Section 1. Name of Corporation
The name of the Corporation shall be “Fall River Health Services”. The principal office shall be 209 N. 16th Street, Hot Springs, Fall River County, South Dakota, whereat meetings of the Directors may be held for the transaction of business. However, meetings of the Directors may also be held at any other place within or without the City of Hot Springs, South Dakota, as may be designated by the notice of the meeting.
Section 2. Membership
This Corporation will have no members.
Section 3. Mission Statement
Fall River Health Services is a Non Profit Corporation committed to providing high quality patient-focused healthcare for the whole person regardless of economic or insurance status, or ethnic or spiritual consideration.
The mission is met by:
Fall River Health Services being a professional team committed to excellent quality and patient focused healthcare for the whole person. Our goal is to provide for the physical, emotional, and spiritual needs of the individual, family, and significant others.
Providing primary healthcare for quality diagnosis, treatment and/or referral and long term care, using up-to-date methods to assist every individual to meet their healthcare needs.
Serving each and every individual from Fall River County and surrounding communities, networking with an extensive team of specialized physicians and healthcare providers.
Being a financially sound, progressive facility committed to quality patient care by a professional staff who instill confidence and trust to those served.
Fall River Health Services being an integrated system committed to providing the Primary Health Services needed for the medical and economic health of our community.
Our values of caring, commitment, excellence and integrity serve as the basis for all our interactions with patients, residents, clients and their families. These values provide the benchmark against which we judge the merits of our strategies and decisions. We strive to use limited resources wisely, demonstrate financial accountability, and provide quality care that fosters the trust of the community we serve. The goal of our governing Board of Directors, physicians and employees is to provide quality and service to our customers.
Our vision is to be the medical center of choice for the citizens of Fall River and adjoining counties. We are committed to providing the medical care needed in a setting close to home.
Article II. Board of Directors
Section 1. Size
The number of Directors of the Corporation will be between 9-15 persons. Unless provided otherwise herein, each Director shall hold office until his/her successor has been elected and qualified. A decrease in the number of Directors shall not shorten an incumbent Director’s term. Election shall not of itself create any contract right.
Section 2. Composition and Structure
a. No Director shall be an employee of the Corporation.
b. The Chief Executive Officer (“CEO”) of the Corporation shall be an ex-officio, non-voting Director of the Board.
c. Directors should live or work in the Corporation’s service area.
Section 3. Term of Directors
Each Director shall serve for a term of three years. One-third of the Board of Directors’ terms shall expire each year. A Director may be elected to serve consecutive terms.
Section 4. Election of Directors
At each annual meeting of the Corporation, the Board of Directors shall elect new Directors to replace those Directors whose terms will expire as of the date of such annual meeting. Election of the Directors will be by ballot or voice vote of a quorum of the Directors present. The new Directors’ terms shall commence as of the day immediately following the annual meeting. Unless terminated earlier in accordance with this Article, each Director shall hold office until the expiration of the term for which he/she is elected and qualified.
Section 5. Removal from Office
A Director may be removed from office by majority vote of the Board for cause at a regular or special meeting, provided the affected Director shall have been given notice of the alleged cause at least ten (10) days prior to a hearing and had an opportunity to be heard before the Board in person or by counsel. Removal of a Director shall be effective immediately and shall create a vacancy, and a new Director shall be elected in accordance with Section 7 of this Article II. The right of a Director to vote and all of his/her other rights, titles and/or interests in the Corporation shall cease upon the termination of his/her membership on the Board of Directors.
Section 6. Consent for Action
Any action which may be taken at a meeting of the Directors may be taken without a meeting if the text of the action or resolution agreed upon is sent to all Directors and all Directors consent in writing to such action or resolution. Such consent in writing shall have the same force and effect as a vote of the Board of Directors at a meeting thereof, and may be described as such in any document executed by the Corporation.
Section 7. Vacancy
If a vacancy occurs on the Board of Directors due to health concerns, resignation, death or removal from office, a majority of the Directors then in office will choose a successor who shall serve the remainder of the unexpired term of the Director replaced.
Section 8. Resignation.
