HomeMy WebLinkAbout0624-2003 Bylaws of ACHS
BYLA WS
of
ASHLAND COMMUNITY HEALTHCARE SERVICES
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T ABLE OF CONTENTS
Page
SECTION 1 PURPOSES. PQWERS. AND RESTRICTIONS ..-......................................... 1
1-1 ;J:>urposes and Powers ..... ...... .............. .....~.. ...... .n'" ............. n." ..'..... ...... ...n..... .... 1
1.2 Restrictions. .~.......... _ .... .... . . . n' .... .. u... ., . .. .... . ~ . ... ..... . ... ... .... . .. . ..... .. . . .. ..... . . ..... . .... .. 1
1.2.1 Nonprofit Status... '.,'" .......... ..... .................. .... ..... ............. ......... ..... .......u.... 1
1.2.2 'Di.stributions: Dissolu~on ............... .....,...... .............................. ...... ."............. 1
1.2.3 ftohibited Activity.. ..... ..... .............. ................. ..... ..........~.. ......... .... n,..... .....2
S'ECTlON 2 O.FFICpS ... ....n........... ....... ......... .'.... ..... .......... ... ......... ...... ..... ." ..... ...., ......,.2
2.1 'Principal Office.. ..~.....,..... .~.. ...... u... ................. ,.... .......... ... .......... ..... .... .... u... ..... 2 '
, 2.2 ~e2istered Office ~................... ..a. .. .... . ... ..... . .. . . .. ..... . . .'" . .. . .. .. ... ~ . . .... .. .. ., ... .... . ,..... 2 '
SECfION 3 MEMB ERn........... .'...... ..................... ........,.............. ..... ..'. .............. ..~......... 2
3. 1 Sole Member.. .. . . _. ... ...... .. __.. . .... ~... , ... . . _.. .. ... . .. . . . .. .. . .. , ... . .'. ... . .. ..... . . ... . ... . . .... '. ... . ... . 2
3.2 ~elnber's Authority and Re&ponsibility ...... ..... ....... ......... .................. .... ......... 09.'" 2
3.4 M,embersmn Meet.i.nes ... ...._~.. ...'... ......... .........' .......... ......... .~...... ......... ... ... ....,. .....3
SEC1iON 4 BOARD OF DIRECTORS......., .... ...... ...........~ ......... ......... ......... .-.. ..,...... .....3
4.1 Generi;)l Powers........... ...p..... ......... ........ u...... ......... ..... ,. ,.... :...... .......,.. ..'... .........3
4.2. Number. 'Tenure and Qualifications.......... ..u... ...... p" ...........u .'...... ........ ...... .......... 3
4.3 'f\ppointment and Filling:: of Vacant Position$. .............. ........ ............ ...................... 3
4.4 ~COI!l.Il1;endations . ...... ... . ..... .... . . , .. .' .. . . . .. . . .. ...... . ............. .. . ~..... ... .... ..... . ... ............. 3
4.5 Ano.ual and Re~11lar Meetings.. ........ ........ .... ...... .,...... -..........,...... ... .............H...;.. 4
4.6 ,Special Meetings... ........... ...... .......,.... .........., -..... -.. ....... ....... ...... ........ ........ .........4
4.7 . Participation by Telecommumcationa .....n. .,. ....... ......,.. ..u .... ..... .u.. .-. ...... ..... ........4
4.8 Notice of S"O'rcial Meetings........ ............,.. .'................ .............. ............;...............4
4'.9 frovision 9f Notice ............:. ",. ....... .............. ....... ...... ,..........,.............. ..-..........,.. 4
4.10 Waiver of l'{otice......... ...... ............... ............ ....... ................. ....... ....... ......... ........5
4.11 Qyorom _.......................................... ~ . ... . ~ .. . . ... .. ." . . .. . . .... ... H .. . . . .... . .. . ... . ..:. .. . ..... n' 5
4.12 Manner of Actine-: Order of Business...... ....... ....... ..... ........ ..-......... ,.... ....... .......... 5
4.13 Presumpriqn of Assent...........................................................................,............. 5
4.14 Action by Board or Committees. Witho9t a Meeting ............................................. 5
4.15 Attenchmcc: ReSitmation or lSemova[... .......... .m.... .............. ....,.. ...... .._H.... ... ........5
4.16 Minutes ........... _ ..... .... .............. ..........._.. ......... ..... ........ ......... ... ......... ....... _.........6
4'.17 Conflict of Interest ~...... ..... ..... ............. ....... ... .... ........... .... ... ...... .-....... ......._.........6
4~ 18 Compensation.... .......... n.. ..... ..... ._... ............. n-' .... ...... ........ -... ........... ............, _...6
SECTION 5 OFFTrlJ.'R S..... ..... .... ... ....... ...... ....... .............. .-... .,n-............ ............ ..... n.._.. ~ 6
5.1 Officer PosiQons ............................ . .. ..... ..' . .... .-. . . . . ." .... ... . ... . . .. . . ... .... . ... ,... .... ., . ... 6
5.2 ~lection and Term. of Office ..._.............. ..... ..... ...... ..... ...... ................ ..... .......... .... 7 ,
5 .3 R esi s;rnati 0 n ..,......................................'........... - . . . . . . . . .. . . . . . . . . . . . . . · . . . .. . . . . . . . .. . .... . . . ...... 7
5r4 Removal. ..... ..............~...... ..... .......... .... .............. un. .... .... ..... -. ......... .n." ...-..... ..~ 7
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5.5 Vacancies.... .. . . ........ . . . . ..,;,.. . . ..H. .. . . . ... . . .. .. . .. . . .... . . . ... .. ... .... ... ., . ~ .... .. .. ... ... ... .,. .. ...... 7
. 5.6 B9a::rd Ch4ir.:....... _ . .. . ..... . .. -.. "r~-~'" . _. . . ...... ........... .. .......... .. ~.... . .... ...... . .. .. . .... .. . . .. .. yo 7
5.7 President. n. .. . .. .. . .. ........... . . ..~~_.. ... _" ... . . . ........ . . ... ..... . . ...; . .. . . . ..... ~.. . .... .. . . ... .. ..... . .... 7
5.8 Board Chair Eleyt... ......... ._.. ..... ......~~..: ......-.. ...... ......... ........ .......... ..... ....... .........8
5.9 S EfCcet.a.(y . ..... .. .. . . .. . . . . . . . . .. . . . . .. ...... . . u.... . .. .. . . . . .. . . . .. .. . . . . . ... .. · - .. . .. . . .. . . . . . .. .. . . .. . . ..
