NTSOC’s Compliance Policies
NTSOC is committed to home health care compliance with rules, regulations, and sound business practices. NTSOC’s exemption application, annual tax returns, financial statements, and other organizational documents are available for public inspection at our office, during normal business hours. Written requests for information are also honored by mail, fax, email, or courier. The following documents outline our compliance policy.
SUBJECT: Anti-Kickback Statute Policy
APPROVED BY: Board of Directors
DATE EFFECTIVE: July 24, 2013
DATE REVISED: July 24, 2013
REVISION APPROVED BY: Board of Directors
REVISED EFFECTIVE DATE: July 24, 2013
MANUAL: Corporate Compliance, Clinical
Policy: This Anti-Kickback Statute Policy requires NTSOC’s compliance with the Federal Anti-Kickback Statute and analogous state laws. In addition, it is designed to ensure that all NTSOC employees and contractors understand:
- The elements of the Anti-Kickback Statute; and
- The obligation to report violations and/or seek guidance, where necessary.
This Policy is applicable to all NTSOC business transactions and practices that could implicate the Anti-Kickback Statute and to all NTSOC employees and contractors engaged in such transactions or practices.
Compliance with the Anti-Kickback Statute: NTSOC is committed to conducting its business transactions and practices in compliance with the Anti-Kickback Statute and analogous state laws. All NTSOC employees and contractors shall comply with the requirements of the Anti-Kickback Statute as well as all related NTSOC company policies and procedures. This means that NTSOC employees and contractors shall not give, receive, solicit or help arrange anything of value as part of the process of obtaining or making referrals in violation of the Anti-Kickback Statute or state law. NTSOC employees and contractors shall report suspected violations of the Anti-Kickback Statute and/or related company policies and procedures consistent with NTSOC Compliance Policies and the NTSOC Code of Conduct.
In addition, NTSOC employees and contractors may direct any questions regarding the Anti-Kickback Statute and related NTSOC company policies and procedures to the Compliance Officer or the Administrator. If, after discussions with these individuals where the response is not satisfactory, NTSOC employees and contractors should contact a member of the Board of Directors. If the complaint or questions involves the conduct of the Compliance Officer or Administrator, the employee or contractor should contact a member of the Board of Directors.
Failure to comply with this Policy may result in:
- disciplinary action, up to and including termination of employment, for Employees; or
- termination of the contractual arrangement, for Contractors.
Elements of the Anti-Kickback Statute
- Prohibited Transactions and Practices
- The Anti-Kickback Statute prohibits anyone from knowingly and willingly offering, paying, soliciting, or receiving any remuneration intended to induce:
- The purchase, lease, order, or recommending or arranging for the purchase, lease or order of an item or service that is reimbursed under a Federal Health Care Program; or Referrals for an item or service that is reimbursed under a Federal Health Care Program.
In evaluating whether any particular business transaction or practice violates the Anti-Kickback Statute, the government may consider whether the transaction or practice has the potential to:
- increase costs to a Federal Health Care Program, beneficiaries, or enrollees;
- increase the risk of over-utilization or inappropriate utilization;
- raise patient safety or quality-of-care concerns; or
- interfere with appropriate clinical decision making.
Remuneration and Safe Harbors
Remuneration means anything of value given, directly or indirectly, overtly or covertly, in cash or in kind, to a Customer and includes, but is not limited to:
- free goods;
- free services; and
- payment for items, services or data at above fair market value.
Because the federal government may construe the Anti-Kickback Statute broadly to prohibit otherwise beneficial business transactions or practices, it created “safe harbors” to shield certain transactions and practices from prosecution under the statute.
To receive the protection of a safe harbor, a transaction or practice must satisfy each element of a safe harbor. Transactions or practices that do not satisfy all elements of a relevant safe harbor are not necessarily illegal but may be subject to heightened scrutiny.
To the extent possible, company business transactions and practices should comply with an applicable safe harbor. Employees and Contractors should consult with Legal Counsel and the Compliance Officer for advice on satisfying the requirements of a safe harbor.
Intent to Induce
The Anti-Kickback Statute is an intent-based statute. However, the Anti-Kickback Statute may be violated if one purpose of the business transaction or practice is to induce referrals or the purchasing, leasing, or ordering of any item or service, or the recommending of or arranging for such activities, even if there are other legitimate purposes for the transaction or practice.
The Anti-Kickback Statute is a criminal statute, the violation of which constitutes a felony punishable by:
- a fine of not more than $25,000 per offense; and/or
- imprisonment for up to five years.
A conviction also will lead to mandatory exclusion from participation in Federal Health Care Programs. The Office of Inspector General (“OIG”), Department of Health and Human Services, also may impose civil monetary penalties of up to $50,000 for each violation, plus damages of three times the amount of the remuneration.
The Anti-Kickback Statute applies not only to NTSOC, but also to its Employees, Contractors, Clients, Patients, Families and Students.
Policies and Procedures
SUBJECT: Fraud and Abuse Policy
APPROVED BY: Board of Directors
DATE EFFECTIVE: June 24, 2013
DATE REVISED: July 24, 2013
REVISION APPROVED BY: Board of Directors
REVISED EFFECTIVE DATE: July 24, 2013
MANUAL: Corporate Compliance/Human Resources,
Purpose: The purpose of this policy is to set forth the manner in which NTSOC complies with the requirements of Department of Health and Human Services and OIG compliance program. Information will be provided to employees about the Federal False Claims Act, any applicable state False Claims Act, the rights of employees to be protected as whistleblowers, and the organization’s policies and procedures for detecting and preventing fraud, waste and abuse.
This policy provides guidance regarding NTSOC’s responsibilities under the OIG compliance program. This policy also provides detailed information about the whistleblower protections under these laws and contracts, and the roles of these laws to prevent and detect fraud, waste and abuse in Federal and state health care programs.
Policy: NTSOC provides a written copy of policies at orientation to its Employees and Contractors about NTSOC’s policies and procedures for detecting and preventing fraud, waste and abuse and the rights of its Employees and Contractors to protection as whistleblowers. In addition, all employees and contractors must execute a copy of NTSOC’s Code of Conduct.
- NTSOC is committed to complying with all applicable laws, including but not limited to the Fraud & Abuse laws described in this policy. As part of this commitment, NTSOC has established and will maintain a Corporate Compliance Program that includes a Fraud & Abuse program. Employees and Contractors are expected to immediately report any potential false, inaccurate or questionable claims to their supervisors, or the Compliance Officer or the Hotline 719-219-0031, all in accordance with this Policy.
- NTSOC is prohibited by law from retaliating in any way against any Employee or Contractor who reports a perceived problem, concern or Fraud & Abuse issue in good faith.
Examples of potential false claims may include the following; when they are done intentionally and knowingly:
- Claiming reimbursement for services that have not been rendered;
- Characterizing the service differently than the service actually rendered;
- Falsely indicating that a particular health care professional attended a procedure;
- Billing for services/items that are not medically necessary;
- Failing to provide medically necessary services/items;
- Forging or altering a physician order; and
- Improperly obtaining a physician order for controlled substances.
