AMENDED AND RESTATED BYLAWS
NURSING AND THERAPY SERVICES OF COLORADO, INC.,
a Colorado nonprofit corporation Dated February 25, 2013
(Last amended 10/24/2016)
These Amended and Restated Bylaws were adopted by the Board of Directors of the Corporation on
February 25, 2013.
The principal office of Nursing and Therapy Services of Colorado, Inc., a Colorado nonprofit corporation (the "Corporation"), shall be at 1130 West Woodmen Road, Colorado Springs, Colorado 80919. The Corporation may also have offices at such other places as the board of directors of the Corporation (the “Board of Directors” or the “Board”) may determine from time to time. The registered office of the Corporation shall be registered with the Secretary of State of the State of Colorado (the “Secretary of State”).
The Corporation does not have “members” as that term is defined by the Colorado Revised Nonprofit Corporation Act (the “Act”).
BOARD OF DIRECTORS
Section 1. General Powers. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation managed under the direction of, the Board of Directors. The Board of Directors shall have all powers set forth in the Act, except as those powers may be limited in the amended and restated articles of incorporation of the Corporation (the “Articles of Incorporation”) or these amended and restated bylaws (the “Bylaws”). The Board of Directors shall be responsible for: (a) compliance with all the federal regulations, state rules and local laws; (b) quality consumer care; (c) policies and procedures which describe and direct functions and services of the Corporation and protect consumer rights; (d) reviewing of written agency evaluation reports and other communications from the Administrator; and (e) establishing and maintaining a
system of financial management and accountability.
Section 2. Number, Qualifications and Tenure. The Board of Directors shall consist of not less than two (2) or more than seven (7) directors (the “Directors” or a “Director”). The number of Directors may be fixed or changed from time to time within the range by the Board of Directors. The Directors shall be natural persons at least eighteen years of age or older. The Board of Directors shall consist of members who singularly or collectively have business and health care experience sufficient to oversee the services provided by the Corporation. The Directors need not be residents of the State of Colorado. Each Director shall hold office until the Director resigns, dies or is removed pursuant to these Bylaws.
Section 3. Election. If a vacancy occurs on the Board of Directors or the members of the Board resolve to add additional persons to the Board of Directors, the Directors may fill such vacancy or elect such additional members by a vote of a majority of the Directors. If there are no remaining Directors, the Administrator shall appoint a natural person to fill such vacancy. Any successor Director elected or appointed pursuant to this Section shall have the same rights, duties, and obligations as any other member of the Board of Directors.
Section 4. Resignation. Any Director may resign at any time by giving written notice to the Board of Directors or to the Administrator. Such resignation shall be effective when the notice is received by the Board of Directors or the Administrator unless the notice states a later effective date. The acceptance of such resignation shall not be necessary to make it effective.
Section 5. Removal. Any Director may be removed with or without cause at any time by the affirmative vote of at least two-thirds of the Directors. The removal shall be effective when the notice is received by both the Director to be removed and the Corporation unless the notice states a later effective date.
Section 6. Place of Meetings. The Board of Directors may hold its meetings at such place or places as the Board may determine.
Section 7. Annual Retreat. An annual retreat of the Board of Directors shall ordinarily be held in November or December of each year at such time and place as the Board may determine.
Section 8. Regular Meetings. Regular meetings of the Board of Directors or any committee designated by the Board may be held without notice of the date, time, place, or purpose of the meeting if the Board establishes a schedule for the regular meetings. The Board of Directors shall meet no less frequently than once every quarter when a review of the Corporation’s operations will be conducted.
Section 9. Special Meetings. Special meetings of the Board of Directors or any committee designated by the Board may be called by or at the request of any officer of the Corporation (an “Officer”) or any Director at any time and at any place. Special meetings of the Directors shall be preceded by at least two days’ notice of the date, time, and place of the meeting. The purpose of such meeting need not be specified in said notice. A waiver of notice of a meeting which is in writing and signed by the Director entitled to such notice, whether before, at, or after the meeting, shall be equivalent to the giving of notice. A Director’s attendance at or participation in a meeting waives any required notice to that Director of the meeting, unless, at the beginning of the meeting or
promptly upon the Director’s later arrival, the Director objects to holding the meeting or transacting business at the meeting because of lack of notice or defective notice.
