Fall River Health Services By-Laws of the Corporation
Adopted on May 26, 2022
Article I: The Corporation
Section 1. Name of Corporation
The name of the Corporation shall be "Fall River Health Services" (FRHS), which is a nonprofit Corporation organized under the laws of the State of South Dakota. The principal office shall be 1201 Hwy 71 So., Hot Springs, Fall River County, South Dakota, whereat meetings of the Directors may be held for the transaction of business. However, meetings of the Directors may also be held at any other place within or without the City of Hot Springs, South Dakota, as may be designated by the notice of the meeting.Section 2. Membership
This Corporation will have no members.Section 3. Vision and Mission Statements
Vision Statement
Our vision is to be the medical center of choice for the citizens of Fall River and adjoining counties. We are committed to providing the medical care needed in a setting close to home.Mission Statement
Fall River Health Services is a Nonprofit Corporation committed to providing high quality patient focused healthcare for the whole person regardless of economic or insurance status, or ethnic or spiritual consideration.The mission is met by: Fall River Health Services being a professional team committed to excellent quality and patient focused healthcare for the whole person. Our goal is to provide for the physical, emotional, and spiritual needs of the individual, family, and significant others. Providing primary healthcare for quality diagnosis, treatment and/or referral and long-term care, using up-to-date methods to assist every individual to meet their healthcare needs.
Serving each and every individual from Fall River County and surrounding communities, networking with an extensive team of specialized physicians and healthcare providers.
Being a financially sound, progressive facility committed to quality patient care by a professional staff who instill confidence and trust to those served.
Fall River Health Services being an integrated system committed to providing the Primary Health Services needed for the medical and economic health of our community. Our values of caring, commitment, excellence and integrity serve as the basis for all our interactions with patients, residents, clients and their families. These values provide the benchmark against which we judge the merits of our strategies and decisions. We strive to use limited resources wisely, demonstrate financial accountability, and provide quality care that fosters the trust of the community we serve. The goal of our governing Board of Directors, physicians and employees is to provide quality and service to our customers.
Article II. Board of Directors
Section 1. Size
The number of Directors of the Corporation will be 9 to 15 persons. A decrease in the number of Directors shall not shorten an incumbent Director's term. Election shall not of itself create any contract right.Section 2. Composition and Structure
a. No Director shall be an employee of the Corporation.b. Directors should live or work in the Corporation's service area.
c. Chief Executive Officer ("CEO"): The Board of Directors shall select, hire, annually evaluate the performance of, and, at its discretion, terminate the CEO. The CEO is an agent of the Board of Directors and shall be accountable to the Board as well as serve as an advisor to the Board of Directors. The CEO shall be the Chief Executive Officer of the Corporation and, subject to the oversight of the Board of Directors, shall have responsibility for the general care, supervision, and direction of its affairs in furtherance of the policies and programs established by the Board of Directors. The CEO shall have the authority to employ, supervise, and discharge all personnel of FRHS in accordance with the policies established by the Board of Directors. The CEO or his/her designee shall attend all meetings of the Board of Directors and the Executive Committee, unless the Board requests the CEO's absence during evaluation of the CEO's compensation and performance. The CEO shall perform such other duties and exercise such other powers as may be assigned or prescribed by the Executive Committee or by the Board of Directors.
d. The Chief Executive Officer (CEO), the Chief Financial Officer (CFO), and the Chief Medical Officer (CMO) are defined as Chief Officers and shall be ex officio, non-voting members of the Board. Such Officers shall not count toward the number of Directors as enumerated in Article II, Section 1.