NTSOC’s Employees, affiliates, professional staff members, contractors or agents who prepare, process and/or review claims should be alert for these and other errors.
Procedure: NTSOC has developed an internal Fraud & Abuse program, as part of its Compliance Program to prevent and detect program violations. As part of this program, and in compliance with federal requirements, NTSOC provides compliance training at the time the employee or contractor begins work and annually.
- Employees and Contractors must immediately report any false, inaccurate or questionable claims or actions as well as questions, concerns or potential Fraud or Abuse to:
• Immediate supervisor
• NTSOC’s Compliance Officer
• NTSOC’s confidential, toll free Hotline 719-219-0031hours/day, 365 days/year (Information may be left on the Hotline anonymously)
- All activity reported pursuant to this Policy will be investigated in accordance with the NTSOC Compliance program.
- NTSOC will not discriminate or retaliate against any Employee or Contractor for reporting a potential fraudulent activity or for cooperating in any government or law enforcement authority’s investigation or prosecution.
- NTSOC will make diligent efforts to recover improper payments or funds misspent due to fraudulent or abusive actions by NTSOC or its Contractors, and/or refund improper reimbursements received by NTSOC.
- NTSOC will conduct its Compliance program in accordance with the OIG compliance program requirements.
Responsibility and Accountability
NTSOC Employees and Contractors: All NTSOC Employees and Contractors are responsible for reporting any potential false, inaccurate or questionable claims or actions as well as questions, concerns of potential Fraud or Abuse.
The Corporate Compliance Officer is responsible for ensuring that all reports of suspected Fraud or Abuse are fully investigated and if appropriate, are reported to the proper authorities.
NTSOC’s Corporate Compliance Officer: The Corporate Compliance Officer is responsible for assessing and strengthening internal controls to insure that claims are submitted and payments properly made; including:
- The Compliance Officer has oversight for the Compliance program, including but not limited to policies/procedures and communications.
- monitoring for under-utilization or over-utilization of services;
- conducting regular reviews and audits of operations to guard against Fraud and Abuse;
- receiving all referrals from employees, patient providers involving cases of suspected fraud and abuse;
- Educating employees about fraud and how to report it, including informing employees of their protections when reporting fraudulent activities, and;
- Establishing mechanisms to receive, process, and effectively respond to complaints of suspected fraud and abuse from employees, providers and patients.
Scope: This policy applies to all employees and contractors of NTSOC.
Whistleblower Protections: Employers are prohibited from preventing employees from helping to prevent the submission of false claims. Under the law, no employer may have any policy preventing an employee from disclosing information to the government or from acting to further a false claims action. No employer may require that any employee agree to limit the employee’s rights to bring an action or provide information to a government or law enforcement agency pursuant to the law.
No employer may discharge, demote, suspend, threaten, harass, deny promotion to, or in any other manner discriminate against an employee in the terms or conditions of employment because of lawful acts done by the employee on behalf of the employee or others in disclosing information to a government or law enforcement agency or in furthering a false claims action. An employer who violates this rule may be liable for damages and may also be required to reinstate the employee and offer two times the amount of back pay, interest on the back pay, and compensation for any special damage sustained plus litigation costs and reasonable attorney’s fees.
- Comply with all federal requirements for employee education about false claims laws under 42 U.S.C. §1396a(a)(68)
- Upon receiving a complaint of fraud or abuse from any source or upon identifying any questionable practices, conduct a preliminary review to determine whether in NTSOC’s judgment, there is sufficient reason to believe that the provider or patient has engaged in fraud or abuse, and where sufficient reason exists;
- Require providers to implement corrective actions or terminate provider Agreements, as appropriate;
Definitions: This Policy only includes those definitions when they do not overlap with other documents.
- Abuse: NTSOC practices that are inconsistent with sound fiscal, business or medical practices, and result in unnecessary cost to the Medicaid program, including, but not limited to practices that result in Medicaid reimbursement for services that are not Medically Necessary, or that fail to meet professionally recognized standards for health care. It also includes patient practices that result in unnecessary cost to the Medicaid program.
- Fraud: An intentional deception or misrepresentation made by a person or corporation with the knowledge that the deception could result in some unauthorized benefit under the Medicaid program to himself, the corporation, or some other person. It also includes any act that constitutes fraud under applicable Federal or state health care fraud laws.
- Contractor or Agent: Includes any contractor, subcontractor, agent, or other person which or who, on behalf of the entity, furnishes, or otherwise authorizes the furnishing of, health care items or services, performing billing or coding functions, or is involved in the monitoring of health care provided by the entity.
- Employee: Includes any employees and officers of NTSOC.
Mission and Values Statement
Nursing and Therapy Services of Colorado (NTSOC) offers community services and in-home care for development delay and medical fragile children and adults. NTSOC case manages for the state of Colorado two Medicaid waiver programs. We also provide a C.N.A. training program and have a multi-disciplinary therapy in-home and outpatient therapy clinic.
Purpose of The Code of Conduct
The Code of Conduct provides guidance to all NTSOC colleagues and assists us in carrying out our daily activities within appropriate ethical and legal standards. These obligations apply to our relationships with patients and their families, third-party payers, subcontractors, independent contractors, vendors, consultants, and one another.
The Code is a critical component of NTSOC’s overall Ethics and Compliance Program. We have developed the Code to ensure we meet our ethical standards and comply with applicable laws and regulations.
The Code is intended to be comprehensive and easily understood. In some instances, the Code deals fully with the subject covered. In many cases, however, the subject requires additional guidance for those directly involved with the particular area to have sufficient direction. To provide additional guidance, we have developed a set of compliance policies and procedures which may be accessed on the NTSOC web site at www.ntsoc.com. Those policies expand upon or supplement many of the principles articulated in this Code of Conduct.
The standards set forth in the Code apply to all employees. The standards are mandatory and must be followed.
NTSOC’s Fundamental Commitment to Stakeholders (1)
We affirm the following commitments to NTSOC stakeholders:
To our patients: We are committed to providing quality care that is sensitive, compassionate, promptly delivered, and cost effective.
To our NTSOC colleagues: We are committed to a work setting which treats all colleagues with fairness, dignity, and respect, and affords them an opportunity to grow, to develop professionally, and to work in a team environment in which all ideas are considered.
To our third-party payers: We are committed to dealing with our third-party payers in a way that demonstrates our commitment to contractual obligations and reflects our shared concern for quality healthcare and bringing efficiency and cost effectiveness to healthcare. We encourage our private third-party payers to adopt their own set of comparable ethical principles to explicitly recognize their obligations to patients as well as the need for fairness in dealing with providers.
To our regulators: We are committed to an environment in which compliance with rules, regulations, and sound business practices is woven into the corporate culture. We accept the responsibility to aggressively self-govern and monitor adherence to the requirements of law and to our Code of Conduct.
To the communities we serve: We are committed to understanding the particular needs of the communities we serve and providing these communities quality, cost-effective healthcare and services. We realize as an organization that we have a responsibility to help those in need.
To our suppliers: We are committed to fair competition among prospective suppliers and the sense of responsibility required of a good customer. We encourage our suppliers to adopt their own set of comparable ethical principles.