. .. . . .. a
5.10 Treas urer. .. . . ... ... . . .. . ..... . . . . .. ... ... . . ..... .~~...... . ..... . .., . .... ............... . -... ....... .. .. .. .. .... . .... 8
5.11 C'omoensation.. .. . .. .... .. ....... . ........................ . . . .... ... . . ... ...... . .... ..... . ..... .. ..... ... . .... ... 6
SECTION 6 COMMt'I"I'EES OF TI\E BOARD ......~........................................................ 9
6.1 Establishment of Committees................. ............................. ......... ..... .... .... n........ 9
6.2 Authority of Committ~..... ....... .... ...... ........... ...... ............... ...... .......... ......... ....... 9
6.3 Standinll Com~ttees.... ........ .... .......... ,.... ....... .0- ....- .~-........ ....... .............. ..... .... ..: 9
SECTION 7 ME.DIC~ ST .AFF... ~..... ...... .... ....... ......... ..... .... .~.......... ............. ................. 9
. 7.1 Organization..;.... ......... .~................ .... .................... .......:.... ....~.... ........"......... ....9
7.2 Apoointment and Grantin~ of Privile~es ........................ ................. ......... ............. 9
7.3 Apulication and A'Pl?Ointment Process.. ......... .................. ............ _............~..... .... 10
7.4 ~31p~.pti.ce lp.surance........... _. . ... ., .. . ~ . . ...... - . . . " ..... . ......... . ... . ... . . .. - .. . . . . .. . . .. . . . .. . . .., 1 0 .
7.5 Attendarlce at Board Meetin~s _.... .... ...... .............. .......... .................................. .. 1 0
SECflON 8 j\. uxn..1A.R y . .. . _.... .. .'. ....... .. .. ... ...... . ........ .' .. ... ....... -....... ... .......... .. . . .. ... . .. .. 1 0
SECfION 9 FOlJNDATION . ...... ........ ... ........ .... ..... .......... .............. ...................... ....... 10
SECTION 10 VOLUNTEER GROUPS ...........................~........................................... 11
SECTION 11 CONTRACTS. LOANS. CHECKS AND DEPOSITS............... ..........uu.. 11
11.1 Contracts. n... .... ......... u...:.. ..... ...... .~......,.... .'~"" ........ u ........ ..,............ ....... -....... 11
11.2 No I..oans to Directors or Officers ....................................................................... 11
11..3 Checks. Drafts. Etc...... ......... .......... ............... ........ ...................... ............... -..... 11
11.4 peposits ... . .... ... . .... .... . .. . ......... ., . .... ',' . . ....... .., ..... .... ....... ....... .. .... ... . . .. . .... . . . . ....... 11
SECTION 12 POLICIES .. ........... ..... ...... u- ........ ... ....... .... ......... -......... ...-..........~......... 11
12.1 fy.rpose and Structu.r~..................... . . ... ..... . . ... ..... . . ........ . . ... ...... . .. ... . .... . . . ..... . . .. .. 12
12.2 Patient Care..........-..... .............. ....... .......... ..u........ ....... .... ................. .... .......... 12
12.'3. Arln,i nistration... . .... .. . . .... .. ...... ...... ... . ....... .. . .. .' .. . . . . . ....... . . . .... .... ..... -. . . .... .. .. ..... .. 12
12.4 Finances.. _.. . . . . . . . . . .... . ... .... . . . .. . .... .. ... . ..... . .... , . ... . . .. . .... . . . .. . ........ ... .... . .. . .. . .:.. . . .. ..... 12
12.5 Bca;rd Se1f,.Governance. ......... .......... .......... ............ ......... ....:....~. ....... ....... ......... 12 .
. SECTION 13 BOOKS AND RECORDS.................................. ..................... ............... 12
SECTION 14 FISCAL YEAR ... .......... ........ ................. .......... ... ........................... ....... 12
SEC'l'ION 15 lNDEMNIFIC;;A nON.... _......:. ..... ..... ..... ............. .......... .... ........ ..... ... ..... 12
15.1 Directors and Officers.................... ...................... .......... ........ .... ....................... 12
15.2 .Emplov~es and Other A~ents. ..........._.. ............... ...... ..-. .... .......................... - ...... 13
15.3 No Presumption of Bad Faith ......... ......... ...... ..... ... ...... .......-..... ... .................. .... 13
15.4 Advances of E~enses ........ .... ......... ...... .............. ..... .......... .... .... .... ." ..... .......... 13
15.5 Enforcement..: .~........,..... ..... .......... .... ....... .......... .... ......... ..... ..................... ...... 13
15.6 Notice to the Ore~on Attorney General...............................................................14
15.7 Nonexclusivit'V of Ri~hts.. n. .... ........ ....... .... ....... ......... ..... ................. ........ ........ - 14
15.8 S UI"Vi val of Ri 2hts .................................... . . .... . . . . . .... . . . . . . ....... . - . . .. . -. . .. . .,. . . . . . . .... .. 14
I :5 .9 lnsuran ce .. . . . . . . . . . yo . . . . . . . . .. . . . . . .. .. .. ... . . . .. .. .. . . . .. . . . . .. . . .' .. . . . . . . .. . . .. . . . . . .. .. . . . . . . .
. . . . . . . . .. .. .. 1 4
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15.10 Anlel}dments .. .. . . .. . . n .. _ . . .. . .... .. .. u .. .. . .'. .. . .. .. .. . .. . . .. .. . .. . . . .. . . .. . : . .. . .. . . '. .. . .... . . . . .. . .. . ., 14
15.1 i Savines Clause...... .,.'............... ...... .... ..... . ... .. ......... ." .. .. --... . ....... .... ',." .. .... .. ... 14
, 15.12' Certain Definitions . ~..... ........ . ..... _... . . . .... .... . . .... .... . . ....... . . -.. ... .. . .' ....".. ... . .'... .... 14 '
SECTION 16 NONDISCRI1\1INATION POLICy......................................................... 16
SECTION', 17 A~MENTS ............... ....... ........... .._u ..... .... .......... ...... ........ ........... 16
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BYLAWS
of
ASHLAND COMMUNITY HEALTHCARE SERVICES
A NONPROFI1" PUBLIC BENEFIT CORPORA TrON (THE t'CORPORA TION")
ORGANIZED PURSUANT TO THE OREGON NONPROFIT CORPORATION Acr~
ORS CHAPTER 65, AS AMENDED FROM TIM:E TO TIME (THE !'ACT")
SEcrION 1
p~OSES. POWERS4 AND RESTRICTIONS
1.1 futposes and Powers.
