Bylaws of the Ithaca Health Alliance
A New York State Not-for-Profit Corporation
NAME, NATURE AND PRINCIPAL OFFICE
Section 1.1. Name
The name of the corporation is Ithaca Health Alliance, Inc. (“Corporation”).
Section 1.2. Nature
The Corporation is a not-for-profit corporation incorporated under the laws of the State of New York.
Section 1.3. Offices
The principal office of the Corporation is located at 521 West Seneca Street, City of Ithaca, State of New York. The Corporation may establish such other offices as the Corporation’s Board of Directors shall determine from time to time.
PURPOSES AND POLICY
Section 2.1. Purposes
The purposes of the Corporation are as set forth in its Certificate of Incorporation.
Section 2.2. Nonprofit Policy
The Corporation shall not be operated for profit, and all of its properties, assets, and facilities shall be devoted to the purposes for which it is organized. The Corporation shall refuse or renounce all grants, gifts, devises, bequests, and legacies, the acceptance of which would cause it to be treated as other than a charitable organization qualified under Section 501(c)(3) of the Internal Revenue Code of 1986 or any similar section in any subsequent federal tax law.
Section 2.3. Reservation of Powers by the Corporation
All grants, gifts, devises, bequests, and legacies (each a “Grant”) to the Corporation are made and accepted subject to all the terms, restrictions, requirements, and powers contained in these Bylaws and the Corporation’s Certificate of Incorporation, as such documents may be amended from time to time, whether before or after the making of such Grants, and the donor, grantor, or testator, by making such Grant and in consideration of the acceptance thereof by the Corporation, accepts and agrees to such terms, restrictions, requirements, and powers.
BOARD OF DIRECTORS
Section 3.1. Number
The number of Directors of the Corporation shall not be less than three (3) and not more than thirteen (13), and, subject to such minimum, may be fixed by resolution of a majority of the entire Board of Directors, provided that no decrease shall shorten the term of any incumbent. Each Director shall be at least eighteen (18) years of age.
Section 3.2. Meetings
The Board of Directors shall hold its annual meeting during the month of March on a date and at a place and time determined by the Board. Such annual meeting of the Board of Directors shall be held on at least two (2) weeks’ personal, written, telephonic, telefax, or electronic notice to each Director.
Regular meetings of the Board of Directors may be held without formal notice at such times and such places as the Board shall determine. Special meetings of the Board of Directors shall be held upon the written request of the President or any two (2) Directors at the time and place stated in the respective notice thereof and, at such meetings, any business of the Corporation may be transacted.
Section 3.3. Notice of Special Meeting
Notice of each special meeting of the Board of Directors shall be served personally or by mail, telephone, telefax, or by electronic medium upon each Director at least one (1) day before the date of the meeting and shall state the time when and the place where the meeting is to be held.
Section 3.4. Waiver of Notice of Meetings
Notice of any meeting of the Board of Directors may be waived by a Director by his or her submission of a written waiver of notice either before or after the meeting. If submitted in hard copy, a waiver of notice must have the signature of the Director waiving notice of a meeting affixed to it. If submitted electronically, a waiver need not bear the waiving Director’s signature if the information submitted with the waiver or the means of its submission are such that it can be reasonably determined that the submission was authorized by such Director. A Director who attends a meeting without protesting, prior to the meeting or at its commencement, the lack of notice to him or her, shall be deemed to have waived such notice.
Section 3.5. Powers
The Board of Directors shall have and may exercise full power over the management and control of the business and affairs of the Corporation.
Section 3.6. Personal Attendance by Conference Communication Equipment
Any one or more members of the Board of Directors or any committee thereof may participate in a meeting of the Board or such committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time and to participate in all matters before the Board of Directors at such meeting. Participation by such means shall constitute presence in person at the meeting.
Section 3.7. Quorum, Action of the Board
A majority of the entire Board of Directors shall constitute a quorum at any meeting of the Board of Directors, but fewer than a quorum shall have power to adjourn any meeting without notice other than announcement at the meeting adjourned, until a quorum is present. The act of a majority of the Directors present at any duly called and held meeting of the Board of Directors at which a quorum is present shall be an act of the Board, except as may be otherwise specifically provided by law or herein.
Section 3.8. Action by Board Without Meeting
Any action required or permitted to be taken by the Board of Directors or a committee thereof may be taken without a meeting if all members of the Board or committee consent in writing to the adoption of a resolution authorizing the action. If a Director’s consent to an action is transmitted in hard copy, it must have the signature of such Director affixed to it. If submitted electronically, a Director’s consent need not bear the Director’s signature if the information submitted with the consent or the means of its submission are such that it can be reasonably determined that the submission was authorized by such Director. The resolution and the written consents thereto by the members of the Board of Directors or committee shall be filed with the Minutes of the proceedings of the Board or committee.
