BOARD OF DIRECTORS May 2016 May 2017

Transcription

1 BOARD OF DIRECTORS May 2016 May 2017 Maria Andreacchio, Allen Health Care Services Susan Brett, People Care, Inc. Anne Calvo, Winthrop University Hospital Home Health Agency June Castle, VNA Homecare Shelly Eggleton, Lourdes At Home/Hospice At Lourdes Michael Feinman, Any-Time Home Care, Inc. Ginger Hall, Jefferson County Public Health Services Pamela Joachim, Montefiore Home Health Agency Walter Kaltenbach, Able Health Care Services Kenneth Kilroy, Individual Member Susan Larman, VNA Homehealth Timothy Leddy, Westchester Visiting Nurse Services Group, Inc. Russell Lusak, Selfhelp Community Services, Inc. Michelle Mazzacco, Eddy Community Services/St. Peter s Health Partners Sylvia McTigue, Elant Choice Sandy Merlino, VNSNY Irina Mitzner, Northwell Health Home Care Network Laurie Neander, Bassett Healthcare Network: At Home Care, Inc. Karen O Kane, Brookhaven Memorial Hospital Medical Center Home Health Agency Mary Queally, ElderServe Michele Quirolo, VNA of Hudson Valley Paul Rosenfeld, CenterLight Health System Brian Schiel, Bestcare, Inc. Jane Shukitis, VNS of Rochester and Monroe County, Inc. Finger Lakes VNS, Inc. Mary Wagner, MJHS Mary Zagajeski, Dominican Sisters Family Health Service, Inc. Elizabeth Zicari, HCR Homecare

2 HOME CARE ASSOCIATION OF NEW YORK STATE, INC. HCA EDUCATION AND RESEARCH BOARD OF DIRECTORS MAY 2016 MAY 2017 JOANNE CUNNINGHAM President Home Care Association of New York State 388 Broadway, 4 th Floor Albany, NY (518) (518) jcunningham@hcanys.org MARIE ANDREACCHIO President Allen Health Care Services 7000 Austin St., Suite 201 Forest Hills, NY Direct Phone: (718) Cell Phone: (914) marie@allenhealth.com Assistant: Elaine Cheung Phone: (718) Elaine@allenhealth.com SUSAN BRETT Officer: Vice Chairperson Chief Operating Officer/Senior VP People Care, Inc. 116 West 32 nd Street 15 th Floor New York, NY Direct Phone: (212) Cell Phone: (516) sbrett@peoplecare.com Assistant: Emily Hochberg Phone: (212) ehochberg@peoplecare.com ANNE CALVO Assistant Vice President Winthrop University Hospital Home Health Agency 290 Old Country Road Mineola, NY Direct Phone: (516) Cell Phone: (516) acalvo@winthrop.org Assistant: Maureen Stock Phone: (516) mstock@winthrop.org JUNE CASTLE Chief Financial Officer VNA Homecare 1050 West Genesee Street Syracuse, NY Direct Phone: (315) jcastle@477home.org Assistant: Rosanne Warner Phone: (315) rwarner@477home.org SHELLY EGGLETON Senior Vice President Community Programs Service Line Administrator Lourdes At Home/Hospice At Lourdes 4102 Old Vestal Road Vestal, NY Direct Phone: (607) Cell Phone: (845) reggleton@lourdes.com Assistant: Felicia Wagstaff Phone: (607) fwagstaff@lourdes.com

