BYLAWS COMMUNITY HEALTH ASSOCIATION OF MOUNTAIN/PLAINS STATES (CHAMPS)

Transcription

1 BYLAWS OF COMMUNITY HEALTH ASSOCIATION OF MOUNTAIN/PLAINS STATES (CHAMPS) Adopted by CHAMPS Board Members February 19, 1985 Amended March 21, 1987 Amended July 24, 1987 Amended October 16, 1990 Amended November 15, 1991 Amended October 9, 1993 Amended October 7, 1994 Amended November 7, 1996 Amended October 14, 2001 Amended October 19, 2003

2 BYLAWS OF COMMUNITY HEALTH ASSOCIATION OF MOUNTAIN/PLAINS STATES ARTICLE I NAME 1.1 Name. The name of the Corporation is Community Health Association of Mountain/Plains States (CHAMPS). 1.2 Business Offices. The principal office of the Corporation shall be located in Colorado. The Corporation may have such other offices, either within or outside Colorado, as the Board of Directors may designate, or as the affairs of the Corporation may require from time to time Registered Office. The registered office of the Corporation, required by the Colorado Non-profit Corporation Act to be maintained in Colorado may be, but need not be, identical with the principal office, if in Colorado, and the address of the registered office may be changed, from time to time, by the Board of Directors. 1.4 Mission Statement. The mission of the Corporation is to provide a coordinating structure that would be of service to those non-profit primary health care programs, whose primary purpose is to serve the medically indigent and medically underserved of Colorado, Wyoming, Montana, Utah, North Dakota and South Dakota; and, to those State Primary Care Associations that assist non-profit primary health care programs. 1.5 Fiscal Year. The fiscal year of the Corporation shall be from April 1st to March 31st. ARTICLE II BOARD OF DIRECTORS 2.1 General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors, except as otherwise provided in the Colorado Non-profit Corporation Act, the Articles of Incorporation, or these Bylaws. 2.2 Number, Qualification, Privileges and Election. The number of organizational members of the Corporation shall be no less than five (5). Every member of the Board of Directors shall be an organization which maintains a primary health care program in Colorado, Wyoming, Montana, Utah, North Dakota or 1

3 South Dakota, that is supported by the Bureau of Primary Health Care of the United States Public Health Service; other public or private non-profit primary health care organizations dedicated to serving the medically indigent and medically underserved; and, State Primary Care Associations that assist nonprofit primary health care programs. The membership of any Board member shall terminate automatically, if such member ceases to qualify as an organization maintaining a primary health care program in Colorado, Wyoming, Montana, Utah, North Dakota or South Dakota, that is supported by the Bureau of Primary Health Care of the United States Public Health Service; other public or private non-profit primary health care organizations; and, State Primary Care Associations that assist non-profit primary health care programs. New organizational members may be elected to membership, at any time, by the vote of a majority of all members then entitled to vote thereon. Each organization shall designate two (2) representatives, one (1) administrative and one (1) clinical, to serve on the Board of Directors. Additionally, any recognized section(s) of CHAMPS shall designate one (1) representative to serve on the Board of Directors. Additionally, any member State Primary Care Association shall have two representatives, who shall be the Executive Director of such organization (or his/her designee) and a representative chosen by the Executive Director or the President of the Association. These section representatives shall not be counted toward the number of representatives required for a quorum. Persons representing organizational members must be at least eighteen (18) years old, but need not be residents of Colorado, Wyoming, Montana, Utah, North Dakota or South Dakota. 2.3 Regular Meetings. A regular annual meeting of the Board of Directors shall be held each year in the Fall, usually in conjunction with the Region VIII grantee meeting, for the purpose of electing officers and for the transaction of such other business as may come before the meeting. The Board of Directors may provide, by resolution, the time and place, either within or outside Colorado, for the holding of regular meetings. 2.4 Special Meetings. Special meetings of the Board of Directors may be called by, or at the request of, the President, or one-third (1/3) of the members. The person or persons authorized to call special meetings of the Board of Directors may fix any location as the place, either within or outside Colorado, for holding any special meeting of the Board, called by them. 2.5 Notice. Notice of each meeting of the Board of Directors stating the place, day and hour of the meeting, shall be given to each Director at least five (5) days prior to the meeting, by the mailing of written notice or by Quorum. A simple majority of the members, after due notice has been given, shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, and the vote of a majority of the members at a meeting at 2

