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HomeMy WebLinkAbout0404-2006 Articles of Amendment - ACH (f). : .' . : . . . . . . . . . ...... ....... Phone: (503) ~2200 Fax: (503)378-4381 Secretary of State Corporation Division 255 Capitol St. NE, Suite 151 Salem, OR 97310-1327 FilinglnOregon.com Articles of Amendment-Business/ProfessionaUNonprofit Check the appropriate box below: D BUSINESS/PROFESSIONAL CORPORATION (Complete only 1, 2, 3, 4, 6, 7) r?J NONPROFIT CORPORATION (Complete only 1, 2, 3, 5, 6, 7) REGISTRY NUMBER:51 030584 In accordance with Oregon Revised Statute 192.410-192.490, the information on this application is public record. We must release this information to all parties upon request and it will be posted on our website. Please Type or Print Legibly in Black Ink. For office use only 1) NAME OF CORPORATION PRIOR TO AMENDMENT: Ashland Community HealthCare Services 2) STATE THE ARTICLE NUMBER(S) AND SET FORTH THE ARTICLE(S) AS IT IS AMENDED TO READ. (Attach a separate sheet if necessary,) Article IX - see attached 3) THE AMENDMENT WAS ADOPTED ON: April 4, 2006 (If more than one amendment was adopted, identify the date of adoption of each amendment,) BUSINEss/PROFESSIONAL CoRPORATION ONLY 4) CHECK THE APPROPRIATE STATEMENT o Shareholder action was required to adopt the amendment(s). The vote was as follows: Class or Number of Number of Number of Number of series of shares votes entitled votes cast votes cast shares outstanding to be cast FOR AGAINST o Shareholder action was not required to adopt the amendment(s). The amendment(s) was adopted by the board of directors without shareholder action. o The corporation has not issued any shares of stock. Shareholder action was not required to adopt the amendment(s). The amendment(s) was adopted by the Incorporators or by the board of directors. 6) c...----.. John Morrison Printed Name 7) CONTACT NAME (To resolve questions with this filing.) Michael Franell, City Counsel DAYTIME PHONE NUMBER (Include area code.) 541-488-5350 113 (Rev 3~4) NONPROFIT CORPORATION ONLY 5) CHECK THE ApPROPRIATE STATEMENT D Membership approval was not required. The amendment(s) was approved by a sufficient vote of the board of directors or incorporators. ({] Membership approval was required. The membership vote was as follows: Class(es) Number of Number of Number of Number of entitled members votes entitled votes cast votes cast to vote entitled to vote to be cast FOR AGAINST 1 1 1 1 0 Title Mayor FEES Required Processing Fee $50 No Fee for Nonprofit Type Change Only Confirmation Copy (Optional) $5 Processing Fees are nonrefundable. Please make check payable to "Corporation Division." NOTE: Fees may be paid with VISA or MasterCard. The card number and expiration date should be submitted on a separate sheet for your protection, ARTICLE VIII, MEMBER A. The sole member (the "Member") of the Corporation shall be the City of Ashland, an Oregon municipal corporation. B. Authority and responsibility shall be vested in the Member to perform the following duties: 1. TO appoint the Corporation's directors, based on the ;criteria set forth in Article IX hereof and, after appointment of the initial Board, in accordance with the timetable specified in the Board's Bylaws; to remove one or more of such directors only for cause; and to appoint a liaison representative to serve as an ex-officio non-voting member of the Board. 2. To approve or disapprove amendments to these Articles of Incorporation which have been proposed or concurred in by the Corporation's Board of Directors. 3. In the Members sole discretion, to dissolve this Corporation in the event this Corporation is in breach of the facilities lease to which Member and this Corporation are parties and has failed to timely cure the breach as provided therein, and in such event to distribute any remaining assets of the Corporation in accordance with the provisions of Article XII hEt.reof. 4. To convene and conduct an annual. membership meeting at the time and place of the first meeting of Members City Council to be convened during the month of July each year, and to convene and conduct such special membership meetings as it may from time to time deem necessary Or advisable to carry out its duties, at such time and place as it shall determine. ARTICLE IX DIRECTORS A. The Corporation shall be governed by a Board of Directors (the "Board") consisting of not less than ten (10) nor more than twelve (12) Directors, except that on ocqasion there may be up to thirteen (13) Directors as provided in subpart C below. The Corporation's Member shall select and appoint Directors of the Corporation from among persons who are residents of the Area, based on thE3, fol!qwing cri1~ria: .. Amended Articles of Incorporation Page 4 of 7 \. . 