A Director may resign at any time by giving written notice to the President or Secretary. Resignation of a Director shall create a vacancy, and a new Director shall be elected in accordance with Section 7 of this Article II.
Section 9. Powers of Individual Directors.
No individual Director (other than the CEO) shall act for the Board of Directors except as may be specifically authorized by the Board. Directors (other than the CEO) shall refrain from giving personal advice or directives to any staff personnel of the Corporation.
Section 10. Compensation
No Director shall receive any compensation for any services performed in his/her capacity as a Director; provided that, by resolution of the Board of Directors, each Director may be paid for reasonable expenses incurred in carrying out Board responsibilities. Any Director may also serve the Corporation in another capacity and in such other capacity receive compensation appropriate for the value of such services performed for the Corporation in such non-Director capacity, provided that all policies and procedures regarding Director conflicts of interest and applicable procurement standards have been followed.
Section 11. Indemnification
Every person who now is, or hereafter shall be, a Director or officer of the Corporation shall be indemnified by the Corporation against all costs and expenses (including counsel fees) thereinafter reasonably incurred by or imposed upon him in connection with or resulting from any actions, suits or proceeding of whatever nature to which he/she shall be made a party for reason of his/her being, or having been, a Director or officer of the Corporation (whether or not he/she is a Director of the Corporation at the time he/she is made party to such action, suit or proceedings or at the time such costs or expenses are incurred by or imposed upon him/her) except in relation to such matter as to which he/she be finally adjudged in such action, suit or proceedings to have been derelict in the performance of his/her duties as such Director. The right of indemnification herein provided shall not be exclusive of other rights in which any person may now or hereafter be entitled as a matter of law.
Article III. Powers of the Board of Directors
Section 1. Business Affairs
The Board of Directors is the principal policy making body of Fall River Health Services. The property, funds, affairs, and business of the Corporation shall be managed exclusively by its Board of Directors. It is bound by legal responsibilities, Bylaws, and contractual obligations to governmental agencies and other funding sources. The Board of Directors has an obligation to accomplish the objectives and mission of Fall River Health Services and the community it serves. The Board of Directors shall be specifically responsible for:
a. Attending to any matter which the Board determines is in the best interest of the Corporation, and is within the purposes and objectives of the Corporation;
b. Taking all necessary steps to assure the achievement of the purposes and objectives of the Corporation;
c. Hiring, annually evaluating, and dismissing the CEO of the Corporation who is an agent of, and accountable to, the Board;
d. Developing, adopting, and periodically updating the Corporation’s personnel policies and procedures, including selection and dismissal procedures, salary and benefit scales, employee grievance procedures, and equal opportunity practices;
e. Developing, adopting, and periodically updating the policies for financial management practices, including a system to assure accountability for corporate resources, long-range financial planning, approving the annual project plan and budget, priorities, and eligibility for services, including criteria for partial payment schedules;
f. Evaluating FRHS activities, including service utilization patterns, productivity, patient satisfaction, and achievement of project objectives, and developing a process for hearing and resolving patient grievances;
g. Conducting a periodic strategic planning process and translating strategic planning goals into operational planning objectives;
h. Assuring that the Corporation’s activities are conducted in compliance with applicable federal, state, and local laws;
i. Developing, adopting, and periodically updating the Corporation’s health care policies, including scope and availability of services, location and hours of services, and quality of care audit procedures;
j. Evaluating FRHS achievements at least annually, and using the knowledge gained to revise the Corporation’s mission, goals, objectives, plans, and budgets as may be appropriate and necessary;
k. Evaluating FRHS periodically for efficiency, effectiveness, and compliance;
l. Selecting an independent auditor and officially accepting the annual audit report.
Section 2. Power to Amend the Corporate Documents
The power to repeal, amend, alter or change the Articles of Incorporation or the Bylaws of the Corporation is vested in the Board of Directors. These Bylaws may be altered, amended or repealed, or new Bylaws may be adopted, at any regular or special meeting of the Board of Directors by an affirmative vote of two-thirds of the Directors present. Any amendment shall be submitted to the Board for review at least thirty (30) days prior to the vote on such amendment or repeal. An amendment shall take effect upon adoption by the Board.