Patients | Quality of Care and Patient Safety
Our mission is to provide high quality, cost-effective healthcare to all of our patients. To that end, we are committed to the delivery of safe, effective, efficient, compassionate and satisfying patient care. We treat all patients with warmth, respect, and dignity and provide care that is both necessary and appropriate. NTSOC has a comprehensive program to promote the quality objectives of the organization. In promoting a high quality of care, NTSOC is focused on the attentiveness and dedication of service to patients, clients and students. As a general principle, NTSOC aspires to a standard of excellence for all caregivers, including the entire team, which is committed to the delivery of safe, effective, efficient, compassionate and satisfying care and services.
There are increasingly numerous measures that relate in some way to the quality of patient care. These include, for example, the Conditions of Participation of the Centers for Medicare and Medicaid Services (CMS), the standards and surveys of the Colorado Department of Public Health and Environment, the Colorado Board of Nursing and the Colorado Department of Healthcare Policy and Financing. NTSOC is attentive to all of these standards and seeks to establish systems that reflect the best practices required or implied by these various standard-setting efforts.
This commitment to quality of care and patient safety is an obligation of every NTSOC colleague. Accordingly, it is a fundamental principle of being part of NTSOC that each person dedicates himself or herself to achieving the goals described here. In addition, in any circumstance where an NTSOC colleague has a question about whether the quality or patient safety commitments set forth herein are being fully met, that individual is obligated to raise this concern through appropriate channels until it is satisfactorily addressed and resolved.
We make no distinction in the availability of services; the admission, transfer or discharge of patients; or in the care we provide based on age, gender, disability, race, color, religion, or national origin. We recognize and respect the diverse backgrounds and cultures of our patients and make every effort to equip our caregivers with the knowledge and resources to respect each patient’s cultural heritage and needs. We are mindful that the populations in the community we serve are becoming even more diverse. Accordingly, we are structuring more formal programs to ensure that NTSOC colleagues are equipped to meet these articulated commitments for multi-cultural competency in patient care.
Each patient is provided with a written statement of patient rights and a notice of privacy practices. These statements include the rights of a patient to make decisions regarding medical care, the right to refuse or accept treatment, the right to informed decision-making, and a patient’s rights related to his or her health information maintained by the facility. Such statements conform to all applicable state and federal laws, including but not limited to the Health Insurance Portability and Accountability Act of 1996 (hereinafter referred to as HIPAA).
NTSOC seeks to involve patients in all aspects of their care. As applicable, each patient or patient representative is provided with a clear explanation of care. Patients have the right to request transfers to other facilities. In such cases, the patient is given an explanation of the benefits, risks, and alternatives of the transfer.
In the promotion and protection of each patient’s rights, each patient and his or her representatives are accorded appropriate confidentiality, privacy, security, advocacy and protective services, and the opportunity for resolution of complaints. Patients have the right to an environment that preserves dignity and contributes to positive self-image.
Patients are treated in a manner that preserves their dignity, autonomy, self-esteem, civil rights, and involvement in their own care. NTSOC maintains processes to support patient rights in a collaborative manner which involves NTSOC leaders and others. These structures are based on policies and procedures, which make up the framework addressing both patient care and organizational ethics issues. These structures include informing each patient or, when appropriate, the patient’s representative of the patient’s rights in advance of furnishing or discontinuing care. Patients receive information about the person(s) responsible for their care, treatment and services. Patients and, when appropriate, their families are informed about the outcomes of care, treatment and services that have been provided, including unanticipated outcomes. Patients are also involved as clinically appropriate in resolving dilemmas about care decisions. NTSOC maintains processes for prompt resolution of patient grievances which include informing patients of whom to contact regarding grievances and informing patients regarding the grievance resolution. NTSOC addresses the resolution of complaints from patients and their families. NTSOC colleagues receive training about patient rights in order to clearly understand their role in supporting them.
We collect information about the patient’s medical condition, history, medication, and family illnesses in order to provide quality care. We realize the sensitive nature of this information and are committed to maintaining its confidentiality. Consistent with HIPAA, we do not use, disclose or discuss patient-specific information, including patient financial information, with others unless it is necessary to serve the patient or required by law.
NTSOC colleagues must never use or disclose confidential information that violates the privacy rights of our patients. In accordance with our privacy and security policies and procedures, which reflect HIPAA requirements, no NTSOC colleague, or other healthcare partner has a right to any patient information other than that necessary to perform his or her job. Subject only to emergency exceptions, patients can expect their privacy will be protected and patient-specific information will be released only to persons authorized by law or by the patient’s written authorization.
Interactions with Physicians
Federal and state laws and regulations govern the relationship between health care providers and physicians who may refer patients to the facilities. The applicable federal laws include the Anti-Kickback Law and the Stark Law. It is important that those colleagues who interact with physicians, particularly regarding making payments to physicians for services rendered, providing space or services to physicians, and arranging for physicians to serve in leadership positions at NTSOC, are aware of the requirements of the laws, regulations, and policies that address relationships between facilities and physicians and at NTSOC.
If relationships with physicians are properly structured, but not diligently administered, failure to administer the arrangements as agreed may result in violations of the law. Any arrangement with a physician must be structured to ensure compliance with legal requirements, our policies and procedures and with any operational guidance that has been issued. Most arrangements must be in writing and approved by the Legal Department. Failure to meet all requirements of these laws and regulations can result in serious consequences for NTSOC.
Keeping in mind that it is essential to be familiar with the laws, regulations, and policies that govern our interactions with physicians, two overarching principles govern our interactions with physicians:
We do not pay for referrals. We accept patient referrals and admissions based solely on the patient’s medical needs and our ability to render the needed services. We do not pay or offer to pay anyone — colleagues, physicians, or other persons or entities — for referral of patients.
We do not accept payments for referrals we make. No NTSOC colleague or any other person as acting on behalf of the organization is permitted to solicit or receive anything of value, directly or indirectly, in exchange for the referral of patients. Similarly, when making patient referrals to another healthcare provider, we do not take into account the volume or value of referrals that the provider has made (or may make) to us.
Extending Business Courtesies and Tokens of Appreciation to Potential Referral Sources
Any entertainment, gift or token of appreciation involving physicians or other persons who are in a position to refer patients must be undertaken in accordance with corporate policies, which have been developed consistent with federal laws, regulations, and rules regarding these practices. NTSOC colleagues must consult Company policies prior to extending any business courtesy or token of appreciation to a potential referral source.
Legal and Regulatory Compliance
These services provided by NTSOC are provided pursuant to appropriate federal, state, and local laws and regulations, and the conditions of participation for federal healthcare programs. Such laws, regulations, and conditions of participation may include, but are not limited to, subjects such as licenses, permits, accreditation, access to treatment, consent to treatment, medical record-keeping, access to medical records and confidentiality, patients’ rights, and Medicare and Medicaid program requirements. The organization is subject to numerous other laws in addition to these healthcare laws, regulations, and the conditions of participation, including laws of the Internal Revenue Service regarding tax-exempt organizations.