3 MICHAEL FEINMAN Director of Operations Any-Time Home Care, Inc. 127 South Broadway PO Box 995 Nyack, NY Direct Phone: (845) Cell Phone: (914) GINGER HALL Public Health Director Jefferson County Public Health Service 531 Meade Street Watertown, NY Direct Phone: (315) Cell Phone: (315) Assistant: Lorraine Sorrell Phone: (315) PAMELA JOACHIM Officer: Chairperson Executive Director Montefiore Home Health Agency One Fordham Plaza, Ste Bronx, NY Direct Phone: (718) Cell Phone: (917) Assistant: Lisa Cutti-Rodriguez Phone: (718) WALTER KALTENBACH Chief Executive Officer Able Health Care Services, Inc Broadcast Plaza Merrick, NY Direct Phone: (516) Cell Phone: (516) KENNETH KILROY Cell Phone: (917) SUSAN LARMAN Officer: Treasurer Elect Chief Executive Officer VNA Homehealth 35 Colvin Avenue Albany, New York Direct Phone: (518) ext 236 Cell Phone: (603) Assistant: Emily Stachewicz Phone: (518) ext TIMOTHY LEDDY President and CEO VNS of Westchester 360 Mamaroneck Ave. White Plains, NY Direct Phone: (914) x 617 Cell Phone: (914) tleddy@vna.org Assistant: Jill Foscaldi Phone: (914) ext jfoscaldi@vns.org RUSSELL LUSAK Senior Vice President Selfhelp Community Services, Inc th Avenue, 5 th Floor New York, NY Direct Phone: (212) Cell Phone: (631) rlusak@selfhelp.net Assistant: Cathy Galarza Phone: (212) cgalarza@selfhelp.net MICHELLE MAZZACCO Vice President/Director Eddy Community Services/ Division of St. Peter s Health Partners 433 River Street, Suite 3000 Troy, NY Direct Phone: (518) Cell Phone: (518) michelle.mazzacco@sphp.com Assistant: Wendy Dobler Phone: (518) wendy.dobler@sphp.com SYLVIA MCTIGUE President and CEO Elant Care 31 Cerone Place Newburgh, NY Direct Phone: (845) Cell Phone: (917) smctigue@elantcare.org Assistant: Jennifer Riccardi Direct Phone: (845) jriccardi@elantcare.org SANDY MERLINO VP, Hospital Market Development, IDS Visiting Nurse Service of NY 1250 Broadway New York, NY Direct Phone: (212) Cell Phone: (917) sandy.merlino@vnsny.org Assistant: Marilyn Hernandez Phone: (212) Marilyn.hernandez@vnsny.org

4 IRINA MITZNER Vice President Clinical Operations North Shore Long Island Jewish Home Care Network 972 Brush Hollow Road Westbury, NY Direct Phone: (516) Cell Phone: (516) Assistant: Joanne Melosh Phone: (516) LAURIE NEANDER Officer: Secretary Chief Executive Officer Bassett Healthcare Network: At Home Care, Inc. 25 Elm Street Oneonta, NY Direct Phone: (607) Cell: (607) Assistant: Laurene Vosburgh Phone: (607) ext KAREN O KANE Vice President Continuing Care Brookhaven Memorial Hospital Medical Center 103 West Main Street Patchogue, NY Direct Phone: (631) ext 3614 Cell Phone: (516) kokane@bmhmc.org Assistant: Patricia Grant Phone: (631) pgrant@bmhmc.org MARY QUEALLY Director ElderServe Licensed Home Health Agency 170 W. 233 rd Street Bronx, NY Direct Phone: (347) Cell: (718) mary.queally@hebrewhome.org MICHELLE QUIROLO President and CEO VNA of Hudson Valley 540 White Plains Road Suite 300 Tarrytown, NY Direct Phone: (914) x1187 Cell Phone: (914) Mquirolo@vnahv.org Assistant: Nora Erickson Phone: (914) x nerickson@vnahv.org PAUL ROSENFELD Executive Vice President CenterLight Health System 1250 Waters Place Bronx, NY Direct Phone: (718) Cell Phone: (917) prosenfeld@centerlight.org Assistant: Diane Wagner Phone: (718) dwagner@centerlight.org BRIAN SCHIEL Vice President / Field Operations Bestcare, Inc Hempstead Turnpike, Ste. 205 Levittown, New York Direct Phone: (212) Cell Phone: (516) baschiel@bestcare.com JANE SHUKITIS President and CEO Visiting Nurse Service of Rochester and Finger Lakes VNS 2180 Empire Blvd. Webster, NY Direct Phone: ( Cell Phone: jshukitis@vnsnet.com Assistant: Mary Beth Irish Phone: (585) mirish@vnsnet.com MARY WAGNER Vice President Clinical Practice Metropolitan Jewish Health System 6323 Seventh Avenue Brooklyn, NY Direct Phone: (718) Cell Phone: (347) or (917) mwagner@mjhs.org Assistant: Nancy Tuthill Phone: (718) ntuthill@mjhs.org MARY ZAGAJESKI Chief Executive Officer Dominican Sisters Family Health Service, Inc. 299 North Highland Avenue Ossining, NY Direct Phone: (914) x1101 Cell Phone: (914) mzagajeski@dsfhs.org Assistant: Rose Scanga Phone: (914) x rscanga@dsfhs.org