1.1.1 The Corpora.tion is or,ganized exclusively for charitable and educational purposes
within the meaning of Section 501(c)(3) of the Intemal Revenue Code of 19867 as amended (the
"Code"), including without limitation the ownership and operation of an acute care hosp.ital (the
"HospitaIJJ), provision of other healtbcare 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 a-rea (collective1y~ the "Area4l).
1.1.2 The CorpoTation shall have the power to engage in any lawful activity for which
corporations may be organized under the .Act, provided that such activities have been authorized
by the Corporation's Board of Directors and are consistent. with the Corporation's Articles of
Incorporation, the purposes of \he COrflOrauon set forth in Section 1.1.1 of these Bylaws, and the
restrictions set forth in Section 1.2 of these Bylaws.
1.2 R~trictions.
1-2.1 Nonorofit Status. The Corporation sball not have or issue shares of slock. The
Corporation is not organized for profit") and no pm of its net earnings shall inure to . the benefit of
any Direc(or or Officer of the Corporation or to any private individual, except that the
Corporation shall be a.uthoriz.ed and empowered to reimburse the e~penses of its Oi.l'ecto.rs,
Officers, and employees in accordance with the Bylaws of the Corporation and to make paymen\S
and distributions in furtherance of the purposes of the Cotporation, subject to the limitations of
this Section 1.2.
1.2.2 Distributions: Disso\ution. No Director or Officer of the Corporationt nor any
private individual, shall be en(itled to share in the distribution of any of the corporate assets upon
dissolution of the Corporation or the winding up of its affairs. Upon such dissolution or winding
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up, after paying or making adequate provision for the payment o:f all of the liabilities of the
Corporation, all remaining assets of the Corporation shall pe distributed by the Co-rporation's
Member to the City of Ashland, Oregon, or to another nonprofit corporation selected by the .
Corporation's Member which is then exempt from federal income taxa.tion pursuant to Section
SOl(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.
.1.2.3 Prohibited Activity- (a) No substaOtial part of the activities of the Corporation
shall be devoted to attempting to influence legislation by propaganda or otherwise ex.cept as may
be permitted to organizations qualified for exemption under Section 501 (c)(J) of the Code or the
corresponding section of any future federal tax code. The Corporation shall not, directly ar
indirectly, participate in or intervene in (including the publication or distribution .of statements)
. any political campaign on behalf of or in opposition to any candidate for public office. The
Corporation shall not have objectives or engage in activities which characterize it as an "action"
organization within the nlearling of the Code. (b) Notwithstanding any other provisions of these
Bylaws, the Corporation shall not conduct or carry on activities not permitted to be conducted Of
carried on (i) by an organization exempt from federal income tax under Section 501(c)(3) of the
Code or the corresponding section of any future federal tax code, or (ll) by an organi2.ation,
contributions to which are deductible under Section 170(c)(2) of the Code or the corresponding
section of any future federal tax code or (Hi) by a corporation exempt from the Oregon
Corporation Excise Tax under ORS 317.080, as amended, or the corresponding section of any
future Oregon tax code.
SECTION 2
OFFlCES
2.1 Pp.ncioal Office. The principal office of the Corporation shall be located at the principal
place of business or such other place as the Board of Directors (the HBoard") may designate. The
Corporation may have such other offices, either within or without the State of Oregon, .as the
Board may designate or as the business of the Corporation may require from time to time.
2.2 Rel!:istered Office. The registered office of the Corporation shall be located within the
State of Oregon and may be, but need not be, identical with the principal6ffice (if located within
the State of Oregon).
SECTION 3
MEMBER
3.1 Sole Member. The Corporation's sole member (the "Member") shall be the City of
Ashlandy Qregont an Oregon municipal corporation (the "City").
3.2 Member's Authority and Responsibility. Authority and responsibility shall be vested in the
Member to: ~a) appoint, and remove for cause, the COl'poration's Ditectors~ (b) approve or
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disapprove amendments to the Articles of Incorporation which have been proposed or concurred in
by the Board; and (c) dissolve this Corporation in the event of an uncured breach by the Corporation
in the facilities lease to which the City and the Corporation are parties and, in such event, to
distribute any remaining assets of the Corporatiort as provided i.n the Alticles of Incorporation.
3.3 Timing of Appointments to the Board. Appointments for Director pOSitions that will become
vacant at the Board's annual meeting shall be made no later than June 1 each year, to take effect as of
the ',Board's annual meeting; appoi~tments for vacancies which occur at other times shall be made
within ninety (90) days after the Member is notified of such vacancy.
3.4 Membership Meetinis- The Member shall convene and conduct an annual membership
meeting at the time and place of the rust meeting of Member's City Council to be convened during
the month of 1uly each year. In addition,. the Member shall convene and conduct &uch other
membership meetings as it may from time tQ time deem necessary or advisable to carry out its duties,
at such time and place as the Member shall determine.
SECTION 4
BOARD OF DIRECTORS
4.1 Geneml Powers. Except as may be otherwise provided in these Bylaws, the, Articles of
Incorporation, or the Act, all authority and responsibility for overseeing and managing the business
and affairs of the Corporation shall be vested in the Board. '
. 4.2 NUlijber. Tenure and OpalificatioDS. The Board shall consist of no less than ten (10) and no
,more than twelve (12) Directors, with the specific number of Directors being set from time to time
, by resolution of the Board, provided that no decrease in the number of Directors shall shorten the
tel1D of any incumbent Director. 'two of the Directors shall be members of the medical staff.
AU Directors shall serve for a term of fOUT (4) years except that the Board may initially p,rovide for
shorter terms of Directors in order to accomplish a. staggering of such terms. The terms of the
.Directors, which shall normally begin and end on the date of the Board's Anpual Me~ting, shall be
staggered so that the terms df Ol1e- fourth (1/4) of the total number of Dircct~s sh~l end each year Of,
ifan uneven number, as close to one-fourth (114) as possible. Despite the expiration of a Director's
term~ howeveI, a Director shall continue to serve until that Director's successor is appointed, unless
there is a aeCleASe in the number of Directors.