Section 3.9. Appointment and Term
Each Director shall be elected by a majority of the Directors of the Corporation present in person at the annual meeting of the Board of Directors and shall hold office until the second (2nd) annual meeting of the Board of Directors following the date of his or her election and until his or her respective successor shall have been elected and shall have qualified. Directors filling vacancies may be so elected at any regular or special meeting of the Board of Directors and shall hold office until their respective successors shall have been elected and shall have qualified. Vacancies occurring in the Board of Directors for any cause, including, but not limited to, increases in the number of Directors constituting the Board of Directors, may also be filled by the vote of a majority of the remaining Directors, although less than a quorum.
Section 3.10. Removal and Resignation
A Director may resign at any time, and every Director shall be subject to removal, without cause assigned, by the vote of two-thirds (2/3) of the entire Board of Directors.
Section 3.11. Committees
The Board of Directors shall have power to appoint from among its members such committees as it may deem necessary or desirable in the performance of its duties and to delegate to such committees such powers as the Board shall deem necessary or desirable. Each committee shall consist of not fewer than three (3) Directors. The Board of Directors shall also have power to appoint, from time to time, such advisory committees (members of which need not be Directors), as it may deem necessary or advisable, to assist or advise the Board with respect to the performance of its duties. Advisory committees shall have no authority to bind the Board of Directors.
Section 3.12. Compensation of Directors
No Director shall receive, directly or indirectly, any compensation or other payment from the Corporation for his or her service as a Director, unless authorized by the concurring vote of two-thirds (2/3) of the entire Board of Directors, and in no event shall any compensation or payment be paid or made except for reasonable compensation for services actually rendered or reimbursement for disbursements actually incurred.
Section 3.13. Annual Report
The President and Treasurer shall present at each annual meeting of the Board of Directors a report, verified by the President and Treasurer or by a majority of the Directors, setting forth in appropriate detail the following:
(a)The assets and liabilities, including the trust funds, of the Corporation as of the end of a twelve (12) month fiscal period terminating not more than six (6) months prior to said meeting.
(b) The principal changes in assets and liabilities, including trust funds, during the year immediately preceding the date of the report.
(c) The revenue or receipts of the Corporation, both restricted and unrestricted to particular purposes for the year immediately preceding the date of the report.
(d) The expenses or disbursements of the Corporation, for both general and restricted purposes, during the year immediately preceding the date of the report.
The annual report of the Directors shall be filed with the Minutes of the annual meeting of the Board of Directors.
Section 4.1. Officers
The Board of Directors shall elect from among the Directors a Chairman and/or President and one (1) or more Vice Presidents, and shall also elect or appoint a Secretary and a Treasurer, neither of whom need be Directors of the Corporation. The Board of Directors may also appoint such other officers, none of whom need be Directors of the Corporation, as the Board or a duly authorized committee of the Board may from time to time determine. Any two (2) or more offices, except those of President and Secretary, may be held by the same person.
Section 4.2. Honorary Officers
The Board of Directors shall have the power at any time to create honorary offices and to elect honorary officers.
Section 4.3. Power of Officers
(a) The President shall preside at all meetings of the Board of Directors and shall be charged with the general supervision of the activities of the Board and its committees, subject to the direction of the Board.
(b) The Vice President or, if there be more than one Vice President, the person elected as senior Vice President, shall, in the absence of the President, perform the functions and have the powers and duties of the President. The Vice President or Vice Presidents shall have such other powers and perform such other duties as may from time to time be prescribed by the Board of Directors.
(c) The Secretary shall keep the Minutes of all meetings of the Board of Directors, shall have custody of the seal of the Corporation, shall affix the same to documents when authorized to do so, and shall perform all other duties usual to that office.
(d) The Treasurer shall arrange for the custody of the Corporation’s funds, shall review the Corporation’s financial statements and shall perform all other duties customary to that office. Such checks or drafts as may be necessary for the conduct of the affairs of the Corporation shall be signed by the Treasurer or such other officer or officers of the Corporation as may be authorized from time to time by resolution of the Board of Directors.
(e) The other officers of the Corporation shall have the powers and perform the duties that usually pertain to their respective offices or as may from time to time be prescribed by the Board of Directors.
(f) The Board may require any officer to furnish a bond or other security for the faithful performance of his or her duties.
Section 4.4. Compensation of Officers
No officer of the Corporation shall receive, directly or indirectly, any compensation or other payment from the Corporation for his or her service as an officer, unless authorized by the concurring vote of two-thirds (2/3) of the entire Board of Directors, and in no event shall any compensation or payment be paid or made except for reasonable compensation for services actually rendered or reimbursement for disbursements actually incurred.
Section 4.5. Election and Appointment of Officers
The elected officers of the Corporation shall be elected by the Board of Directors at the annual meeting of the Board of Directors; provided, however, that vacancies in any office may be filled at any regular or special meeting of the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors shall have been elected and shall have qualified, unless removed from office prior thereto by action of the Board.
Section 4.6. Removal of Officers
Any officer may be removed by the Board of Directors with or without cause at any time.
