ACADEMY OF DOCTORAL PAs, INC, ByLaws
ARTICLE I. NAME OF ORGANIZATION
The name of the corporation is the Academy of Doctoral PAs, Inc., herein referred to as ADPA or the association.
ARTICLE II. CORPORATE PURPOSE
Section 1. Nonprofit Purpose
The ADPA shall exercise its powers, rights, and privileges, whether conferred by this instrument, or by the laws of the state of Oklahoma or otherwise, to carry on such other activities as are permissible for corporations exempt from federal income tax under Section 501(c)(6) of the Internal Revenue Code of 1986.
Section 2. Specific Purpose
The Academy of Doctoral PAs is an association of doctoral trained PAs who are dedicated to assisting in progressing the profession.
The specific objectives and purpose of this organization shall be:
to remain competitive in the healthcare industry;
assist PA educational partners in providing relevant educational opportunities;
education of healthcare business leaders in the appropriate utilization of PAs;
support and encourage legislative and regulatory changes that will allow PAs to be utilized as efficiently and diversely as possible.
Section 3. Nondiscrimination Policy and Statement
ADPA does not and shall not discriminate on the basis of race, color, religion (creed), gender, gender expression, age, national origin (ancestry), disability, marital status, sexual orientation, or military status, in any of its activities or operations. These activities include, but are not limited to, hiring and firing of staff, selection of volunteers and vendors, and provision of services. We are committed to providing an inclusive and welcoming environment for all members of our staff, clients, volunteers, subcontractors, vendors, and clients.
ADPA is an equal opportunity employer. We will not discriminate and will take affirmative action measures to ensure against discrimination in employment, recruitment, advertisements for employment, compensation, termination, upgrading, promotions, and other conditions of employment against any employee or job applicant on the bases of race, color, gender, national origin, age, religion, creed, disability, veteran's status, sexual orientation, gender identity or gender expression.
ARTICLE III. MEMBERSHIP
Section 1. Eligibility for Membership
Membership in the ADPA shall be open to all individuals wishing to participate in promoting the purposes of the ADPA. Specifically, membership shall consist of individuals who meet the requirements for membership as defined by ADPA’s Articles of Incorporation, these Bylaws, and such other of ADPA’s rules and policies that may be established from time to time. Membership in the ADPA is an honor that confers upon the individual certain rights and responsibilities. Adherence to the ADPA Articles of Incorporation, these Bylaws, and ADPA’s rules and policies, and generally acting in a manner that is consistent with APA’s purposes, is a condition of membership.
Classes of Membership
The membership shall consist of fellow, student, affiliate, physician, honorary, education, associate, retired, and such other members as may be recognized by the ADPA.
Fellow Members. A fellow member shall be a PA who is a graduate of a PA program accredited by the Accreditation Review Commission on Education for the Physician Assistant (ARC- PA), or by one of its predecessor agencies (Committee on Allied Health Education and Accreditation [CAHEA], Commission on Accreditation of Allied Health Education Programs [CAAHEP]) or who has passed the Physician Assistant National Certifying Examination (PANCE) administered by the National Commission on Certification of Physician Assistants (NCCPA) or an examination administered by another agency approved by ADPA. In addition, a fellow member must have conferred a doctoral degree of study. Fellow members shall have the privilege of the floor, voting, and are eligible to hold office.
Physician Assistant, non-doctorate. A non-doctorate Physician Assistant member is an individual who is a graduate of a PA program accredited by the Accreditation Review Commission on Education for the Physician Assistant (ARC- PA), or by one of its predecessor agencies (Committee on Allied Health Education and Accreditation [CAHEA], Commission on Accreditation of Allied Health Education Programs [CAAHEP]) or who has passed the Physician Assistant National Certifying Examination (PANCE) administered by the National Commission on Certification of Physician Assistants (NCCPA) or an examination administered by another agency approved by the Association and who has not completed a terminal degree program leading to a doctoral degree. Members shall be entitled to the privileges of the floor and voting, but are not eligible to hold office.
Student Members. A student member is an individual who is enrolled in an ARC-PA or successor agency approved PA program. Said student members shall be entitled to the privileges of the floor, but shall not be entitled to vote or hold office.
