Superior Health Foundation
BYLAWS
OF
SUPERIOR HEALTH FOUNDATION
CORPORATION
1.1NAME. The name of the corporation is Superior Health Foundation.
1.2PLACES OF BUSINESS. The corporation shall have its principal place of business in Marquette, Michigan, and may have such other places of business as the Board of Directors may from time to time determine.
Mission and Vision Statement
The Corporation’s mission is to assist with unmet healthcare needs, with health education, and with programs and research on preventing illness and promoting health. Its vision is to improve the health of the residents of the Upper Peninsula.
PURPOSES
The Corporation shall be organized and operated exclusively for scientific, educational and charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code") and may make expenditures for one or more of these purposes. The specific purposes for which the Corporation is organized are:
3.1To serve a broadly defined mission toimprove healthcare in the greater Marquette community and underserved areas of the Upper Peninsula of Michigan. That mission may include supporting (a) the unmet healthcare needs of the indigent and uninsured; (b) healthcare education programs; (c) supporting programs and research which have the primary purpose of preventing and reducing illness and disease; and (d) other programs to promote the health, education and welfare of the community. The preceding sentences shall not limit the ability of the Corporation to carry out any other charitable, scientific and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code related to health care.
3.2To assist Upper Peninsula patients and the families of patients receiving care and treatment, particularly in the Marquette area, through volunteer services and activities to support and benefit the general healthcare mission of the Corporation.
3.3To receive and solicit gifts, bequests and/or grants in furtherance of its purposes, including, but not limited to, accept, receive, and hold, in trust or otherwise, contributions, legacies, grants, donations, gifts, bequests, devises, and benefactions which may be left, made, or given to the Corporation.
3.4For a period commencing September 1, 2012 to monitor and enforce those provisions of the Asset Purchase Agreement dated as of June 28, 2012 among Marquette General Hospital, Inc., DLP Marquette Holding Company, LLC, and Superior Health Foundation, Inc.
3.5To take all such actions as may be necessary or desirable to accomplish the foregoing purposes within the restrictions and limitations of the Bylaws, the Articles of Incorporation, and applicable law.
3.6To modify any restriction or condition on the distribution of funds for any specified charitable purposes or to specified organizations if in the sole judgment of the Board of Directors, the restriction or condition becomes unnecessary, incapable of fulfillment or inconsistent with the charitable needs of the community served; and
3.7Perform and engage in any and all lawful activities that may be incidental to or reasonably necessary for any of the foregoing purposes, and have and exercise all other powers and authority now or hereafter conferred upon nonprofit corporations by the laws of the State of Michigan.
TAX-EXEMPT OPERATION
4.1The Corporation will not be operated for other than one (1) or more exempt purposes specified under Section 501(c)(3) of the Code.
4.2No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its Directors, officers or to private persons or individuals within the meaning of Section 501(c)(3) of the Code. No compensation shall be paid to any director or officer of the Corporation, or to a substantial contributor to it, except as reasonable compensation for services actually rendered to or for the Corporation. The Corporation is organized to serve public interests. Accordingly, it shall not be operated for the benefit of private interests, such as contributors to or directors of the Corporation, or persons controlled directly or indirectly by such private interest.
4.3No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of, or in opposition to, any candidate for public office.
4.4Notwithstanding any other provision of these Articles, the Corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from Federal income tax under Section 501(c)(3) of the Code or by a corporation, contributions to which are deductible under Section 170(c)(2) of the Code.
4.5Upon dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Corporation, distribute all remaining assets of the Corporation to a corporation described by Section 501(c)(3) of the Code with a purpose related to health care in the same geographic region. Any such assets not so disposed of shall be disposed of by the Circuit Court for the county in which the registered office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, to be used in such manner as in the judgment of such court will best accomplish the general purposes for which this Corporation was organized, including the broad geographic area.
4.6In the event the corporation is determined to be a private foundation, as that term is defined in Section 509(a) of the Code, then for the purpose of complying with the requirements of Section 508(e) of the Code, the corporation shall:
(a)Distribute its income and such part of its capital as may be required by law for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Code;
(b)Not engage in any acts of self-dealings as defined in Section 4941 of the Code;
(c)Not retain any excess business holdings as defined in Section 4943 of the Code;
(d)Not make any investments in such a manner as to subject it to tax under Section 4944 of the Code; and
(e)Not make any taxable expenditures as defined in Section 4945 of the Code.
4.7If any gifts to the Corporation are received and accepted subject to a donor’s conditions or restrictions as to the use of the gift or income therefrom, said conditions or restrictions will be honored, subject, however, to the authority of the Board of Directors to vary the terms of any gift if the continued adherence to any condition thereof is inconsistent with the charitable needs of the community served. No distribution shall be made from the Corporation to any individual or entity if such distribution is not permitted to be made by a corporation exempt from Federal income tax under Section 501(c)(3) of the Code. The Board shall have all powers of modification set forth in Treasury Regulation Section 1.170-9(e)(11)(v)(B).