5 ELIZABETH ZICARI President/Administrator HCR Home Care 85 Metro Park Rochester, NY Direct Phone: (585) Cell Phone: (585) Assistant: Alana Burkhard Phone: (585)

6 HCA Board Calendar 2016 January : Nominating/Governance Committee Meeting (Albany) 10:30 12:30pm 12: Executive Committee Call 2pm 3:30pm 19 21: Northeast Home Health Leadership Summit (Boston, MA) 28 Nominating/Governance Committee Call 10:00 11:00am February : HCA PAC Reception and Dinner 5:00pm 2: HCA s State Lobby Day and Board Meeting (Albany) 8am 5pm 17: Finance and Investment Committee Call 10 11:30 24 Policy Council (Albany) 11am 3pm March : Executive Committee Call 2pm 3:30pm 9: CFO Forum (Downtown Albany) 9am 4pm 15: Awards Committee Call 10-11:30am 30: Finance and Investment Committee Call 10-11:30am April : VNAA Annual Meeting in Miami 14: Board Meeting (Review Audit) In-Person (NYC) 10:00am 3:00pm May : Annual Membership Conference/Annual Board Meeting (Saratoga) Full Day 23 25: Leading Age Annual Meeting (Saratoga) June : Executive Committee Call 2-3:30pm July - August July Federal Advocacy Day Washington, DC TBD September : HOLD Senior Financial Managers Retreat 14 16: VNAA Public Policy Leadership Conference 22: Executive Committee Retreat (Albany) 10:30am 3:30pm 27: Finance and Investment Committee Call 10-11:30am October : HOLD Corporate Compliance Symposium (Albany) 13-14: BOD Retreat (Location TBD) 2-Day Event 19 Policy Council (Albany) 11am 3pm November : Finance and Investment Budget Planning Meeting (Albany) 11am 1pm 15: Executive Committee Call 2-3:30pm 16 17: HOLD Quality & Technology Conference (Saratoga) Full Day December : Board Meeting In-Person (Albany) 10:30am 3:00pm

7 Committee Appointments May 2016 May 2017 Executive Committee Pam Joachim (Chair) Sue Brett, Vice Chair Anne Calvo Sue Larman, Treasurer Russ Lusak Sandy Merlino Laurie Neander, Secretary Paul Rosenfeld Elizabeth Zicari Finance and Investment Committee Sue Larman, Treasurer (Chair) June Castle Shelly Eggleton Karen O Kane Mary Queally Michele Quirolo Brian Schiel Jane Shukitis Nominating and Governance Committee Marie Andreacchio (Chair) Michael Feinman Ginger Hall Walter Kaltenbach Ken Kilroy Sylvia McTigue Irina Mitzner Mary Wagner Mary Zagajeski

8 Slate of 2018 Slate of 2017 Board of Directors - Term Limits Year Expiration of Eligible for Appointed Officers 2013 Region 1st Term 2nd Term 3rd Term 4th Term New Term Notes Andreacchio 2011 Queens/LI May 2017 May 2017 Brett 2009 Vice Chair New York May 2017 Finished Pam's 2013 Secretary term re-elected Calvo 2011 Long Island May 2017 May 2017 Castle 2015 Syracuse May 2017 May 2017 Feinman 2011 Westchester May 2017 May 2017 Hall 2009* Jefferson May 2017 Term officially began August 1, Joachim 2007 Chair Bronx May 2017 Finishing Rae's 2013 Vice Chair term. Kaltenbach 2015 Long Island May 2017 May 2017 Larman 2013 Treasurer Albany May 2017 May 2017 Mctigue 2015 Orange/Rockland May 2017 May 2017 Merlino 2015 New York May 2017 May 2017 Mitzner 2011 Long Island May 2017 May 2017 O'Kane 2009 Suffolk May 2017 Queally 2015 New York May 2017 May 2017 Quirolo 2015 Hudson Valley May 2017 May 2017 Schiel 2011 Long Island May 2017 May 2017 Shukitis 2015 Rochester May 2017 May 2017 Zagajeski 2011 Westchester May 2017 May 2017 Year Expiration of Eligible for Appointed Officers 2013 Region 1st Term 2nd Term 3rd Term 4th Term New Term Notes Eggleton 2014 Binghamton May 2018 May 2018 Kilroy 2012 NYC May 2018 May 2018 Leddy 2016 Westchester May 2018 May 2018 Lusak 2010 New York May 2018 Mazzacco 2016 Albany May 2018 May 2018 Neander 2014 Secretary Oneonta May 2018 May 2018 Rosenfeld 2014 New York May 2018 May 2018 Wagner 2014 New York May 2018 May 2018 Zicari 2014 Rochester May 2018 May 2018