Educational Members. Educational members are those PAs, and other faculty approved by the Board of Directors of the ADPA, who are affiliated with Doctoral PA programs, who otherwise do not meet the requirements for membership. Educational members shall be entitled to the privileges of the floor but shall not be entitled to vote or hold office.
Affiliate Members. Affiliate members shall consist of individuals who desire to associate with the ADPA. Affiliate members shall be entitled to the privileges of the floor but shall not be entitled to vote or to hold office.
Sustaining Members. Sustaining members shall consist of ARC-PA, CAHEA, CAAHEP or successor agency approved PA program graduates who have chosen not to actively practice in the profession, have a terminal degree, and opt to be classified as sustaining members. Sustaining members shall be entitled to privileges of the floor, but shall not be entitled to vote or hold office.
Physician Members. Physician members shall consist of licensed physicians who desire to associate with the Academy and are approved by the Board of Directors of the ADPA or its designee committee. Physician members shall be entitled to the privileges of the floor, but shall not be entitled to vote or hold office.
Associate Members. Associate members shall consist of representatives of businesses engaged in selling products or services to PAs or individuals employed by government agencies who do not qualify for any other membership category and are approved by the Board of Directors of the ADPA or its designee committee. Associate members are not entitled to the privileges of the floor, to vote, or to hold office.
Honorary Members. Honorary membership may be conferred by the Academy upon non-PAs who have rendered distinguished service to the PA profession. Honorary members shall have all the rights and privileges of the Academy with the exception of voting, holding office, and/or chairing commissions or work groups. All honorary members shall be exempt from the payment of dues.
Retired Members. A retired member shall be a doctorate level PA who is a former fellow member who has chosen to retire from the profession, and opts to be classified as a retired member. Retired members shall be entitled to privileges of the floor, but shall not be entitled to vote or hold office.
Doctoral Programs. This encompasses those programs approved by the board and extends membership for all faculty and students. Doctoral Programs shall be entitled to the privileges of the floor but shall not be entitled to vote or hold office, unless the PA meets requirements for the Fellow or Scholar membership categories.
Section 2. Annual Dues
The amount required for annual dues shall be $125 each year, unless changed by a majority vote of the members at an annual meeting of the full membership. Continued membership is contingent upon being up-to-date on membership dues.
Section 3. Rights of Members
Each member shall be eligible to appoint one voting representative to cast the member’s vote in association elections.
Section 4. Resignation and Termination
Any member may resign by filing a written resignation with the secretary. Resignation shall not relieve a member of unpaid dues, or other charges previously accrued. A member can have their membership terminated by a majority vote of the membership, or a member can have their membership terminated by a majority vote of the board.
Section 5. Non-voting Membership
The board shall have the authority to establish and define non-voting categories of membership.
ARTICLE IV. MEETINGS OF MEMBERS
Section 1. Annual Meetings
An annual meeting of the members shall take place. The specific date, time and location of which will be designated by the President. At the annual meeting the members shall elect directors and officers, receive reports on the activities of the association, and determine the direction of the association for the coming year.
Section 2. Special Meetings
Special meetings may be called by the President, the Executive Committee, or a simple majority of the Board of Directors. A petition signed by five percent (5%) of voting members may also call a special meeting.
Section 3. Notice of Meetings
Printed notice of each meeting shall be given to each voting member, by mail or email, not less than two weeks prior to the meeting.
Section 4. Quorum
A quorum for a meeting of the members shall consist of at least one percent (1)% of the active membership.
Section 6. Voting
All issues to be voted on shall be decided by a simple majority of those present at the meeting (or voting electronically) in which the vote takes place.
ARTICLE V. BOARD OF DIRECTORS
Section 1. General Powers
The affairs of the Corporation shall be managed by its Board of Directors. The Board of Directors shall have control of and be responsible for the management of the affairs and property of the Corporation. In addition to the duties and responsibilities conferred upon it by statute, the Board of Directors shall have the following duties and responsibilities:
Grant charters to chapters.
Appoint or remove the Chief Executive Officer (CEO), pursuant to Article V, section 14.
Direct activities of the Academy.
Manage the Academy’s affairs.
Establish committees to perform necessary duties.
Establish, review, and update the Academy’s management plan, as necessary.
To review and determine, on no less than an annual basis, how to implement policies on behalf of the Academy that establish the collective values, philosophies, and principles of the Doctoral PA profession.
Duties of Officers of the Corporation.