Section 3. Contracts
The Board of Directors may authorize any officer or agent to enter into any contract or to execute and deliver any instruments in the name of and on behalf of the Corporation and such authority may be general or confined to the specific instances.
Section 4. Loans
No loan shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in the name of the Corporation unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specified instances.
Section 5. Checks
All checks, drafts, or other offers for the payment of money, notes or other evidence 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 from time to time may be determined by resolution of the Board of Directors.
Section 6. Deposits
All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories the Board of Directors may select.
Article IV. Meetings
Section 1. Monthly Meeting
The Board of Directors shall hold regular monthly meetings on the last Thursday of the month, subject to exception for good cause, for the transaction of such business as may properly come before the Board. The Board of Directors may provide by resolution for a time and place of the meeting at the office of the Corporation or any other place for the holding of additional regular meetings without notice other than such resolution.
Section 2. Annual Meeting
Annual meetings of the Board of Directors shall be the third Thursday of December for the election of new Directors and transaction of such other business as may properly come before the Board. Notice of the annual meeting shall be given in writing by the Secretary to each Director at least thirty (30) days prior to such meeting.
Section 3. Special Meetings
Special meetings of the Board of Directors may be held at the office of the Corporation in Hot Springs, South Dakota, or any other location that may be agreed upon by the Directors.
Special meetings of the Board of Directors may be called by the President, President-Elect, Secretary or Treasurer on two days’ notice (unless waived) to each Director.
Special meetings shall likewise be called by the President or President-Elect in a like manner upon written request of two Directors. Attendance of a Director at a meeting of the Board of Directors 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 a meeting was not lawfully called or convened. Except as otherwise provided herein or required by law, neither the business to be transacted nor the purpose of any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.
Section 4. Entitled to Vote
Subject to Article II, Section 6, to be entitled to vote at any Directors’ meetings, the Director must be present in person at such meeting. Each Director shall be entitled to one (1) vote. The CEO, as an ex-officio, non-voting Director, shall not be entitled to a vote.
Section 5. Definition of Quorum
Subject to Article II, Section 6, at all meetings of the Board of Directors, the presence of the majority of the Directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of the majority of the Directors present at such meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically required by law or by these Bylaws. If a quorum is not present at any meeting of the Directors, the Directors present may adjourn the meeting until a quorum shall be present.
Section 6. Minutes.
Minutes, including a record of attendance, shall be maintained of all meetings of the Board of Directors. Minutes shall be signed by the Secretary or his/her designee, and retained at the office of the Corporation.
Section 7. Executive Session.
The Board of Directors may conduct all or any part of a meeting in executive session for such purposes as it deems necessary, including, but not limited to, discussion of litigation (actual or threatened), evaluation of personnel or discussion of personnel issues, or receipt of the results of an annual audit. The Board may invite the CEO and such other persons as it deems appropriate to attend an executive session. The public and staff personnel are excluded from executive sessions except when invited to give testimony or advice, after which they will be excused.
Article V. Officers
Section 1. Elected Officers
The elected officers of the Board shall be President, President-Elect, Secretary, and Treasurer. All officers must be Directors. If he/she remains a Director during such time, the immediate Past-President shall serve a term of office for two years after holding the office of President. Such other officers and assistant officers as may be necessary may be elected by the Board of Directors. Any two or more offices may be held by the same person except for the offices of President and Secretary.
Section 2. Terms of Office
The term of office shall be two years for the President, President-Elect and immediate Past- President. The term of office shall be one year for the Secretary and Treasurer. The officers may serve additional terms if re-elected by the Board of Directors.
Section 3. Election
The officers of the Corporation shall be elected by the Board of Directors at the annual meeting. Each officer shall hold office until his/her successor shall be duly elected unless some circumstance precludes the fulfillment of his/her term.
Section 4. Removal from Office
Any officer elected by the Board of Directors may be removed from office for cause by a majority vote of the Board of Directors, provided the affected officer shall have been given notice of the alleged cause at least 10 days prior to a hearing and had an opportunity to be heard in person or by counsel. The hearing for removal may be held at any meeting. Such removal shall be without prejudice to the contract rights of any person so removed.