9 HOME CARE ASSOCIATION OF NEW YORK STATE, INC. A voluntary association to foster and strengthen home health and related support services. BYLAWS With Revisions as of February 24, 2009

10 BY-LAWS OF HOME CARE ASSOCIATION OF NEW YORK STATE, INC. (Incorporating Amendments adopted February 24, 2009) ARTICLE I NAME AND MISSION Section 1. Name. The name of the Corporation is the Home Care Association of New York State, Inc., ( HCA ) a not-for-profit corporation incorporated under the laws of New York. Section 2. Mission. The mission of HCA is to promote and enhance the quality, accessibility and availability of home care by enabling its members to meet the needs of the individuals and communities they serve. ARTICLE II GOVERNANCE PRINCIPLES The Home Care Association of New York State values the promotion of exemplary governance practices, transparency and accountability. Accordingly, the Bylaws and related corporate documents of the Corporation strive to reflect and embody those principles. The Corporation, its staff, members, directors, and officers are expected to carry out their duties according to legal and ethical accountability standards and practices. In addition, the Directors and Officers of HCA are vested with the fiduciary duties of care, loyalty, and obedience and carry out the Corporation s mission and govern its diverse activities guided by these responsibilities. ARTICLE III MEMBERS Section 1. Admission to Membership. The members of the Corporation shall be those organizations and individuals admitted to membership by the Board of Directors. At the time of approval, the Board shall determine the applicant s category of membership. Section 2. Categories of Members. Members shall be divided into six categories: (a) A Provider Agency member is a member which provides home care services in New York State and is: (1) A home health agency or hospice certified, licensed, or approved pursuant to Article 36 or Article 40 of the New York State Public Health Law; or, 2

11 (2) A managed long term care program operating pursuant to New York Public Health Law Section 4403-f, or any successor or amendatory statute thereto, that provides home health care services; or, (3) A home care services agency exempt from licensure under Article 36 of the New York State Public Health Law, as a result of providing home care services exclusively to individuals pursuant to a program administered or operated by a State agency. A Provider Agency member shall annually report its total home care services revenue for the immediately prior reporting year. (b) An Allied Organization Member is any voluntary non-profit or public organization of a professional nature that does not provide home care services and is interested in promoting the mission and interests of HCA and its members. An Allied Organization member shall annually report the geographic area of its operation. If requested, a regional or statewide organization shall provide information on the amount of its total budget. (c) An Individual Member is a member who is: (1) A Director, Officer, employee or a person otherwise associated with a Provider Agency Member or an Allied Organization Member; or (2) An individual not otherwise associated with an organization providing home care services and who has an interest in furthering the mission of HCA and its members. (d) An Honorary Member is an individual who is designated as such by the Board of Directors to recognize extraordinary contributions to HCA. An Honorary Member shall have the rights and privileges and be categorized as an Individual Member. Payment of dues shall be waived for such a member. (e) An Associate Organization Member is a member which is a proprietary entity that provides services to home care provider agencies and/or home care clients but is not a Provider Agency member, a certified home health agency or a home care services agency as defined in Article 36 of the New York State Public Health Law. An Associate Organization Member shall have no voting rights. Section 3. Voting. Provider Agency Members, Allied Organization Members and Individual Members shall each have one vote and shall have the exclusive right to vote on all matters pertaining to the affairs of the Corporation which require a vote by the Members. Section 4. Membership Dues. Membership dues shall be prescribed as determined by the Board of Directors. Section 5. Annual Meeting. The Annual Meeting of the Corporation shall be held on such date in each year as the Board of Directors shall designate. At the Annual Meeting, the Members shall elect the Board of Directors as provided in these Bylaws. Section 6. Annual Report. 3