1. An interest in and involvement with the Ashland community. 2. Interest in and knowledge of healthcare. 3. Willingness to participate in continuing education and Board self- evaluation, in accordance with Board policies. 4. Willingness and ability to attend Board meetings. 5. Leadership experience and effectiveness. 6. Possession of skills that contribute to effective governance. 7. Ability to think and communicate clearly. 8. Ability to work cooperatively with others. B. Collectively, the Directors selected shall be broadly reflective of the Area's residents. Further, no more than twenty (20) percent of the total number of Director's holding office at any time shall concurrently be members of the medical staff of the Corporation's hospital, and no director shall concurrently serve as a member of the Ashland City Council. C. In the event that the term of a Director holding the office of Board Chair would otherwise expire upon the conclusion of the Director's term as Board Chair, the Director's term may be extended by the Board for up to one (1) year to allow the Director to serve as Immediate Past Board Chair. During any such one-year time period, the maximum number of allowable Directors shall be thirteen (13). D. All authority and responsibility not specifically reserved in these Articles of Incorporation to the Corporation's Member shall be vested in the Corporation's Board. ARTICLE X BYLAWS At its first official meeting, the Board shall adopt bylaws for managing and regulating the affairs of the Corporation, the provisions of which shall not be inconsistent with law or these Articles of Incorporation. Such bylaws may thereafter be amended from time to time by the affirmative action of a majority of the Corporation's directors. Amended Articles of Incorporation Page 5 of 7 . . ., AMENDED ARTICLES OF INCORPORATION . of ASHLAND COMMUNITY HEAL THCARE SERVICES ARTICLE I NAME The name of the corporation (the "Corporation") shall be Ashland Community Healthcare Services. This corporation is a public benefit corporation. ARTICLE II DURATION The Corporation shall have perpetual existence. ARTICLE III PURPOSES The Corporation is organized exclusively for charitable and educational purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), including without limitation the ownership and operation of an acute care hospital, provision of other healthcare services, arrangement for the provision of medical services, and conduct of such other activities as may be deemed advisable for the advancement of health care and the betterment of the general health of the residents of Ashland and the surrounding geographic service area (collectively, the "Area"). Amended Articles of Incorporation Page 1 of 7 ARTICLE IV POWERS The Corporation shall have the power to engage in any lawful activity for which corporations may be organized under the Oregon Nonprofit Corporation Act, provided that such activities: (a) have been authorized by the Corporation's Board of Directors; (b) are consistent with the purposes described in Article III hereof; (c) are not inconsistent with the provisions of these Articles of Incorporation; and (d) shall at all times comply with the requirements of Sections 501 (c)(3) and 170( c)(2) of the Internal Revenue Code of 1986, as amended (the "Code") or the corresponding section of any future federal tax code. ARTICLE V PROHIBITED ACTIVITIES A. The Corporation shall not: 1. Have or issue share of stock; 2. Make any disbursement of income to its member, directors or officers; 3. Loan money or credit to its member, officers or directors; 4. Engage in any other activity which is prohibited under the Oregon Nonprofit Corporation Act, as it may be amended from time to time; or 5. Engage in any activity which would cause the Corporation to be defined as a private foundation within the meaning of Section 509(a) of the Code. B. No part of the net earnings of the Corporation shall inure to the private benefit of any person, except that the Corporation shall be authorized and empowered to reimburse the expenses of its directors, officers and employees in accordance with the Bylaws of the Corporation and to make payments and distributions in furtherance of the purposes of the Corporation, subject to the limitations of this Article V. C. No