Section 3. Election of Directors
a. At each annual meeting of the Corporation, the Board of Directors may elect Directors to replace those Directors whose terms will expire at the conclusion of the annual meeting. Election of the Directors shall be by ballot or voice vote of a majority of all Directors. The new (or re-elected) Directors' terms shall commence at the conclusion of the annual meeting.b. In addition, Directors may be elected at any Board meeting by ballot or voice vote of a majority of all Directors, and their term shall commence when elected
Section 4. Term of Directors
Each Director shall serve for a term of up to three (3) years, ending at the conclusion of the annual meeting relevant to their specific term's expiration. Approximately one-third (1/3) of the Board of Directors' terms shall expire each year. A Director may be elected to serve consecutive terms.Section 5. Removal from Office
A Director may be removed from office by majority vote of the Board for cause at a regular or special meeting, provided the affected Director shall have been given notice of the alleged cause at least ten (10) days prior to a hearing and had an opportunity to be heard before the Board in person or by counsel. Removal of a Director shall be effective immediately, and a new Director may be elected in accordance with Article II, Sections 3 and 7. The right of a Director to vote and all of his/her other rights, titles, and/or interests in the Corporation shall cease upon the termination of his/her membership on the Board of Directors.Section 6. Consent for Action Without a Meeting
Any action which may be taken at a meeting of the Directors may be taken without a meeting if the text of the action or resolution agreed upon is provided to all Directors and at least two-thirds (2/3) of all Directors consent in writing to such action or resolution. The notice and consent may be done electronically (i.e. by email, video, teleconferencing, etc.). Such consent in writing shall have the same force and effect as a vote of the Board of Directors at a meeting thereof, and may be described as such in any document executed by the Corporation. This action shall be documented on the agenda, and included in the minutes of the next Board meeting.Section 7. Vacancy
A vacancy occurs on the Board of Directors when the number of Directors drops below the minimum number specified in Article II, Section 1. A majority of all Directors shall choose a successor who shall serve the remainder of the unexpired term of the Director creating the vacancy.Section 8. Resignation
A Director may resign at any time by giving written notice to the President or Secretary. A new Director may be elected in accordance with Article II, Sections 3 and 7.Section 9. Powers of Individual Directors
No individual Director shall act for the Board of Directors except as may be specifically authorized by the Board. Directors shall refrain from giving personal advice or directives to any staff personnel of the Corporation, except for the Board President as permitted in Article V, Section 7.Section 10. Compensation
No Director shall receive any compensation for any services performed in his/her capacity as a Director, provided that, by resolution of the Board of Directors, each Director may be paid for reasonable expenses incurred in carrying out Board responsibilities. Any Director may also serve the Corporation in another capacity and in such other capacity receive compensation appropriate for the value of such services performed for the Corporation in such non-Director capacity, provided that all policies and procedures regarding Director conflicts of interest and applicable procurement standards have been followed.Section 11. Indemnification
a. Unless provided otherwise by any provision of law, every Director and officer or former Directors and officers of the Corporation shall be indemnified by the Corporation against all costs, damages, and expenses asserted against, incurred by, or imposed upon such person in connection with or resulting from any claim, action, suit, or proceedings, including criminal proceedings, to which such person may be made a party by except in such person's being or having been such Director or officer, except in relation to matters as to which a recovery shall be held against such person by reason of such person's having been finally adjudged in such action, suit, or proceeding to have been guilty of fraud, willful negligence, or willful misconduct in the performance of such person's duty as such officer or Director. This indemnity shall include reimbursement of amounts and expenses incurred and paid in settling any such action, suit, or proceeding. In the case of a criminal action, suit, or proceeding, a conviction or judgment (whether based on a plea of guilty or nolo contendere or its equivalent, or after trial) shall not be deemed an adjudication that such Director or officer is liable for such negligence or misconduct or is guilty of fraud in the performance of his/her duties, if such Director or officer was acting in good faith in that s/he considered to be in the best interest of the Corporation and with no reasonable cause to believe that the action was illegal. The foregoing rights of indemnification shall be in addition to all rights to which officers or Directors may be entitled as a matter of law.b. Except as otherwise provided by any provision of law, no person shall be liable to the Corporation for any loss or damage suffered by it on account of any action taken or omitted to be taken by such person as a Director or officer of the Corporation, or of any other corporation which such person serves as a director or officer at the request of the Corporation, in good faith, if such person (a) exercised and used the same degree of care and skill as a prudent person would have exercised or used under the circumstances in the conduct of such person's own affairs, or (b) took or omitted to take such action in reliance upon advice of counsel for the Corporation or upon statements made or information furnished by officers or employees of the Corporation which such person had reasonable grounds to believe to be true. The foregoing shall not be exclusive of other rights and defenses to which such person may be entitled as a matter of law.