We have developed policies and procedures to address many legal, certification and regulatory requirements. However, it is impractical to develop policies and procedures that encompass the full body of applicable law, standards, conditions and regulation. Obviously, those laws, standards, conditions and regulations not covered in organization policies and procedures must be followed. Administration should be consulted for advice concerning human resources, legal, regulatory, standards and the conditions of participation requirements.
Anyone aware of violations or suspected violations of laws, regulations, standards and the conditions of participation, or NTSOC policies and procedures must report them immediately to a supervisor or member of management, the Human Resources Manager or the Compliance Officer.
Accreditation and Surveys
In preparation for, during and after surveys, NTSOC colleagues must deal with all accrediting and external agency survey bodies in a direct, open and honest manner. No action should ever be taken in relationships with accrediting or external agency survey bodies that would mislead the accrediting or external agency survey teams, either directly or indirectly.
The scope of matters related to accreditation or external agency survey is extremely significant and broader than the scope of this Code of Conduct. The purpose of our Code of Conduct is to provide general guidance on subjects of wide interest within the organization. Accrediting bodies and external agency survey entities may address issues of both wide and somewhat more focused interest.
From time-to-time, government agencies and other entities conduct surveys at NTSOC. We respond with openness and accurate information. In preparation for or during a survey or inspection, NTSOC colleagues must never conceal, destroy, or alter any documents; lie; or make misleading statements to the agency representative. Colleagues also must never attempt to cause another colleague to fail to provide accurate information or obstruct, mislead, or delay the communication of information or records relating to a possible violation of law.
Business and Financial Information | Accuracy, Retention, and Disposal of Documents and Records
Each NTSOC colleague is responsible for the integrity and accuracy of our organization’s documents and records, not only to comply with regulatory and legal requirements but also to ensure records are available to support our business practices and actions. No one may alter or falsify information on any record or document. Records must never be destroyed in an effort to deny governmental authorities that which may be relevant to a government investigation.
Medical and business documents and records are retained in accordance with the law and our record retention policy, which includes retention schedules. Medical and business documents include paper documents such as letters and memos, computer-based information such as e-mail or computer files on disk or tape, and any other medium that contains information about the organization or its business activities. It is important to retain and destroy records only according to our policy. NTSOC colleagues must not tamper with records. No one may remove or destroy records prior to the specified date without first obtaining permission as outlined in the NTSOC records policy. Finally, under no circumstances may an NTSOC colleague use patient, colleague or any other individual’s or entity’s information to personally benefit (e.g., perpetrate identity theft).
Coding and Billing for Services
NTSOC has implemented policies, procedures and systems to facilitate accurate billing to government payers, commercial insurance payers, and patients. These policies, procedures, and systems conform to pertinent federal and state laws and regulations. We prohibit any colleague or agent of NTSOC from knowingly presenting or causing to be presented claims for payment or approval which are false, fictitious, or fraudulent.
In support of accurate billing, medical records must provide reliable documentation of the services we render. It is important that all individuals who contribute to medical records provide accurate information and do not destroy any information considered part of the official medical record.
Any subcontractors engaged to perform billing or coding services are expected to have the necessary skills, quality control processes, systems, and appropriate procedures to ensure all billings for government and commercial insurance programs are accurate and complete. NTSOC expects such entities to have their own ethics and compliance programs and code of conduct. In addition, third-party billing entities, contractors, and preferred vendors under contract consideration must be approved consistent with the corporate policy on this subject.
The term “confidential information” refers to proprietary information about our organization’s strategies and operations as well as patient information and third party information. Improper use or disclosure of confidential information could violate legal and ethical obligations. NTSOC colleagues may use confidential information only to perform their job responsibilities and shall not share such information with others unless the individuals and/or entities have a legitimate need to know the information in order to perform their specific job duties or carry out a contractual business relationship, provided disclosure is not prohibited by law or regulation. Confidential information, also referred to as “sensitive information,” covers virtually anything related to NTSOC’s operations that is not publicly known, such as personnel data maintained by the organization; patient lists and clinical information, including individually identifiable patient information; patient financial information, including credit card data and social security numbers; passwords; pricing and cost data; information pertaining to financial data; details regarding federal, state, and local tax examinations of the organization; marketing strategies and techniques; supplier and subcontractor information; and proprietary computer software. In order to maintain the confidentiality and integrity of patient and confidential information, colleagues must protect such information in accordance with information security policies and standards when it is e-mailed outside NTSOC or otherwise sent through the Internet; stored on portable devices such as laptops and portable digital assistants (PDAs); or transferred to removable media such as CD or USB drive. These policies and standards require, among other things, that the individual and/or entity be validated and the information be encrypted.
Use of due care and due diligence is required to maintain the confidentiality, availability and integrity of information assets NTSOC owns or of which it is the custodian. Because so much of our clinical and business information is generated and contained within our computer systems, it is essential that each NTSOC colleague protect our computer systems and the information contained in them by not sharing passwords and by reviewing and adhering to our information security policies and standards.
Any NTSOC colleague who knows or suspects confidential information to have been compromised must report the potential security breach to the Administrator and the Privacy Officer.
If an individual’s employment or contractual relationship with NTSOC ends for any reason, the individual is still bound to maintain the confidentiality of information viewed, received or used during the employment or contractual business relationship with NTSOC. This provision does not restrict the right of a colleague to disclose, if he or she wishes, information about his or her own compensation, benefits, or terms and conditions of employment. Copies of confidential information in an employee’s or contractor’s possession shall be left with NTSOC at the end of the employment or contractual relationship.
Electronic Media and Security Requirements
All communications systems, including but not limited to computers, electronic mail, Intranet, Internet access, telephones, and voice mail, are the property of the organization and are to be used primarily for business purposes in accordance with electronic communications policies and standards. Limited reasonable personal use of NTSOC communications systems is permitted; however, users should assume these communications are not private. Users of computer and telephonic systems should presume no expectation of privacy in anything they create, store, send, or receive on the computer and telephonic systems, and NTSOC reserves the right to monitor and/or access communications usage and content consistent with Company policies and procedures.
Colleagues may not use internal communication channels or access to the Internet at work to view, post, store, transmit, download, or distribute any threatening materials; knowingly, recklessly, or maliciously false materials; obscene materials; or anything constituting or encouraging a criminal offense, giving rise to civil liability, or otherwise violating any laws. Also, these channels of communication may not be used to send chain letters, personal broadcast messages, or copyrighted documents that are not authorized for reproduction.
Colleagues who abuse our communications systems or use them excessively for non-business purposes may lose these privileges and be subject to disciplinary action.
Colleagues shall comply with NTSOC’s information security policies and standards governing the use of information systems. Only assigned User IDs shall be used. Individuals may only use officially assigned User IDs and passwords and are not permitted to share or disclose any password that is used to access NTSOC systems or information. Portable devices and removable media, such as laptop computers, PDAs, USB drives, CDs and external hard drives, must be physically secured at all times. Colleagues shall never use tools or techniques to break or exploit NTSOC information security measures or those used by other companies or individuals.