4 which a quorum is present, shall be the act of the Board of Directors. If less than a quorum is present at a meeting, a majority of the members present may adjourn the meeting without further notice, other than an announcement at the meeting, until a quorum shall be present. 2.7 Voting and Proxies. A. Voting. Each Organizational Member is entitled to two (2) votes on each matter submitted to a vote of the members entitled to vote thereon. B. Proxies. At each meeting of the voting members, a member entitled to vote may vote by proxy. Such proxy shall be filed with the Secretary of the Corporation before, or at the time of, the meeting. A proxy vote may also be telephoned to the Secretary of the Corporation, authorizing a specific member to vote in proxy for the member. The telephone proxy must be followed by written authorization of the proxy, submitted no less than thirty (30) days from the date of the meeting in which the proxy vote was presented. Participation via proxy shall constitute presence in person at the meeting. Proxies shall be counted towards the determination of a quorum. 2.8 Compensation. Members shall not receive compensation for their services as such, although the reasonable expenses of members for attendance at Board meetings may be paid or reimbursed by the Corporation. Members shall not be disqualified to receive reasonable compensation for services rendered to, or for the benefit of, the Corporation in any other capacity. 2.9 Meetings by Telephone. Members of the Board of Directors, or any committee thereof, may participate in a meeting of the Board, or committee, by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at the meeting Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors, or any committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Board members, or committee members, entitled to vote, with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote of the Directors or committee members. Such written consent may be in the form of . ARTICLE III COMMITTEES 3

5 3.1 Executive Committee. There shall be an Executive Committee of the Board of Directors. A. Composition. The Executive Committee shall be composed of all duly elected officers; plus the Immediate Past President; and, a clinical representative. No State may have more than one (1) officer to represent the State, excluding the past presidency and clinical representative slots. The states having no officer elected will appoint their representative to the Executive Committee, to make a total of eight (8) committee members. B. Authority. The Executive Committee shall have the authority to take all the actions which the Board of Directors has authority to take, except: a. approval of the Corporation's annual budget; b. authorization of distributions; c. election, appointment, and removal of any director; d. amendment of the articles of incorporation; e. amendment of the bylaws; f. approval of a plan of merger not requiring member approval; g. approval of a sale, lease, exchange, or other disposition of all or substantially all of CHAMPS property; and h. approval of, or proposition to members of, any action that must be approved of by the members. The delegation of authority to the Executive Committee shall not operate to relieve the Board of Directors, or any member of the Board, from any responsibility imposed by law. Actions taken by the Executive Committee shall be reported to the Board of Directors. C. Voting. Each individual member of the Executive Committee will be allowed one (1) vote. D. Quorum. A minimum of four (4) committee members shall be necessary to constitute a quorum for the conduct of business. Participation via proxy shall constitute presence in person at the meeting. Proxies shall be counted towards the determination of a 4

6 quorum. 3.2 Other Committees. By one or more resolutions, the Executive Committee (or the Board of Directors) may designate one or more other committees, each of which, to the extent provided in the resolution establishing such committee, shall have, and may exercise, all of the authority of the Executive Committee, except as prohibited by statute. ARTICLE IV OFFICERS AND AGENTS 4.1 Number and Qualifications. The officers of the Corporation shall be the Immediate Past President, President, Vice President, Secretary and Treasurer, and the Chair of the Mountain/Plains Clinical Network, and shall be individuals elected from among the organizational members of the Board of Directors. The Executive Committee may elect or appoint such additional agents as they may consider necessary to carry out the business of the Corporation. All officers must be at least eighteen (18) years old and must be individual members of the Corporation. 4.2 Election and Term of Office. At least thirty (30) days prior to the CHAMPS annual meeting, each member organization will elect their two (2) voting representatives, one (1) administrative and one (1) clinical, except for the State Primary Care Associations, which shall elect any two (2) voting representatives, or have their one representative be entitled to two (2) votes, for the CHAMPS Board of Directors. At the Corporation's annual meeting, the Board of Directors will elect officers for president, vice president, secretary, and treasurer from this group. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Each officer shall hold office for a two year term, and until his/her successor shall have been duly elected and shall have qualified, or until his earlier death, resignation or removal Removal. Any officer or agent may be removed by a unanimous vote of the remaining members of the Executive Committee whenever, in its judgement, the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not in itself create contract rights. 4.4 Vacancies. Any officer may resign at any time, subject to any rights or obligations under any existing contracts between the officer and the Corporation, by giving written notice to the President or to the Executive Committee. An officer's resignation shall take effect at the time specified in 5