Section 10. Quorum and Manner of Acting. At all meetings of the Board of Directors, a quorum shall consist of a majority of the Directors in office immediately before the meeting begins. Except as otherwise provided in these Bylaws or required by the Act, if a quorum is present when a vote is taken, the affirmative vote of a majority of Directors present at the meeting is the act of the Board of Directors. In the absence of a quorum, a majority of the Directors present may, without notice other than an announcement at the meeting, adjourn the meeting until a quorum can be obtained.
Section 11. Proxies. In accordance with the Act, for purposes of determining a quorum with respect to a particular proposal and for purposes of casting a vote for or against a particular proposal, a Director may be deemed to be present at a meeting and to vote if the Director has granted a signed written proxy to another Director who is present at the meeting, authorizing the other Director to cast the vote that is directed to be cast by the written proxy with respect to the particular proposal that is described with reasonable specificity in the proxy. Except as provided in this Section, Directors may not vote or otherwise act by proxy.
Section 12. Committees of the Board. The Board of Directors, by resolution adopted by majority vote of the Directors, may designate one or more Directors to constitute an executive committee or other committee as designated in such resolution. Such committees may exercise all authority of the Board as set forth in the resolution to the maximum extent permitted by the Act. A committee may be abolished by majority vote of the Directors. No such committee shall have the power or authority to elect, appoint or remove any Director; amend, restate, alter, or repeal the Articles of Incorporation; amend, restate, alter, or repeal these Bylaws; approve a sale, lease, exchange, or other disposition of all or substantially all the property of the Corporation; or to take any other action prohibited by law.
Section 13. Advisory Committees. The Board of Directors also may establish additional committees or advisory boards as the Board may deem appropriate in order to provide advice, service, and assistance to the Corporation. The Board may designate one or more persons who are not Directors or Officers as members of such committees and advisory boards. Such committees and advisory boards shall have not have any authority to act on behalf of or bind the Corporation and shall not have or exercise any of the authority, powers or duties of the Board. Such committees and advisory boards shall undertake only such tasks as are set forth in the resolution establishing the committee or advisory board or as may be assigned to the committee or advisory board from time to time by the Board of Directors.
Upon recommendation of the CEO, the Board of Directors shall appoint a Professional Advisory Committee (the “PAC”) which shall include at least one (1) physician, one (1) registered nurse and one (1) consumer who is not an employee and representation from the professional disciplines the Corporation employs or contracts with to provide services. The PAC shall annually review the policies of the Corporation governing the services offered, admission and discharge, medical supervision and plan of care, emergency care, clinical records, personnel qualifications and program evaluation, the results of which shall be reported to the Board of Directors.
Section 14. Action by Written Consent. Any action required or permitted by law to be taken at a meeting of the Board of Directors, or any committee thereof, may be taken without a meeting if every member of the Board of Directors, or any committee thereof, in writing either: (a) votes for such action; or (b) votes against such action or abstains from voting and waives the right to demand that a meeting be held. Action is taken only if the affirmative vote for such action equals or exceeds the minimum number of votes that would be necessary to take such action at a meeting at which all the Directors then in office were present and voted. The action shall only be effective if there are writings that describe the action and that are signed by all the Directors, received
by the Corporation, and filed with the minutes of the meetings. Any such writings may be received by electronically transmitted facsimile or other form of wire or wireless communication providing the Corporation with a complete copy of the document including a copy of the signature. Actions taken shall be effective when the last writing necessary to effect the action is received by the Secretary of the Corporation unless the writings set forth a different date. Any Director who has signed a writing may revoke it by a writing that is signed and dated by the Director and that states the prior vote is revoked; provided, however, such writing must be received by the Corporation before the last writing necessary to effect the action is received. Action taken
pursuant to this Section has the same effect as action taken at a meeting of Directors.
Section 15. Compensation and Expenses. Directors shall be entitled to receive reasonable compensation for their services to the Corporation as determined by the Board of Directors. Directors also shall be entitled to receive reimbursement for expenses incurred in connection with the performance of services on behalf of the Corporation. Nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor.
Section 16. Presumption of Assent. A Director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action, unless the dissent of the Director shall be entered in the minutes of the meeting or written notice of the Director’s dissent is received by the presiding Officer of the meeting before the adjournment thereof or received by the Corporation promptly after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.
