|
By-Laws of Health
Sciences Foundation, Inc.
-
- 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:
- to rescind any action taken by the
Board of Directors
- to amend or repeal the Articles of
Incorporation or the Bylaws
- to merge or consolidate the
Corporation
- to sell, lease, exchange, mortgage,
pledge, or otherwise dispose of any assets, or to voluntarily
dissolve the Corporation;
- to revoke the voluntary dissolution
proceedings; or
- 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.
hsfbylawsfinal51906
|