7 such notice, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. A vacancy in any office, however occurring, may be filled by the Executive Committee for the unexpired portion of the term. 4.5 Authority and Duties of Officers. The officers of the Corporation shall have the authority, and shall exercise the powers and perform the duties specified below, and as may be additionally specified by the President, the Board of Directors or these Bylaws, except that in any event such officer shall exercise such powers and perform such duties as may be required by law. A. President. The President shall, subject to the direction and supervision of the Board of Directors: (i) be the Chief Executive Officer of the Corporation, and have general and active control of its affairs and business, and general supervision of its officers, agents and employees; (ii) preside at all meetings of the Board of Directors; (iii) see that all orders and resolutions of the Board of Directors are carried into effect; (iv) perform all other duties incident to the Office of President, and as, from time to time, may be assigned to him/her by the Board of Directors; and (v) shall have the authority to establish ad hoc committees, and appoint members to such committees as, from time to time, is necessary to manage the business of the Corporation. B. Immediate Past President. The Immediate Past President shall: (i) assist the President to continue association business as established during preceding terms; and (ii) shall perform such duties as assigned to him/her by the President. C Vice-President. The Vice-President shall assist the President and shall perform such duties as may be assigned to him/her by the President or by the Board of Directors. The Vice-President shall, at the request of the President, or in his/her absence, or inability or refusal to act, perform the duties of the President, and when so acting, shall have all the powers of, and be subject to, all the restrictions upon the President. D. Secretary. The Secretary shall: (i) keep the minutes of the proceedings of the members, the Board of Directors and any committees of the members of the Board; (ii) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (iii) be custodian of the corporate records and of the Seal of the Corporation; (iv) keep, at the Corporation's registered office or principal place of business, a record containing the names and addresses of all members; and (v) in general, 6

8 perform all duties incident to the office of Secretary and such other duties as, from time to time, may be assigned to him/her by the President or by the Board of Directors. Assistant Secretaries, if any, shall have the same duties and powers, subject to supervision by the Secretary. E. Treasurer. The Treasurer shall: (i) be the principal financial officer of the Corporation and have the care and custody of all its funds, securities, evidences of indebtedness, and other personal property, and deposit the same in accordance with the instructions of the Board of Directors; (ii) receive, and give receipts and acquittances for, monies paid in on account of the Corporation, and pay out of the funds on hand, all bills, payrolls and other just debts of the Corporation of whatever nature, upon maturity; (iii) unless there is a Controller, be the principal accounting officer of the Corporation and, as such, prescribe and maintain the methods and systems of accounting to be followed, keep complete books and records of accounts, prepare and file all local, state and federal tax returns and related documents, prescribe and maintain an adequate system of internal audit, and prepare and furnish, to the President and Board of Directors, statements of account showing the financial position of the Corporation, and the results of its operations; (iv) upon request of the Board, make such reports to it as may be required at any time; and, (v) perform all other duties incident to the Office of Treasurer, and such other duties as, from time to time, may be assigned to him/her by the President or the Board of Directors. Assistant Treasurers, if any, shall have the same powers and duties, subject to supervision by the Treasurer. F. NACHC Representation. Selection or election of the Regional Representative to the National Association of Community Health Centers (NACHC) Board shall be accomplished pursuant to the procedures established by NACHC, as such procedures are established in NACHC s bylaws and/or NACHC official communication(s), and as modified or amended by NACHC. G. Travel Expenses to NACHC Board Meetings. CHAMPS shall pay for the representatives to attend the NACHC Mid-Winter (December) and Summer (June) quarterly Board of Directors meetings only. 4.6 Surety Bonds. The Board of Directors may require any officer or agent of the Corporation to execute to the Corporation, a bond in such sums, and with sureties, as shall be satisfactory to the Board, conditioned upon the faithful performance of his duties, and for the restoration to the Corporation of all 7