Article III. Duties and Powers of the Board of Directors
Section 1. Business Affairs
The Board of Directors including the Chief Officers is the principal policy making body of FRHS. The property, funds, affairs, and business of the Corporation shall be managed exclusively by its Board of Directors. It is bound by legal responsibilities, Bylaws, and contractual obligations to governmental agencies and other funding sources. The Board of Directors has a loyal and a legal obligation to accomplish the objectives and mission of FRHS and the community it serves. The Board of Directors shall be specifically responsible for assuring FRHS conducts all activities within the purposes and objectives of the Nonprofit Corporation to meet all compliances of the federal, state, and local laws to include, and not limited to:a. Hiring, evaluating annually, and, if necessary, dismissing the CEO.
b. Guiding the development, adoption, and periodic update of the Corporation's policies to include, and not limited to:
1. Scope and availability of services, location and hours, quality of care, and audit procedures.
2. Financial management practices that assure accountability for corporate resources, long-range planning, annual budgeting, and service availabilities to include criteria for financial assistance, and for hiring an independent auditor and accepting the annual audit report.
3. Personnel procedures for equal opportunity selection, dismissal, salary, benefit scales, employee safety, and complaint/grievance policies.
c. Annually evaluating FRHS activities, service utilization, productivity, project objectives, patient satisfaction, and project plan successes.
d. Periodically evaluating vision, mission, and strategic planning goals, and making modifications as needed in order to reflect the identity of the Corporation and achieve the operational planning objectives of FRHS.
Section 2. Power to Amend the Corporate Documents
The power to repeal, amend, alter, or change the Articles of Incorporation or the Bylaws of the Corporation is vested in the Board of Directors. These Bylaws may be altered, amended, or repealed, or new Bylaws may be adopted, at any regular or special meeting of the Board of Directors by an affirmative vote of two-thirds (2/3) of all Directors. Any amendment shall be submitted to the Board for review at least twenty-one (21) days prior to the vote on such amendment or repeal. An amendment shall take effect upon adoption by the Board.Section 3. Contracts
The Board of Directors may authorize any Board officer, Chief Officer, or agent to enter into any contract or to execute and deliver any instruments in the name of and on behalf of the Corporation, and such authority may be general or confined to the specific instances.Section 4. Loans
No loan shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in the name of the Corporation unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specified instances.Section 5. Checks and Electronic Payments
All checks, drafts, or other offers for the payment of money, notes, electronic payments, or other evidence of indebtedness issued in the name of the Corporation shall be signed or properly approved by such officer or agent of the Corporation and in such manner as from time to time may be determined by resolution of the Board of Directors.Section 6. Deposits
All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories the Board of Directors may select.Article IV. Meetings
Section 1. Monthly Meeting
The Board of Directors shall hold regular monthly meetings on the last Thursday of the month, subject to exception for good cause, for the transaction of such business as may properly come before the Board. The Board of Directors may meet at the office of the Corporation or other location after notice to the Board. Except as otherwise required by law or by these Bylaws, neither the business to be transacted nor the purpose of any regular meeting of the Board of Directors need be specified in the notice of such meeting.Section 2. Annual Meetings
Annual meetings of the Board of Directors shall be the third Thursday of December for the election of Directors and officers, appointment of committee chairs, appointment and approval of committee members, approval of annual budget, and transaction of such other business as may properly come before the Board. Such annual meetings may be held at the office of the Corporation or other location after notice to the Board.Section 3. Special Meetings
a. Special meetings of the Board of Directors may be held at the office of the Corporation in Hot Springs, South Dakota, or any other location.b. Special meetings of the Board of Directors may be called by the President, Vice President, Secretary, or Treasurer on two (2) days' notice to each Director.
c. Special meetings shall likewise be called by the President or Vice President in a like manner upon written request of two (2) Directors.
d. Except as otherwise provided herein or required by law, neither the business to be transacted nor the purpose of any special meeting of the Board of Directors need be specified in the notice of such meeting.