BOARD OF DIRECTORS
5.1BOARD OF DIRECTORS. The business and affairs of the corporation shall be managed by a Board of Directors, which is the governing body of the corporation. The corporation is organized on a nonstock, directorship basis and, except as otherwise provided by law or in these bylaws, all matters which are subject to membership vote or other action in the case of a Michigan nonprofit membership corporation, shall be approved by action of the Board of Directors. The Board of Directors shall meet as often as necessary to conduct the business of the corporation, but at least annually.
5.2NUMBER AND SELECTION OF DIRECTORS. The Board of Directors shall consist of no less than eleven(11) and not more than fifteen (15) persons, as the Board of Directors shall from time to time determine in order to achieve a diverse board with experience and knowledge regarding healthcare matters; finance and budgeting; volunteerism; and community needs, including the needs of underserved communities throughout the Upper Peninsula. More specifically:
(a)Directors appointed to begin serving on the Board effective September 1, 2012 shall serve for an initial five (5) year term. Upon completion of the initial term, such directors are eligible to serve an additional two (2) / three-year terms.
(b)All directors appointed to the Board of Trustees after September 1, 2012, will serve a maximum of three (3) / three-year terms. Following a year off from the Board, directors may be reappointed.
(c)The Board may name new or replacement Board members to a less than three-year term if necessary to maintain a staggering of terms so that approximately one-third of Board members’ terms expire each year.
(d)In the event of an increase in the number of Directors serving, terms shall be established so that the terms of approximately one-third (1/3) of the Directors expire each year.
(e)New or replacement directors shall be elected by the Board of Directors at any Board meeting.
(f)The Attorney General for the State of Michigan may appoint one Director pursuant to the Monitoring, Compliance and Enforcement Agreement among the Department of Attorney General, Marquette General Hospital, Inc., Superior Health Foundation, DLP Marquette Holding Company, LLC and Lifepoint Hospitals, Inc. (the “AG Designated Director”).
5.3REMOVAL. Any trustee may be removed from office with or without cause at any annual or special meeting of the Board of Directors by the affirmative vote of two-thirds (2/3) of the Directors then in office. The AG Designated Director may be removed by the Attorney General.
5.4VACANCIES. Vacancies occurring in the Board of Directors by reason of death, resignation, removal or other inability to serve shall be filled by the Board of Directors; however, any AG Designated Director vacancyshall be filled by appointment by the current Attorney General. Any Director filling a vacancy shall serve the initial term, and be eligible to serve two (2) additional three-year terms.
5.5ANNUAL MEETING. The annual meeting of the Board of Directors shall be held at such place, date and hour as the Board of Directors may determine from time to time. At the annual meeting, the Board of Directors shall elect directors, elect officers and consider such other business as may properly be brought before the meeting. If less than a quorum of the Directors appear for an annual meeting of the Board of Directors, the holding of such annual meeting shall not be required and matters which might have been taken up at the annual meeting may be taken up at any later regular, special or annual meeting or by consent resolution.
5.6REGULAR AND SPECIAL MEETINGS. Regular meetings of the Board of Directors may be held at such times and places as the Directors may from time to time determine at a prior meeting or as shall be directed or approved by the vote or written consent of all the Directors. Special meetings of the Board may be called by the President or by the Secretary, and shall be called by the President or Secretary upon the written request of any two (2) Directors.
5.7NOTICE OF MEETINGS OF THE BOARD OF DIRECTORS. Written notice of the time and place of all meetings of the Board shall be given to each trustee at least three (3) days before the date of the meeting, either personally, by mailing such notice to each trustee at the address designated by the trustee for such purposes, or by such other electronic means as is available. Notices of special meetings shall state the purpose or purposes of the meeting, and no business may be conducted at a special meeting except the business specified in the notice of the meeting. Notice of any meeting of the Board may be waived in writing before or after the meeting.
5.8ACTION WITHOUT A MEETING. Any action required or permitted at any meeting of the Board of Directors or a committee thereof may be taken without a meeting, without prior notice and without a vote, if all of the Directors or committee members entitled to vote thereon consent in writing. Said written consents shall be filed with the minutes of the proceedings and shall have the same effect as a vote for all purposes.
5.9QUORUM AND VOTING REQUIREMENTS. A majority of the Directors then in office and a majority of any committee appointed by the Board constitutes a quorum for the transaction of business. The vote of a majority of the Directors or committee members present at any meeting at which there is a quorum shall be the acts of the Board or the committee, except as a larger vote may be required by the laws of the State of Michigan, these Bylaws or the Articles of Incorporation. A member of the Board or of a committee may participate in a meeting by conference telephone, interactive television or computer conference, or similar communications equipment by means of which all persons participating in the meeting can hear one another. Participation in a meeting in this manner constitutes presence in person at the meeting.