9 books, paper, vouchers, money and other property, of whatever kind, in his possession, or under his control, belonging to the Corporation. ARTICLE V NON-VOTING MEMBERS 5.1 Classification, Qualification and Privileges of Non-Voting Members. The Corporation shall have the following classes of non-voting members: A. Affiliated Individual Members B. Supporting Members Only individuals who are affiliated with organizational members of the Board of Directors, or a Primary Care Office (PCO), shall be eligible to be Affiliated Individual Members. Supporting Members shall refer to both supporting organizational members and supporting individual members. Affiliated Individual Members and Supporting Members shall have such rights and privileges as are, from time to time, designated by the Board of Directors, except that such members shall not have voting rights on any matter. Affiliated or Supporting Members may be elected to membership by the Board of Directors. The Board of Directors reserves the right to refuse membership to any applicant for an Affiliated Individual or Supporting membership. 5.2 Dues. The Board of Directors may establish such membership initiation fees, periodic dues and other assessments, which may vary by class of membership, and such rules and procedures for the manner and method of payment, the collection of delinquent dues and assessments, and the proration or refund of dues and assessments, in appropriate cases, as the Board of Directors shall deem necessary or appropriate. 5.3 Membership Year and Suspension of Membership for Nonpayment of Dues. The membership year of the Corporation shall be from April 1st to March 31st. Any voting, affiliated or supporting member who fails to pay any dues or other assessments within sixty (60) days after the start of the membership year, shall be automatically suspended from membership until all such dues and assessments are fully paid, at which time such member shall be automatically reinstated. During any period of suspension, a voting member shall not be entitled to exercise the rights and privileges of membership, including, without limitation, the right to vote. During a period of suspension, an affiliate or supporting member shall not be entitled to exercise the rights and privileges of membership. 5.4 Transfer of Membership. Neither voting, affiliated or supporting membership in the Corporation is transferable. No members shall have ownership rights or 8

10 beneficial interests of any kind in the assets of the Corporation. ARTICLE VI MISCELLANEOUS 6.1 Account Books, Minutes, Etc. The Corporation shall keep correct and complete books and records of account, and shall also keep minutes of the proceedings of its members, Board of Directors and committees. All books and records of the Corporation may be inspected by any organizational member or his/her accredited agent or attorney, for any proper purpose at any reasonable time. 6.2 Designated Contributions. The Corporation may accept any designated contribution, grant, bequest or devise consistent with its general tax-exempt purposes, as set forth in the Articles of Incorporation. As so limited, donordesignated contributions will be accepted for special funds, purposes or uses, and such designations generally will be honored. However, the Corporation shall reserve all right, title and interest in and to, and control of, such contributions, as well as full discretion as to the ultimate expenditure or distribution thereof, in connection with any special fund, purpose or use. Further, the Corporation shall retain sufficient control over all donated funds (including designated contributions) to assure that such funds will be used to carry out the Corporation's tax-exempt purposes. 6.3 Conflicts of Interest. If any person who is an organizational member, or officer of the Corporation, is aware that the Corporation is about to enter into any business transaction directly or indirectly with himself, any member of his family, or any entity in which he has any legal, equitable or fiduciary interest or position, including, without limitation, as a director, officer, shareholder, partner, beneficiary or trustee, such person shall (a) immediately inform those charged with approving the transaction on behalf of the Corporation of his interest or position, (b) aid the persons charged with making the decision by disclosing any material facts within his knowledge that bear on the advisability of such transaction from the standpoint of the Corporation, and (c) not be entitled to vote on the decision to enter into such transaction. 6.4 Loans to Members and Officers Prohibited. No loans shall be made by the Corporation to any of its members or officers. Any member or officer who assents to, or participates in, the making of any such loan shall be liable to the Corporation for amount of such loan until it is repaid. 6.5 Amendments. The power to amend these Bylaws shall be vested in the Board of Directors, and these Bylaws may be amended by a majority of the members at any meeting of the Board of Directors if at least thirty (30) days written 9