Section 4. Notice of Meetings
Written notice of each meeting, setting forth the date, time, and place of the meeting, shall be given to each Director at least five (5) days prior to the meeting, except that notice of a special meeting may be given at least two (2) days prior to the special meeting. The notice shall be delivered personally, by mail, by electronic mail, or by facsimile transmission to each Director. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid to the Director's home or business address. If transmitted by electronic mail or facsimile, such notice shall be deemed to be delivered when the transmission is completed. Whenever any notice is required to be given to any Director, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time of the meeting, shall be deemed equivalent to the giving of such notice. Any Director may waive notice of any meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except when a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.Section 5. Entitled to Vote
To be entitled to vote at any Directors' meeting, the Director must be in attendance, either in person or by remote means. Each Director shall be entitled to one (1) vote.Section 6. Definition of Quorum
At all meetings of the Board of Directors, the in-person or remotely connected attendance of the majority of the Directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of the majority of the Directors present at such meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically required by law or by these Bylaws. If a quorum is not present at any meeting of the Directors, the Directors present may adjourn the meeting until a quorum shall be present.Section 7. Minutes
Minutes, including a record of attendance, shall be maintained of all meetings of the Board of Directors. Minutes shall be signed by the Secretary or his/her designee, and retained at the office of the Corporation.Section 8. Executive Session
The Directors of the Board may conduct all or any part of a meeting in executive session for such purposes as they deem necessary, including, but not limited to, discussion of litigation (actual or threatened), evaluation of personnel or discussion of personnel issues, or receipt of the results of an annual audit. The Chief Officers will usually attend, and the Directors may also invite other persons as they deem appropriate to participate in an executive session either in person or remotely. The public and general staff personnel are excluded from executive sessions except when invited to give testimony or advice, after which they may be excused.Article V. Officers
Section 1. Elected Officers
The elected officers of the Board shall be President, Vice President, Secretary, and Treasurer. All officers must be Directors. If s/he remains a Director during such time, the immediate Past-President shall serve a term of office for two (2) years after holding the office of President. Such other officers and assistant officers as may be necessary may be elected by the Board of Directors. Any two (2) or more offices may be held by the same person except for the offices of President and Secretary. The Director must have been a Board member for a minimum of two (2) years before being elected President. The Director must have been a Board member for a minimum of one (1) year before being elected Vice President.Section 2. Terms of Office
The term of office shall be two (2) years for the President and immediate Past-President. The term of office shall be one (1) year for the Vice President, Secretary, and Treasurer. The officers may serve additional terms if re-elected by the Board of Directors. The term of each officer shall begin at the conclusion of the meeting at which s/he was elected and shall extend through the end of the meeting when his/her successor shall be duly elected unless some circumstance precludes the fulfillment of his/her term.Section 3. Election
The officers of the Corporation shall be elected by the Board of Directors at the annual meeting.Section 4. Removal from Office
Any officer may be removed from office for cause by a majority vote of the Board of Directors, provided the affected officer shall have been given notice of the alleged cause at least ten (10) days prior to a hearing and had an opportunity to be heard in person or by counsel. The hearing and the vote for removal may be held at any Board meeting. Such removal shall be without prejudice to the contract rights of any person so removed.Section 5. Vacancies
A vacancy in any elected office shall be filled by the Board of Directors for the unexpired portion of the term, except the Board may choose not to elect a President when the Vice President is serving as President until the next annual meeting.Section 6. Resignation
An officer may resign at any time by giving written notice to the President. If the President is the resigning officer, the written notice shall be given to the Secretary.Section 7. President
The President:a. Shall preside at all meetings of the Board of Directors and the Executive Committee.
b. Shall select committee memberships and committee chairs.
c. Shall represent the Board at public functions and serve as the voice of the Board to FRHS staff, stakeholder groups, and the community at large.
d. Shall, like other Directors, be eligible to serve as a voting member of one (1) or more committees, and may elect to be an ex officio member of all standing and special committees of the Board.
e. Shall act as the direct supervisor of the CEO on behalf of the Board, with consultation from the Executive Committee and/or the Board.
f. Shall guide the Board's work by steering the Board's priorities, annual objectives, and strategic plans.
g. Shall perform such other duties as may be required of him or her by the Board of Directors.
h. Shall sign any deeds, mortgages, bonds, notes, contracts, or other instruments which the Board of Directors has authorized to be executed.
Section 8. President-Elect
The President-Elect shall:a. Shall perform all the duties of the office of the President in the absence of the President, and when so acting shall have all the powers and shall be subject to all the restrictions of the President.
b. Shall perform the duties of the President until the next annual meeting or until a President is elected, should the office of the President become vacant.
c. Shall be the chair of the Board Recruitment and Development Committee.
d. Shall perform such other duties as may be required of him or her by the President or the Board of Directors.
Section 9. Secretary
The Secretary shall:a. Shall keep, or assign retention by the office of the CEO, the minutes of the Board of Directors' meetings in one (1) or more books provided for that purpose.
b. Shall see that all notices are duly given in accordance with the provisions of these Bylaws and as required by statutes.
c. Shall be custodian of the Corporate records, or assign retention of same by the office of the CEO.
d. Shall perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or the Board of Directors.
e. May sign any deeds, mortgages, bonds, notes, contracts, or other instruments which the Board of Directors has authorized to be executed.