4.3 t\ppointtnent and Filling of Vacant Positions. '!he Directors shall be appointed and
vacancies in Director positions filled by the Member from among the resi<ients of the Area based on
the criteria. set forth in the Articles of Incorporation. Directors who have served on the Board for two
full continuous tenns shall not be eligible for appointment to a subsequent term until one fuH year
has passed following the completion of such prior service.
4.4 R~ommendations. Each year, no later than the second regular Bo~ meeting preceding the
Board's Annual Meeting, the Board shall consider potential candidates for Director positions that
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, will become vacant at such Annual Meeting, and shall forward to the Member for i,ts consideration
such recommendations as the Board may wish to make. Likewise~ when vacancies in Director
positions shall have occurred at other times. the Board shall promptly consider potential candidates
and forward such recommendations as it may wish to the Member for its consideration in appointing
persons to fl11 such vacancies. If, i.n its discretion. the Board believes a Director should be removed
for cause, it shall submit a recommendation to that effect to the Member-
4.5 Annual and Regular Meetings. An annual Board meeting shall be held each year on the
fOUlth Tuesday of June at the Hospital or such other place as may be fixed by the Board, for the
purpose of electing Officers and transacting such other business as nlay properly come before the
m~ting. If the day fix.ed for the annu.al meeting is a legal holiday at the place of the meeting, the
meeting shall be held on the next succeeding business day. If the annuallneeting is not held a.t the
, , designated timet the Board Chair or Chair Elect ma:y, by p-coper notice in which the meeting is
, ,designated as the annual meeting, call the annual meeting at a time fixed by him or her not more than
sixty (69) days after such designated time.
The Board may {tom time to time specify the time and place (either within or wi.thout the State of
OregoTl) for hol<:ijng regular meetings. Except as otherwise detennined by Board resolution, regular
meetings of the Board shall be held on the fourth Tuesday of each month for a minimum of 10
months annually at the Hospital. No other notice of regular meetings shall be required except for
notice of such Board resolution.
4_6 SMCial Meetin~s. Spec.ial meetings of the Board 'may be called by or at the request of the
Board Chair or any three Directors. The person or persons authorized to call special meetings may
fiX' any place within or without the State of Oregon as the place for hOlding any special Board
meeting caned b:y them.
4.1 farticioation bv Teleoommunications. Members of the Board may participate in a Q1eeting of
the Board bY' use of any means of communication by which' all persons participating may
simultaneously "\.\ear each other during the meeting. Participation by such Ineans shall be deemed
presence in person 'at the meetipg.
4.8 Notice of Special Meetings. Except as otherwise provided in this Section 4.8) notice of a
special Board meeting, stating the date, time and place of the meeting, specifying the purpose and the
busitles.~ to be transacted at such meeting, shall be given each Director at his or her address as shown
on the records of the CorPoration. Such notice shall be delivered at least three (3) days prior to such
special meeting in accordance with one or more of the methods described in Section 4.9 below for
provision af notice. In case of emergency, the person or persons calling the meeting may prescribe a
shorter notice, to be gi"len pen.onally or by telephoning each Director.
4.9 Provisi(m of Notice.. Notice shall be deemed effective: (a) when personally delivered to the
person; (o) three (3) days after being placed in the U.S. postal service, properly addressed and
postage pIepaid~ (c) one day after being delivered by private courier service or ~elegraph office; (d)
one day after being transmitted by te1efax; or (e) when personally given to the person by telephone.
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4.10 Waiver of Notice. Whenever any notice is 'required to be given to any Director under the
provisions of these Bylaws~ the Articles of Incorporation or the Act. a waiver thereof in writing,
executed at any time, specifying the meeting for which notice is waived, signed by the person or
persons entitled to such notice) and filed with the minutes or cOtporate records, shall be deemed
equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of
any regular or special meeting of the Board need be specified in the waiver of notice of such
~eting. The attendance of a Director at a Board meeting shall constitute a waiver of notice of
, such meeting unless the Director! at the beginning of the meeting or promptly upon such Directors
arrival, objects to holding the meeting or transacting any business thereat and does not thereafter
vote fo! or assent to action taken at the meeti1;lg.
4.11 9uorum. A majority of the Directors in office shall constitlite a quorum fOT the transaction
of business at any Board meeting. lfless than a majority are present at a meeting, a majority of the
Directors present may adjourn the meeting from time to time without further notice.
4.12 Manner of Acting~ Order of Busme.'1s. All voting shall be in person; a roll-call vote shall be
ordered by the Board Chair when he or she deems it to be necessary or when requested by any
Director. The act of a majority of the Directors present at a Board meeting at which there is a
, quorum shall be the act of the Board unless the vote of a greater number is required by these
'Bylaws\ the Articles of Incorporation or the Act. The then current edition of Robertts Rules of
Order shall be the authority to resolve all questions of procedure and conduct of Boaxd meetings,
provided that such rules ~o not conflict with these Bylaws or any other rules of procedure and
conduct adopted by the Board.
4.13 Presumption of Assent. A Director of the Corporation present at a Board meeting a.t which
action on any corporate matter is taken shall be deemed to have assented to the action taken un~es&
(a) such Director's dissent is entered in the minutes of the meeting, or (b) such Director delivers a ,
written notice of dissent or abstention to such action with the presiding officer of the meeting
before the adjournment thereof, or (c) such Director forwards such notice by registered Inail to the
Secretary of the CDrporation immediately after the adjournment of the meeting. A Director who
voted in favor of such action may not thereafter dissent or abstain.
4.14 Acuon bv Board OT Committees. Without a Meetin~. Any action that could be taken at a
meeting of the Board, or of any committee appointed by the Board, roay be taken without a
meeting if a written consent setting forth the action so taken is signed by each Director or by each
committee member. Such written consent, which shall have tbe same effect as a unanimous
vote of the Directors or such committee, shall be inserted in the minute book as if it were the
minutes of a Board or committee meeting.
