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BYLAWSHEALTH ADVANCEMENT COLLABORATIVE OF CENTRAL NEW YORK ARTICLE I NAME AND PURPOSES Section 1 – Name. The name of the Corporation is the Health Advancement Collaborative of Central New York (Corporation). Section 2 – Purposes. The purposes of the Corporation are to bring together employers, hospitals, physicians, insurers and consumers in a collaborative forum to advance the highest level of health care quality, access and safety while maintaining or decreasing the cost. The organization will provide a vehicle for the cooperative analysis of the health care system in Central Upstate New York, and to create community efforts to address issues relative to the health care delivery and financing system in Central Upstate New York, particularly those that might address the safety, quality, access, and/or cost of health care services. In furtherance of such purposes the Corporation shall: (1) build understanding of the changes in the health care delivery system; (2) educate businesses and individuals within the community to help them understand their health care costs and how to navigate effectively the health care system; (3) educate health care providers and insurers on the impact of their actions on business and industry; (4) analyze premium cost increases for health insurance programs; (5) provide the opportunity for community dialogue on major health care planning issues; (6) initiate significant projects and efforts through community collaboration that could only be achieved by the cooperation of all parties; (7) review pertinent technology, facilities or procedures, and consider both the appropriateness and need for new services; (8) make recommendations to community and state regulatory agencies relative to health care delivery or financing issues; (9) begin creation of a Regional Health Information Organization (RHIO) and, (10) do any other act or thing incidental to or connected with the foregoing purposes or in advancement thereof, but not for the pecuniary profit or financial gain of its members, directors or officers, except as permitted by Article 5 of the Not-for-Profit Corporation Law. Section 3 – Operating Principles. The organization will seek to embody the following guiding principles as it conducts its work: understanding between members of the community, encouraging cooperation, trust, and the setting aside of individual agendas, building consensus, developing action-oriented plans and projects, achieving measurable outcomes, seeking win/win solutions, providing transparency, shared governance and decision-making and encouraging the candid exchange of information in a safe environment. Section 4 – Office. The office of the Corporation shall be located in the City of Syracuse, County of Onondaga, New York.
ARTICLE II Section 1 – Classes of Membership. There shall be two classes of membership: (1) organizational members and (2) individual members. Organizational members shall consist of not-for-profit organizations which represent key decision makers in health care delivery, health financing, and businesses throughout Central New York. Individual members include those persons, for profit businesses, or institutions who support the purposes described in Article I, Section II and the operating principals described in Article I, Section III and who remain members in good standing by meeting the obligations of membership as determined by the Board of Directors, including, but not limited to the payment of dues. Section 2 – Organizational Membership Defined. For the purposes of these bylaws, there shall be six organizational members: Section 3 – Individual Membership Defined. Those who meet the requirements for individual membership as described in Article II, Section 1 and are elected to the class of individual membership by an affirmative vote of at least 2/3 of the board shall become individual members of the organization. Individual members, at the time of their election, shall be classified into one, and only one of the following categories: At-large sector members may include individuals or organizations who are not otherwise categorized into any other sector of membership. Examples of “at-large” members shall include, but not be limited to, nursing homes, governmental representatives, or consumers. Section 4 – Representation. In all aspects of membership, including without limitation, voting, deliberating and holding office, members who are not natural persons shall be represented by a duly authorized representative, who must be a member of the Board, a member of the organization, the chief executive officer or decision maker within their organization, business or institution, and who may be changed at the discretion of the member.
