BYLAWS of the Northeast Minnesota Area Health Education Center
ARTICLE I. NAME AND PURPOSE
Section 1. Name.
The name of the organization shall be Northeast Minnesota Area Health Education Center. It shall be a non-profit organization incorporated under the laws of the State of Minnesota.
Section 2. Purpose.
The Northeast Minnesota Area Health Education Center is organized exclusively for charitable, scientific and educational purposes. The purpose of this corporation is: Through its relationship with the University of Minnesota, to develop initiatives and community-campus collaborations that provide educational opportunities for health professions students, addressing the health care workforce issues in Northeastern Minnesota.
- To promote interdisciplinary, rural health profession education programs.
- To support community-based professional development and community-based faculty development for health professionals and outreach to pre-health professions students.
- To promote and encourage an interest in health professions careers.
- Other activities that may promote and enhance the development of interdisciplinary and community-based education toward the end of meeting regional health care workforce needs.
ARTICLE II. MEMBERSHIP
Section 1. Membership: The Sole member of the corporation shall be the Regents of the University of Minnesota.
ARTICLE III. BOARD OF DIRECTORS
Section 1. Board of Directors: The Board is responsible for overall policy and direction of the corporation, and delegates responsibility for day-to-day operation to the staff and committees. The Board shall have up to nineteen (19), but not fewer than eleven (11) members. The Board receives no compensation other than reasonable expenses.
Section 2. Meetings and Notice:
The Board shall meet at least quarterly, at an agreed upon time and place. Board members shall have written notice of the meeting at least two weeks in advance. The Board may meet and transact business by telephone conference, video conference, or other electronic means by which all Board members may participate.
Section 3. Special Meetings:
Special meetings of the Board shall be called upon the request of the Chair, or any three (3) voting members of the Board. Notices of special meetings shall be sent out by the Secretary to each Board member at least one (1) week in advance of the meeting.
Section 4. Action Without Meeting.
The Board may take action without meeting, by written action signed, or consented to by authenticated electronic communication by the number of directors that would be required to take the same action at a meeting of the Board at which all members were present provided that all Board members received written notice of the proposed action at least 48 hours before the action.
Section 5. Terms: All elected Board members shall serve three-year terms. No member of the Board shall serve more than three (3) consecutive terms. For purposes of this limitation, an initial term of less than eighteen (18) months shall not be considered a term. Members who have served three (3) consecutive terms shall be eligible for re-appointment only after one (1) year of non-service.
Section 6. Membership, Election and Appointment.
(a). Ex-Officio Directors. The Executive Director of the corporation shall be an ex-officio member of the board, without vote.
(b). Composition of the Board. Of the Initial Board of eleven (11) voting directors, three (3) directors (University directors) shall be appointed by the Regents of the University of Minnesota, and eight (8) (community directors) shall be providers or consumers from the area served by the Northeast Minnesota Area Health Education Center. Thereafter, if the size of the Board is increased, the proportional representation between University directors and community directors shall be maintained, as closely approximating 30% University membership, as possible.
(c) Appointment, Election and Vacancies. (1) Community Board members shall be nominated by the Nominating Committee of the Board, and elected by the Board, to fill vacancies, as those vacancies occur. Community directors nominated by the Nominating Committee and elected by the Board should be broadly representative of the population of the area served, in terms of demographic factors such as race, ethic background, and gender. It is also the intention of the corporation to retain a balanced representation among the various education and health care professions, and geographic areas served.
(2) University directors shall be appointed by the Regents of the University of Minnesota by and through the Senior Vice President for Health Sciences. At least one University director shall be from Duluth, or associated with the University of Minnesota Duluth. University directors shall have demonstrated experience in the field of educational and health care administration. There is no limit upon the number of consecutive terms a University director may fill.
(3) Removal. A director, except a University director, may be removed by a vote of two-thirds of the entire membership of the Board as then constituted.
(4) Vacancies. A vacancy on the Board of Directors because of death, or resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term, however in the case of a vacancy relating to a University director, that vacancy may be filled by the Regents of the University of Minnesota.