4.15. ~ttendance: Resi~ation or RemovaL Directors shall be expected to attend a minimum
of two-thirds of all regular meetings of the Board, ex.cept for unusual circumstances which have
been reported in a.dvance to the Board Chair. Any Director may resign at any time by delivering
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written notice to the Board ChaiT or to the regi8tered office of the Corporation. Such resignation
shall take effect at the time specified in the notice Of, if no time is specifled1 upon delivery. Un\ess
otherwise specified therein, the acceptance of such resignation shall not be necessary to' rnake it
effective. One or more Directors may be removed at any time for cause by the affinnati ve action of
the Corporation's Member..
4.16 .b;1inutes. The Board shall keep minutes of its meetirigs and shaH cause them to be
recorded in books kept for that purpose.
4.17 ~onflict of Interest. A Tlconflict of interest transaction It is a (ransaction wilh the
Corporation in which a DireCtor of the Corporation has a direct or indirect interest including,
without limitation, a proposed contract or agreement with, or a proposed donation of services,
materials, funds or other goods to, an agency or organization in which such Director has a personal
. or financial interest or of which such Director is an ownci\ director1 officer, employee or agent (the
"Interested Director"). In the event that a conflict of interest transaction is proposed or
contemplated by the Board, any interested Director shall immediately: (a) disdose to the Board all
material facts known to such Director and such Director's interest in the transaction;' (b) disqualify
himself or hctself from making~ participating in the making, or anelnpting to influence, any decision
of the Board with respect thereto. The transaction may thereafter be approved or disapproved by a
majority of the Directors. who have no direct or indirect interest therein (the "Disinterested
. Directors "). The In~sted Director with a direct or indirect interest may be counted for purposes of
detennining the presence of a quorum. .
The Board may ratify a transaction entered into between the Corporation and an Interested DireCtor
if, at rhe next meeting of the Boam, the. Board determines in good faith by majority vote of the
Disinterested Directors that (a) a Board committee or other person authorized by the Board had
a.pproved the transaction; (b) the Corporation had entered into the transaction forit.~ own benefit; (c)
the transaction was fair and reasonable as to the Corporation at the time the Corporation entered into
it; and (d) it was not reasonably practicable to obtain approval of the Board prior to entering into the
transaction.
No acti.on or decision of the Board or a committee of the Board shall be invalid because of the
participation therein by a Director in violation of this provision.
4.18 Com.oensatiQn. By Board resolution, Directors and comnl.ittee members may be paid
their actual expenses, if any, incurred in connection with attendance at meetings and/or educational
confe.renees on beh.alf of the Corporation. Directors shall not receive any other compensation for
personal services as a Director.
SECfION 5
O.FFICERS
5.1 Officer Positions. The Officers' of the Corporation shall be a Board ChairJ a President, a
Board Chair Elec~ a SecTetary and a Treasurer. In addition, one or more Vice Presidents and such
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other Officers and assistant Officers may be elected or appointed by the Board to hO.ld office for
such period, have such authority, and perform. such duties as may be provided by resolution of t~e
Board. Any Officer may be assigned by the Board any additional title that the Board deems
appropria.te.
5.2 Election and Term of Office- Except for the President? who shall be appointed [0 serve
during hislher period of employment pursuant to Section 5.7 hereof, the Officers of the Corporation
shall be elected every year by the Board, at the annual130ard meeting. If the election ofOffic~ is
noe held at sucb meeting, such election shall be held as soon thereafter as a Board mee\.1ng
con.veniently' may be heLd. Unless an Officer dies, resigns, or is removed from office, he or she shall
hold office until the later of (a) the next annual mee~ng of the Board or (b) the election of his or her
succeSsor, This Section is not intended and shall not be constroed to prevent the Board from re-
electing a person to serve (without interroption) a sUcCessive term in the same or different office.
5.3 Resi{mation. Any Officer may resign at any time by delivering written notice to the
Corporal\On. Afi'j such resignation shall take effect at the time specified therein\ the acceptance of
such resignation shall not be necessary to make it effective.
5.4 Be.moval. Any Officer or agent elected or appointed by the Board may be removed by the
Board whenever, in the BoardTs judgment.. the best interests of the Corporation would be served
thereby. In the case of a Director or an employee of the Corporation who has been elected or
appointed to office, such removal from office shall automatically occur simultaneously in the event
that such Officer ceases fOT any reason to be a Director or an employee, as the case may be-
5.5 . Vacancies. A vacancy in any office because of death, resignation, removal", disqualification,
creation of a new office~ or an)' other cause, shall be fuled prqmptly by the Board, for the unexpired
portion of the term or new term established by the Board, as the case may be.
5.6 Bgard Chair. The Board Chair shall preside at all meetings of the Board except as the Board
may otherwise direct. He/sbe shall be a voting member of those Committees to whi~h he/she has
been appointed by these Bylaws. Except as otherwise specitied in these Bylaws, he/she shall be an
eX officio, non-voting member of all other Board committees and shall perform all other duties
commonly incident to the office of Board Chair, including such duties as are prescribed by the Board
from time to time.
:5.7 President. The President shall be the Chief Executi. ve Officer of the Corporation and, subject
to the Board's authority, shall supervise and control all of the assets, business, and atfairs of the
Corporation, select, employ, direct a.nd discharge aU employees of the Corporation, carry out the
Board's po'licies. assure the provision of patient care in accordance with established standards~ serve
as principal advisor to the Board, and represent the Corporation in the Area. The President shall be a
seasoned healthcare administrator who is employed by the Corporation in a full..time salaried
position. The President shall have authority to sign deeds, mortgages, bonds, contracts, or other
instruments, except when the signing and execution thereof have been expressly delegated by the
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Board or by these 'Bylaws to some other Officer or agent of the Corporation or are required by law to
be otherwise signed or e,xecuted by some other Officer or in some other manner. The Pre.~ident shall
be a voting nlember of those Committees to which he/she has been appointed by these Bylaws.
Except as otherwise specified in these Bylaws or otherwise directed by the Board, the President shall
be an ex officio, non-voting member of all other Board committees. In general, the President shall
perform all duties incident to the office of President and such other duties as are prescribed by the
Board from time to time. The PTeside.nt shall appoint a deputy acceptable to the Board who shall, to
the extent authorized, perform the functions of the President in the President's absence.
S.8 Board Chair Elect. The Board Chair Elect shall preside over meetings of the Board in the
absence of the Btlard Chair, serve as parliamentarian at Board meetings) and perform such other
duties as are prescribed by the Board from time to time. In the absence of the Board,Chair~ the
signat1lte of the Chair Elect on behalf of the Corporation on any instrument will have the same force
and effect as if it were executed on behalf of the Corporation by the Board Chair.