The President shall be the chief spokesperson for the ADPA. The President shall report to the members at the annual meeting of the ADPA with an account of the activities of the Board for the past year and its recommendations.
The President-elect shall succeed to the office of President at the expiration of the President’s term or earlier should that office become vacant for any reason.
The Immediate Past President shall perform such other duties as may be assigned by the President or the Board of Directors.
The Vice Presidents shall perform such duties as shall be assigned by the President or Board of Directors.
The Secretary shall be responsible for giving a full report to the membership at the annual meeting; oversee the maintenance of the records of the Academy; and execute the general correspondence.
The Treasurer shall be responsible for adequate and proper accounts of the properties and funds of the Academy; deposit or call to be deposited all monies and other valuables in the name and to the credit of the Academy with such depositories as may be designated by the Board of
Directors; oversee disbursement of the funds of the Academy as may be ordered by the Board
of Directors; render to the Board of Directors, whenever it may request it, an account of all the
transactions as Treasurer, and of the financial condition of the Academy;
Section 2. Number, Tenure, Requirements, and Qualifications
There shall be the following members of the Board of Directors: six (6) Officers and four (4) Directors-at-large. The terms of office shall be as specified below. The Chief Executive Officer will be a non-voting member of the Board of Directors.
The Officers of the Corporation shall be a President, immediate-past President, President-elect, Vice President, Secretary, and Treasurer. The officers are voting members of the Board of Directors by virtue of position.
Eligibility and Qualifications of Board Candidates
A candidate must be a fellow member of ADPA.
A candidate must have been an ADPA fellow member and/or student member for the last three years.
The members of the Board of Directors shall, upon election, immediately enter upon the performance of their duties and shall continue in office until their successors shall be duly elected and qualified. All members of the Board of Directors must be approved by a majority vote of the members present and voting. No vote on new members of the Board of Directors shall be held unless a quorum of the Board of Directors is present as provided in Section 6 of this Article.
No two members of the Board of Directors related by blood or marriage/domestic partnership within the second degree of consanguinity or affinity may serve on the Board of Directors at the same time.
Each member of the Board of Directors shall be a member of the Corporation whose membership dues are paid in full and shall hold office for up to a three-year term as submitted by the nominations committee.
Each member of the Board of Directors shall attend at least nine (9) monthly meetings of the Board per year.
Each member of the Board of Directors shall contribute at least one hundred cash dollars ($100) to the organization annually, all or part of which may come from the tax-deductible value paid for or solicited by the Board member, and received by the Corporation. No contribution credit shall be given for in-kind donations. Provided, however, that the $100 cash requirement for any member who joins after the beginning of the fiscal year for his or her initial one-year term shall be prorated accordingly.
The Chief Executive Officer (CEO) is an employee of the Academy. The CEO shall be bonded at the expense of the Academy in such amounts as the Board of Directors may require. The CEO shall be a non-voting member of the Board of Directors. The CEO shall be under the direction and oversight of the Board of Directors and, in the case of his/her death, resignation, or removal; the Board of Directors shall have the power to fill the vacancy.
Section 3. Regular and Annual Meetings
An annual meeting of the Board of Directors shall be held at a time and day of each calendar year and at a location designated by the Executive Committee of the Board of Directors. The Board of Directors may provide by resolution the time and place, for the holding of regular meetings of the Board. Notice of these meetings shall be sent to all members of the Board of Directors no less than fourteen (14) days, prior to the meeting date.
Section 4. Special Meetings
Special meetings of the Board of Directors may be called by or at the request of the President or any two members of the Board of Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any location, as the place for holding any special meeting of the Board called by them.
Section 5. Notice
Notice of any special meeting of the Board of Directors shall be given at least two (2) days in advance of the meeting by telephone, facsimile or electronic methods or by written notice. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these by-laws.
Section 6. Quorum
The presence of a majority of current members of the Board of Directors shall be necessary at any meeting to constitute a quorum to transact business, but a lesser number shall have power to adjourn to a specified later date without notice. The act of a majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these by-laws.
Section 7. Forfeiture
Any member of the Board of Directors who fails to fulfill any of his or her requirements as set forth in Section 2 of this Article by September 1st shall automatically forfeit his or her seat on the Board. The Secretary shall notify the Director in writing that his or her seat has been declared vacant, and the Board of Directors may forthwith immediately proceed to fill the vacancy. Members of the Board of Directors who are removed for failure to meet any or all of the requirements of Section 2 of this Article are not entitled to vote at the annual meeting and are not entitled to the procedure outlined in Section 14 of this Article in these by-laws.