11 notice is given of the intention to amend these Bylaws at such meeting. 6.6 Dissolution. The Corporation may be dissolved by a two-thirds (2/3) vote of the membership of the Board of Directors. Such dissolution shall be consistent with the Articles of Incorporation of the Corporation and Colorado non-profit laws. Upon dissolution, the assets of the Corporation shall be distributed to an organization or organizations that is or are qualified as exempt from taxation under the Internal Revenue Code of 1954, as amended. ARTICLE VII INDEMNIFICATION 7.1. Definitions. For the purposes of this Article VII, the following terms shall have the following respective meanings: A. Corporation includes any domestic or foreign entity that is a predecessor of the Corporation by reason of a merger or other transaction in which the predecessor s existence ceased upon consummation of the transaction. B. Director means an individual who is or was a director of the Corporation or an individual who, while a director of the Corporation, is or was serving at the Corporation s request as a director, officer, partner, trustee, employee, fiduciary, or agent of another domestic or foreign corporation or other person or of an employee benefit plan. A director is considered to be serving an employee benefit plan at the Corporation s request if his or her duties to the Corporation also impose duties on, or otherwise involve services by, the director to the plan or to participants in or beneficiaries of the plan. Director includes, unless the context requires otherwise, the estate or personal representative of a director. C. Expenses includes attorney fees. D. Liability means the obligation incurred with respect to a proceeding to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses. E. Official capacity means, when used with respect to a director, the office of director in the Corporation, and, when used with respect to a person other than a director as contemplated in Section 7.1(B), the office of the Corporation held by the officer or the employment, fiduciary, or agency relationship undertaken by the employee, fiduciary, or agent on behalf of the Corporation. Official capacity does not include service for any other domestic or foreign corporation or other person or employee benefit plan. 10

12 F. Party includes an individual who is, was, or is threatened to be made a named defendant or respondent in a proceeding. G. Proceeding means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and whether formal or informal Permissible Indemnification of Directors. A. Except as provided in Section 7.2(D), the Corporation shall indemnify a person made a party to a proceeding because the person is or was a director against liability incurred in the proceeding if: i. the person conducted himself or herself in good faith; and ii. the person reasonably believed: a. in the case of conduct in an official capacity with the Corporation, that his or her conduct was in the Corporation s best interests; and b. in all other cases, that his or her conduct was at least not opposed to the Corporation s best interests; and iii. in the case of any criminal proceeding, the person had no reasonable cause to believe his or her conduct was unlawful. B. A director s conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in or beneficiaries of the plan is conduct that satisfies the requirement of Section 7.2(A)(ii)(b). A director s conduct with respect to an employee benefit plan for a purpose that the director did not reasonably believe to be in the interests of the participants in or beneficiaries of the plan shall be deemed not to satisfy the requirements of Section 7.2(A)(i). C. The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this Section 7.2. D. The Corporation may not indemnify a director under this Section 7.2: 11

13 i. in connection with a proceeding by or in the right of the Corporation in which the director was adjudged liable to the Corporation; or ii. in connection with any other proceeding charging that the director derived an improper personal benefit, whether or not involving action in an official capacity, in which proceeding the director was adjudged liable on the basis that he or she derived an improper personal benefit. E. Indemnification permitted under this Section 7.2 in connection with a proceeding by or in the right of the Corporation is limited to reasonable expenses incurred in connection with the proceeding Mandatory Indemnification of Directors. The Corporation shall indemnify a person who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the person was a party because the person is or was a director, against reasonable expenses incurred by him or her in connection with the proceeding Advance of Expenses to Directors. A. The Corporation shall pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if: i. the director furnishes to the Corporation a written affirmation of the director s good faith belief that he or she has met the standard of conduct described in Section 7.2; ii. the director furnishes to the Corporation a written undertaking, executed personally or on the director s behalf, to repay the advance if it is ultimately determined that he or she did not meet the standard of conduct; and iii. a determination is made that the facts then known to those making the determination would not preclude indemnification under this Article VII. B. The undertaking required by Section 7.4(A)(ii) shall be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment. C. Determinations and authorizations of payments under this Section 7.4 shall be made in the manner specified in Section

