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”). In regards to the Corporation’s licensed Home Care Agency (“HCA”), the Board of Directors shall be responsible for: (a) compliance with all the federal regulations, state rules, and local laws; (b) quality consumer care, including the Quality Assessment and Performance Improvement (“QAPI”) program; (c) policies and procedures (reviewed annually) which describe and direct functions and services of the HCA and protect consumer rights; (d) reviewing of written evaluation reports and other communications from the Administrator; (e) establishing and maintaining a system of financial management and accountability; (f) organization, services furnished, administrative control, and lines of authority for the delegation of responsibility down to the consumer care level that are clearly set forth in writing and are readily identifiable (including appointment of an Administrator of the HCA); (g) these Bylaws, which shall specify the objectives of the HCA; (h) providing and maintaining a fixed office location for the HCA that provides for consumer confidentiality and a safe working environment; and (i) the HCA’s overall management and operation.
Section 2. Number, Qualifications and Tenure. The Board of Directors shall consist of not less than two (2) or more than seven (7) directors (collectively, the “Directors” and individually, a “Director”). The number of Directors may be fixed or changed from time to time, within the minimum and maximum, 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 individuals 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 remaining in office. If there are no remaining Directors, the Chief Executive Officer (“CEO”) 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 CEO. Such resignation shall be effective when the notice is received by the Board of Directors or the CEO 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. Such removal shall only occur at a meeting called for the purposes of removing said Director(s), and the meeting notice shall state that the purpose, or one of the purposes, of the meeting is the removal of the Director(s). 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 may be held 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 unless otherwise required under the Act or herein. 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: (a) 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 and does not thereafter vote for or assent to action taken at the meeting; or (b) if notice of the particular purpose of the special meeting was required, the Director objects to transacting business with respect to the purpose for which such special notice was required and does not thereafter vote for or assent to action taken at the meeting with respect to such purpose.
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 purpose 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.
a. HCA’s Professional Advisory Committee
i. The Board of Directors shall appoint a Professional Advisory Committee (the “PAC”) for the HCA which shall include at least one (1) physician, one (1) registered nurse, and an appropriate amount of representation from the professional disciplines the Corporation’s HCA employs or contracts with to provide services. At least one member of the PAC shall not be an owner, an employee, or a contractor for the provision of consumer care services for the Corporation’s HCA. The PAC shall establish and annually review the policies of the Corporation’s HCA governing the services offered, admission and discharge, medical supervision and plan of care, emergency care, clinical records, personnel qualifications and program evaluation. In regards to the PAC, the Corporation’s HCA shall implement an on-going mechanism for consumer involvement to provide input and comment regarding services provided by the HCA in accordance with its policies. Consumer input and commentary shall be provided to the PAC at least annually to identify trends or issues requiring consideration.
ii. The Board of Directors shall appoint a Professional Advisory Committee (the “PAC”) for the HCA which shall include at least one (1) physician, one (1) registered nurse, and an appropriate amount of representation from the professional disciplines the Corporation’s HCA employs or contracts with to provide services. At least one member of the PAC shall not be an owner, an employee, or a contractor for the provision of consumer care services for the Corporation’s HCA. The PAC shall establish and annually review the policies of the Corporation’s HCA governing the services offered, admission and discharge, medical supervision and plan of care, emergency care, clinical records, personnel qualifications and program evaluation. In regards to the PAC, the Corporation’s HCA shall implement an on-going mechanism for consumer involvement to provide input and comment regarding services provided by the HCA in accordance with its policies. Consumer input and commentary shall be provided to the PAC at least annually to identify trends or issues requiring consideration.
b. Finance Committee
i. As part of the Corporation’s budget process, the Board of Directors shall appoint a Finance Committee that consists of representatives of the Board of Directors, Officers, the administrative staff of the Corporation, and the medical staff of the Corporation (if any). In developing the overall budget for the Corporation, the Finance Committee shall also prepare and include an overall plan and budget for the HCA that includes an annual operating budget and capital expenditure plan. The overall plan and budget for the HCA, which is part of the overall budget for the Corporation, shall be reviewed and updated at least annually by said Finance Committee under the direction of the Board of Directors.
ii. The Finance Committee shall recommend all budgets developed for the Corporation to the Board of Directors for approval.
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 notice is transmitted in writing to every member of the Board of Directors, or any committee thereof, and each member, by the time stated in the notice either: (a) votes in writing for such action; or (b) votes in writing against such action, abstains from voting, or fails to respond or vote, and fails to demand in writing that action not be taken without a meeting. The notice shall state: the action to be taken; the time by which a director must respond; that failure to respond by the time stated in the notice will have the same effect as abstaining in writing by the time stated in the notice and failing to demand in writing by the time stated in the notice that action not be taken without a meeting; and any other matters the Corporation determines to include. 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; and the Board of Directors has not received a written demand by a Director that such action not be taken without a meeting. 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. Action 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 time stated in the notice. 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 not be entitled to compensation for their services to the Corporation. Directors shall be entitled to receive reimbursement for expenses incurred in connection with the performance of services on behalf of the Corporation in conjunction with the Corporation’s policies. 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 or any board committees or advisory committees may permit any Director or committee member to participate in a meeting by or conduct a meeting through the use of, any means of communication by which all Directors or committee members participating may hear the others during the meeting. A Director or committee member 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 restriction imposed by the donor or transferor of such property. A Director or Officer of the Corporation, in the performance of duties in that capacity, shall not have any fiduciary duty to any creditor of the Corporation arising only from the status as a creditor. No person shall be liable in contract or tort merely by reason of being a Director or Officer of the Corporation if suspended, declared defunct, administratively dissolved, or dissolved by operation of law, and the business or activities of which have been continued for nonprofit purposes, with or without knowledge of the suspension, declaration, or dissolution, and the business and activities of which have not been wound up.
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 19. HCA’s QAPI Program.
a. The Board of Directors shall ensure that the HCA’s QAPI program reflects the complexity of its organization and services, involves all HCA services (including those services provided under contract or arrangement), focuses on indicators related to improved outcomes, including the use of emergent care services, hospital admissions, and re-admissions, and takes actions that address the HCA’s performance across the spectrum of care, including the prevention and reduction of medical errors.
b. The frequency and detail of the data collection under the HCA’s QAPI program must be approved by the Board of Directors.
c. In regards to the Corporation’s HCA, the Board of Directors shall also be responsible for the following:
i. That an ongoing program for quality improvement and patient safety is defined, implemented, and maintained;
ii. That the HCA’s QAPI efforts address priorities for improved quality of care and patient safety, and that all improvement actions are evaluated for effectiveness;
iii. That clear expectations for patient safety are established, implemented and maintained;
iv. That any findings of fraud or waste are appropriately addressed.
Section 20. HCA’s Evaluation. In regards to the Corporation’s HCA, the Board of Directors shall conduct a comprehensive evaluation of its total operation at least annually.