Financial Reporting and Records
We have established and maintain a high standard of accuracy and completeness in documenting, maintaining, and reporting financial information. This information serves as a basis for managing our business and is important in meeting our obligations to patients, colleagues, suppliers, and others. It is also necessary for compliance with tax and financial reporting requirements.
All financial information must reflect actual transactions and conform to generally-accepted accounting principles. All funds or assets must be properly recorded in the books and records of NTSOC. NTSOC maintains a system of internal controls to provide reasonable assurances that all transactions are executed in accordance with management’s authorization and are recorded in a proper manner so as to maintain accountability of the organization’s assets.
We diligently seek to comply with all applicable auditing, accounting and financial disclosure laws. Anyone having concerns regarding questionable accounting or auditing matters should report such matters to the Board of Directors.
Intellectual Property Rights and Obligations
Any work of authorship, invention, or other creation (“Development”) created by a colleague during the scope of the colleague’s employment with NTSOC shall be considered the property of NTSOC, including any patent, trademark, copyright, trade secret or other intellectual property right in the Development.
Whether something is developed during the scope of a colleague’s employment depends on a number of factors, including
- the nature of the colleague’s work,
- whether the Development is related to NTSOC’s business,whether the colleague was directed to produce the Development as part of the colleague’s work,
- whether the colleague utilized NTSOC intellectual property or resources at least in part to make the Development, and
- whether the colleague created the Development while being paid by NTSOC.
If any Development created is copyrightable or patentable, then it will be considered a “Work for
Hire” under the United States Copyright Act, with NTSOC being considered to be the author and owner of such work.
When creating Developments for NTSOC, colleagues shall respect the intellectual property rights of others. Any works or inventions created by colleagues prior to employment by NTSOC shall be disclosed to NTSOC upon commencement of employment, and management and Legal
Counsel approval shall be obtained prior to any use of these works or inventions in a Development for NTSOC.
By acknowledging this Code of Conduct, a colleague specifically agrees to be bound by these provisions of the Code of Conduct. As such, the acknowledgment serves as an assignment by the named colleague to NTSOC of all right, title, and interest in all Developments created by the colleague within the scope of his or her employment, as well as an appointment of the Secretary for NTSOC as the colleague’s attorney-in-fact to execute documents on his or her behalf for the foregoing purposes. Colleagues shall assist NTSOC in obtaining and enforcing intellectual property rights in their Developments, while employed by NTSOC and after termination of employment.
Workplace Conduct and Employment Practices | Conflict of Interest
A conflict of interest may occur if an NTSOC colleague’s outside activities, personal financial interests, or other private interests interfere or appear to interfere with his or her ability to make objective decisions in the course of the colleague’s job responsibilities. A conflict of interest may arise when an NTSOC colleague takes actions or has interests that make it difficult to perform his or her NTSOC work objectively and effectively. Conflicts of interest also arise when an NTSOC colleague or a member of his or her family receives improper benefits as a result of his or her position in NTSOC. Loans to, or guarantees of obligations of, such persons are of special concern. NTSOC colleagues are obligated to ensure they remain free of conflicts of interest in the performance of their responsibilities at NTSOC. If colleagues have any question about whether an outside activity or private interest might constitute a conflict of interest, they must obtain the written approval of the Administrator and Legal Counsel before pursuing the activity or obtaining or retaining the interest.
No waiver of this conflict of interest provision may be granted to the Administrator, Chief Financial Officer, Director of Nursing, or a member of the Board of Directors unless approved in advance by the Board of Directors.
Some of our colleagues routinely have access to prescription drugs, controlled substances, and other medical supplies. Many of these substances are governed and monitored by specific regulatory organizations and must be administered by physician order only. Prescription and controlled medications and supplies must be handled properly and only by authorized individuals to minimize risks to us and to patients. If one becomes aware of inadequate security of drugs or controlled substances or the diversion of drugs from the organization, the incident must be reported immediately.
Diversity and Equal Employment Opportunity
NTSOC actively promotes diversity in its workforce at all levels of the organization. We are committed to providing an inclusive work environment where everyone is treated with fairness, dignity, and respect. We will make ourselves accountable to one another for the manner in which we treat one another and for the manner in which people around us are treated. We are committed to recruit and retain a diverse staff reflective of the patients and communities we serve. We regard laws, regulations and policies relating to diversity as a minimum standard. We strive to create and maintain a setting in which we celebrate cultural and other differences and consider them strengths of the organization.
NTSOC is an equal opportunity workforce and no one shall discriminate against any individual with regard to race, color, religion, sex, national origin, age, disability, sexual orientation, gender identity or veteran status with respect to any offer, or term or condition, of employment. We make reasonable accommodations to the known physical and mental limitations of qualified individuals with disabilities.
Harassment and Workplace Violence
Each NTSOC colleague has the right to work in an environment free of harassment and disruptive behavior. We do not tolerate harassment by anyone based on the diverse characteristics or cultural backgrounds of those who work with us. Degrading or humiliating jokes, slurs, intimidation, or other harassing conduct is not acceptable in our workplace.
Sexual harassment is prohibited. This prohibition includes unwelcome sexual advances or requests for sexual favors in conjunction with employment decisions. Moreover, verbal or physical conduct of a sexual nature that interferes with an individual’s work performance or creates an intimidating, hostile, or offensive work environment has no place at NTSOC.
Harassment also includes incidents of workplace violence. Workplace violence includes robbery and other commercial crimes, stalking, violence directed at the employer, terrorism, and hate crimes committed by current or former colleagues. Colleagues who observe or experience any form of harassment or violence should report the incident to their supervisor, the Human Resources Manager or a member of management.
Health and Safety
NTSOC complies with all government regulations and rules, NTSOC policies, and required NTSOC practices that promote the protection of workplace health and safety. Our policies have been developed to protect our colleagues from potential workplace hazards. Colleagues must become familiar with and understand how these policies apply to their specific job responsibilities and seek advice from their supervisor whenever they have a question or concern. It is important that each colleague immediately advise his or her supervisor or the Safety Officer of any serious workplace injury or any situation presenting a danger of injury so timely corrective action may be taken to resolve the issue.
Hiring of Former and Current Government and Fiscal Intermediary/Medicare Administrative Contractor Employees
The recruitment and employment of former or current U.S. government employees may be impacted by regulations concerning conflicts of interest. Hiring employees directly from a fiscal intermediary or Medicare Administrative Contractor requires certain regulatory notifications. Colleagues should consult with the Human Resources Manager or Legal Counsel regarding such recruitment and hiring.
We do not contract with, employ, or bill for services rendered by an individual or entity that is excluded or ineligible to participate in federal healthcare programs; suspended or disbarred from federal government contracts and has not been reinstated in a federal healthcare program after a period of exclusion, suspension, disbarment, or ineligibility. We routinely search the Department of Health and Human Services’ Office of Inspector General and General Services Administration’s lists of such excluded and ineligible persons. A number of Company policies address the procedures for timely and thorough review of such lists and appropriate enforcement actions.
Colleagues and vendors are required to report to us if they become excluded, disbarred, or ineligible to participate in federal healthcare programs.