(5) Elections. The Nominating Committee shall nominate a slate of candidates, prior to the annual meeting of the Board, and the Board, at its annual meeting will elect to fill any vacancies resulting from resignation or the expiration of the regular term of a Board member. Section 7. Officers, Terms and Duties.
The officers of the corporation shall be the Chairperson, Vice Chair, Secretary, and Treasurer and shall be elected annually by the Board of Directors for one-year terms, and may not serve more than two (2) consecutive years in any one office. The Nominating Committee shall nominate a slate of corporate officers prior to the annual meeting, and the election of officers shall occur at the annual meeting. Officers shall begin their terms immediately upon election.
(a) Chairperson. The Chairperson shall convene regularly scheduled Board meetings, and, when present, preside over all meetings of the Board of Directors and the Executive Committee. The Chairperson shall perform all duties incidental to the office of the Chairperson and such other duties as may be prescribed by the Board of Directors, including but not limited to, the appointment, with the concurrence of the Board, of all standing and ad hoc committees.
(b) Vice Chair. The Vice Chair shall preside at all meetings in the absence of the Chairperson, and shall perform such other duties as shall be assigned by the Board of Directors or the Chairperson, in the case of death, disability or absence of the Chairperson, the Vice Chair shall perform and be vested with all the duties and powers of the Chairperson until the Chairperson successor shall be elected or the Chairperson shall have resumed his/her duties.
(c) Secretary. The Secretary shall:
- keep the minutes of the meetings of the Board of Directors;
- see that all notices are duly given in accordance with the provisions of these Bylaws;
- be custodian of the corporate records;
- keep a register of the Post Office addresses of each Board member which shall be furnished to the Secretary by such member;
- send out meeting announcements, copies of minutes, and agendas to each Board member, and assure that corporate records are maintained.
- In general, perform all duties incidental to the office of Secretary and such other duties as may from time to time be assigned to him/her by the Chairperson and/or the Board. The Secretary and/or the Board of Directors may delegate duties of the Secretary to the Executive Director or appropriate staff.
(d) Treasurer. The Treasurer:
- shall have the responsibilities to oversee all funds and securities of the corporation and the handling of said funds and securities;
- shall Chair the Finance Committee;
- shall make a report at each Board meeting relative to the financial condition of the corporation;
- shall assist in the preparation of the budget and be responsible for the establishment and monitoring of the internal financial control measures.
- may delegate the day-to-day financial management of the corporation to the Executive Director.
- shall, when present, preside at all meetings of the Finance Committee.
Section 8. Quorum.
A quorum consists of at least 40% of the Board members for business transactions to take place and motions to pass. A vote of the majority of the quorum present shall be valid as the action of the Board of Directors.
Section 9. Vacancies.
When a vacancy on the Board exists mid-term, the Secretary must receive nominations for new members from the Nominating Committee two weeks in advance of a Board meeting. These nominations shall be sent to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting. These vacancies will be filled only to the end of the particular Board member's term. The Board may choose not to fill a vacancy until the next regular election, except that a University director must be replaced by another director appointed by the University.
Section 10. Resignations,
Terminations and Absences. Resignation from the Board must be in writing and received by the Secretary. A Board member shall be terminated from the Board due to excess absences, more than three (3) unexcused absences from Board meetings in a year.
Section 11. Powers and Duties.
The Board of Directors shall have the responsibility and authority to perform all lawful acts not prohibited by statute, Articles of Incorporation, or these Bylaws, including but not limited to the delegation of duties from time to time to the Executive Director, Executive Committee or other standing or special committees. Included among the duties of the Board are to:
- Formulate general objectives, policies and programs.
- Monitor the expenditure of funds.
- Develop adequate financial support for Northeast Minnesota AHEC
- Develop community awareness and support for the Northeast Minnesota AHEC.
- Advocate for the educational needs of health care providers in the Northeast Minnesota AHEC area.
- Evaluate the progress of Northeast Minnesota AHEC annually in relationship to its mission, goals, and objectives, including its future directions.
- Conduct a formal self-evaluation and prepare a written report at the end of each fiscal year.