12 (a) The Directors shall present at the Annual Meeting of the Corporation a report, verified by the Chairperson and Treasurer or by a majority of the Directors, or certified by an independent public or certified public accountant or a firm of such accountants selected by the Board of Directors, showing in appropriate detail the following and such other matters as may from time to time be required by the Not-for-Profit Corporation Law of New York: (1) The assets and liabilities, including the trust funds of the Corporation, as of the end of a twelve month fiscal period terminating not more than six months prior to said Meeting. (2) The principal changes in assets and liabilities, including trust funds, during such fiscal period. (3) The revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes, for such fiscal period. (4) The expenses or disbursements of the Corporation, for both general and restricted purposes, during such fiscal period. (5) The number of members of the Corporation, in total and by category, as of the date of the report and a statement of the place where the names and places of residence of the current members may be found. (b) The annual report of Directors shall be filed with the records of the Corporation and either a copy or an abstract thereof entered in the minutes of the proceedings of the annual meeting. Section 7. Special Meetings. The Chairperson shall call a Special Meeting of the Corporation upon written request of a majority of the Board of Directors, or on the written request of a majority of the Members. Section 8. Place of Meeting. Meetings shall be held at such place as may from time to time be fixed by the Board of Directors or as may be designated in the meeting notice or in the waivers of notice. Section 9. Notice of Meetings. Notice stating the time, date and place of all meetings of members of the Corporation shall be delivered or sent to each member not less than ten or more than fifty days before the meeting. Notices of Special Meetings shall, in addition, state the purpose for which the meeting is called. Section 10. Waiver of Notice. Notice of meeting need not be given to any member who submits a signed waiver of notice whether before or after the meeting, or who orally waives notice at the meeting or who attends a meeting without protesting lack of due notice. Section 11. Quorum. Members entitled to cast one-third of the total number of all votes entitled to be cast at a meeting of members of the Corporation shall constitute a quorum at such meeting for the transaction of any business. If a quorum shall not be present at any meeting of the Corporation, the members who are present may adjourn the meeting without notice until a quorum shall be present. 4

13 Section 12. Required Vote. The affirmative vote of a majority of the Members present in person or by ballot or by proxy at meeting of the Corporation at the time of the vote, if a quorum is present at such time, shall be the act of the Members, unless the vote of a greater or lesser number is required by these Bylaws. Section 13. Proxies by Members. Every member entitled to vote at a meeting of members or to express consent or dissent without a meeting may authorize another person or persons to act for him/her by proxy. Every proxy must be in writing and signed by the Member or his/her attorneyin-fact. ARTICLE IV DIRECTORS Section 1. General Powers. The Corporation shall be managed by the Board of Directors. Directors shall represent the broad range of agency membership. Section 2. Number of Directors; Qualifications. Directors shall be persons who are members, or employed by or on the governing body of members in good standing of the Association. The number of Directors shall be determined by a majority vote of the entire Board of Directors, provided that such number shall not be less than sixteen, nor more than thirty-two unless otherwise authorized by the members. No decrease in the number of Directors shall shorten the term of any incumbent Director. Section 3. Categories of Directors. (a) Directors shall be elected by the members in the following categories: (1) Provider Agency Directors, elected from among those who are employees or Directors of Provider Agency Members. (2) Allied Organization Directors, elected from among those who are employees of Allied Organization Members. (3) Individual Member Directors, elected from among those who are Individual Members and are not employees of a Provider Agency Member or an Allied Organization Member. Section 4. Annual Meeting Election; Vacancies. (a) At each Annual Meeting of the members, the members shall consider those Directors proposed by the Nominating Committee, and any other nominations made pursuant to these By-Laws, for election to the Board of Directors and shall act upon such nominations.. 5

14 (b) Vacancies on the Board of Directors occurring between annual meetings shall be filled by a vote of the majority of the remaining Directors. The number of Provider Agency Directors shall not be less than 75 percent of the total number of Directors. (c) Each Director shall serve a two year term until the annual meeting held on the nearest date to the expiration of his/her two year term and until his/her successor is elected and qualified, at which time his/her term shall expire. Provided, however, the term of a Director who is elected Vice-Chairman shall be extended until such Director's term of office as Vice Chairperson expires and if such Director is elected Chairperson then such Director s term shall be further extended until such Director s term of office as Chairperson expires. (d) No Director shall serve more than four consecutive terms as a Director, but may be re-elected after a lapse of at least one year. A Director filling a vacancy where less than one year remains in that term is eligible to be elected for four subsequent consecutive two-year terms. (e) Each past Chairperson of the Corporation shall be an ex officio member of the Board of Directors with full voting rights for a term of one year immediately following his/her term of office as Chairperson. (f) The President of the Corporation shall serve as an ex officio Director without voting rights. (g) Notwithstanding any other provision of these Bylaws, the term of any Director may be extended by majority vote of the remaining Board of Directors for an additional two year term when it is deemed necessary by the Board of Directors. Section 5. Annual Meeting. The annual meeting of the Board of Directors shall be held on such date in each year as the Directors shall designate and shall be coincident with the annual meeting of the Corporation. Officers of the corporation, except the President and Chief Executive Officer, shall be appointed by the Board at the annual meeting. Section 6. Regular and Special Meetings. At least three regular meetings of the Board of Directors shall be held in each year at such times as may be fixed from time to time by the Board of Directors. The Chairperson may call, and upon written request signed by a majority of the Directors shall call special meetings of the Board of Directors. Section 7. Place of Meetings. Meetings of the Board of Directors shall be held at such place within or without the state of New York as fixed by the Board of Directors or as designated in the meeting notice or in the waivers of notice. Section 8. Notice of Meetings. Regular meetings of the Directors shall be held on notice as prescribed by the Board, provided that if the Board has fixed the time and place of meetings, no notice is required. Special meetings of the Board shall be held on notice as prescribed by the Board. Section 9. Waivers; Non-Protest. Notice of a meeting need not be given to a Director who submits a signed waiver of notice whether before or after the meeting, or who orally waives notice at the meeting or who attends a meeting without-protesting lack of due notice. 6