Licensing and Certification Renewals
Colleagues and individuals retained as independent contractors in positions which require professional licenses, certifications, or other credentials are responsible for maintaining the current status of their credentials and shall comply at all times with federal and state requirements applicable to their respective disciplines. To assure compliance, NTSOC may require evidence of the individual having a current license or credential status.
NTSOC does not allow any colleague or independent contractor to work without valid, current licenses or credentials. Each colleague must have evidence of current and valid licensure, certification, registration, accreditation or credential as required by their position description. NTSOC has appropriate processes and procedures to assure documentation of compliance with each position description requirement.
Personal Use of NTSOC Resources
It is the responsibility of each NTSOC colleague to preserve our organization’s assets including time, materials, supplies, equipment, and information. Organization assets are to be maintained for business-related purposes. As a general rule, the personal use of any NTSOC asset without prior supervisory approval is prohibited. The occasional use of items, such as copying facilities or telephones, where the cost to NTSOC is insignificant, is permissible. Any community or charitable use of organization resources must be approved in advance by one’s supervisor. Any use of organization resources for personal financial gain unrelated to the organization’s business is prohibited.
Relationships among NTSOC Colleagues
In the normal day-to-day functions of an organization like NTSOC, there are issues that arise which relate to how people in the organization deal with one another. It is impossible to foresee all of these, and many do not require explicit treatment in a document like this. A few routinely arise, however. One involves gift giving among colleagues for certain occasions. While we wish to avoid any strict rules, no one should ever feel compelled to give a gift to anyone, and any gifts offered or received should be appropriate to the circumstances. A lavish gift to anyone in a supervisory role would clearly violate organization policy. Another situation, which routinely arises, is a fund-raising or similar effort undertaken by individual colleagues, in which no one should ever be compelled to participate. Similarly, when NTSOC determines to support charitable organizations such as the United Way, no colleague should be compelled to contribute to the charitable organization, nor should there be any workplace consequences of such non-participation.
Relationships with Subcontractors and Suppliers
NTSOC must manage our consulting, subcontractor, and supplier relationships in a fair and reasonable manner, free from conflicts of interest and consistent with all applicable laws and good business practices. We promote competitive procurement to the maximum extent practicable. Our selection of consultants, subcontractors, suppliers, and vendors will be made on the basis of objective criteria including quality, technical excellence, price, delivery, adherence to schedules, service, and maintenance of adequate sources of supply. Our purchasing decisions will be made on the supplier’s ability to meet our needs, and not on personal relationships and friendships. We employ the highest ethical standards in business practices in source selection, negotiation, determination of contract awards, and the administration of all purchasing activities. We comply with contractual obligations not to disclose vendor confidential information unless permitted under the contract or otherwise authorized by the vendor.
Substance Abuse and Mental Acuity
To protect the interests of our colleagues and patients, we are committed to an alcohol and drug-free work environment. All colleagues must report for work free of the influence of alcohol and illegal drugs. Reporting to work under the influence of any illegal drug or alcohol; having an illegal drug in a colleague’s system; or using, possessing, or selling illegal drugs while on NTSOC work time or property may result in immediate termination. We may use drug testing as a means of enforcing this policy.
It is also recognized individuals may be taking prescription or over-the-counter drugs, which could impair judgment or other skills required in job performance. Colleagues with questions about the effect of such medication on their performance or who observe an individual who appears to be impaired in the performance of his or her job must immediately consult with their supervisor.
Competitive Activities and Marketing Practices
We operate in a highly competitive environment. Our competitive activities must conform to the high standards of integrity and fairness reflected in this Code of Conduct. NTSOC requires compliance with antitrust and other laws governing competitive activities, and with NTSOC’s written policies governing interactions with competitors, customers and suppliers.
Antitrust and Unfair Competition
Generally, colleagues are not to discuss with competitors non-public “competitively sensitive topics”. Because the antitrust laws are so complex and their application can depend upon the conditions in local markets, it is not practical to adopt written policies to govern all situations. Colleagues should consult with their supervisors or Legal Counsel for guidance concerning competitive activities, laws and policies relating to their areas of responsibility.
Marketing and Advertising
Consistent with laws and regulations that may govern such activities, we may use marketing and advertising activities to educate the public, provide information to the community, increase awareness of our services, and to recruit colleagues. We strive to present only truthful, fully informative, and non-deceptive information in these materials and announcements.
While it is permissible to compare and contrast our services and prices, it is against NTSOC policy to intentionally disparage other persons or businesses based on information that is untrue, or not known to be true, or to intentionally interfere with another business’s contractual and business relationships through wrongful means. This does not prevent fair, non-deceptive competition for business from those who may also have business relationships with a competitor.
It is our policy to comply with all environmental laws and regulations as they relate to our organization’s operations. We act to preserve our natural resources to the full extent reasonably possible. We comply with all environmental laws and operate our facility with the necessary permits, approvals, and controls. We diligently employ the proper procedures to provide a good environment of care and to prevent pollution.
In helping NTSOC comply with these laws and regulations, all NTSOC colleagues must understand how job duties may impact the environment, adhere to all requirements for the proper handling of hazardous materials, and immediately alert supervisors to any situation regarding the discharge of a hazardous substance, improper disposal of hazardous and medical waste, or any situation which may be potentially damaging to the environment.
Business Courtesies | General
This part of the Code of Conduct should not be considered in any way as an encouragement to make, solicit, or receive any type of entertainment or gift. For clarity purposes, please note that these limitations govern activities with those outside of NTSOC. This section does not pertain to actions between NTSOC and its colleagues or actions among NTSOC colleagues themselves. (See “Relationships among NTSOC Colleagues”.)
Receiving Business Courtesies
We recognize there will be times when a current or potential business associate, including a potential referral source, may extend an invitation to attend a social event in order to further develop a business relationship. An NTSOC colleague may accept such invitations, provided: (1) the cost associated with such an event is reasonable and appropriate, which, as a general rule, means the cost will not exceed $50.00 per person; (2) no expense is incurred for any travel costs (other than in a vehicle owned privately or by the host entity) or overnight lodging; and (3) such events are infrequent. The limitations of this section do not apply to business meetings at which food (including meals) may be provided.
NTSOC colleagues may accept gifts with a total value of $50.00 or less in any one year from any individual or organization who has a business relationship with NTSOC. For purposes of this paragraph, physicians are considered to have such a relationship. Perishable or consumable gifts given to a department or group are not subject to any specific limitation. NTSOC colleagues may accept gift certificates, but may never accept cash or financial instruments (e.g., checks, stocks). Finally, under no circumstances may an NTSOC colleague solicit a gift.
Extending Business Courtesies to Non-Referral Sources
Meals and Entertainment. There may be times when a colleague wishes to extend to a current or potential business associate (other than someone who may be in a position to make a patient referral) an invitation to attend a social event (e.g., reception, meal, sporting event, or theatrical event) to further or develop a business relationship. The purpose of the entertainment must never be to induce any favorable business action. During these events, topics of a business nature must be discussed and the host must be present. These events must not include expenses paid for any travel costs (other than in a vehicle owned privately or by the host entity) or overnight lodging. The cost associated with such an event must be reasonable and appropriate. As a general rule, this means the cost will not exceed $50.00 per person. Moreover, such business entertainment with respect to any particular individual must be infrequent, which, as a general rule, means not more than three times per year. The organization will under no circumstances sanction any business entertainment that might be considered lavish or in questionable taste. Departures from the $50.00 guideline are highly discouraged.
