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Bylaws BY-LAWS OF SHERIDAN COUNTY HEALTH PLUS, INC.
ARTICLE I
NAME AND PRINCIPAL OFFICE
1. NAME
The name of the corporation is: Sheridan County Health Plus, Inc.
2. PRINCIPAL OFFICE
The principal office of Sheridan County Health Plus, Inc. shall be located at 601 James Drive, Plentywood, Montana, until such time that a permanent structure is built. At that time, the principle office will move to that location. Meetings of the directors may be held at such places within the State of Montana as may be designated by the Board of Directors.
ARTICLE II
MEMBERSHIP, PURPOSE, AND MISSION STATEMENT
1. PURPOSE
The Corporation is formed solely for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code to provide a facility that will offer activities to promote physical health and fitness to all community members in the surrounding area.
2. MISSION
To offer individuals, families, and groups of all ages and backgrounds affordable quality exercise options and events that stimulate physical health, fitness and a healthy lifestyle. This will be done through the construction of a quality facility that will provide health education services, exercise options, and open space not presently available to our citizens.
3. GOALS
· Promote health and fitness to improve quality of life through education and physical activity · Provide a safe out-of-home environment for minors · Provide indoor physical activities during our long winters · Provide presently unavailable physical activities · Provide an economic stimulus by creating a new local industry with employees · Provide the opportunity to keep the current workforce healthy resulting in lower health care costs · Provide a stimulus to keep people in the community · Provide maintenance of physical function for the elderly and handicapped through physical activity · Provide hydrotherapy medical care for patients in need · Provide competitive sports activities for all ages not presently available
4. MEMBERS
Pursuant to the Articles of Incorporation, Sheridan County Health Plus, Inc. shall have members.
1. CLASSES OF MEMBERS
Individual, family, group, and guest. Individual members are sole individuals in good standing, family memberships are parents and children age 1 month to 19 years who are still enrolled in school grades K-12. Group membership is a nonprofit entity available only to nonprofit entities. Guest membership are granted for a limited time and are not voting memberships.
2. ELECTION OF MEMBERS
Any individual or group desiring membership shall fill out an application supplied by the corporation. After payment of a fee, the application will be provisionally approved, final approval pending action of the Board at the next scheduled meeting. Final approval will depend on the applicant being in good standing and fulfilling all the requirements of membership as enumerated in rules adopted by the board and subject to change done through Board actions.
3. VOTING RIGHTS
Individual, family and group members will all have one vote per membership. Families and groups of two or more individuals will have one vote. Guest membership has no voting rights.
4. TERMINATION OF MEMBERSHIP
Temporary suspension of membership privileges for cause can be made by a designee of the board and this action can be reversed at a later date by said designee. Following the suspension of privileges of a dues paid member the board shall consider, at the next scheduled meeting, following a hearing at which the said member can have a voice, the permanent termination of said member. Such permanent termination will be made by affirmative vote of two-thirds of all of the members of the board. Said members dues paid are forfeit. Any membership that is not currently paid can be terminated by a simple majority vote of board members present at a duly constituted board meeting.
5. RESIGNATION
Any member may resign by filing a written resignation with the secretary or their designee. Such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments, or other charges theretofore accrued and unpaid.
6. TRANSFER OF MEMBERSHIP
Membership in this corporation is not transferable.
ARTICLE III
BOARD OF DIRECTORS
1. COMPOSITION.
The number of directors comprising the initial Board of Directors shall be seven (7) with two (2) advisors from other local nonprofit entities. These advisors will be selected by a vote of the board of directors from a list supplied by the nominating committee following the committee’s consultation with the other nonprofit entities. These advisors will serve a term of three years and have voting rights. The number of Directors comprising the Board may be changed from time to time by amendment of these Bylaws within the limits fixed by the Articles of Incorporation. No member shall receive any compensation for serving on the Board. Until there is an active membership and a first annual meeting is held, the board of directors will consist of the exploratory committee that has been formed to determine the feasibility of this endeavor.
2. ELECTION OF DIRECTORS
The election of directors shall be held at the meeting prior to the annual meeting in January.