Section 5. Vacancies
A vacancy in any office because of health, death, resignation, removal or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
Section 6. Resignation.
An officer may resign at any time by giving written notice to the President. If the President is the resigning officer, the written notice shall be given to the Secretary.
Section 7. President
a. Shall preside at all meetings of the Board of Directors and the Executive Committee.
b. Shall select committee memberships and committee chairs.
c. Shall represent the Board at public functions.
d. May elect to be an ex-officio member of all standing and special committees of the Board.
e. Shall perform such other duties as may be required of him or her by the Board of Directors.
f. May sign with the Secretary any deeds, mortgages, bonds, notes, contracts or other instruments which the Board of Directors has authorized to be executed.
Section 8. President-Elect
The President-Elect shall:
Perform all the duties of the office of the President in the absence of the President, and when so acting shall have all the powers and shall be subject to all the restrictions of the President.
Serve as President for the remainder of the term should the office of the President become vacant.
Assume the office of the President at the end of the term of President.
Section 9. Secretary
The Secretary shall:
Keep the minutes of the Board of Directors’ meetings in one or more books provided for that purpose.
See that all notices are duly given in accordance with the provisions of these Bylaws and as required by statutes.
Be custodian of the Corporate records.
Perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the Board of Directors.
Have the ability, with the President, to sign any deeds, mortgages, bonds, notes, contracts or other instruments which the Board of Directors has authorized to be executed.
Section 10. Treasurer
The Treasurer shall:
Have, or assign to the office of the CEO to have, charge and custody of, and be responsible for, all the funds and securities of the Corporation, receive monies due and payable to the Corporation from any source, and deposit all such monies in the name of the Corporation in such banks, trust companies, or other depositories as may be selected in accordance with the provisions of the resolutions passed by the Board of Directors.
Report on the financial condition of the Corporation to the Board of Directors at its regular meetings, the annual meeting and at such other times as the Board may require.
Function as chair of the Finance Committee
Perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the Board of Directors.
Section 11. Chief Executive Officer (“CEO”)
The Board of Directors shall select, hire, annually evaluate the performance of, and, at its discretion, terminate the CEO. The CEO is an agent of the Board of Directors and shall be accountable to the Board. The CEO shall be the chief executive officer of the Corporation and, subject to the oversight of the Board of Directors, shall have responsibility for the general care, supervision, and direction of its affairs in furtherance of the policies and programs established by the Board of Directors. The CEO shall have the authority to employ, supervise, and discharge all personnel of FRHS in accordance with the policies established by the Board of Directors. The CEO or his/her designee shall attend all meetings of the Board of Directors and the Executive Committee, unless the Board requests the CEO’s absence during evaluation of the CEO’s compensation and performance. The CEO shall perform such other duties and exercise such other powers as may be assigned by the Board of Directors.
Article VI. Committees
Section 1. FRHS Standing Committees.
A standing committee is a permanent committee of the Board. The Corporation shall establish the standing committees set forth in this Section. Separate committees may be established by the Board to address the Corporation’s other lines of business. A majority of the voting members of a committee shall be comprised of Directors appointed by the President, subject to approval of the Board of Directors. The President may appoint non-directors to serve on a committee. One member of each committee shall be appointed committee chair by the President, except that the President shall be the chair of the Executive Committee and the Treasurer shall be the chair of the Finance Committee. Only the Executive Committee shall be authorized to act on behalf of the Board with respect to decisions affecting FRHS. All standing committees shall operate in a manner which is consistent with the policies of the Board of Directors. The FRHS Committees shall include:
a. Executive Committee. The Executive Committee shall be comprised of the President, the President-Elect, the Secretary, the Treasurer and the immediate Past-President (if he/she remains a current Director). The Executive Committee shall convene as necessary and, under the direction of the full Board, shall act for the Corporation in all matters related to FRHS during the interim periods between meetings of the Board of Directors. In addition, the Executive Committee shall conduct the preliminary evaluation of the CEO and shall make recommendations to the full Board accordingly. The CEO shall be an ex-officio, non-voting member of the Executive Committee.