Section 17. Telephone Conferences. The Board of Directors may permit any Director to participate in a meeting by, or conduct a meeting through the use of, any means of communication by which all Directors participating may hear other during the meeting. A Director participating in a meeting by this means is deemed to be present in person at the meeting.
Section 18. Standard of Conduct for Directors and Officers.
a. Each Director and each Officer shall perform their duties as Director or Officer, including, without limitation, their duties as a member of any committee of the Board, in good faith, in a manner the Director or Officer reasonably believes to be in the best interests of the Corporation, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. In discharging their duties, a Director or Officer shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by the persons designated in subsection b. below. However, a Director or Officer shall not be considered to be acting in good faith if the Director or Officer has knowledge
concerning the matter in question that would cause such reliance to be unwarranted. A Director or Officer shall not be liable to the Corporation for any action the Director or Officer takes or omits to take as a Director or Officer if, in connection with such action or omission, the Director or Officer performed the duties of the position in compliance with this Section. A Director or Officer, regardless of title, shall not be deemed to be a trustee with respect to the Corporation or with respect to any property held or administered by the Corporation including, without limitation, property that may be subject to restrictions imposed by the donor or transferor of such
b. The designated persons on whom a Director or Officer are entitled to rely are: (i) one or more Officers or employees of the Corporation that the Director or Officer reasonably believes to be reliable and competent in the matters presented; (ii) legal counsel, a public accountant, or other person as to matters which the Director or Officer reasonably believes to be within a such person’s professional or expert competence; and (iii) in the case of a Director, a committee of the Board of Directors on which the Director is not a member if the Director reasonably believes the committee merits confidence.
Section 1. Number and Qualifications. The Officers of the Corporation shall be a Chairman, a Vice Chairman, an Administrator, a Secretary, and a Treasurer. An Officer shall be an individual who is eighteen years of age or older. Any two or more offices may be held by the same person.
Section 2. Election and Term of Office.
a. Election of Officers. Except for the Administrator who shall be elected and shall hold office as provided in Section 2.b. below, the Officers of the Corporation shall be elected at the annual retreat or a regular fourth-quarter meeting of the Board of Directors. If the election of Officers shall not be held at such time, the election of Officers shall be held as soon thereafter as may be convenient. Each Officer so chosen shall hold office until the successor to the Officer shall be chosen. The election of an Officer does not itself create contract rights.
b. Appointment of Administrator. The Administrator shall be appointed by the Board of Directors and shall hold the office of Administrator until such person’s resignation, death, or removal.
c. Vacancy. A vacancy in any office because of resignation, death, removal, or any other cause shall be filled by the Board of Directors.
Section 3. Removal. Any Officer or agent may be removed with or without cause at any the Board of Directors.
Section 4. Resignation. Any Officer may resign at any time by giving written notice to the Board of Directors, the Administrator, or the Secretary of the Corporation. Any such resignation shall be effective when the notice is received by the Board of Directors, the Administrator, or the Secretary of the Corporation, unless a later time is specified in such notice of resignation. The acceptance of such resignation shall not be necessary to make it effective.
Section 5. Salaries and Expenses. The salaries, if any, of the Chairman, Vice Chairman, Administrator, Secretary, and Treasurer shall be fixed by the Board of Directors. The salaries and wages of all other agents and employees of the Corporation shall be fixed in regular course by the active management of the Corporation, subject to approval of the Board of Directors. Officers also shall be entitled to receive reimbursement for expenses incurred in connection with the performance of services on behalf of the Corporation. Nothing herein contained shall be construed to preclude any Officer from serving the Corporation in any other capacity and receiving compensation therefor.
Section 6. Powers and Duties. Each Officer shall have the authority and shall perform the duties stated with respect to such office as provided in these Bylaws and as prescribed by the Board of Directors. The general powers and duties of the Officers are as follows:
a. Chairman. The Board of Directors may elect one of the Directors to fill the office of the Chairman of the Board of Directors. The Chairman of the Board of Directors shall, if present, preside at all meetings of the Board of Directors. The Chairman shall, subject to the direction of the Board of Directors, have general oversight over the affairs of the Corporation and shall, from time to time, consult and advise with the Administrator in the direction and management of the Corporation's business and affairs. The Chairman shall have such other powers and duties as may be prescribed to the Chairman by the Board of Directors or these Bylaws.