3. TERM OF OFFICE
A term of office shall begin at the annual meeting and shall normally be for three (3) years. A director may be re-elected for a three (3) year term, the objective being, insofar as practical, to have no more than one-third (1/3) of the Directors replaced at any one time. To implement an orderly rotation of terms, the first board member's term will end at 36 months, the second board member's term at 37 months, the third board member's term at 38 months, and so on, continuing in a like monthly manner, until the seventh and final board member's term will expire at the end 42 months.
4. REMOVAL
Any director may be removed, with or without cause, by a two-thirds (2/3) vote by ballot, at a regular or special meeting of the Boards, provided that notice of the intent to call for such a vote naming the Director is given at least twenty-four (24) hours prior to the meeting.
A Director may be dismissed from the board upon missing three (3) consecutive unexcused regular meetings, or five (5) unexcused regular meetings in any fiscal year. A Director so dismissed may file a petition for reinstatement, stating the reasons for the absence; provided said petition is received by the Board within twenty (20) days of the date the Director is notified of his dismissal. Said notification shall mean physical delivery of a written statement or a signed receipt of a registered or certified letter. A director so dismissed shall be reinstated upon a two-thirds (2/3) ballot vote by the Board in favor of reinstatement.
5. ENUMERATED POWERS
In managing the affairs of Sheridan County Health Plus, Inc, the Board shall specifically have, but not be limited to, the power to:
A. Adopt standing rules. B. Employ individuals. C. Procure and maintain liability insurance to protect its members in the performance of their duties, and hazard insurance to protect *'s property. D. Procure and maintain bonds for persons having custody of funds. E. Authorize disbursement of funds. F. Disburse rewards to individuals as authorized by the Board of Directors after reasonably satisfying themselves as to the identity of the recipient.
ARTICLE IV
MEETINGS OF DIRECTORS
1. REGULAR MEETINGS
The Board of Directors shall hold no less than nine (9) regular meetings, including the annual meeting in January of each fiscal year. Normally, regular meetings will be held on a monthly basis. The regular location for all meetings shall be at 601 James Drive, Plentywood, Montana. The date, time, and location of the regular meetings can be changed by the Chairman of the Board by twenty-four (24) hours advance notice.
2. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by the Chairman with at least twenty-four (24) hours' notice, or by any four (4) Board members with at least five (5) days' written notice by the Chairman or at least four (4) Board members shall include a statement of the purpose of the meeting as well as the date, time, and location of the special meeting.
3. QUORUM
A quorum shall be a majority of the number of members of the board of Directors then fixed by these Bylaws, excluding vacancies, provided however, a quorum shall not be less than one-third (1/3) of the number of Directors then fixed by these Bylaws.
ARTICLE V
OFFICERS AND DUTIES
1. OFFICERS
The officers of Sheridan County Health Plus, Inc, who shall be Directors, shall be a Chairman of the Board, a Vice Chairman, a Secretary-Treasurer, and such other officers as the Board may elect from time to time to carry out the affairs of Sheridan County Health Plus, Inc.
2. TERM Officers shall be elected at the annual meeting. A term of office shall be for one year and shall begin at the annual meeting.
3. VACANCIES
A vacancy shall be filled by ballot vote of the Board from a slate presented by the nominating committee. The individual elected shall serve for the remainder of the term of the member he or she replaces. No name shall be placed into nomination without the consent of the nominee.
4. DUTIES AND POWERS
The officers shall perform the duties and exercise the powers prescribed by the Articles of Incorporation, these Bylaws, and parliamentary authority adopted herein and those assigned by the Board or which normally pertain to the office. These duties and powers shall include, but not be limited to, the following:
ARTICLE V.
SECTION 4
AMENDMENT 1
1. DUTIES OF OFFICERS
CHAIRMAN: The Chairman shall be the principle officer of Sheridan County Health Plus, Inc. The Chairman shall preside at all meetings of the Board of Directors and the Executive Committee; shall co-sign all checks, promissory notes and contracts; shall appoint standing committee chairman and members, except for the nominating committee, and create special committees and appoint chairmen and members thereof as the need arises; and, shall be the ex-officio member of every committee except the nominating committee.