5.9 SccretM"'l. The Secretary shall: (a) be responsible for the keeping of accurate 'minutes of
meetings of the Board in one or more books provided for that purpose; (b) see that all notices are
duly given in accordance with the provisions of these Bylaws or as required by law; (c) be
responsible for custody of the corporale records and seal of the Corporation; (d) keep records of the
post office' address of each DirectoI: (e) sign, with the President, Board Chair or other Officer
authorized by tile President or the Board, deeds, m01tgages)' bonds~ contracts~ or other instruments;
, and (t) in general, perform all duties incident to the office of Secretary and such other duties as from
time to time may be assigned to hhn or her by the Board Chair or the Board. In the absence of the
Secretary, an Assistant Secretcrry) if one is appointed, may perform the duties of Secretary.
S.lO Treasu'l'er. The Treasurer shall: (a) chair the Budget and Finance Committee of the
Bo.ard~ (b) cause to be established and nlaintained adequate and correct recorq.s of the properties
,and business transactions of tbe Corporation~ (c) cause all receipts for moneys due and payable to
the Corporation from any source whaLever to be deposited in the name of the Corporation in
banks, trust companies, or other depositories selected in accordance with the provisions of these
Bylaws; (d) caose to be, rendered, at the request of the Board and with the assistance of the
Corporation.s chief financial officer. proper financial reports of the Corporation's financial
position and results of operations~ and (eYin general, perform aU duties incident to the office of
Treasurer and such other duties as from time to time may be assigned to him or her by the Board
Chair or the Board.
5.11 Comoensapon. By Board resolution, Officers may be paid their actual expenses, if any,
incurred in performance of their duties. Officers shall not receive any other compensation for
personal services as Officers; however, this provision shall not preclude Officers who also render
services as employees of the Corporation from receiving reasonable compensation for such
employee services.
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SEC110N 6
CO~ OF TIlE BOARD
6.1 Establishment of 9ommircees. The Board by resolution may establish Sta.t1ding or special
commiuee(s) and, except as provided in Section 6..2, may invest such committee(s) with such
POWeTS as it may see fit, subject co such conditions as may be prescribed by the Board. the
Articles of Incorporation, Section 6.2 of these Bylaws, and applicable la.w. Members appointed to
each such committee shall inc~ude at least two Directors of the Cotporation. Except as olherwise
specified in. these Bylaws, all committee appointments, including committee chairs, shall be made
by the Board Chair aIld approved by the Boar~ taking into "consideration the memben' special
interests and experience, and each appointee shall be a voting committee member.
6.2 Authority of Committees. Notwithstanding any other- provisions contained herein~ no
committee may: (a) authorize distn'bution$~ (b) a.uthorize the dissolution of the Cmporation or the
merger or consolidation of the Corporation into another corporation; (c) authorize the sale.
pledge, or transfer of all or su.bstantially all of the Corporation's assets; (d) fill vacancies on any
committee; (e) adop~ amend, or repeal these Bylaws or (t) take any action inconsistent with these
Bylaws, the Corporation's Articles of Incorporation or applicable law.
6.3 ~oard Cosnmittees. The duties of the Board committees are found in the Board of
Directors' Policy and 'Procedure ,Book. The Policy and Procedures are reviewed annually-
, SECTION"
MEDICAL STAFF
7.1 Oria~ation- The Board shall establish a medical staff for the Hospital (the 'tMedical
. Staff'), and approve bylaws, roles and regulations to establish a framework for self..govemance of
medical staff activities and accountability to the Board. Thereafter, the Medical Staffs Bylaws
and Rules and R.egulati.9ns shall be reviewed and approved by the Medical Staff and sq.binitted to
the JJoard for approval no less frequently tban every two years. These Bylaws and Rules and
Regulations shall be subject to, and effective upon, approval by the Board, which approval shall
not be unre~<;onably withheld. Each member of the Medical Staff shall have full authority and
responsibility fot' the care afhis or her patients in the l-Iospital, in accordance with and within the
limitations imposed by the MedicaJ Staffs Bylaws, Rules and R~gulations. The Medical Staff's
Bylaws shall also provide a mechanism that ensures due process for any Medical Staff member
with respect to granting of clinical privileges and corrective action, including fair-hearing and
appellam review -
7.2 Appointment and Grantintt ofPrivile!:!es. The Board shall appoint persons to the Medical
Staff who have completed the. required credentialing process and meet the qualifications for
membership set forth in the Medical Staffs Bylaws. Credenti~ing shall be recommended by the
Medical Staff and approved by the Board. Appointment shall be to one of the specific categories
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of membership delineated in the Medical Staff Bylaws. The Board shall grant clinical privile~es
to individual practi.tioners based upon training, experience and applicable state law.
7.3 Application and Apqointm.ent Process- Applications for appointment to the Medical Staff
shall be in writing and addressed.to the Corporation's President. Appointments to the Medical
Staff shall be for nO longer than two years. and shall require re-appIication by the practitioner for
re-appointment. At each Board meeting, the Board shall review reconunendations submitted by
the Medical Staff conceming credentialing and/or granting of privileges. In the event the Board
does not concur with the Medical Staffs recommendation,' it shall refer the request to the Joint
Adv~sory Committee for review prior to rendering a final decision at its next regular Board
meeting.
7.4 Malpractice In~uranc~~, Each member of the Medical Staff, as a condition of membership,
shall be required to carry malpractice insurance coverage issued by an insunlI1.ce company
licensed to do business in the State of Oregon with policy limits which at a minimum shall be
$ltOOO,OOO per occurrence 'and $3,000,000 in the aggregate.
7,.5 Attendance at Board Me~Jinis. 'Il1e President or hislher designee and the Immediate Past
President of the Medical Staff shall be encouraged to attend all regular, special and annual
meetings of the Board. The Immediate Past President of the Medical Staff shall serve in a liaison
c:apacity and at e.ach regular meeting of the Board shall inform th~ Board concerning the Medical
Staff and its activities. ' ,
SECTION 8
AUXILIARY
The Board shall authorize the organization of ~n Auxiliary whose melnbership will be comprised
of volunteers from the Area who, after proper trai.ning, will perform duties without pay, as
generally authorized by the Board and implemented by the President. The Auxiliary will develop
its own bylaws and be self-governing, provided that: (a) it will be responsible to the Board for its
actions; (b) it will commence no new activities without prior approval of the President; and (c)
any action or contemp'laced action by it shall at all times comply with the requirements of Sections
501 (c) (3) and 1"10(c)(1) of the Code. The bylaws of the Auxiliary shall be .subject to and effective
on approval by the Board.