Section 8. Vacancies
Whenever any vacancy occurs in the Board of Directors it shall be filled without undue delay by a majority vote of the remaining members of the Board of Directors at a regular meeting. Vacancies may be created and filled according to specific methods approved by the Board of Directors. For vacancies in a President or President-elect position, the following shall apply:
OFFICE OF THE PRESIDENT. The President-elect shall become the President to serve the unexpired term. The President-elect shall then serve his/her own successive term as President.
OFFICE OF THE PRESIDENT-ELECT. In the event of a vacancy in the office of President-elect, the Immediate Past President shall assume the duties, but not the office of the President-elect while continuing to perform the duties of Immediate Past President. The Nominating Work Group will prepare a slate of candidates. Eligible members, as described in Section 6 of this Article, shall elect a new President-elect from the candidates proposed and any candidates that self-declare. The elected candidate will take office immediately and will serve the remainder of the un-expired term.
Section 9. Compensation
Members of the Board of Directors shall not receive any compensation for their services as Directors. However, expenses incurred in exercising the duties on behalf of the Board of Directors, may be reimbursed with approval of a majority of the Board of Directors. Appropriate accounting and documentation of those expenses must be presented to the Board of Director for Approval.
Section 10. Informal Action by Directors
Any action required by law to be taken at a meeting of the Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by two-thirds (2/3) of all of the Directors following notice of the intended action to all members of the Board of Directors.
Section 11. Confidentiality
Directors shall not discuss or disclose information about the Corporation or its activities to any person or entity unless such information is already a matter of public knowledge, such person or entity has a need to know, or the disclosure of such information is in furtherance of the Corporations’ purposes or can reasonably be expected to benefit the Corporation. Directors shall use discretion and good business judgment in discussing the affairs of the Corporation with third parties. Without limiting the foregoing, Directors may discuss upcoming fundraisers and the purposes and functions of the Corporation, including but not limited to accounts on deposit in financial institutions.
Each Director shall execute a confidentiality agreement consistent herewith upon being voted onto and accepting appointment to the Board of Directors.
Section 12. Advisory Council
An Advisory Council may be created whose members shall be elected by the members of the Board of Directors annually but who shall have no duties, voting privileges, nor obligations for attendance at regular meetings of the Board. Advisory Council members may attend said meetings at the invitation of a member of the Board of Directors. Members of the Advisory Council shall possess the desire to serve the community and support the work of the Corporation by providing expertise and professional knowledge. Members of the Advisory Council shall comply with the confidentiality policy set forth herein and shall sign a confidentiality agreement consistent therewith upon being voted onto and accepting appointment to the Advisory Council.
Section 13. Parliamentary Procedure
Any question concerning parliamentary procedure at meetings shall be determined by the President by reference to Robert’s Rules of Order.
Section 14. Removal.
Any member of the Board of Directors or members of the Advisory Council may be removed with or without cause, at any time, by vote of three-quarters (3/4) of the members of the Board of Directors if in their judgment the best interest of the Corporation would be served thereby. Each member of the Board of Directors must receive written notice of the proposed removal at least ten (10) days in advance of the proposed action. An officer who has been removed as a member of the Board of Directors shall automatically be removed from office.
Members of the Board of Directors who are removed for failure to meet the minimum requirements in Section 2 of this Article in these by-laws automatically forfeit their positions on the Board pursuant to Section 7 of this Article and are not entitled to the removal procedure outlined in Section 14 of this Article.
ARTICLE VI. OFFICERS.
The officers of this Board shall be the President, immediate-past President, President-elect, first Vice-President, second Vice-President, Secretary, and Treasurer. All officers must have the status of active members of the Board.
Section 1. President
The President shall preside at all meetings of the membership. The President shall have the following duties:
He/She shall preside at all meetings of the Executive Committee.
He/She shall have general and active management of the business of this Advisory Board.
He/She shall see that all orders and resolutions of the Advisory Board are brought to the Advisory Board.
He/She shall have general superintendence and direction of all other officers of this corporation and see that their duties are properly performed.