14 7.5. Court-Appointed Indemnification of Directors. A director who is or was a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court, after giving any notice the court considers necessary, may order indemnification in the following manner: A. If it determines that the director is entitled to mandatory indemnification under Section 7.3, the court shall order indemnification, in which case the court shall also order the Corporation to pay the director s reasonable expenses incurred to obtain court-ordered indemnification. B. If it determines that the director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth in Section 7.2(A) or was adjudged liable in the circumstances described in Section 7.2(D), the court may order such indemnification as the court deems proper; except that the indemnification with respect to any proceeding in which liability shall have been adjudged in the circumstances described in Section 7.2(D) is limited to reasonable expenses incurred in connection with the proceeding and reasonable expenses incurred to obtain court-ordered indemnification Determination and Authorization of Indemnification of Directors. A. The Corporation may not indemnify a director under Section 7.2 unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in Section 7.2. The Corporation shall not advance expenses to a director under Section 7.4 unless authorized in the specific case after the written affirmation and undertaking required by Sections 7.4(A)(i) and 7.4(A)(ii) are received and the determination by Section 7.4(A)(iii) have been made. B. The determination required by Section 7.6(A) shall be made: i. by the Board of Directors by a majority vote of those present at a meeting at which a quorum is present, and only those directors not parties to the proceeding shall be counted in satisfying the quorum; or ii. if a quorum cannot be obtained, by a majority vote of a committee of the Board of Directors designated by the Board of Directors, which committee shall consist of two or more directors not parties to the proceeding; except that directors 13

15 who are parties to the proceeding may participate in the designation of directors for the committee. iii. If a quorum cannot be obtained as contemplated in Section 7.6(B)(i), and a committee cannot be established under Section 7.6(B)(ii) if a quorum is obtained or a committee is designated, if a majority of the directors constituting such quorum or such committee so directs, the determination required to be made by Section 7.6(A) shall be made: 1. by independent legal counsel selected by a vote of the Board of Directors or the committee in the manner specified in Sections 7.6(B)(i) or 7.6(B)(ii), or, if a quorum of the full board cannot be obtained and a committee cannot be established, by independent legal counsel selected by a majority vote of the full Board of Directors; or 2. by a majority vote of the Organizational Members. C. Authorization of indemnification and advance of expenses shall be made in the same manner as the determination that indemnification or advance of expenses is permissible; except that, if the determination that indemnification or advance of expenses is permissible is made by independent counsel, authorization of indemnification and advance of expenses shall be made by the body that selected such counsel Indemnification of Officers, Employees, Fiduciaries, and Agents. A. An officer is entitled to mandatory indemnification under Section 7.3 and is entitled to apply for court-ordered indemnification under Section 7.5, in each case to the same extent as a director; B. The Corporation may indemnify and advance expenses to an officer, employee, fiduciary, or agent of the Corporation to the same extent as to a director; and C. The Corporation may also indemnify and advance expenses to an officer, employee, fiduciary, or agent who is not a director to a greater extent than is provided in these Bylaws, if not inconsistent with public policy, and if provided for by general or specific action of its Board of Directors or shareholders or by contract Insurance. The Corporation may purchase and maintain insurance on behalf of a person who is or was a director, officer, employee, fiduciary, or agent of 14