substantial part of the activities of the Corporation shall be devoted to attempting to influence legislation by propaganda or otherwise. Further, the Corporation shall not participate or intervene, directly or indirectly (including the publication or distribution of statements) in any political campaign on behalf of or in opposition to any candidate for public office. Amended Articles of Incorporation Page 2 of 7 D. Notwithstanding any other provision of these Articles of Incorporation, the Corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt fromfederal income tax under Section 501 (c)(3) of the Code, or (b) by a corporation to which contributions given are deductible under Section 170(c)(2) of the Code. ARTICLE VI REGISTERED OFFICE AND AGENT The addresses of the Corporation's principal office and registered office shall be as provided in the Corporation's Bylaws from time to time. The street address of the initial registered office of the Corporation shall be as follows: 280 Maple Street Ashland, OR 97520 The name of the initial registered agent of the Corporation at the above address shall be James R. Watson. The initial corporate mailing address for the principal office of the Corporation shall be: POBox 98 Ashland, OR 97520 ARTICLE VII INCORPORATOR The name and address of the incorporator of the Corporation is as follows: City of Ashland 20 East Main Ashland, OR 97520 Amended Articles of Incorporation Page 3 of 7 ARTICLE VIII MEMBER A. The sole member (the "Member") of the Corporation shall be the City of Ashland, an Oregon municipal corporation. B. Authority and responsibility shall be vested in the Member to perform the following duties: 1. To appoint the Corporation's directors, based on the ;criteria set forth in Article IX hereof and, after appointment of the initial Board, in accordance with the timetable specified in the Board's Bylaws; to remove one or more of such directors only for cause; and to appoint a liaison representative to serve as an ex-officio non-voting member of the Board. 2. To approve or disapprove amendments to these Articles of Incorporation which have been proposed or concurred in by the Corporation's Board of Directors. 3. In the Member's sole discretion, to dissolve this Corporation in the event this Corporation is in breach of the facilities lease to which Member and this Corporation are parties and has failed to timely cure the breach as provided therein, and in such event to distribute any remaining assets of the Corporation in accordance with the provisions of Article XII hereof. 4. To convene and conduct an annual membership meeting at the time and . place of the first meeting of Member's City Council to be convened during the month of July each year, and to convene and conduct such special membership meetings as it may from time to time deem necessary or advisable to carry out its duties, at such time and place as it shall determine. ARTICLE IX DIRECTORS A. The Corporation shall be governed by a Board of Directors (the "Board") consisting of not less than ten (10) nor more than twelve (12) Directors, except that on occasion there may be up to thirteen (13) Directors as provided in subpart C below. The Corporation's Member shall select and appoint Directors of the Corporation from among persons who are residents of the Area, based on the following Grit~ria: . Amended Articles of Incorporation Page 4 of 7 1. An interest in and involvement with the Ashland community. 2. Interest in and knowledge of healthcare. 3. Willingness to participate in continuing education and Board self- evaluation, in accordance with Board policies. 4. Willingness and ability to attend Board meetings. 5. Leadership experience and effectiveness. 6. Possession of skills that contribute to effective governance. 7. Ability to think and communicate clearly. 8. Ability to work cooperatively with others. B. Collectively, the Directors selected shall be broadly reflective of the Area's residents. Further, no more than twenty (20) percent of the total number of Director's holding office at any time shall concurrently be members of the medical staff of the Corporation's hospital, and no director shall concurrently serve as a member of the Ashland City Council. C. In the event that the term of a Director holding the office of Board Chair would otherwise expire upon the conclusion of the Director's term as Board Chair, the Director's term may be extended by the Board for up to one (1) year to allow the Director to serve as Immediate Past Board Chair. During