Sponsoring Business Events. Also, NTSOC may routinely sponsor events with a legitimate business purpose (e.g., board meetings or retreats). Provided that such events are for business purposes, reasonable and appropriate meals and entertainment may be offered. In addition, transportation and lodging can be paid for. However, all elements of such events, including these courtesy elements, must be consistent with the corporate policy on such events.
Gifts. It is critical to avoid the appearance of impropriety when giving gifts to individuals who do business or are seeking to do business with NTSOC. We will never use gifts or other incentives to improperly influence relationships or business outcomes. In order to avoid embarrassment, an effort should be made to ensure that any gift we extend meets the business conduct standards of the recipient’s organization. Gifts to business associates who are not government employees must not exceed $25.00 per year per recipient. Any gifts to Medicare or Medicaid beneficiaries must not exceed $10.00 per item nor total more than $25.00 per year per recipient. An NTSOC colleague may give gift certificates, but may never give cash or financial instruments (e.g., checks, stocks). The corporate policy on business courtesies permits occasional exceptions to the $25.00 limit to recognize the efforts of those who have spent meaningful amounts of volunteer time on behalf of NTSOC.
U.S. federal and state governments have strict rules and laws regarding gifts, meals, and other business courtesies for their employees. NTSOC does not provide any gifts, entertainment, meals, or anything else of value to any employee of the Executive Branch of the federal government or its fiscal intermediaries, except for minor refreshments in connection with business discussions or promotional items with the NTSOC logo valued at no more than $10.00. With regard to gifts, meals, and other business courtesies involving any other category of government official or employee, colleagues must determine the particular rules applying to any such person and carefully follow them.
Government Relations and Political Activities
The organization and its representatives comply with all federal, state, and local laws governing participation in government relations and political activities. NTSOC funds or resources are not contributed directly to individual political campaigns, political parties, or other organizations which intend to use the funds primarily for political campaign objectives. Organization resources include financial and non-financial donations such as using work time and telephones to solicit for a political cause or candidate or the loaning of NTSOC property for use in the political campaign. The conduct of any political action committee is to be consistent with relevant laws and regulations. In addition, political action committees associated with the organization select candidates to support based on the overall ability of the candidate to render meaningful public service. The organization does not select candidates to support as a reflection of expected support of the candidate on any specific issue.
The organization engages in public policy debate only in a limited number of instances where it has special expertise that can inform the public policy formulation process. When the organization is directly impacted by public policy decisions, it may provide relevant, factual information about the impact of such decisions on the private sector. In articulating positions, the organization only takes positions that it believes can be shown to be in the larger public interest. The organization encourages trade associations with which it is associated to do the same.
It is important to separate personal and corporate political activities in order to comply with the appropriate rules and regulations relating to lobbying or attempting to influence government officials. No use of corporate resources, including e-mail, is appropriate for personally engaging in political activity. A colleague may, of course, participate in the political process on his or her own time and at his or her own expense. While doing so, it is important NTSOC colleagues not give the impression they are speaking on behalf of or representing NTSOC in these activities. Colleagues cannot seek to be reimbursed by NTSOC for any personal contributions for such purposes.
At times, NTSOC may ask colleagues to make personal contact with government officials or to write letters to present our position on specific issues. In addition, it is a part of the role of some NTSOC management to interface on a regular basis with government officials. If a colleague is making these communications on behalf of the organization, he or she must be certain to be familiar with any regulatory constraints and observe them.
NTSOC’s Compliance Program | Program Structure
The Compliance Program is intended to demonstrate in the clearest possible terms the absolute commitment of the organization to the highest standards of ethics and compliance. The elements of the program include setting standards (the Code and Policies and Procedures), communicating the standards, providing a mechanism for reporting potential exceptions, monitoring and auditing, and maintaining an organizational structure that supports the furtherance of the program. Each of these elements is detailed below.
These elements are supported at all levels of the organization. Providing direction, guidance and oversight are the Board of Directors.
The Compliance Officer for the organization is responsible for the day-to-day direction and implementation of the Compliance Program. This includes developing resources (including policies and procedures, training programs, and communication tools) for and providing support (including operating the Compliance Hot Line, conducting program assessment, and providing advice) to the staff.
Playing a key role in ensuring the successful implementation of the Compliance Program, the Compliance Officer is responsible for distributing standards, ensuring training is conducted, conducting monitoring and responding to audits, investigating and resolving Compliance Hot Line cases, and otherwise administering the Compliance Program.
Another important resource who may be able to address issues arising out of this Code of Conduct is the Human Resources Director. The Human Resources Director is highly knowledgeable about many of the compliance risk areas described in this Code of Conduct that pertain to employment and the workplace and is responsible for ensuring compliance with various employment laws. If a concern relates to specific details of an individual’s work situation, rather than larger issues of organizational ethics and compliance, the Human Resources Director is the most appropriate person to contact.
With respect to the Compliance Program, we set standards through this Code of Conduct, ethics and compliance policies and procedures and, occasionally, through other guidance mechanisms, such as Compliance Alerts and advisory memoranda. It is the responsibility of each individual to be aware of those policies and procedures that pertain to his or her work and to follow those policies and procedures.
Training and Communication
Training and education has been developed to ensure that colleagues throughout the organization are aware of the standards that apply to them. Code of Conduct training is conducted at the time an individual joins the organization and annually for all colleagues. Compliance training in areas of compliance risk (e.g., billing, coding, cost reports) is required of certain individuals. Company policies outline the training requirements.
All ethics and compliance training is required to be recorded.
Resources for Guidance and Reporting Concerns
To obtain guidance on a compliance issue or to report a concern, individuals may choose from several options. We encourage the resolution of issues, including human resources-related issues (e.g., payroll, fair treatment and disciplinary issues). Colleagues should use the human resources-related problem solving procedure to resolve such issues. It is an expected good practice, when one is comfortable with it and thinks it appropriate under the circumstances, to raise concerns first with one’s supervisor. If this is uncomfortable or inappropriate, the individual may discuss the situation with the Human Resources Director or another member of management at the facility or in the organization.
Individuals are always free to contact the Compliance Hot Line at 719-574-5562 ext 262.
NTSOC makes every effort to maintain, within the limits of the law, the confidentiality of the identity of any individual who reports concerns or possible misconduct. There is no retribution or discipline for anyone who reports a concern in good faith. Any colleague who deliberately makes a false accusation with the purpose of harming or retaliating against another colleague is subject to discipline.