He/She shall submit a report of the operations of the program for the fiscal year to the Advisory Board and members at their annual meetings, and from time to time, shall report to the Board all matters that may affect this program.
He/She shall be Ex-officio member of all standing committees and shall have the power and duties usually vested in the office of the President.
Section 2. Vice-Presidents
The Vice-President shall be vested with all the powers and shall perform all the duties of the President during the absence of the latter. The Vice-Presidents’ duties are:
He/She shall have the duty of chairing their perspective committee and such other duties as may, from time to time, be determined by the Advisory Board.
Section 3. Secretary
The Secretary shall attend all meetings of the Advisory Board and of the Executive Committee, and all meetings of members, and assisted by a staff member, will act as a clerk thereof. The Secretary’s duties shall consist of:
a. He/She shall record all votes and minutes of all proceedings in a book to be kept for that purpose. He/She in concert with the President shall make the arrangements for all meetings of the Advisory Board, including the annual meeting of the organization.
b. Assisted by a staff member, he/she shall send notices of all meetings to the members of the Advisory Board and shall take reservations for the meetings.
c. He/She shall perform all official correspondence from the Advisory Board as may be prescribed by the Advisory Board or the President.
Section 4. Treasurer
The Treasurer’s duties shall consist of:
a. He/She shall submit for the Finance and Fund Development Committee approval of all expenditures of funds raised by the Advisory Board, proposed capital expenditures (equipment and furniture) , by the staff of the agency.
b. He/She shall present a complete and accurate report of the finances raised by this Advisory Board at each meeting of the members, or at any other time upon request to the Advisory Board.
c. He/She shall have the right of inspection of the funds resting with the Academy, including budgets and subsequent audit reports.
d. It shall be the duty of the Treasurer to assist in direct audits of the funds of the program according to funding source guidelines and generally accepted accounting principles.
e. He/She shall perform such other duties as may be prescribed by the Advisory Board or the President under whose supervision he/she shall be.
Section 5. Election of Officers
The Nominating Committee shall submit at the meeting prior to the annual meeting the names of those persons for the respective offices of the Advisory Board. Nominations shall also be received from the floor after the report of the Nominating Committee. The election shall be held at the annual meeting of the Advisory Board. Those officers elected shall serve a term of one (1) year, commencing at the next meeting following the annual meeting.
Officers of the Executive Committee shall be eligible to succeed themselves in their respective offices for six years. A review and revision will occur periodically by the Executive Committee.
Section 6. Removal of Officer
The Advisory Board with the concurrence of 3/4 of the members voting at the meeting may remove any officer of the Board of Directors and elect a successor for the unexpired term. No officer of the Board of Directors shall be expelled without an opportunity to be heard and notice of such motion of expulsion shall be given to the member in writing twenty (20) days prior to the meeting at which motion shall be presented, setting forth the reasons of the Board for such expulsion.
Section 7. Vacancies
The Nominating Committee shall also be responsible for nominating persons to fill vacancies which occur between annual meetings, including those of officers. Nominations shall be sent in writing to members of the Advisory Board at least two (2) weeks prior to the next meeting at which the election will be held. The persons so elected shall hold membership or office for the unexpired term in respect of which such vacancy occurred.
ARTICLE VII. COMMITTEES
Section 1. Committee Formation
The board may create committees as needed, such as fundraising, housing, public relations, data collection, etc. The board chair appoints all committee chairs.
Section 2. Executive Committee
The four officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all the powers and authority of the board of directors in the intervals between meetings of the board of directors, and is subject to the direction and control of the full board.
Section 3. Finance Committee
The treasurer is the chair of the Finance Committee, which includes three other board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans, and the annual budget with staff and other board members. The board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the board or the Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the board showing income, expenditures, and pending income. The financial records of the organization are public information and shall be made available to the membership, board members, and the public.
ARTICLE VIII. CORPORATE STAFF
Section 1: Chief Executive Officer
The Board of Directors may hire a Chief Executive Officer (CEO) who shall serve at the will of the Board. The CEO shall have immediate and overall supervision of the operations of the Corporation, and shall direct the day-to-day business of the Corporation, maintain the properties of the Corporation, hire, discharge, and determine the salaries and other compensation of all staff members under the Executive Director’s supervision, and perform such additional duties as may be directed by the Executive Committee or the Board of Directors. No officer, Executive Committee member or member of the Board of Directors may individually instruct the CEO or any other employee. The Executive Director shall make such reports at the Board and Executive Committee meetings as shall be required by the President or the Board. The CEO shall be an ad-hoc member of all committees.