Section 10. Treasurer
The Treasurer shall:a. Shall have, or assign to the office of the CEO to have, charge and custody of, and be responsible for, all the funds and securities of the Corporation, receive monies due and payable to the Corporation from any source, and deposit all such monies in the name of the Corporation in such banks, trust companies, or other depositories as may be selected in accordance with the provisions of the resolutions passed by the Board of Directors.
b. Shall work closely with the Chief Financial Officer (CFO) and report on, or delegate the reporting of, the financial condition of the Corporation to the Board of Directors at its regular meetings, the annual meeting, and such other times as the Board may require.
c. Shall direct timely completion of financial forms, such as the IRS Form 990.
d. Shall take the lead role in governance oversight during audits.
e. Shall be the chair of the Finance Committee.
f. Shall perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or the Board of Directors.
Article VI. Committees
Section 1. FRHS Standing Committees
A standing committee is a permanent committee of the Board. The Corporation shall establish the standing committees set forth in this Section. Separate committees may be established by the Board to address the Corporation's other lines of business. With the exceptions of the Executive Committee and the Quality Assurance Committee, a majority of the voting members of a committee shall be comprised of Directors appointed by the President, subject to approval of the Board of Directors. The President may appoint non-Directors to serve on a committee. One (1) member of each committee shall be appointed committee chair by the President, except that the President shall be the chair of the Executive Committee, the Vice President shall be the chair of the Board Recruitment and Development Committee, and the Treasurer shall be the chair of the Finance Committee. Only the Executive Committee shall be authorized to act on behalf of the Board with respect to decisions affecting FRHS. All standing committees shall operate in a manner which is consistent with the policies of the Board of Directors. The FRHS Committees shall include:a. Executive Committee. The Executive Committee shall be comprised of the President, the Vice President, the Secretary, the Treasurer, and the immediate Past-President (if s/he remains a current Director). The Executive Committee shall convene as necessary and, under the direction of the full Board, shall be authorized to act for the Corporation in all matters related to FRHS during the interim periods between meetings of the Board of Directors. In addition, the Executive Committee shall conduct the preliminary evaluation of the CEO and shall make recommendations to the full Board accordingly. The Board also may elect other non-officer Directors to the Executive Committee. The CEO shall be an ex officio, non-voting member of the Executive Committee.
b. Personnel Committee. The Personnel Committee shall be responsible for reviewing and, if necessary, making recommendations regarding the personnel policies and the personnel manual of the Corporation, employment practices, employee benefits, and personnel relations, and for reporting on issues related to compliance of the policies with all federal, state, and local laws. The Personnel Committee shall conduct salary and wage studies and shall be included in the search committee responsible for recommending candidates for CEO. A Human Resources representative shall be an ex officio, non-voting member of the Personnel Committee.
c. Finance Committee. The Finance Committee shall be responsible for monitoring and making recommendations to the Board regarding the financial status and policies of FRHS, including fiscal planning, budgeting, policy development, and financial performance, reviewing financial statements and reporting on and overseeing the annual independent financial audit process (with the final annual audit report to be presented to the Board of Directors), as well as working with financial consultants and, as necessary, the auditors. The Chief Financial Officer (CFO) shall be an ex officio, non-voting member of the Finance Committee.
d. Quality Assurance Committee. The Quality Assurance Committee shall be responsible for monitoring and making recommendations for the implementation of the quality assurance/quality improvement program. In addition to Director representatives, the Committee shall include appropriate staff, providers, and regulation-required personnel. Board Director representation on this Committee is for monitoring and reporting to the Board.
e. Credentialing Committee. The Credentialing Committee shall be responsible for working with appropriate FRHS staff to assure that provider applications are properly vetted for Medical Staff appointments and practice privileges. This Committee shall keep the full Board informed of any issues encountered with applicants and/or the referring Medical Staff during the credentialing process and submit motions to the full Board for appropriate action regarding the applicants' requests for granting of clinical privileges
and Medical Staff appointments. The CMO shall be an ex officio, non-voting member of the Credentialing Committee.
f. Providers Committee. The Providers Committee shall be responsible for monitoring and making recommendations for additional provider staff and contractors, and for monitoring and recommending policies, protocols, and procedures for furthering relationships between providers and the Corporation and between providers and outside entities. The CMO shall be an ex officio, non-voting member of the Providers Committee.