ARTICLE III Section 1 – Annual Meetings of Members. An annual meeting of members for the appointment of directors and the transaction of such other business as properly may come before it shall be held at a location designated by the President in the month of October, at such time as agreed upon by a majority of the members. If such day is a legal holiday in any year, the meeting shall be held on the next following day that is not a legal holiday, at the same time and place. Section 2 – Special Meetings. Special meetings of the members may be called by the President at any time. Special meetings shall be called by the President or Secretary at the request in writing of a majority of the organizational members, or if requested by two-thirds of the individual members. Only business specified in the notice of meeting shall be transacted at any special meeting, except that any business may be transacted at a special meeting of which notice is duly waived by all members. Section 3 – Notice of Meetings. Notice of the annual and special meetings of members shall be given in the manner required by law and by mailing/emailing a copy of the notice of such meeting not less than five nor more than forty days prior to the date fixed for such meeting to the chief executive officer of each organizational member of the Corporation, and to each individual member entitled to vote thereat at his address as shown by the records of the Corporation. If a member shall file with the Secretary a written request that notices be mailed/emailed to him/her at some other address, notices shall be mailed/emailed to him/her at the address so designated. Section 4 – Quorum. At all annual and special meetings of the members there shall be present two-thirds of the organizational members of the Corporation and one-half of the individual members entitled to vote at such meeting, either in person or by proxy, in order to constitute a quorum for the transaction of business but less than a quorum may adjourn such meeting from time to time without notice until a quorum is present. Section 5 – Waiver. Notwithstanding any of the foregoing provisions, a meeting of the members may be held at any time and at any place, and any action may be taken thereat, if notice and lapse of time be waived in writing by every member having the right to vote at meetings of members. Section 6 – Voting. At any meeting of the members, the organizational members, MDA, Chamber, MACNY, HEC, Medical Society and Excellus are entitled to one vote each. The entire class of individual members are also entitled to one vote. Organizational members shall designate, at least one business day before the meeting, the one person who is entitled to cast its vote at any meeting of the members. This designation shall be reported to the President of the Board of Directors. The class of individual members shall vote on any issue decided at such membership meeting, and its vote shall be determined by majority vote of the individual members. Section 7 – Dues. The members will determine an appropriate level of dues which may be imposed upon the various classes of organizational and individual membership. Section 8 – Conduct of Meetings. All meetings of the Corporation shall be conducted in accordance with the Ninth Edition (1990) of Robert’s Rules of Order or the most recent update.
ARTICLE IV Section 1 – Duties and Number of Directors. The property, affairs, and management of the Corporation shall be vested in and controlled by a Board of Directors (the “Board”). There shall be twenty-seven (27) directors. In order to serve as a Director, each individual appointed or elected must be the chief executive officer or decision maker within their respective organization or business. Of the twenty-seven (27) board members, nineteen (19) shall be appointed by the organizational members, at least three (3) shall be appointed from among the individual members, and up to three (3) non-member directors may be appointed. Non-member directors shall be individuals who live or work within the region, and may or may not be members of the organization. There shall be a minimum of ten (10) directors appointed from the business and industry sector, three (3) from the health insurance industry sector, six (6) from the physician sector, four (4) from the hospital sector and three (3) other directors. The three (3) other directors may come from any sector. Section 3 – Individual Directors. The individual directors shall be appointed by the organizational members of the Board of Directors from among eligible individual members of the organization. In the event that there is an insufficient number of individual members, or there are no individual members representing appropriate sectors, the Board may appoint a non-member to the seat. The Health Advancement Collaborative of Central New York’s Board of Directors can remove any director not appointed by an organizational member if seventy-five percent (75%) of the members of the Directors of the Board affirmatively vote for that removal. Section 8 – Vacancies. (a) Vacancies, for any reason whatsoever, among the organizational directors occurring between annual meetings shall be filled for the unexpired term by appointment by the respective organizational member who appointed them. (b) Vacancies, for any reason whatsoever, among the non-organizational directors occurring between annual meetings, shall be filled for the unexpired term by the Board of Directors.