- Assure compliance with applicable federal, state and local laws and regulations.
- Review such proposals and reports as are furnished to granting agencies.
- Participate, along with the University, in the selection, review, or dismissal of the Executive Director.
- Perform such other duties as are necessary to further the purposes of the corporation, consistent with these Bylaws and applicable laws and regulations.
(a) Reserved Powers.
Notwithstanding anything to the contrary herein, the member of the corporation, the Regents of the University of Minnesota, by and through its Senior Vice President for Health Sciences, reserve and retain the following powers as to the management and affairs of the corporation.
(1) The annual budget shall be formulated for the purpose of furthering the goals and objectives of the corporation, as set forth in the Bylaws. The annual budget shall be formulated by the Board, shall be consistent with all contractual requirements relating to funding of the corporation, and shall be approved in writing by the Board prior to the beginning of the new fiscal year. Subsequent to such approval, but before the commencement of the fiscal year for which the budget shall apply, the annual budget shall be submitted for the approval of the Senior Vice President, and shall be subject to the written approval of the Senior Vice President.
(2) The prior written consent of the Senior Vice President shall also be required for:
a) any merger, consolidation, or substantial transfer or encumbrance of any assets of the corporation;
b) any modification or amendment of the capital or operating budget in excess of $25,000.00, or in excess of the aggregate of 10% of the budget;
c) any action that might, in the reasonable judgment of the Senior Vice President, jeopardize the non-profit tax-exempt status of the University of Minnesota;
d) the implementation of, or any subsequent change to, any strategic, business, or expansion plan or reallocation of space or personnel in a manner that might reasonably be expected to impact negatively the corporation's capacity to perform its functions;
e) any acquisition of any other entity, or any change to a new location, or any expansion to an additional location or locations, or closure of any location, or significant reduction of staff in any location;
f) the hiring or removal of the Executive Director (See paragraph Section 12 below).
Section 12. Corporate Executive Director.
The Corporation?s Executive Director shall be responsible for the overall management of the corporation. The Executive Director shall report to the Board, and to the Senior Vice President or his/her designee. The Executive Director shall be selected by the Senior Vice President in consultation with the Board, and the Senior Vice President may act upon the suspension or discharge of the Executive Director in consultation with the Board. The Chair of the Board, and the Senior Vice President or his designee shall perform an annual review of the Executive Director?s performance and a report of that annual review shall be submitted to the Board and to the Senior Vice President.
ARTICLE IV. COMMITTEES
The Board shall establish such committees as it deems necessary, including the following standing committees.
Section 1. Executive Committee.
The Executive Committee shall consist of the Chairperson, Vice Chair, Secretary, Treasurer, and shall include at least one University member. Subject to later ratification at a meeting of the Board, the Executive Committee may perform any function the Board of Directors requires between regular Board meetings, including reviewing recommendations of committees and acting on those recommendations, and shall maintain a record of business performed by the Executive Committee. Meetings of the Executive Committee shall require a quorum of 75%. The Executive Committee shall circulate among all Board members regular written minutes of its meetings and other transactions. The Executive Committee shall not be comprised of a majority of individuals appointed by the University.
Section 2. Finance Committee.
The Finance Committee shall consist of a Chair and at least two (2) other members of the Board, one (1) of whom shall be a member appointed by the University. The Committee should be responsible for reviewing and monitoring the finances of the corporation, for examining monthly financial reports, and for formulating appropriate recommendations to the Board relative to the budget and capital matters. The Committee shall be responsible for the preparation and submission to the Board, for its review, of budgets showing expected receipts, income and expenditures for the ensuing year. The Committee shall be further responsible for the examination of monthly financial reports, and reviewing and monitoring the corporation?s purchasing and contracting policies and practice.
Section 3. Nominating/Board Development Committee.
The Nominating Committee shall consist of a Chair and at least two other Board members, and is charged with the responsibility for identifying persons interested in becoming Board members, and nominating officers of the Board. The Nominating Committee shall diligently solicit input and suggestions from residents and relevant organizations in the Northeast Minnesota AHEC area, and identify, recruit, and nominate individuals who are representative of the population, the geographic coverage, and the interests of various health care providers in the health care professions in the Northeast Minnesota AHEC area. The Nominating Committee shall also develop orientation materials and procedures for the orientation and education of new and potential Board members.