15 Section 10. Quorum. A majority of the entire Board shall constitute a quorum at a meeting of the Board of Directors for the transaction of any business. If a quorum is not present at any meeting of the Directors, the Directors who are present may adjourn the meeting without notice until a quorum shall be present. Section 11. Required Vote. The affirmative vote of a majority of the Directors present in person at a meeting at the time of the vote, if a quorum is present at such time, shall be the act of the Directors. Section 12. Consent in Lieu of Meeting; Electronic Participation. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee may be taken without a meeting, if written consent to such act is signed by all the Directors, or committee members, as appropriate, and such written consent is filed with the minutes of the proceedings of the Board or committee, as appropriate, provided that inadvertent failure to file shall not affect the validity of the action taken. Any one or more members of the Board or any committee may participate in a meeting of board or such committee by means of conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Section 13. Removal of Directors. Any of the Directors may be removed with or without cause by a majority vote of the members or by a majority vote of the entire Board of Directors. Any Director may be removed and his/her office rendered vacant for the persistent failure to attend Board meetings and participate in corporate activities as is expected of Directors. ARTICLE V EXECUTIVE COMMITTEE AND OTHER COMMITTEES Section 1. Executive Committee and Other Committees. The Board of Directors shall create such committees as it deems necessary. Committees deemed standing committees shall be the Executive Committee, the Finance Committee and the Governance and Nominating Committee. The Board shall appoint the members of such committees upon considering the recommendations of the Chairperson. Section 2. Executive Committee. The Board of Directors shall appoint from among its number an Executive Committee consisting of the Chairperson, Vice Chairperson, the Secretary, the Treasurer and four additional Directors. The Executive Committee may act on behalf of the Corporation in any matter when the Board of Directors is not in session, except as otherwise provided below, and shall report to the Board of Directors the Committee's actions at the next meeting of the Board of Directors. The Committee shall annually evaluate the President s performance and determine the President s salary, benefits and other perquisites and may make such information available to the Board as deemed appropriate by the Executive Committee. The Chairperson of the Board of Directors shall be the Chairperson of the Executive Committee. The Executive Committee shall meet at the call of the Chairperson or upon the written request of a majority of the Committee members. The Executive Committee shall have all the authority of the Board except the following: 7