VICE-CHAIRMAN: The Vice-chairman shall assume such duties as may be assigned by the Chairman, the Board of Directors or the Executive Committee. The Vice-Chairman, in the absence of the Chairman, shall create special committees and appoint chairmen and members thereof as the need arises, and fill vacancies on the standing committees except for the nominating committee.
SECRETARY-TREASURER: The Secretary-Treasurer shall record the proceedings of all meetings of the Board of Directors and Executive Committees. The Secretary-Treasurer shall provide each member of the Board with a copy of the minutes of each Board of Directors meeting; shall assume such duties as may be assigned by the Chairman, the Board of Directors, or the Executive Committee; shall be custodian of all funds; shall make a financial report at each meeting of the Board of Directors; and, shall co-sign all checks, promissory notes and contracts.
ARTICLE VI
COMMITTEES
1. STANDING COMMITTEES
There shall be standing committees to deal with the following subjects:
1. Fund raising 2. History and Records 3. Publicity 4. Bylaws and Standing Rules and any additional ones may be created by amendment to these Bylaws. The Chairmen shall be members of the Board, but additional members need not be.
2. SPECIAL COMMITTEES
Special committees may be created by the Chairman of the Board of Directors. The Chairmen shall be members of the Board, but additional members need not be.
3. EXECUTIVE COMMITTEES
There shall be an Executive Committee composed of the three (3) officers and three (3) additional Directors, elected by ballot vote of the Board of Directors at the first regular board meeting following the annual meeting. The Executive Committee, in an emergency, shall have all the powers of the Board between meetings. Meetings may be called by the Chairman or by any two (2) members of the committee, and three (3) members shall constitute a quorum.
4. NOMINATING COMMITTEE
1. MEMBERSHIP
A nominating committee of three (3) members of the Board shall be elected by a ballot vote of the Board of Directors, immediately upon adoption of the Bylaws and thereafter at the first regular meeting following the annual meeting in January. A plurality vote shall elect, and the member receiving the highest number of votes shall serve as the chairman.
2. DUTIES
The nominating committee shall continually screen and consider the qualifications of potential candidates for members of the Board of Officers of Sheridan County Health Plus, Inc. They shall from time to time throughout the year, submit to the members of the Board, for their comment, the names of persons recommended for membership. The committee shall carry out the responsibilities assigned to it under Article VII, Nominations and Elections. To assure proper screening and consideration of candidates for the Board, members of the Board shall make recommendation to the nominating committee at least thirty (30) days prior to the election.
ARTICLE VII
NOMINATIONS AND ELECTIONS
1. NOMINATION
The nominating committee, after obtaining the consent of each candidate, shall distribute to each Board member, at least twenty-five (25) days prior to the meeting at which a Board member is to be elected, a notice setting forth at least one candidate for each of the Board positions to be filled, setting forth the terms of each, where appropriate.
2. ELECTION
The ballot submitted to the Board by the Nominating Committee shall include all the nominees selected under Section 1 and 2 hereof and a plurality vote shall elect. A Board member may deliver an absentee ballot to the Secretary prior to the time the vote is taken.
3. VACANCIES
If vacancies occur, they shall be filled in accordance with the provisions of this article.
4. NOTIFICATION
The nominating committee shall promptly notify candidates of the outcome of the election.
ARTICLE VIII
CONTRIBUTIONS AND DEPOSITORIES
1. OPERATING FUNDS
As stated in the Articles of Incorporation for Sheridan County Health Plus, all monies received by the corporation will be handled lawfully as permitted by the Internal Revenue Code under section 501(c)(3). The source of funds will be from individual charitable contributions with no one source providing over 50% of the funds unless that source is another 501(c)(3) entity, membership dues and assessments, fees for services provided, and earnings on deposited funds. Any funds generated in excess of those required to operate the facility will be placed in accounts for repair and replacement, structural improvements, scholarships for needy individuals, or returned to members through lower membership fees.
It is the intent of the corporation to collect enough funds to construct a quality facility without having to encumber the corporation with a long term debt. This will allow lower operating costs and allow lower membership dues that will enable more of the community population to enjoy membership.