b. Vice Chairman. The Board of Directors may elect one of the Directors to fill the office of the Vice Chairman of the Board of Directors. In the absence or disability of the Chairman, the Vice Chairman shall perform all the duties of the Chairman, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the Chairman. The Vice Chairman shall have such other powers and duties as may be prescribed to the Vice Chairman by the Board of Directors or these Bylaws.
c. Administrator. The Administrator shall be the chief executive officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction, and control of the business of the Corporation. The Administrator shall have the general powers and duties of management usually vested in the office of a president of a corporation, and shall have such other powers and duties as may be prescribed to the Administrator by the Board of Directors or these Bylaws. In the absence or disability of the Administrator, the Chairman shall perform all the duties of the Administrator, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the Administrator, except, if the Chairman does not meet the statutory
qualifications for an Administrator, then the Board of Directors shall appoint an Administrator, on an interim basis, who meets such qualifications until a successor can be appointed.
In addition to the foregoing, the Administrator shall:
i. organize and direct the Corporation’s ongoing functions; and
ii. employ qualified personnel and ensure ongoing education and supervision of personnel and
iii. ensure the accuracy of public information materials and activities; and
iv. implement and maintain a budget and accounting system; and
v. designate a qualified alternative administrator to act in the Administrator’s absence.
Specifically, the Administrator shall ensure:
i. the Corporation’s skilled health services are in compliance with all applicable federal, state
and local laws;
ii. the completion, maintenance and submission of such reports and records as required by the
Colorado Department of Public Health and Environment;
iii. ongoing liaison with the governing body, staff members and the community,
iv. a current organizational chart to show lines of authority down to the consumer level;
v. the management of the business affairs and the overall operation of the agency;
vi. maintenance of appropriate personnel records, financial and administrative records and all
policies and procedures of the agency;
vii. employment of qualified personnel in accordance with written job descriptions;
viii. orientation of new staff, regularly scheduled in-service education programs and opportunities
for continuing education for the staff;
ix. designate, in writing, the qualified staff member to act in the absence of the Administrator;
x. availability of the Administrator or designees at all hours employees are providing services, at
minimum, any eight (8) hour period between 7 a.m. and 7 p.m., Monday through Friday.
xi. Marketing, advertising and promotional information accurately represents the Corporation and
addresses the care, treatment and services that the Corporation can provide directly or through
d. Secretary. The Secretary shall attend, or cause to be attended, all meetings of the Board of Directors and record, or cause to be recorded, all votes and the minutes of all proceedings, and shall perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the Board of Directors as required. The Secretary shall be custodian of the corporate records and the seal of the Corporation, if any, and shall maintain all records and information required to be kept by the Corporation under Section 7-136-101 of the Act. The Secretary shall have such other powers and duties as may be prescribed to the Secretary by the Board of Directors or these Bylaws. In the absence of the Secretary or if the Secretary is unable to perform the duties of the office, such duties may be performed by a Secretary pro tempore appointed at any meeting by the Chairman.
e. Treasurer. The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounting records affecting the Corporation. The books of account shall at all reasonable times be open to inspection by any Director. The Treasurer shall deposit all funds and other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation, as may be ordered by the Board of Directors, and shall render to the Administrator and Directors, whenever they request it, an account of all the transactions as Treasurer and of the financial condition of the Corporation. The Treasurer shall have such other powers and duties as may be prescribed to the Treasurer by the Board of Directors or these Bylaws. If required by the Board of Directors, the Treasurer shall obtain a bond at the Corporation's expense in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office and for the restoration to the Corporation, in case of death, resignation, or removal from office, of all books, papers, vouchers, money, and other property of whatsoever kind in the possession or under the control of the Treasurer belonging to the Corporation.
Section 1. Indemnification. Pursuant to its Articles of Incorporation, the Corporation shall indemnify its Directors, Officers, employees and authorized agents to the maximum extent permitted by the Act.
Section 2. Insurance. The Board of Directors may exercise the Corporation’s power to purchase and maintain insurance (including, without limitation, insurance for legal expenses and costs incurred in connection with defending any claim, proceeding, or lawsuit) on behalf of any person who is or was a Director, Officer, employee, fiduciary or agent of the Corporation against any liability asserted against the person or incurred by the person in any such capacity or arising out of the person’s status as such, whether or not the Corporation would have the power to indemnify that person against such liability under the provisions of this Article and the Act.