16 (a) (b) (c) (d) (e) submission to members of any action requiring members' approval; filling of vacancies in the Board of Directors or in any committee; fixing of compensation of the Directors for serving on the Board or on any committee; amendment or repeal of these Bylaws or adopting of new Bylaws; and amendment or repeal of any resolution of the Board of Directors which by its terms shall not be so amendable or repealable. Section 3. Finance Committee. There shall be appointed annually by the Board of Directors a Finance Committee to include the Chairperson, the Treasurer and at least one more Director. The duties of the Finance Committee shall be to develop the budget for submission to the Board of Directors and oversee such other fiscal matters as directed by the Board. The Committee shall have direct responsibility for the annual appointment, compensation and oversight of the work of the independent auditors who shall report directly to the Committee. The Chair and, to the extent possible, other members of the Committee shall have accounting or related financial management experience. The Treasurer of the Corporation shall serve as Chairperson of the Finance Committee. Section 4. Governance and Nominating Committee. (a) The Board shall annually appoint a Governance and Nominating Committee of at least three persons. Each Governance and Nominating Committee member shall serve for a term of one year and shall not serve more than two consecutive one-year terms. The Chairperson of the Board shall designate a Chairperson of the Governance and Nominating Committee. The duties of the Governance and Nominating Committee shall be to: (i) nominate for election at the Annual Meeting of the Board one candidate as Chairperson, provided the Chairperson s term is expiring, and one candidate for each of the following offices: Vice Chairperson, Secretary and Treasurer. The Governance and Nominating Committee shall also nominate candidates for expiring and vacant Director positions. In considering candidates for the Board of Directors, the Governance and Nominating Committee shall consider the executive level decision making experience of the proposed nominee; (ii) mail such nominations with the notice of the annual meeting of the Corporation. Additional nominations for any office or any position as Director or member of the Governance and Nominating Committee may be made by any member provided that they be in writing, be signed by at least five other members, and be received by the Chairperson of the Governance and Nominating Committee at least sixty days prior to the annual meeting. (iii) oversee the Corporation s corporate compliance program and periodically receive reports on compliance matters from the President or any Director. The Committee shall propose a corporate code of conduct and conflict of interest policy for approval by the Board of Directors. The Committee shall resolve any question or matter involving Directors or Officers that arise from 8

17 the code of conduct or the conflict of interest policy and may in its discretion refer the matter or question to the Executive Committee or the entire Board of Directors for resolution. Section 5. Organization of Committees. Except as otherwise provided, at each meeting of any committee, a member of such committee chosen by the Chairperson of the Board of Directors shall act as Chair of such meeting. Section 6. Quorum of Committees and Manner of Acting. A majority of members of a committee shall constitute a quorum at a committee meeting and the affirmative vote of a majority of the committee members present in person at a meeting at the time of the vote, if a quorum is present at such time, shall be the act of such committee. Section 7. Vacancies. Vacancies in the membership of any committee shall be filled by the Board of Directors. ARTICLE VI OFFICERS Section 1. Officers. The officers of the Corporation shall be appointed by the Board of Directors at its annual meeting. Such officers shall be a Chairperson, a Vice Chairperson, a Secretary, a Treasurer and a President. Each such officer except the Chairperson and President shall hold office until the next annual meeting of the Corporation and until his/her successor is chosen and qualified. Except for the President, a person shall not serve as an Officer unless at the time of his/her election, such person sits on the Board of Directors as a representative of a Provider Member. The Chairperson shall be elected for a two year term of office and until his/her successor is chosen and qualified. The Chairperson may serve only one two year term. Persons who serve as the Vice Chairperson, Secretary or Treasurer shall also serve a two year term, and shall not serve more than two consecutive terms in the same office. One individual may hold and perform the duties of any two officers; however, the offices of Chairperson and Vice Chairperson and the offices of Chairperson and Secretary shall not be held by the same individual. No instrument required to be signed by more than one Officer shall be signed by the same individual in more than one capacity. Section 2. Removal. The Board of Directors may, with or without cause, remove any Officer of the Corporation and declare such office vacant upon a majority vote of the entire Board. Section 3. Vacancies. A vacancy in any office arising from any cause shall be filled for the unexpired portion of the term by a majority vote of the entire Board of Directors. Section 4. Chairperson. The Chairperson shall preside over all meetings of the Corporation and of the Board of Directors. He/she shall, except as otherwise provided herein, appoint, with the consent of the Board of Directors, the members of committees of the Corporation as may be created by the Board. He/she shall be an ex-officio member of all committees and shall vote to break any tie. The Chairperson shall perform all duties incident to the office of Chairperson, together with other duties as from time to time may be assigned to him/her by the Board or by any committee authorized to do so. 9