5.10POWERS OF THE BOARD OF DIRECTORS. The Board of Directors shall have charge, control and management of the business, property, personnel, affairs and funds of the corporation and shall have the power and authority to do and perform all acts and functions permitted for an organization described in Section 501(c)(3) of the Code not inconsistent with these Bylaws, the Articles of Incorporation or the laws of the State of Michigan. In addition to, and not in limitation of all powers, express or implied, now or hereafter conferred upon Directors of nonprofit corporations, and in addition to the powers mentioned in and implied from Section 1.3, the Board of Directorsshall have the power to borrow or raise money for corporate purposes, to issue bonds, notes or debentures, to secure such obligations by mortgage or other lien upon any and all of the property of the corporation, whether at the time owned or thereafter acquired, and to guarantee the debt of any affiliated or subsidiary corporation or other entity, whenever the same shall be in the best interests of the corporation and in furtherance of its purposes.
5.11COMPENSATION. Directors shall receive no compensation for their services on the Board of Directors. The preceding shall not, however, prevent the corporation from purchasing insurance as provided in Article IV nor shall it prevent the Board of Directors from providing the reasonable compensation to a Director for services which are beyond the scope of his or her duties as director or from reimbursing any Director for expenses actually and necessarily incurred in the performance of his or her duties as a director.
5.12EXECUTION OF CONVEYANCES, MORTGAGES AND CONTRACTS. The Board of Directorsmay in any instance designate one or more officers, agents or employees to execute any contract, conveyance, mortgage or other instrument on behalf of the corporation, and such authority may be general or confined to specific transactions. The Board of Directors may also ratify any execution. When the execution of any instrument has been authorized without specifying the executing officers or agents, the President or any Vice President and the Secretary, any Assistant Secretary, the Treasurer or any Assistant Treasurer or Executive Director may execute such instrument on behalf of the corporation. No loan shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name, unless authorized by the Board of Directors and provided for in an approved budget of the corporation.
5.13HONORARY DIRECTORS. The Board of Directors may, in its discretion, agree to the appointment of honorary Directors to attend meetings of the Board of Directors for specific purposes. Such persons are not entitled to notice of meetings and are not entitled to vote.
OFFICERS
6.1OFFICERS. The officers shall be a President, a Secretary, and a Treasurer, and all officers shall be members of the Board of Directors of the corporation. An Individual may hold more than one officer position. There may also be one or more Vice Presidents and such assistant officers, as the Board of Directors deems appropriate.
6.2ELECTION AND TERM OF OFFICE. All officers shall be elected for a term of one (1) year (or until their successors have been elected) by the Board of Directors at its annual meeting. No person may execute, acknowledge or verify an instrument in more than one capacity if the instrument is required by law or by the Articles of Incorporation or these bylaws to be executed, acknowledged or verified by two (2) or more officers.
6.3REMOVAL. Any officer may be removed with or without cause by the vote of a majority of the Directors then in office at any regular or special meeting of the Board of Directors.
6.4VACANCIES. In the event of the death, resignation, removal or other inability to serve of any officer, the Board of Directors shall elect a successor who shall serve until the expiration of the normal term of such officer or until his or her successor shall be elected.
6.5PRESIDENT. The President shall preside at all meetings of the Board of Directors and will have those duties and powers as is authorized by the Board of Directors. The Board President shall be a member of all Board committees with a vote.
6.6VICE PRESIDENTS. There may be one or more Vice Presidents who shall have such duties as determined from time to time by the Board of Directors or the President. When Vice Presidents have been elected, one or more such Vice Presidents shall be designated who shall perform the duties of the President in the President's absence.
6.7SECRETARY. The Secretary (or, in the Secretary's absence or incapacity, an Assistant Secretary) shall send or cause to be sent all required notices of meetings of the Board of Directors, shall receive and attend to all correspondence of the Board of Directors, shall have custody of all documents belonging to the corporation (except as otherwise provided in these Bylaws) and of the corporate seal (if any), and shall perform such other duties as usually pertain to the office or as shall be determined from time to time by the Board of Directors.
6.8TREASURER. The Treasurer (or, in the Treasurer's absence or incapacity, an Assistant Treasurer) shall serve on the Finance and Audit Committee and, with their assistance, shall have charge of the funds of the corporation, except for such funds as the Board of Directors may designate; shall see that an accounting system is maintained which will give a true and accurate accounting of the financial transactions of the corporation; and shall render reports from time to time as requested by the Board of Directors of his or her activities and the financial condition of the corporation. All funds received by the Treasurer shall immediately be deposited in a depository designated by the Board of Directors.
6.9EXECUTIVE DIRECTOR. The Executive Director shall be the Chief Executive Officer (CEO) of the corporation, and as such, under the direction of the Board of Trustees of the corporation, shall have the power on behalf of the corporation, to perform all acts, execute and deliver all documents and take all steps that the Board of Directors, thru the Board President, deem necessary in order to effectuate the actions, mission and policies of the Board of Directors of Superior Health Foundation. The Executive Director shall have full supervisory control over all paid employees. The Executive Director shall be an “ex officio” member of all foundation committees without a vote.