between this Corporation and the New Hanover Regional Medical Center through which the Graduate Medical Education Programs are administered. These subcontracts must be approved by the Board of Directors.

ARTICLE IX
Contracts, Loans, Deposits, Checks, Drafts, Etc.

Section 1. Contracts.

Except as otherwise provided in these Bylaws, the Board of Directors may authorize any officer or officers, agent or agents to enter into any contract or to execute or deliver any instruments on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 2. Loans.

No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name, unless and except as authorized by the Board of Directors. Any officer or agent of the Corporation thereunto so authorized may effect loans or advances for the Corporation and for such loans and advances may make, execute, and deliver promissory notes, bonds, or other evidences of indebtedness of the Corporation. Any such officer or agent, when thereunto so authorized, may mortgage, pledge, hypothecate, or transfer as security for the payment of any and all loans, advances, indebtedness and liabilities of the Corporation any real property and all stocks, bonds, other securities, and other personal property at any time held by the Corporation, and to that end, may endorse, assign, and deliver the same, and do every act and thing necessary or proper in connection therewith. Such authority may be general or confined to specific instances.

Section 3. Deposits.

All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks or trust companies or with such bankers or other depositories as the Board of Directors may select, or as may be selected by any officer or officers, agent or agents of the Corporation to whom such power may from time to time be given by the Board of Directors

Section 4. Gifts.

The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purpose or for any special purpose of the Corporation.

ARTICLE X
General Provisions

Section 1. Corporate Seal.

The corporate seal shall be in such form as shall be approved from time to time by the Board of Directors.

Section 2. Fiscal Year.

The Fiscal Year of the Corporation shall be from July 1 through June 30.

Section 3. Waiver of Notice.

Whenever any notice whatever is required to be given under the provisions of the Non-Profit Corporation Acts of the State of North Carolina or under the provisions of the Articles of Incorporation or the Bylaws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time started therein, shall be deemed equivalent to the giving of such notice.

Section 4. Amendment to Bylaws.

These Bylaws may be amended in any regular or special meeting of the Board of Directors by a majority vote plus one of all of the Directors then in office. Written notice of such meeting, containing a statement outlining the substance of any proposed amendment to the Bylaws, shall be sent to each member of the Board of Directors so as to be received at least five (5) days prior to the meeting wherein the proposed amendment will be considered. These Bylaws may also be amended without advance notice if the amendment is unanimously approved by all of the Directors then in office.

Section 5. Indemnification of Officers, Directors, and Employees.

Every Director, Officer, Employee or Agent of the Corporation, past, present, or future, shall be entitled to indemnification by the Corporation to the fullest extent permitted by the law of North Carolina for all reasonable expenses, including attorney’s fees, and for any liabilities which he/she may incur by reason of being a party, or being threatened to be made a party, to any threatened, pending or completed action, suit or proceedings, whether civil, criminal, administrative or investigative, arising out of the fact that he/she is or was serving as a Director, Officer, Employee or Agent of the Corporation. The Board may authorize the Corporation to purchase liability insurance to fund this indemnification responsibility to the full extent permitted by the laws of the State of North Carolina.

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This page was last updated on July 18, 2006