18 Section 5. Vice Chairperson. At the request of or in the absence or disability of the Chairperson, the Vice Chairperson shall perform all the duties of the Chairperson, and when so acting, shall have all the powers of the Chairperson. In the absence of the Chairperson, the Vice Chairperson shall preside over all meetings. The Vice Chairperson shall perform such other duties as from time to time may be assigned to him/her by the Chairperson, the Board, or by any committee authorized to do so. Section 6. Secretary. The Secretary, or a competent person subject to the direction of the Secretary, shall keep the minutes of all meetings in books to be maintained for the purpose; see that all notices and reports are duly given or filed in accordance with these Bylaws or as required by law; be custodian of the records (other than financial); have charge of the seal of the Corporation; and in general, perform all duties as from time to time may be assigned to the Secretary or such person by the Board, the Chairperson, or by any committee authorized to do so. Section 7. Treasurer. The Treasurer, or a competent person subject to the direction of the Treasurer, shall receive, have custody of, pay out, supervise the disbursement of, and be responsible for, all funds and securities, due to or held by the Corporation, subject to the direction of the Board or of any committee authorized to do so; deposit funds in the name of the Corporation in such depositaries an shall be designated by the Board to sign, make, and endorse in the name of the Corporation, all checks, drafts, warrants, orders for the payment of money and receipts, and subject to the direction of the Board or any committee authorized to do so; keep correct books of account of all the Corporation's business and transactions and such other books of account as the Board may require; render to the Board a statement of the financial condition of the Corporation and any account of all his/her transactions as Treasurer at such times as may be required by the Board; serve as Chairperson of the Finance Committee; and in general, perform all the duties incident to the office of Treasurer, and such other duties as from time to time may be assigned to him/her by the Chairperson or by the Board or by any committee authorized to do so. Section 8. President and Chief Executive Officer. The President shall be the Chief Executive Officer and administrator of the Corporation's day-to-day affairs and shall have general supervision of such affairs and employees of the Corporation, subject, however, to the direction and oversight of the Board of Directors. The President shall be appointed by the Board of Directors. The President shall serve until his/her successor is chosen and qualified or until his/her death, resignation or removal. The President shall appoint such staff as are necessary for carrying out the Corporation s business and shall determine the compensation, benefits and other perquisites of such persons consistent with amounts budgeted therefore. ARTICLE VII RESIGNATIONS Any member, Director, Officer or member of any committee may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified, and, if no time is specified, then at the time of its receipt by the Corporation. The acceptance of a resignation shall not be necessary to make it effective. 10

19 ARTICLE VIII GENERAL PROVISIONS Section 1. Definition of Majority. The term majority as used in these bylaws shall mean one-half plus one of the members, Directors or other persons or entities respectively referred to. Section 2. Signing of Checks, etc. In addition to the Treasurer, the Chairperson the Vice Chairperson and any individual designated by the Board for such purpose may sign, make and evidence in the name of the Corporation, all checks, drafts, warrants, orders for the payment of money and receipts, subject to the discretion of the Board or any committee authorized to do so. Section 3. Fiscal Year. The fiscal year of the Corporation shall begin the first day of January and shall end on the last day of December. Section 4. Seal. The corporate seal shall be inscribed with the name of the Corporation, the year of its organization and the words "Corporate Seal, New York". The seal may be used by causing it or a facsimile to be impressed or affixed or in any manner reproduced. Section 5. Compensation of Directors and Officers. Except for the President and Chief Executive Officer, the Directors and Officers of the corporation shall not be compensated for acting as such. ARTICLE IX AMENDMENTS Section 1. or in part: (a) (b) (c) Power to Amend. These Bylaws may be added to, amended or repealed in whole by action of a majority of the entire Board of Directors; by a majority vote at any meeting of members at which a quorum is present in person or by proxy; or by written consent of a majority of members. Section 2. Required Notice. Notice of the proposed addition, amendment or repeal, together with concise statement of the principal, substantive changes and the text thereof, shall be given in the notice of such meeting or written vote unless such notice is waived in writing by all persons entitled to such notice. 11

20 ARTICLE X INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 1. Indemnification. The Corporation shall indemnify any Director, Officer, employee, or agent of the Corporation who is or was serving at the request of the Corporation against expenses (including attorney s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by them, who is or was made or threatened to be made a party to or is involved in any action, suit or proceeding, including an action by the corporation, whether civil, criminal, administrative or investigative including the appeal thereof; provided, however, that no indemnification shall be provided to any such person if a judgment or other final adjudication adverse to such person establishes that (a) the person s acts were committed in bad faith or were the result of active and deliberate dishonesty, or (b) the person personally gained in fact a financial profit or other advantage to which the person was not legally entitled. Section 2. Additional Indemnification. Nothing contained in these bylaws shall be deemed to limit or in any way impair a Director s or Officer s right to additional indemnification provided pursuant to the Not-For-Profit Corporation Law or the common law of New York. Section 3. Insurance. The Corporation may purchase and maintain insurance on behalf of directors, officers and employees who are or were serving at its request, against liability assessed against them or incurred by them in any such capacity, or arising out of their status. Adopted As Modified February 24,