The CEO may not be related by blood or marriage/domestic partnership within the second degree of consanguinity or affinity to any member of the Board of Directors or Advisory Council. The CEO may be hired at any meeting of the Board of Directors by a majority vote and shall serve until removed by the Board of Directors upon an affirmative vote of three-quarters (3/4) of the members present at any meeting of the Board Directors. Such removal may be with or without cause. Nothing herein shall confer any compensation or other rights on any Executive Director, who shall remain an employee terminable at will, as provided in this Section.
ARTICLE IX. – Conflict of Interest and Compensation
Section 1: Purpose
The purpose of the conflict of interest policy is to protect this tax-exempt organization’s (ADPA) 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.
Section 2: Definitions
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.
A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,
A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or
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.
Section 3. Procedures
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.
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.
Procedures for Addressing the Conflict of Interest
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.
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.
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.
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.
Violations of the Conflicts of Interest Policy
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.
If, after hearing the member’s response and after making further investigation as 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.
Section 4. Records of Proceedings
The minutes of the governing board and all committees with board delegated powers shall contain:
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.
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.
Section 5. Compensation
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.
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.
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.
[Hospital Insert – for hospitals that complete Schedule C
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.]
Section 6. Annual Statements
Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
Has received a copy of the conflicts of interest policy,
Has read and understands the policy,
Has agreed to comply with the policy, and
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.
Section 7. Periodic Reviews
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:
Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
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.
Section 8. Use of Outside Experts
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.
ARTICLE X. IDEMNIFICATION
Section 1. General
To the full extent authorized under the laws of Oklahoma, the corporation shall indemnify any director, officer, employee, or agent, or former member, director, officer, employee, or agent of the corporation, or any person who may have served at the corporation’s request as a director or officer of another corporation (each of the foregoing members, directors, officers, employees, agents, and persons is referred to in this Article individually as an “indemnitee”), against expenses actually and necessarily incurred by such indemnitee in connection with the defense of any action, suit, or proceeding in which that indemnitee is made a party by reason of being or having been such member, director, officer, employee, or agent, except in relation to matters as to which that indemnitee shall have been adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of a duty. The foregoing indemnification shall not be deemed exclusive of any other rights to which an indemnitee may be entitled under any bylaw, agreement, resolution of the Board of Directors, or otherwise.
Section 2. Expenses
Expenses (including reasonable attorneys’ fees) incurred in defending a civil or criminal action, suit, or proceeding may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding, if authorized by the Board of Directors, upon receipt of an undertaking by or on behalf of the indemnitee to repay such amount if it shall ultimately be determined that such indemnitee is not entitled to be indemnified hereunder.
Section 3. Insurance
The corporation may purchase and maintain insurance on behalf of any person who is or was a member, director, officer, employee, or agent against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the corporation would have the power or obligation to indemnify such person against such liability under this Article.
ARTICLE XI. BOOKS AND RECORDS
The corporation shall keep complete books and records of account and minutes of the proceedings of the Board of Directors.
ARTICLE XII. AMENDMENTS
Section 1. Articles of Incorporation
The Articles may be amended in any manner at any regular or special meeting of the Board of Directors, provided that specific written notice of the proposed amendment of the Articles setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each director at least three days in advance of such a meeting if delivered personally, by facsimile, or by e-mail or at least five days if delivered by mail. As required by the Articles, any amendment to Article III or Article VI of the Articles shall require the affirmative vote of all directors then in office. All other amendments of the Articles shall require the affirmative vote of an absolute majority of directors then in office.
Section 2. Bylaws
The Board of Directors may amend these Bylaws by majority vote at any regular or special meeting. Written notice setting forth the proposed amendment or summary of the changes to be effected thereby shall be given to each director within the time and the manner provided for the giving of notice of meetings of directors.
ADOPTION OF BYLAWS
We, the undersigned, are all of the initial directors or incorporators of this corporation, and we consent to, and hereby do, adopt the foregoing Bylaws, consisting of the preceding pages, as the Bylaws of this corporation.
ADOPTED AND APPROVED by the Board of Directors on this 6th day of October, 2019.