Section 5.1. Indemnification
To the fullest extent permitted by law, the Corporation shall indemnify each natural person, or if deceased, his or her personal representative, made or threatened to be made a party to any action or proceeding, whether civil or criminal, including an appeal therein, against the reasonable expenses, legal expenses and disbursements, judgments, fines, and amounts paid in settlement thereof if such person is made or threatened to be made a party by reason of the fact that he or she or his or her testator or intestate is or was: (1) an officer, director, or employee of the Corporation, or (2) an officer, director, or employee of or served in any capacity in any other corporation, partnership, joint venture, trust, or other enterprise, at the request of this Corporation, or (3) the occupant of a position or a member of a committee or of a board or a person having responsibilities under federal or state law who was appointed to or served in or assumed the responsibility of such position or to such committee or board or at the request or direction of the Board of Directors, provided only that such person acted in good faith and in furtherance of a purpose which he or she reasonably believed would be in the best interests of the Corporation or in the case of service for any other corporation or any partnership, joint venture, trust, or other enterprise, not opposed to the best interests of this Corporation, and, in criminal proceedings, had no reasonable cause to believe that his or her conduct was unlawful.
Section 5.2. Insurance
The Corporation may purchase insurance to protect itself against the liability and risks assumed pursuant to this Article. The Corporation’s obligations under this Article shall be reduced by the amount of any insurance which is available to any person entitled to indemnification under Section 5.1, whether such insurance is purchased by the Corporation or otherwise. The right of indemnity created herein shall be personal to the officer, director, employee, or other person and his or her respective legal representatives, and in no case shall any insurance carrier be entitled to be subrogated to any rights created herein.
CONFLICTS OF INTEREST
Section 6.1. Related Party Transactions
The Corporation shall not enter into any Related Party Transaction (defined below) except as may be permitted by this Article, and any such contract or transaction entered into without such consent shall be void. The term “Related Party Transaction” means a transaction with (a) any officer, Director, or key employee, or (b) any third party of which an officer, Director, or key employee is a director, shareholder, member, manager, trustee, or partner or in which an officer, Director, or key employee holds any financial or equity interest, in which there is the payment of consideration, the transfer of money or property (or any interest therein), or the rendering of services by the Corporation. An officer, Director, or key employee’s ownership of securities traded on a public securities exchange constituting ten per cent (10%) or less, by vote or by value, of all voting securities issued and outstanding of a third party shall not, by itself, make a transaction with the issuer of such securities a Related Party Transaction.
Section 6.2. Disclosure of Related Party Transactions
Each Director, officer, and key employee of the Corporation shall have the duty to notify the Board of Directors of his or her direct or indirect pecuniary interest in any transaction or proposed transaction involving the Corporation promptly upon his or her discovery of the same.
Section 6.3. Authorization of Related Party Transactions
If a Related Party Transaction is proposed in which any person described in the second sentence of Section 6.1 has any substantial financial interest, the Board of Directors or an authorized committee thereof shall:
(a) Prior to entering into the transaction, consider similar transactions with other persons and alternatives to the proposed transaction, to the extent available;
(b) Approve the transaction by not less than two-thirds (2/3) of the entire Board of Directors; and
(c) Contemporaneously document in writing the basis for the Board of Directors’ or the committee’s approval of the transaction, including, but not limited to, its consideration of alternative transactions.
No Director, officer, or key employee shall be present at or participate in deliberations on or voting on the Corporation’s participation in any Related Party Transaction. Moreover, any such person is prohibited from attempting to improperly influence such deliberations or voting. Directors interested in a Related Party Transaction may be counted in determining the presence of a quorum at a meeting of the Board or of a committee at which the Related Party Transaction is considered and authorized.
Section 6.4. Annual Disclosure of Potential Conflicts of Interest
Prior to his or her initial election to the Board of Directors and annually thereafter on or about the time of the annual meeting of the Board of Directors, a Director shall prepare and submit to the Secretary a signed written statement identifying, to the best of the Director’s knowledge, any entity of which such Director is an officer, director, trustee, member, owner, partner, or employee and with which the Corporation has a relationship and any transaction in which the Corporation is a participant and in which the Director might have a conflicting interest.
Section 7.1. Fiscal Year
The fiscal year of the Corporation shall end on the 31st day of December of each year.
Section 7.2. Purchases, Sales, Mortgages and Leases of Real Property
Any purchase, sale, mortgage, or lease of real property by the Corporation must be approved by the vote of two-thirds (2/3) of the entire Board, unless the Not-For-Profit Corporation Law of the State of New York shall require a lesser vote.
Section 7.3. Disposition of All or Substantially All Assets
Any sale, lease, exchange, or other disposition of all or substantially all of the assets of the Corporation shall be approved by the vote of at least two-thirds (2/3) of the entire Board of Directors or such lesser or greater vote as shall be required under the Not-For-Profit Corporation Law and shall be made subject to and only after all other necessary approvals have been obtained, including, without limitation, such approvals as may be required under the Not-For-Profit Corporation Law.
Section 7.4. Books and Records
The Corporation shall maintain complete books and records of account and Minutes of the proceedings of its Board of Directors and of all committees of the Board of Directors at its principal office.
Section 8.1. Amendments
These Bylaws may be amended or repealed, in whole or in part, by the vote of two-thirds (2/3) of the Directors present at any meeting of the Board of Directors at which a quorum is present, provided that written notice of the proposed amendment or repeal shall have been furnished to each Director in the notice of such meeting.