Section 1 – Meetings. Meetings of the Board shall be held immediately following the annual meeting of the members, and at any other time and place specified by the President. In no event shall there be less than four meetings of the Directors in any calendar year. The President or Secretary also shall call a meeting whenever requested to do so in writing by a majority of the Board. The President shall preside at all meetings of the Board. Section 2 – Notice and Quorum. Notice of each meeting of the Board shall be given by the President, or by the Secretary of the Corporation to each member of the Board, not less than three days before the said meeting. At any meeting of the Board, at least 60% of the active Directors shall be present and shall constitute a quorum. Any director may waive notice of any meeting of the Board. Section 3 – Voting. Each Director is entitled to one vote. Unless otherwise specified below in these articles, any issue before the Board will be decided by majority vote. Advance notification, in writing, of at least fourteen (14) days, will be required for votes on items numbered one (1) through five (5) above. Section 4 – Unanimous Written Consent. The Board of Directors shall have authority to undertake and/or authorize any action required or permitted to be taken by this Board or any committee thereof to be taken without a meeting if all members of the Board of Directors, or all the members of any committee thereof shall consent in writing to the adoption of a resolution authorizing the undertaking or authorizing the action. Section 5 – Telephonic Board Meetings. Any one or more members of the Board of Directors or any committee thereof may participate in a meeting of such Board or committee thereof by means of a conference telephone or similar telephonic communication equipment allowing all persons participating in the meeting to hear each other and such participation by telephonic means shall constitute presence in person at such meeting. Section 6 – Directors’ Attendance Requirements. Each Director shall attend a minimum of 50% of the scheduled Board of Directors meetings. In the event that a Director attended fewer than 50% of the meetings in any single calendar year, he or she may continue as a Director only upon the positive vote of a majority of the Board of Directors at the next annual meeting.
ARTICLE VI Section 1 – Officers Enumerated. The officers of the Corporation shall be a President, two Vice Presidents, a Secretary and a Treasurer. There may be such other officers as the needs of the Corporation may require from time to time. Other officers need not be Directors, but must be members of the organization. Section 2 – Election of Officers. The officers shall be elected annually by the board at the annual meeting. The Board may, at any time, by resolution, appoint other officers. No person shall hold more than one office simultaneously. No more than two officers can be elected from any single sector. Section 3 – Nomination of Officers. At least two months prior to the annual meeting of members, the President shall appoint and the Board shall approve a Nominating Committee of three Directors. The Nominating Committee shall furnish to the Directors’ meeting at which officers are to be elected, the name of one person for every office to be filled by election. The persons so named shall be deemed nominated for such office, but additional persons may be nominated for office by any Director. Section 4 – Term of Office. All officers shall serve for one year or until the next annual election of Directors, except that the Board may remove any officer, at its pleasure, at any time, by a majority vote of the entire Board. Officers may be elected to succeed themselves for consecutive terms. Section 5 – President. The President shall preside at all meetings of the members of this Corporation and of the Board of Directors and shall appoint such committees as he or the Board of Directors shall consider expedient or necessary. The President shall have general management of the affairs of this Corporation subject to the approval of the Board of Directors and shall perform all other duties incidental to his office. The President shall be an ex officio member of all standing committees. Section 6 – Vice President. In the absence of the President, one of the Vice Presidents, as selected by the board, shall perform the President’s duties. Section 8 – Treasurer. The Treasurer shall have care and custody of all receipts, monies and securities of the Corporation and shall deposit the same in the name of the Corporation in such banking institution or institutions as the Board of Directors may designate, and shall disburse funds of the Corporation as ordered and authorized by the Board of Directors. The Treasurer shall keep regular accounts of the receipts and disbursements and furnish an itemized statement of the same at regular meetings of the Board of Directors and members of the Corporation. The President or an assistant Treasurer, if any, shall in the absence or incapacity of the Treasurer, perform the duties of that office. The Board of Directors shall determine whether a bond for the faithful performance of the duties of the Treasurer shall be required and the amount thereof and also whether an annual audit of the affairs of the Corporation shall be made by independent accountants. Section 9 – Other Officers. Other officers shall perform such duties and have such powers as may be assigned to them by the Board. Section 10 – Executive Committee. There shall be an Executive Committee of seven persons comprised of the officers, and two other persons designated by the Board from among its members. The Executive Committee shall contain a representative from each of the sectors. The Executive Committee shall have the full authority to manage the affairs of the Corporation subject to directions of the Board. Section 11 – Executive Director. The Board may hire an Executive Director, on such terms as it deems appropriate, to manage the day-to-day affairs of the Corporation. The Executive Director, if one is appointed, may attend meetings of the Board, at the Board’s discretion, and participate in deliberations, but shall have no vote.