16 the Corporation, or who, while a director, officer, employee, fiduciary, or agent of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, fiduciary, or agent of another domestic or foreign corporation or other person or of an employee benefit plan, against liability asserted against or incurred by the person in that capacity or arising from his or her status as a director, officer, employee, fiduciary, or agent, whether or not the Corporation would have power to indemnify the person against the same liability under Sections 7.2, 7.3, or 7.7. Any such insurance may be procured from any insurance company designated by the Board of Directors, whether such insurance company is formed under the laws of this state or any other jurisdiction of the United States or elsewhere, including any insurance company in which the Corporation has an equity or any other interest through stock ownership or otherwise Notice to Organizational Members of Indemnification of Director. If the Corporation indemnifies or advances expenses to a director under this Article VII in connection with a proceeding by or in the right of the Corporation, the Corporation shall give written notice of the indemnification or advance to the Organizational Members with or before the notice of the next member meeting Nonexclusivity. The indemnification provided by this Article VII shall not be deemed exclusive of any other rights and procedures to which one indemnified may be entitled under the Articles of Incorporation, any bylaw, agreement, resolution of disinterested directors, or otherwise, both as to action in such person s official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director or officer, and shall inure to the benefit of such person s heirs, executors, and administrators. ARTICLE VIII HIPAA COMPLIANCE 8.1. HIPAA Requirements. Pursuant to the Health Insurance Portability and Accountability Act of 1996, regulations have been promulgated governing the privacy of protected health information. Such regulations are codified at 45 C.F.R. Parts 160 and 164 (the HIPAA Privacy Rule ). Many of the Corporation s members are covered entities as defined by the HIPAA Privacy Rule. The Corporation is not a covered entity. Nonetheless, the HIPAA Privacy Rule requires that covered entities obtain written assurances from their Business Associates, defined as parties that perform certain services for a covered entity and, in conjunction therewith, gain access to protected health information. Occasionally, the Corporation obtains protected health information from one or more of its members while administering a special program and, 15

17 therefore, the Corporation may be a Business Associate of one or more of its members The Corporation s Assurances. To the extent required by the HIPAA Privacy Rule, the Corporation does hereby assure its members that the Corporation will appropriately safeguard protected health information made available to or obtained by the Corporation. In implementation of such assurance, and without limiting the obligations of the Corporation as otherwise set forth in the Bylaws or imposed by applicable laws, the Corporation hereby agrees to comply with the applicable requirements of the laws relating to protected health information and, with respect to any task or other activity the Corporation performs on behalf of its members, to the extent its members would be required to comply with such requirements. The Corporation will: A. Not use or further disclose protected health information other than as permitted or required by the special program; B. Not use or further disclose the information in a manner that would violate the requirements of laws that apply to its members; C. Use appropriate safeguards to prevent use or disclosure of such information other than as allowed by the terms of the special program; D. Report to the applicable member(s) any use or disclosure of protected health information not allowed by the terms of the special program, of which the Corporation becomes aware; E. Ensure that any subcontractors, agents, or employees of the Corporation to whom the Corporation provides protected health information received from its members agree to the same restrictions and conditions that apply to the Corporation with respect to such information; F. Make available protected health information as required by applicable laws; G. Make the Corporation s internal practices, books, and records relating to the use and disclosure of protected health information received from its members available to the Secretary of the United States Department of Health & Human Services for purposes of determining its members compliance with applicable laws (in such circumstance, the Corporation shall immediately notify its members upon receipt by the Corporation of any such request, if legally possible); H. Give to its members an accounting of all disclosures made by the Corporation of all protected health information received from its members, as required by 45 C.F.R. Sec ; 16

18 I. At termination of the special program, return or destroy all protected health information received from its members that the Corporation still maintains in any form and retain no copies of such information, unless impracticable; and J. Incorporate any amendments or corrections to protected health information when notified by its members, pursuant to applicable laws Members Withdrawal from Applicable Program. Without limiting the rights and remedies of its members elsewhere set forth or available under applicable law, the Corporation s members may withdraw from and terminate their involvement in the special program(s) without penalty or recourse if its members determine that the Corporation has violated a material term of the provisions of this Section of the Bylaws Amendments. The Corporation agrees that this Section of the Bylaws shall be amended from time to time if required by the changes to the HIPAA Privacy Rule in order to assure that the Bylaws are consistent therewith No Third-Party Rights. Nothing in this Section of the Bylaws is intended to confer, nor shall confer, any rights, remedies, obligations, or liabilities whatsoever upon any person other than the Corporation, its members, and their respective successors and assigns. 17

19 BYLAWS CERTIFICATE The undersigned certifies that he/she is the Secretary of Community Health Association of Mountain/Plains States, a Colorado non-profit Corporation, and that, as such, he/she is authorized to execute this certificate on behalf of said Corporation, and further certifies that attached hereto is a complete and correct copy of the presently effective Bylaws of said Corporation. Date: Secretary 18