No part of the Corporation’s net earnings will inure to the benefit of members, directors, or other private persons except that the Corporation shall pay reasonable compensation to the staff for services rendered.
2. CONTRIBUTIONS
Any contributions, bequests or gifts made to the Sheridan County Health Plus, Inc. shall be accepted or collected and deposited only in such manner as shall be designated by the Board of Directors.
3. DEPOSITORIES
The Board of Directors shall determine what depositories shall be used by Sheridan County Health Plus, Inc. as long as such depositories are located within the State, are authorized to transact business by the State of Montana and are federally insured. All checks and orders for the payment of money from said depositories shall bear the signature of the Chairman or the Chairman's nominee, and said countersigned by the Secretary-Treasurer, or the Secretary-Treasurer's nominee; such nominees having been approved in advance by the Board of Directors.
ARTICLE IX
EXECUTION OF CONTRACTS
All contracts and evidences of debt may be executed only as directed by the Board of Directors. The Chairman and Secretary-Treasurer shall execute, in the name of Sheridan County Health Plus, Inc., all contracts or other instruments so authorized by the Board of Directors.
ARTICLE X
FISCAL YEAR
Sheridan County Health Plus, Inc. shall operate on a fiscal year beginning January 1st.
ARTICLE XI
PARLIAMENTARY RULES
Roberts Rules of Order, newly revised, shall be the parliamentary authority for all matters or procedures not covered by the Articles of Incorporation, these Bylaws or special rules of procedure adopted by the Board of Directors.
ARTICLE XII
AMENDMENTS
These Bylaws can be amended by a two-thirds (2/3) vote of the Board of Directors at any regular meeting provided that the amendment has been submitted to the Board in writing at the previous regular meeting.
We hereby certify that the foregoing Bylaws were adopted by the Board of Directors of Sheridan County Health Plus, Inc. on the _____________day of _____________________________, 200_______, in their original form and have been amended as indicated.
___________________________________________ Kirk Stoner Chairman of the Board of Directors SHERIDAN COUNTY HEALTH PLUS, INC
ATTESTED BY: __________________________________________ Date: __________ Casey Peterson Vice-Chairman of the Board of Directors SHERIDAN COUNTY HEALTH PLUS, INC
ATTESTED BY: __________________________________________ Date: ___________ Kordelia French Secretary SHERIDAN COUNTY HEALTH PLUS, INC
ADDENDUM I
CONFLICT OF INTEREST POLICY
ARTICLE I
PURPOSE The purpose of the conflict of interest policy is to protect this tax-exempt organization's (Organization) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
1. INTERESTED PERSON
Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
If a person is an interested person with respect to any entity in the health care system of which the organization is a part, he or she is an interested person with respect to all entities in the health care system.
2. FINANCIAL INTEREST
A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
1. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement, 2. Compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or 3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
ARTICLE III
1. DUTY TO DISCLOSE
In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
2. DETERMINING WHETHER A CONFLICT OF INTEREST EXISTS
After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
3. PROCEDURES FOR ADDRESSING THE CONFLICT OF INTEREST
1. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
2. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
3. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
4. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
4. VIOLATIONS OF THE CONFLICTS OF INTEREST POLICY
1. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
2. If, after hearing the member's response and after making further investigation a warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
ARTICLE IV
The minutes of the governing board and all committees with board delegated powers shall contain:
1. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board's or committee's decision as to whether a conflict of interest in fact existed. 2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
ARTICLE V
A. A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member's compensation.
B. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member's compensation.
C. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
D. Physicians who receive compensation from the Organization, whether directly or indirectly or as employees or independent contractors, are precluded from membership on any committee whose jurisdiction includes compensation matters. No physician, either individually or collectively, is prohibited from providing information to any committee regarding physician compensation.
ARTICLE VI
Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
A. Has received a copy of the conflicts of interest policy, B. Has read and understands the policy, C. Has agreed to comply with the policy, and D. Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
ARTICLE VII
To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
A. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's length bargaining.
B. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
ARTICLE VIII
When conducting the periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
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