Personal Obligation to Report
We are committed to ethical and legal conduct that is compliant with all relevant laws and regulations and to correcting wrongdoing wherever it may occur in the organization. Each colleague has an individual responsibility for reporting any activity by any colleague, physician, subcontractor, or vendor that appears to violate applicable laws, rules, regulations, accreditation standards, standards of medical practice, federal healthcare conditions of participation, or this Code. If a matter that poses serious compliance risk to the organization or that involves a serious issue of medical necessity, clinical outcomes or patient safety is reported locally, and if the reporting individual doubts that the issue has been given sufficient or appropriate attention, the individual should report the matter to higher levels of management or the Compliance Hot Line until satisfied that the full importance of the matter has been recognized. If a matter that poses concern regarding the safety or quality of care provided to a patient is identified and was reported but thought to be unresolved, an additional avenue for reporting is available through notification to the Colorado Department of Public Health and Environment. There will be no retaliatory disciplinary action taken against an employee who reports concerns to the Colorado Department of Public Health and Environment.
Internal Investigations of Reports
We are committed to investigating all reported concerns promptly and confidentially to the extent possible. The Compliance Officer coordinates any findings from investigations and immediately recommends corrective action or changes that need to be made. We expect all colleagues to cooperate with investigation efforts.
Where an internal investigation substantiates a reported violation, it is the policy of the organization to initiate corrective action, including, as appropriate, making prompt restitution of any overpayment amounts, notifying the appropriate governmental agency, instituting whatever disciplinary action is necessary, and implementing systemic changes to prevent a similar violation from recurring in the future.
All violators of the Code will be subject to disciplinary action.
The precise discipline utilized will depend on the nature, severity, and frequency of the violation and may result in any or all of the following disciplinary actions:
- Oral warning;
- Written warning;
- Written reprimand;
- Termination; and/or
Measuring Program Effectiveness
We are committed to assessing the effectiveness of our Compliance Program through various efforts. Much of this effort is provided by the staff, which routinely conducts internal audits of issues that have regulatory or compliance implications.
NTSOC requires all colleagues to sign an acknowledgment confirming they have reviewed the Code, understand it represents mandatory policies of NTSOC and agree to abide by it. New colleagues are required to sign this acknowledgment as a condition of employment. Each NTSOC colleague is also required to participate in annual compliance training, and records of such training must be retained by NTSOC.
Adherence to and support of NTSOC’s Code of Conduct and participation in related activities and training is considered in decisions regarding hiring, promotion, and compensation for all candidates and colleagues.
AMENDED AND RESTATED BYLAWS
NURSING AND THERAPY SERVICES OF COLORADO INC.,
a Colorado nonprofit corporation
Dated September 16, 2020
(Last amended 09/16/2020)
These Amended and Restated Bylaws were adopted by the Board of Directors of the Corporation on September 16, 2020.
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”). 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.
Section 1. Number and Qualifications. The Officers of the Corporation shall be a Chairman, a Vice Chairman, CEO, 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, and officers need not be directors of the corporation.
Section 2. Election and Term of Office.
a. Election of Officers. The Officers of the Corporation shall be elected at the annual retreat or at 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. 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 time by the Board of Directors.
Section 4. Resignation. Any Officer may resign at any time by giving written notice to the Board of Directors, CEO, or the Secretary of the Corporation. Any such resignation shall be effective when the notice is received by the Board of Directors, the CEO, 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 salary of all Officers 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 the budgetary 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 CEO 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. CEO. The CEO of the Corporation shall report to and be under the authority of the Board of Directors. As directed by the Board of Directors, the CEO will have general supervision, direction, and control over the business of the Corporation. The CEO 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 CEO by the Board of Directors or these Bylaws. The CEO shall be an ex-officio Director of the Board.
d. Secretary. The Secretary shall review and sign minutes for all meetings of the Board of Directors. 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. Subject to the authority of the Board of Directors, the Treasurer shall chair the Finance Committee and maintain responsibility for the budgets, financial audits, and investments of the Corporation. As directed by the Board, the Treasurer shall make periodic reports on the budgets, financial audits, and investments of the Corporation to the Board of Directors. The Treasurer shall have such other powers and duties as may be prescribed to the Treasurer by the Board of Directors or these Bylaws.
ADMINISTRATOR OF THE CORPORATION’S HCA
Section 1. Appointment of an Administrator. The Administrator of the Corporation’s HCA shall be appointed by the Board of Directors and shall be the Administrator until such person’s resignation, death, or removal by the Board of Directors. The Administrator shall report directly to the CEO. The CEO shall evaluate the ongoing performance of the Administrator and, if necessary, shall recommend all personnel actions regarding the Administrator to the Board of Directors (including but not limited to removal of the current Administrator, searching for a potential replacement, and recommending an interim or successor Administrator).
Section 2. Alternative Administrator. In the case of absence, death, resignation, or removal of the Administrator, a qualified Alternative Administrator shall assume all powers and duties of the Administrator. Upon appointment of an interim or successor Administrator by the Board of Directors or the return of the Administrator from his/her absence, the Alternative Administrator shall resume his/her previous role within the HCA.
Section 3. Administrator’s Duties. As directed by the Board of Directors and the CEO, the Administrator shall assume authority for the operation of the Corporation’s HCA. The Administrator’s duties include but are not limited to organizing and directing the HCA’s ongoing functions, employing qualified personnel for the HCA, and providing updates on the HCA to the Board of Directors and the CEO as directed by such individuals. Additional duties and responsibilities delegated to the Administrator by the Board of Directors and CEO are described in the HCA’s policies and procedures.
Section 1. Indemnification.
a. Scope of Indemnification. The corporation shall indemnify each incorporator, director, officer, employee and volunteer of the corporation while they are serving in that capacity and after they no longer serve in that capacity to the fullest extent permissible under the laws of the State of Colorado, and may in its discretion purchase insurance insuring its obligations hereunder or otherwise protecting the persons intended to be protected by this section. The corporation shall pay for or reimburse reasonable expenses incurred by any person identified above who is a party to any proceeding in advance of final disposition of the proceeding to the extent permitted under the laws of the State of Colorado. The corporation shall have the right, but shall not be obligated, to indemnify any agent of the corporation not otherwise covered by this section to the fullest extent permissible under the laws of the State of Colorado. Any amendment, alteration or repeal of this section that adversely affects the rights of an indemnitee shall be prospective only and shall not affect any such right with respect to any occurrence or alleged occurrence of any act or omission that occurred before such amendment, alteration or repeal.
b. Savings Clause; Limitation. If any provision of the Act or these bylaws dealing with indemnification shall be invalidated by any court on any ground, then the corporation shall nevertheless indemnify each party otherwise entitled to indemnification hereunder to the fullest extent permitted by law or any applicable provision of the Act or these bylaws that shall not have been invalidated. Notwithstanding any other provision of these bylaws, the corporation shall neither indemnify any person nor purchase any insurance in any manner or to any extent that would jeopardize or be inconsistent with the qualification of the corporation as an organization described in section 501(c)(3) of the Internal Revenue Code, or that would result in the imposition of any liability under either section 4941 or section 4958 of the Internal Revenue Code.
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.
Section 3. Board Delegation. The Board has delegated the responsibilities under this Article to the CEO who has authority to further delegate such responsibilities and duties to the Corporation’s staff.
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 thee 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). Any amendments or alterations to these Bylaws require at least two days’ notice to all of the Directors prior to voting on said amendments or alterations.
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 September 16, 2020