AMENDED AND RESTATED BYLAWS FOR
NURSING AND THERAPY SERVICES OF COLORADO, INC.,
a Colorado nonprofit corporation Dated February 25, 2013
These Amended and Restated Bylaws were adopted by the Board of Directors of the Corporation on
February 25, 2013.
ARTICLE I OFFICES
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”).
ARTICLE II MEMBERS
The Corporation does not have “members” as that term is defined by the Colorado Revised Nonprofit
Corporation Act (the “Act”).
ARTICLE III 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
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
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
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
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
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
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
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.,
ay 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
ARTICLE V INDEMNIFICATION
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 po er to indemnify that
person against such liability under the provisions of this Article and the Act.
ARTICLE VI 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
ARTICLE VII 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
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.
ARTICLE VIII MISCELLANEOUS
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
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
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.
ARTICLE IX AMENDMENTS
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).
Ammended on 10/24/2016
ARTICLE X 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