Section 1 – Any person who was, is, or is threatened to be made a party to any action or proceeding, whether civil or criminal (including an action by or in the right of the Corporation) by reason of the fact that he or she, his or her testator or intestate, is or was a director or officer of the Corporation, shall be defended and indemnified by the Corporation against all judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred in connection with the defense or appeal of any such action or proceeding, and against any other amounts, expenses and fees similarly incurred; provided that no indemnification shall be made to or on behalf of any director of officer where defense or indemnification is prohibited by applicable law. The right of indemnification shall include the right of a director or officer to receive payment from the Corporation for expenses incurred in defending or appealing any such action or proceeding in advance of its final disposition; provided that the payment of expenses in advance of the final disposition of an action or proceeding shall be made only upon delivery to the Corporation of an undertaking by or on behalf of the director of officer to repay all amounts so advanced if it should be determined ultimately that the director or officer is not entitled to be defended or indemnified. The proceeding right of defense and indemnification shall be a contract right enforceable by the director of officer with respect to any claim, cause of action, action or proceeding accruing or arising while this bylaw shall be in effect. Section 2 – Any defense or indemnification provided for by Section 1 shall be authorized in any manner provided by applicable law or, in the absence of such law:
Section 3 – If a claim of indemnification is not paid in full by the Corporation within ninety days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to recover the expenses of prosecuting such claim. Section 4 – The rights conferred on any person under this Article shall not be exclusive of any other right which may exist under any statute, bylaw, agreement, or otherwise. Section 5 – Subject to the laws of New York, the Corporation shall maintain insurance, at its expense, to protect itself and any director, officer, employee or agent or the Corporation against any expense, liability, or loss of the general nature contemplated by this Article, whether or not the Corporation would have the power to defend or indemnify such person against such expense, liability or loss under the laws of New York. Section 6 – It is the intent of the Corporation to defend and indemnify its officers and directors to the fullest extent authorized by the laws of New York as they now exist or may hereafter be amended. If any portion of this Article shall for any reason be held invalid or unenforceable by judicial decision or legislative amendment, the valid and enforceable provisions of this Article shall continue to be given effect and shall be construed so as to provide the broadest indemnification provided by law.
ARTICLE VIII Section 1 – Form of Seal. The corporate seal shall have inscribed thereon 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 thereof to be impressed or affixed or in any manner reproduced.
ARTICLE IX Section 1 – Method of Amending Bylaws. These Bylaws may be amended, altered or repealed, in whole or in part, by the affirmative vote of two-thirds of the Board of Directors represented in person or by proxy, at a regular or special meeting of the Board of the Corporation duly called as hereinbefore provided.
Section 1 – No Sharing in Corporate Earnings. No member, director, officer or employee of or member of a committee of or person connected with the Corporation, or any other private individual shall receive at any time any of the net earnings or pecuniary profit from the operations of the Corporation, provided that this shall not prevent the payment to any such person such reasonable compensation for services rendered to or for the Corporation in effecting any of its purposes as shall be fixed by the Board of Directors; and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Corporation. Section 2 – Dissolution. All members of the Corporation shall be deemed to have expressly consented and agreed that upon such dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the assets of the Corporation, after all debts have been satisfied, then remaining in the hands of the board of Directors shall be distributed, transferred, conveyed, delivered and paid over, in such amounts as the Board of Directors may determine, subject to order of a Justice of the Supreme Court of the State of New York, exclusively to charitable, health, or educational organizations which would then qualify under the provisions of Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.
ARTICLE XI Section 1 – Exempt Activities. Notwithstanding any other provision of these bylaws, no member, director, officer, employee or representative of this Corporation shall take any action or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.
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