any such one-year time period, the maximum number of allowable Directors shall be thirteen (13). D. All authority and responsibility not specifically reserved in these Articles of Incorporation to the Corporation's Member shall be vested in the Corporation's Board. ARTICLE X BYLAWS At its first official meeting, the Board shall adopt bylaws for managing and regulating the affairs of the Corporation, the provisions of which shall not be inconsistent with law or these Articles of Incorporation. Such bylaws may thereafter be amended from time to time by the affirmative action of a majority of the Corporation's directors. Amended Articles of Incorporation Page 5 of 7 ARTICLE XI LIMITATION ON LIABILITY OF DIRECTORS To the fullest extent the limitation or elimination of such liability is permitted by the Oregon Nonprofit Corporation Act, as it presently exists or may hereafter be amended, the Corporation's Member, directors and uncompensated officers shall not be personally liable to this Corporation for monetary damages for conduct as a Member, director or uncompensated office occurring after the effective date of this Article. Any subsequent amendments to or repeal of this Article of the Oregon Nonprofit Corporation Act shall not adversely affect any right or protection of such Member, directors or uncompensated officers for or with respect to any of their acts or omissions as Member, directors or uncompensated officers occurring prior to such amendment or repeal. ARTICLE XII INDEMNIFICATION To the fullest extent not prohibited by law, the Corporation: (a) shall indemnify any person who is made, or threatened to be made, a party to an action, suit or proceeding, whether civil, criminal, administrative, investigative, or otherwise (including an action, suit or proceeding by or in the right of this Corporation), by reason of the fact that the person is or was a Member, director or uncompensated officer of this Corporation; and (b) may indemnify any person who is made, or threatened to be made, a party to an action, suit or proceeding, whether civil, criminal, administrative, investigative, or otherwise (including an action, suit or proceeding by or in the right of this Corporation) by reason of the fact that the person is or was a compensated officer, employee or agent of this Corporation, or a fiduciary (within the meaning of the Employee Retirement Income Security Act of 1974), with respect to any employee benefit plan of this Corporation, or who serves or served at the request of this Corporation as a director or officer of, or as a fiduciary (as defined above) of any employee benefit plan of, another corporation, partnership, joint venture, trust or other enterprise. This Article shall not be deemed exclusive of any other provisions for the indemnification of such Member, directors, officers, employees, or agents that may be included in any statute, bylaw, agreement, resolution of the Corporation's Member of directors or otherwise, both as to action in any official capacity and action in any other capacity while holding office, or while an employee or agent of this Corporation. Amended Articles of Incorporation Page 6 of 7 ARTICLE XIII DISTRIBUTION UPON DISSOLUTION Upon the dissolution of the Corporation, all of its assets remaining after payment of creditors shall be distributed to the City of Ashland, Oregon or another nonprofit corporation selected by the Member which is then exempt from federal income tax pursuant to Section 501 (c)(3) of the Code. Any such assets not so disposed of shall be disposed of by the Circuit Court of Jackson County, Oregon, exclusively for such purposes or to such exempt organization or organizations as such Court shall determine. ARTICLE XIV NONDISCRIMINATION POLICY The Corporation shall conduct its affairs in a manner that does not discriminate with regard to race, color, creed, national origin, sex, age, religion, sexual orientation or marital status. ARTICLE XV AMENDMENT OF ARTICLES ,',These ~rticles of incorporation may be altered, amended, repealed, replaced or restated upon the affirmative action of the Corporation's Member provided that such alteration, amendment; repeal, replacement or restatement has been proposed or concurred in by a majority of the Corporation's directors at a Board meeting called for that purpose. DATED: This /? day of ~ . 2006. ASHLAND COMMUNITY HEAL THCARE SERVICES THE CITY OF ASHLAND, OREGON, its Incorporator , B c-..-- BY~~ City Recorder, City of Ashland Amended Articles of Incorporation Page 7 of 7