Bylaws of the Ithaca Health Alliance
May 2011
A New York State Not-for-Profit Corporation
ARTICLE I
NAME AND PRINCIPAL OFFICE
Section 1. Name
The name of the corporation shall be The Ithaca Health Alliance, Inc., (hereinafter, "IHA"),
which is a non-profit corporation organized under the Non-Profit Corporation Act of the State
of New York.
Section 2. Principal Office
The IHA shall maintain a registered office in the State of New York.
Section 3. Purpose
The IHA is organized and operated for the promotion of health. The purpose and mission of the
IHA is to facilitate access to health care for all, with a focus on the needs of un- and
underinsured persons.
ARTICLE II
BOARD OF DIRECTORS
Section 1. General Powers
The Board of Directors shall oversee the affairs of the IHA.
Section 2. Number, Tenure, and Qualifications
The minimum number of Directors shall be three and the maximum eleven. Upon election Directors
shall hold office until the expiration of their term. Directors shall initially be elected to
serve a one-year term, with any consecutive terms being two years.
Board members may serve a maximum of three consecutive terms followed by a sabbatical of at
least one year before being considered again for election or for appointment. No Board member
may serve more than eleven years total. At a minimum, Directors shall be 18 years of age.
Members of the Board of Directors are expected to contribute or raise funds annually, to
demonstrate financial leadership, and to support the organization.
Section 3. Election and Replacement of Directors
Pending approval by a majority of the Board, the President may fill a vacancy in the office of
Director when such a vacancy occurs during a Director's term, through resignation, death, or
otherwise, on an interim or permanent basis. The Board shall have authority to fill additional
seats that are either created by attrition or that have remained unfilled since the previous
election period.
Section 4. Removal of Directors
The Board of Directors may remove any Director with an affirmative two-thirds vote whenever,
in its judgment, the best interests of the IHA would be served thereby.
Section 5. Resignation of Directors
Any Director may resign from office at any time. Such resignation shall be made in writing
and shall take effect at the time specified therein, and if no time be specified, at the time
of its receipt by the President of the Board of Directors. The acceptance of a resignation
shall not be necessary to make it effective, but no resignations shall discharge any accrued
obligation or duty of a Director.
Section 6. Regular Meetings
A regular annual meeting of the Board of Directors shall be held at a location in Tompkins
County to be determined by the Board, for the purpose of transacting such business as may
come before the meeting. The Board of Directors may provide by resolution the time and
place of the annual meeting, as well as of additional regular meetings of the Board. Full
minutes of the annual and other regular meetings shall be documented and retained.
Section 7. Special Meetings
The President or any two Directors shall be authorized to call special meetings of the
Board of Directors. In such a circumstance, the President or any two Directors may fix any
place as the place for holding any special meeting of the Board.
Section 8. Notice
Notice of any special meeting shall be given in accordance with then applicable state law for
a meeting of the Directors. Neither the business to be transacted nor the purpose of any
regular or special meeting of the Board need be specified, unless required by law or by
these bylaws.
Section 9. Quorum
A simple majority of the Board of Directors shall constitute a quorum for the transaction of
business.
Section 10. Manner of Acting
The act of a majority of the Directors present at a meeting at which a quorum exists shall
be the act of the Board of Directors, unless statute, these bylaws, or the articles of
incorporation require the act by a greater number.
An affirmative two-thirds vote of the Board of Directors shall be required in the following
circumstances: removal of a Director, removal of an Officer, hiring or firing an Executive
Director, purchase of property, amendment of the bylaws, or dissolution of the corporation.
Remote participation through any medium by which a Director can be reasonably identified as
the speaker shall be considered equivalent to being physically present at a meeting.
Section 11. Acting Without a Meeting
If a vote may be required without a meeting, all Directors must first consent to such a vote.
Such consents shall be filed with the minutes of the proceedings of the Board.
Section 12. Compensation and Expense Reimbursement
Directors shall not receive any compensation for their services, but may be reimbursed for
approved expenses.
ARTICLE III
OFFICERS
Section 1. Officers
The Board of Directors shall annually elect Officers of the IHA, which shall include the
positions of President, Secretary, and Treasurer, and may also include the position of Vice
President.
The President of the Board shall serve as President and in no other capacity while so serving.
The Secretary of the Board shall serve as Secretary and in no other capacity while so serving.
The Vice President or Treasurer may serve in the alternate capacity as needed. No Officer
shall execute, acknowledge, or verify any instrument in more than one capacity, if such
instrument requires execution, acknowledgment, or verification by two or more Officers.
The Board of Directors may elect such Officers as required to meet the obligations of the
organization.
Section 2. Election, Term of Office
The Board of Directors shall annually elect Officers of the IHA. Such election shall be held
at a regular meeting of the Board as soon as convenient after the annual election of
Directors. Vacancies may be filled, or new Officers created and elected, at any meeting of the
Board of Directors. Each Officer shall hold office until a successor shall have been duly
elected. Election of an Officer shall not of itself create contract rights.
Section 3. Succession
There is no automatic succession of Officer positions.
Section 4. Removal
The Board of Directors may remove any Officer elected or appointed by the Board of
Directors by an affirmative two-thirds vote whenever, in its judgment, the best interests of
the IHA would be served thereby.
Section 4. President and Executive Officer
The President shall be the principal executive Officer of the corporation subject to the
direction and control of the Board of Directors. In the absence, inability, or refusal
of the President to act, the Vice President shall 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.