SECITON 9
FOUNDATION
The Board shall authorize the Ashland Community Hospital Foundation, an Oregon nonp~ofit
public benefit corporation (the tlPoundationt') to engage in funds development activities for the
benefit of the Corporation and to undertake other activities authorized by the Board, provided that
the Foundation shall continue to be organized as a corporation exempt from federal income tax
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pursuant to Section 501(c)(3) of the Code to which contributions given are deductible under
Section 170( c )(2) of the Code~ and shall continue to operate for the sole benefit of the
Corporation. The: Foundation's board of directors shall be .responsible to the Board for its actions
taken in the name of? on behalf of., or for the benefit of the Corporation. The Foundation shall
commence no new activitie& on the Corporation's behalf without prior approval of the Board.
SeCTION 10
VOLUNTEER GROUP-S
Tbe President shall be empowered to authorize volunteer groups and/or individuals to undertake
certain activities which aTe deemed to be appropriate and of value' to the Corporation, provided
that ~y action or contemplated action by such volunteer groups and/or individuals shall at all
times ~omply with the requirements of Sections 501(c)(3) and 170(c)(2) of the Code. The
President shall. be responsible for controlling these activities. Bylaws of such groups shall be
snbject to and effective on approval by the President.
SECTION 11
CONT{tACTS. LOANS4 CH.ECKS AND DEPOSITS
11.1 Cont:Ta.Ct.S. The Board m.a:f authorize an;, Officer or Officers or agent or agents to enter
into any contract t)r execute and deliver any instrument in the name of and on bebalf of the
Corporation. Such authority may be general or confined to specific instances-
11.2 No Loans to Directors or Officers. The Corporation shall not lend money to or guarantee
the obligation of a Director or an Officer.
11-3 Checks~ Drafts~ Etc.. All checks, drafts, or other orders for the payment o( money, notes,
or other evidences of indebtedness issued in the name of the Corporation shall be signed by such
Officer or Officers or agent or agents of the Corporation and in such manner as is from time to
time detennined by resolution of the Board.
11.4 Deoosits. All funds of the Corporation not otherwi~e employed shall be deposited from
time to time to the credit of the Corporation 'in such banks, trust companies, or other depositories
as the Board may se!ecc.
SECTION 12
POLICIES
The Board shall establish and 'maintain policies.. roles and regulations not inconsistent with these
Bylaws which at a minimum shaH include the following matters:
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12.1 Puroose and Structure. Guidance concerning the Corporation's InlSSlont values~
philosophy, comtnitments and vision; and authority and process for establ ishing 8.Ild maintaining
. an organizational. structure.
12.2 Patient Care. The specific authority and responsibility of each level of the organization
with respect to quality of caret quality assessment and improvements mechanisms, utilization
. management; patient safety and. risk management; disaster plan; planning of hospital services; and
mechanisms for assuring the provision of a single level of patient care in the HospitaL
12.3 Administration. Selection and termination of key management staff; establishment of
employee rates of pay and benefits; employee safety and risk management; annual process for
goal-setting and performance review of the President; and indemnification of elnployees and other
agents consistent with Section 15.2 of these Bylaws. .
12.4 Finances. Establishment of patient charges; and investmen.rrequirements and parameters.
. 12.5 Board Self-Oovemance. Expectations regarding the perfonnance~ continuing education
and self.evaluation of Directors and Officers; arid reimbursement of travel and other related
business expenses of Directors and Officers and their guests.. .
12.6 ~ode of Ethics. Expectations regarding the conduct of business and representation of the
, Corporation by Officers, Directors, employees and agents of the Corporation.
12.7 Accreditation. Expecuitions regarding maintenance of accreditation by the Hospital.
SEC1iON 13
BOOKS AND RECORDS
The Corporation shall keep correct and complete books and records ofaCcollnt, minutes o{d1e
proceedings of its Board, and such other records as may be necessary or advisable.
SECTION 14
FISCAL YEAR
The fiscal year of the Corporation shall be July 1 through 1 une 30 of the following calendar year.
SECTION 15
INDE:MNIFICA TION
15.1 Directors and Officers. The Corporation shall indemnify its Directors and Officers (as
defined in the .Act) to the fullest extent allowed by law.
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15.2 Employees and Other A~ents- The Corporation shall have the power to indemnify its
employees and other agents to the fullest extent allowed by law_
15.3 No Presumution of Bad Faita The termination of any proceeding! by judgmen~ ordm"s
settlement, conviction, or upon a plea of nolo 90ntendere or its equivalent, shall not, of itself, ,
create a presU111ption (a) that the person did not act in good faith and in a manner the person
reasonably belieyed to be in, or not opposed tQ~ the best interests of this Corporation, or (b) that with
respect to any criminal proceeding, the person had reason~ble cause to believe that the conduc~ was.
unlawful. '
15.4 'Advancys of Ex~nses- The expenses incurred by a Director or Officer in any proceeding
shall be paid by the Corporation in advance, at the written request of the Director or Officet1 if the
Director or Offic~
15.4.1 Furnishes the Corporation a written affirmation of such person's good faith belief that
such person is entitled to be indemnified by the Corporation; and
15.4.2 Furnishes the COIporation a written undel1:ak.ing to repay such advance to the ,extent
that it is ultilnately determined by a court that such person is not entitled to be indemnified by the
Corporation. Such advances shall be made without regard to the person's ability to repay such
expenses and without regard to the person's ultimate entitlement to indemnification under this Bylaw
or otherwIse.