b. Personnel Committee. The Personnel Committee shall be responsible for reviewing and, if necessary, making recommendations regarding the personnel policies of the Corporation, employment practices, employee benefits, and personnel relations, and for reporting on issues related to compliance of the policies with all federal, state, and local laws. The Personnel Committee shall conduct salary and wage studies and shall comprise the search committee responsible for recommending candidates for CEO.
c. Finance Committee. The Finance Committee shall be responsible for monitoring and making recommendations to the Board regarding the financial status and policies of FRHS, including fiscal planning, budgeting, policy development, and financial performance, reviewing financial statements and reporting on and overseeing the annual independent financial audit process (with the final annual audit report to be presented to the Board of Directors), as well as working with financial consultants and, as necessary, the auditors.
d. Quality Assurance Committee. The Quality Assurance Committee shall be responsible for monitoring and making recommendations for the implementation of the quality assurance/quality improvement program. In addition to Director representatives, the Committee shall include appropriate staff clinicians and the Medical Director.
Section 2. Ad Hoc Committees.
Ad hoc committees may be created by resolution(s) of the Board of Directors. Except as may otherwise be provided in such resolution(s), members of each such committee shall be Directors appointed by the President, subject to the approval of the Board of Directors.
Section 3. Term.
Each member of a committee shall continue such committee membership until the next annual meeting of the Board, unless the committee shall be sooner terminated, or unless such member resigns from the committee or is removed by a vote of the Board of Directors.
Section 4. Removal from Committee
Any committee member may be removed from a committee by a majority vote of the Board of Directors or by the President.
Article VII. Conflicts Of Interest And Confidentiality
Each Director has a fiduciary duty to the Corporation and must give it his/her loyalty. The Board of Directors shall establish, adopt, and periodically update a written corporate policy that establishes procedures for disclosing and addressing conflicts of interest or the appearance of conflicts of interest by Directors, officers, employees, consultants, and/or agents who provide services or furnish goods to the Corporation, and for maintaining confidentiality of the Corporation’s proprietary information.
Article VIII. Books And Records
The Corporation shall keep at the office of the Corporation correct and complete books and records of account and minutes of the proceedings of its Board of Directors and its committees and a list of the names and addresses of its Directors and officers. Any of the foregoing books, minutes, and records may be in written form or in any other form capable of being converted into written form within a reasonable time.
Article IX. Limitations
Section 1. Exempt Activities.
No Director, officer, employee, consultant, or agent of the 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:
a. Exempt from federal income taxation under Internal Revenue Code Section 501(c)(3); and
b. Contributions to which are deductible under Internal Revenue Code Section 170(c)(2).
Section 2. Sharing in Corporate Earnings.
a. On-going Operations. No Director, officer, or employee of, or any other 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 prohibition shall not prevent either the payment to any such person of reasonable compensation for services rendered to or for the benefit of the Corporation or the reimbursement of expenses incurred by any such person on behalf of the Corporation, in connection with effecting any of the purposes of the Corporation.
b. Dissolution. No Director, officer or employee shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Corporation. All such persons 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, shall be distributed, transferred, conveyed, delivered and paid over, in such amounts as the Board may determine, or as may be determined by a court of competent jurisdiction upon the application of the Board, exclusively to charitable, religious, scientific, literary or educational organizations:
a. Which then qualify for exemption from Federal income taxation under the provisions of Code Section 501(c)(3) and the Treasury Regulations thereunder (as they now exist or as they may hereafter be amended); and
b. Contributions to which are deductible under Code Section 170(c)(2) and the Treasury Regulations thereunder (as they now exist or as they hereafter may be amended).
Section 3. Prohibition Against Political Activities and Limitations on Lobbying.
The Corporation shall not participate, or intervene, in (including the publishing or distributing of statements) any political campaign on behalf of any candidate for public office. No substantial part of the activities of the Corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, except to the extent permitted by law for nonprofit, tax-exempt organizations.