Section 5. Treasurer
The Treasurer shall be the principal accounting and financial Officer of the IHA. If required
by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of
duties in such sum and with such surety or sureties as the Board of Directors shall
determine; payment for such bond shall be an expense of the corporation.
Section 6. Secretary
The Secretary shall perform all duties incident to the office of Secretary, and such other
duties as from time to time may be assigned by the President or by the Board of Directors.
ARTICLE IV
COMMITTEES
Section 1. Committees
The Board of Directors, by resolution adopted by the majority of the Directors in office,
may designate one or more committees, each of which shall consist of one or more Directors.
Each committee, to the extent provided in said resolution and not restricted by law may,
at the discretion of the Board of Directors, have and exercise the authority of the Board in
the management of the corporation. The designation of such committees and the delegation
thereto of authority shall not operate to relieve the Board of Directors, or any individual
Director, of any duty imposed upon it or such person by law.
Membership of committees may be drawn from the community at large, staff, and Board
members who bring specialized knowledge and experiences to the operation of the committees.
The Board shall appoint members according to policies and procedures established by the
Board.
Other committees not having and exercising the authority of the Board of Directors of the
IHA shall be designated by a resolution adopted by a majority of the Directors present at
a meeting at which a quorum exists. Except as otherwise provided in such resolution, the
President of the Board of Directors shall appoint the members thereof. Committee members
may be members of the Board of Directors and qualified community members who bring
specialized knowledge and experiences to the work of the organization. The President
of the IHA may remove any member whenever the best interests of the corporation shall
be served by such removal.
Section 2. Standing Committees
There shall be a Finance committee for the purpose of fiscal oversight of the IHA. At a
minimum this committee shall meet quarterly.
There shall be an Executive committee consisting of the Officers of the Board, and this
committee shall meet as needed.
ARTICLE V
OTHER PROVISIONS
Section 1. Contracts
The Board of Directors may authorize any Officer or agent(s) of the corporation, in
addition to the Officers so authorized by these bylaws, to enter into any contract or
execute and deliver any instrument in the name of and on behalf of the corporation.
Such authority may be general or confined to specific instances.
Section 2. Checks, Drafts, and Other Financial Instruments
All checks, drafts, or other orders for payment of money, notes, or other evidences of
indebtedness issued in the name of the corporation, shall be signed by such Officer or
agent of the corporation and in such manner as shall from time to time be determined by
resolution of the Board of Directors.
Section 3. Deposits
All funds and charitable contributions to the corporation shall be deposited on a
regular basis to the credit of the corporation in such banks, trust companies, credit
unions, or other depositories as the Officers may select.
Section 4. Gifts
The Board of Directors may accept or decline on behalf of the corporation any
contribution, gift, bequest, or device for the general purposes or for any special
purpose of the corporation.
Section 5. Prohibited Loans to Directors and Officers
This corporation shall make no loan to any Director, except for the advancement of expenses
that may be incurred in furtherance of the purposes of the corporation and in the ordinary
course of its affairs, such as for travel, meals, and lodging.
Section 6. Indemnification of Directors, Officers, and Other Agents
This corporation shall have the power to indemnify every Director, Officer, employee, or
other agent of the corporation under the circumstances and conditions of the New York State
Non-Profit Corporation Act against all expenses and liability, including counsel fees
reasonably incurred by or imposed upon such person in connection with any action by a
Director, Officer, employee, or agent of the corporation, or any settlement thereof,
whether or not they are a Director, Officer, employee, or agent at the time such expenses
are incurred, except in such cases wherein the Director, Officer, employee, or agent is
adjudged guilty of willful misfeasance or malfeasance in the performance of his or her
duties. In the event of a settlement, the indemnification herein shall apply only when the
Board of Directors approves such settlement and reimbursement as being in the best
interests of the corporation. The foregoing right of indemnification shall be in addition
to and not exclusive of all other rights to which such person may be entitled.
The corporation shall have the power to purchase insurance for any or all of its Directors,
Officers, employees, or agents against any liability asserted against or incurred by such
person in such capacity or arising out of the Director's, Officer's, employee's, or agent's
status as such, and such insurance may extend beyond the person's rights hereunder.
The corporation shall purchase and maintain a Comprehensive General Liability Insurance
policy to protect and indemnify Directors and Officers of the corporation from legal
recourse in the conduct of the affairs of the corporation.
Section 7. Waiver of Notice
Whenever any notice is required to be given under the provisions of law, the articles of
incorporation, or these bylaws, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated or required,
shall be deemed equivalent to the giving of such notice.
Section 8. Parliamentary Authority
The rules contained in the current edition of Robert's Rules of Order Newly Revised
shall govern the corporation in all cases in which they are applicable and in which they
are not inconsistent with these bylaws, the articles of incorporation, and existing law.
Section 9. Membership
The Ithaca Health Alliance shall have no members.
ARTICLE VI
BOOKS AND RECORDS
The corporation shall keep correct and complete books and records of account and shall
also keep minutes of the proceedings of its Board of Directors and committees having any
of the authority of the Board of Directors. Any Director may inspect all books and records
of the corporation for any proper purpose at any reasonable time.
ARTICLE VII
FISCAL YEAR
The fiscal year shall be January 1 through December 31.
ARTICLE VIII
AMENDMENTS
The power to alter, amend, or repeal the bylaws or adopt new bylaws shall be vested
in the Board of Directors. Such action shall require an affirmative two-thirds vote
of the Board of Directors and may be taken at a regular or special Board meeting for
which written notice of the purpose shall be given.
|