Section 4. Program Committee.
The Program Committee shall consist of a Chair and at least two other Board members. The Program Committee shall receive and review recommendations or proposals regarding programs that may be supported by the Northeast Minnesota AHEC, and shall make recommendations to the full Board in regard to such programs or proposals, consistent with the purposes and the budget of the corporation. The Program Committee shall also review each funded program, at least annually, and provide to the Board an annual report about each funded program, and such additional reports as the Board may request.
Section 5. Committee Membership.
Interested community members, who are not members of the Board, may be appointed as non-voting members of any committee, except the Executive Committee.
ARTICLE V. AUDITS
The Board of Directors shall authorize an independent auditing firm to conduct an annual audit and submit a report, together with a management letter, to the Board of Directors. Such audits shall be made annually, within four (4) months following the end of the fiscal year and at such other times as the Board of Directors may direct.
ARTICLE VI. FUNDS
Section 1. Contracts and Agents.
The Board of Directors may authorize any officer or officers, Executive Director, or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of or on behalf of the corporation, consistent with these Bylaws, and the contractual obligations relating to the funding of the corporation. Such authority may be general or may be confined to a specific instance or transaction. In accordance with generally accepted accounting principals, all checks, drafts, or order for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such authorized officer, officers, Executive Director, or other agent, and in such a manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer and countersigned by the Chairperson.
Section 2. Deposit.
All funds of the corporation shall be deposited from time to time in such banks, trust companies or other depositories, as the Board of Directors may designate.
Section 3. Revenue/Funds.
The Board of Directors may accept in the name of and on behalf of the corporation any contribution, gift, grant, contract, bequest or device for any purpose of the corporation. Any revenue generated by the corporation shall become the property of the corporation, consistent with the Articles of Incorporation.
ARTICLE VII. Books and Records.
The corporation shall keep correct and complete books and records of accounts and minutes of the proceedings of its Board of Directors, Executive Committee, and other committee meetings. Record keeping shall be the responsibility of the Northeast Minnesota AHEC Executive Director on staff. The Board of Directors shoulder responsibility for assuring the adequacy and accuracy of those records.
ARTICLE VIII. STANDARDS OF CONDUCT.
Board members, employees, consultants, or those who provide services or furnish goods to the corporation may have no potential or actual conflict of interest with the corporation or the University of Minnesota. Upon becoming aware of actual or potential conflict of interest, a Board member shall fully report, in writing, to the Board, any such actual or potential conflict. The Board may then, by a vote of two-thirds (2/3) majority, determine whether such conflict may be waived and under what conditions. Board members must act in an ethical manner and shall not represent the Board at large unless authorized. All members shall act in a manner consistent with the policies and procedures of the Board when acting on behalf of the Board. The corporation recognizes the special status of voting University members on the Board, and acknowledges that their University affiliation is uniquely beneficial to the corporation, and does not represent a conflict of interest.
ARTICLE IX. INDEMNIFICATION
The corporation shall indemnify, to the extent permitted by law, any Board member who was or is a party to any legal action, whether civil or criminal, administrative or investigative, by reason of the fact that he/she is or was a Board member or agent of the corporation, against expenses including attorney fees, judgments, fines, and amounts actually and reasonably incurred by him/her in connection with such legal action, if he/she act in good faith and in a manner reasonably believed to be entered in the best interest of the corporation, and, with respect to any criminal action or proceeding, he/she had no reasonable cause to believe his/her conduct was unlawful.
ARTICLE X. AMENDMENTS
These Bylaws may be amended or replaced in whole or in part, and the terms of the members of the Board may be changed, following written notice of the proposed changes, discussion and consideration at any two consecutive meetings of the Board, by a vote of two-thirds (2/3) majority of the members present at the latter meeting, and with the written consent of the member, by and through the Senior Vice President for Health Sciences.
Adopted, ____________, 2004 ___________________________________ , Secretary