BOOKS AND RECORDS
Section 1. Corporate Records. The Corporation shall keep as permanent records minutes of all meetings of its Board of Directors, a record of all actions taken by the Board of Directors without a meeting, a record of all actions taken by a committee of the Board of Directors in place of the Board on behalf of the Corporation, and a record of all waivers of notices of meetings of the Board of Directors or any committee of the Board. The Corporation shall also maintain the following records at its principal office: (a) appropriate accounting records; (b) its Articles of Incorporation and Bylaws; (c) a list of the names and business or home addresses of its current
Directors and Officers; (d) a copy of its most recent annual report delivered to the Secretary of State; and (e) all
financial statements prepared for periods ending during the last three years.
Section 2. Inspection and Copying of Corporate Records for Tax Exempt Organization. Pursuant to Internal Revenue Code (“Code”) Section 6104, a copy of the Corporation’s Application for Tax Exemption under Code Section 501 and any informational returns filed with the Internal Revenue Service must be kept at the Corporation’s principal office and be available for inspection to the public during regular business hours. The Corporation must either allow interested persons to photocopy such documents or photocopy such documents for interested persons. The Corporation may charge up to the maximum amount allowed by the Internal Revenue Service for such photocopying and postage.
CONFLICTS OF INTEREST
Section 1. Definition. As used in this Article, “Conflicting Interest Transaction” means a contract, transaction, or other financial relationship between the Corporation and a Director of the Corporation, or between the Corporation and a party related to a Director, or between the Corporation and an entity in which a Director of the Corporation is a director or officer or has a financial interest.
Section 2. Loans. No loans shall be made by the Corporation to its Directors or Officers. Any Director or Officer who assents to or participates in the making of any such loan shall be liable to the Corporation for the amount of such loan until the repayment thereof.
Section 3. Transactions. No Conflicting Interest Transaction shall be void or voidable or be enjoined, set aside, or give rise to an award of damages or other sanctions in a proceeding by or in the right of the Corporation, solely because the Conflicting Interest Transaction involves a Director of the Corporation or a party related to a Director or an entity in which a Director of the Corporation is a director or officer or has a financial interest or solely because the Director is present at or participates in the meeting of the Corporation’s Board of Directors or of the committee of the Board of Directors that authorizes, approves, or ratifies the Conflicting Interest
Transaction or solely because the Director’s vote is counted for such purpose if:
a. The material facts as to the Director’s relationship or interest and as to the Conflicting Interest Transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes, approves, or ratifies the Conflicting Interest Transaction by the affirmative vote of a majority of the disinterested Directors, even though the disinterested Directors are less than a quorum; or
b. The Conflicting Interest Transaction is fair as to the Corporation.
Section 4. Quorum Count. Common or interested Directors may be counted in determining the presence of a quorum at meetings of the Board of Directors or of a committee that authorizes, approves, or ratifies the Conflicting Interest Transaction.
Section 5. Related Defined. For purposes of this Article, a party related to a Director shall mean a spouse, a descendent, an ancestor, a sibling, the spouse of a descendent of a sibling, an estate or trust in which the Director or a party related to the Director has a beneficial interest, or an entity in which a party related to a Director is a director or officer or has a financial interest.
Section 1. Accounting Period. The Corporation shall keep its books and file its tax returns on a calendar year basis, unless otherwise determined by the Board of Directors.
Section 2. Waiver of Notice. Whenever any notice is required to be given under the provisions of the Act or under the provisions of the Articles of Incorporation or these Bylaws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Section 3. Pronouns, Singular and Plural. Unless the context requires otherwise, words denoting the singular may be construed as denoting the plural, words of the plural may be construed as denoting the singular, and words of one gender may be construed as denoting such other gender as is appropriate.
Section 4. Conflicts. In the event of any irreconcilable conflict between these Bylaws and either the Articles of Incorporation or applicable law, the latter shall control.
These Bylaws may be amended or repealed and new Bylaws may be adopted from time to time by the affirmative vote of a majority of all the Directors (and not just a majority of the Directors present at a meeting).
DISSOLUTION OF CORPORATION
In accordance with the Articles of Incorporation, upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the Corporation, distribute the remaining assets of the Corporation to such other organizations that have similar purposes and that qualify as exempt organizations under Code Section 501(c)(3), as the Board of Directors shall determine.
Adopted by the Board of Directors 2/25/2013
© 2016 Nursing and Therapy Services of Colorado