g. Board Recruitment and Development Committee. The Board Recruitment and Development Committee shall be responsible for vetting and recruiting potential new Board members and for recommending appropriate education of new and veteran Board members. This Committee will nominate potential new Board members to the full Board.
h. Marketing/Public Relations Committee. The Marketing/Public Relations Committee shall be responsible for monitoring and recommending public outreach and education efforts of the Corporation, and for working with appropriate FRHS staff/contractors in the development of a marketing program to routinely inform the public of available services, new programs, significant changes, and upcoming events. This Committee shall also monitor and report on internal publications, such as any newsletters or other publications produced by the Corporation for its internal stakeholders and its subdivisions.
i. New Ventures Committee. The New Ventures Committee shall be responsible for analyzing current programs, equipment, buildings, workspace, etc., to help determine current and future suitability and for recommending possible new ventures in the form of projects, programs, updates, replacements, and other significant undertakings of the Corporation--including short-term and long-term goals. This Committee shall work closely with FRHS staff/contractors to implement these new ventures by providing advice, contacts with community and regional resources, and such other resources as deemed appropriate. The CEO, CFO, and CMO shall be ex officio, non-voting members of the New Ventures Committee.
Section 2. Ad Hoc Committees
Ad hoc committees may be created and dissolved by vote of the Board of Directors. Except as may otherwise be provided in such action, each such committee shall include at least one (1) Director, with all committee members appointed by the President, subject to the approval of the Board of Directors.Section 3. Term
Each member of a committee shall continue such committee membership until the next annual meeting of the Board, unless the committee shall be sooner terminated, or unless such member resigns from the committee or is removed by the President or a vote of the Board of Directors.Section 4. Removal from Committee
Any committee member may be removed from a committee by the President or by a vote of the Board of Directors.Article VII. Conflicts Of Interest And Confidentiality
Each Director has a fiduciary duty to the Corporation and must give it his/her loyalty. The Board of Directors shall establish, adopt, and periodically update a written corporate policy that establishes procedures for disclosing and addressing conflicts of interest or the appearance of conflicts of interest by Directors, officers, employees, consultants, and/or agents who provide services or furnish goods to the Corporation, and for maintaining confidentiality of the Corporation's proprietary information.
Article VIII. Books And Records
The Corporation shall keep at the office of the Corporation correct and complete books and records of account and minutes of the proceedings of its Board of Directors and its committees and a list of the names and addresses of its Directors and officers. Any of the foregoing books, minutes, and records may be in written form or in any other form capable of being converted into written form within a reasonable time.
Article IX. Limitations
Section 1. Exempt Activities
a. Notwithstanding any other provision of the Bylaws, no Director, officer, employee or representative of the Corporation shall take any action or carry on any activities by or on behalf of the Corporation not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954 or by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954.b. The Corporation is not organized for profit. No member of the Board of Directors, or person from whom the Corporation may receive any property or funds, will receive or will be lawfully entitled to receive a pecuniary profit from the operations of the Corporation, and in no event will any part of the funds or assets of the Corporation be paid as a dividend or be distrusted to, or inure to the benefit of, any member of the Board of Directors.
Section 2. Sharing in Corporate Earnings
a. Ongoing Operations. No Director, officer, or employee of, or any other person connected with, the Corporation, or any other private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the Corporation, provided that this prohibition shall not prevent either the payment to any such person of reasonable compensation for services rendered to or for the benefit of the Corporation or the reimbursement of expenses incurred by any such person on behalf of the Corporation, in connection with affecting any of the purposes of the Corporation.b. Dissolution. No Director, officer, or employee shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Corporation. All such persons shall be deemed to have expressly consented and agreed that upon such dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the assets of the Corporation, after all debts have been satisfied, then remaining in the hands of the Board, shall be distributed, transferred, conveyed, delivered and paid over, in such amounts as the Board may determine, or as may be determined by a court of competent jurisdiction upon the application of the Board, exclusively to charitable, religious, scientific, literary, or educational organizations:
1. Which then qualify for exemption from Federal income taxation under the provisions of Code Section 501(c)(3) and the Treasury Regulations thereunder (as they now exist or as they may hereafter be amended); and
2. Contributions to which are deductible under Code Section 170(c)(2) and the Treasury Regulations thereunder (as they now exist or as they hereafter may be amended).