15.5 pnfoTcement Without the necessity of entering into an express contract, all rights to
indemnification and advances under tbis Bylaw shall be deemed to be contractual right." and to be
effecti ve to the same extent as and as if provided for in a contract between the Corporation and the
Director or Offlcer who serves in such capacity at any time while this Bylaw and any other
applicable laws, if any, are in effect. Any right to indemnification or advances granted by this Bylaw
to a Director or O'fficer shall be enforceable by or on behalf of the person holding s~ch right in any
court of competent jurisdiction if (a) the claim for indemnification or advances is denied, in whole or
in partt or (b) no disposition of silch claim is made within ninety (90) days of request thereof. The
claimant in such enforcement action, if successful in whole or in pa~ shall also be entitled to be paid
attorneys' fees and other expenses incurred in relation to the proceeding. It shall be a defense to any
such action (other than an action brought to enforce a claim for expenses incurred in connection with
any proceeding; in advance of its final disposition~ wben the required affirmation aod undertaking
have been tendered to the Co.rporation) that the claimant has not met the standards of conduct that
make it permissible under the law for the Corporation to indemnify the claimant, but the burden of
proving such defense shall be on the Corporation. Neither the failure of the Corporation (including
its Board of Directors., independent legal counsel, or its Member) to have nlade a detemrlnation prior
to the commencement of such action thac indemnifica.tion' of the claimant is proper in the
circumstances because the claimant ha$ met the applicable standard of conduct. nor an actual
determination by the Corporation (including its Board of D.irectors, independent legal counsel, or its
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Member) that the claimant has p.ot met such applicable standard of conduct, shall be a defense to the
action or create a presumption that the claimant has not met the applicable standard of conduct.
. 15-6 Notice to the Oregon Attornev General. To the extent required by law, the AttomeyGeneral
of the State of Oregon shall be notified prior to the payment of any indemnification pursuant to.this
Bylaw. '
15.7 Nonexclusivitv of Rights. The rights conferred on any person by this Bylaw shall not be
exclusive of any other right that such person may have or hereafter acquire under any statute,
provision of Articles of Incorporation, Bylaws, agreement, vote of disinterested Directors, or
otherwise, both as to action in' the person's official capacity and as to action in another capacity while
holding office. The Corporation is specifically authorized to enter into individual contracts with any
or all of its Directors, 'Officer,' employees, or agents respecting indemnification and advancesy to the
f\.\llest ex.t.ent allowed by law. '
15.8 SUr/ivai QfRiithts. The rights conferred on any person by this Bylaw with respect to actions
taken while serving as a Director, Officer, employee, or other agent of the Corporation shall continue
as to a person who has ceased to be a. DirectoT, Officer, employee, or other agent and shall inure to
. the benefit of the heirs~ executors, and administrators of such a person.
15.9 Insurance. To tne fullest extent allowed by law, the Corporation, upon approval by the Board
of Directors, may purchase insurance on behalf of any person required or permitted to be indemnified
pursuant to this Bylaw.
15.10 Amendments~ Any repeal of this Bylaw shall only be prospective and no repeal or
rnodific4tion hereof shall adversely affect the rights under this Bylaw in effect at the time of the
alleged occurrence of any action or omission to act that is the cause of any proceeding against any
agent of me Corporation.
15.11 Savines Clause. . Iftb.!s Bylaw or any portion hereof shall be invalidated on any ground by
any court. of COlupetent jurisdiction, the Corporation shall indemnify each Director or
Uncompensated Officer or other agent to the fullest ex.tent permitted (a) by any applicable portion of
this Bylilw that shall not have been invalidated, or (b) by any other applicable law.
15.12 Certain Definitions. For the purposes of this Bylaw, the following definitions shall apply:
15.12.1 The term 'tAcrll shall mean the Oregon Nonprofit Corporation Act, ORS
Chapter 65, as amended from time to time.
15.12.2 The term "proceedingll shall be broadly construed and shall include, without
limitation, the investigation, preparation, prosecution, defense~ settlement, and appeal of any
threatened; pending, or completed action, suit, arbitIation.. or other dispute-resolution proceeding,
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whether civil, criminal, administrative, or investigative, whether fonnal or informal and whether at
trial or on ~ppeaL
15.12.3 The term llexpensestl shall be broadly construed and shall include, without
limitation, expense of investiga.tions, judicial or administrative proceedings or appeals, attorneys'
fees and disbursements. and any expenses of establishing a right to indemnification under Secti6n
15.5 of this Bylaw but shall not include amounts paid in settlement, judgments. or fines.
15_12.4 The term "Corporationtl shall include, in addition to the resulting or surviving
COrpOration, any constituent corporation (including any constituent of a constituent) absOrbed in a
consolidation or merger that, if its s~arate existence had continued" would have had power and
authority to indemnify its directors, officers, employees, or agents, so that any person who is or was a
director, officet, employee, or agent of such constituent corporation' or is or was serving at the
request of such constituent corporation as a director, officer, employee, or agent of another
corporation~, partnership, joint venture, trust, or other entetprise shall stand ill; the same position
unq,er the provisions of this Bylaw with respect to such constiment corporation. as if its separate
existence had continued.
15.12.5 Reference to a "Director", "Officer'" "employee", or !'agent" of the
Corporation shaH include! without limitation, situations where such person is serving a[the request
of the Corporation as a directory omcer~ employee9 trustee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise.
15_12.6 References to "other entezprises" shall include employee benefit plans.
References to, "fines" shall include any excise taxes assessed on a person with respect to an employee
benefit plan.. References to "serving at the request of the Corporation" shall include any service as a
Director t Officer, employee, or agent of the Corporation. which service imposes duties on or
involves services by such Director, Officer, employee, or agent with .respect to an employee benefit
plan. its participants, or its' berleficiaries. A person who acted in good faith and in a manner the
person reasonabl y believed to be in the interest of the participants and bene,ficiaries of an employee
benefit'plan shall be deemed to have acted in a manneI' "n.ot opposed to the best interests of the
Corporation If as referred to in this Bylaw.
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SECTION 16
.. riON'DISCRIMINA nON POlley
The Corporation shall conduct its affairs in a manner that does not discriminate with regard to race,
c~lo~, creed~ national origint sex, age,. religion, sexual orientath?n, disability or marital slat\lS.
SECTION 17
~ND:MENTS
III 020
These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by a majority
of the Board at any regular .or special meeting of the Board which has been called for that pwposc in
accordance with the provisions of these Bylaws subsequent to a similarly called Board meeting at.
which the proposed amendments have been read.
The fo~going Bylaws were adopted by the Board on the 3.:L day of ~.:. ~ .I ",.~ 3
. . . . I'
~1AN~ fl ~ -4;-,;L.1
;-~cr'~ ...
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