AHECSW By-Laws

(A NON-PROFIT CORPORATION)

ARTICLE I NAME AND OFFICES

The corporation shall be known as the Area Health Education Center of Southwest Oregon. The corporation may use the acronym "AHEC-SW". The corporation's headquarters shall be located as the Board of Directors may determine from time to time.

ARTICLE II MISSION AND GOALS

Section 1. Mission

The mission of this corporation is to foster leadership and education for rural and underserved communities to promote recruitment, retention and provision of quality healthcare services. The mission shall be served through the efficient use of educational resources and in cooperation with the Oregon Health & Science University (hereinafter called "OHSU"). This mission shall be carried out in full compliance with federal statutes and regulations applicable to Area Health Education Centers, particularly 92 USCA Paragraph 293j and 42 CFR Part 57, Subpart MM (Sections 57.380 to 3813).

This corporation is organized exclusively for charitable, scientific and educational purposes as a not-for-profit organization. It shall be so conducted that no part of its income or property and earnings shall inure to the benefit of any member, director, officer or other individual institution or association. Although a director or officer may be reimbursed for necessary and reasonable expenses incurred in conjunction with authorized corporation responsibilities as allowed by corporation rules, no officer or director may be paid an honorarium, stipend, salary or fee for services rendered for corporation activities while an officer or director. Upon dissolution of the corporation, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purpose of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable education, religious or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding provision of any future federal tax laws, as the Board of Directors shall determine.

Section 2. Purpose

AHEC will:

A. Foster career development with traditional and non-traditional students.
B. Support development and delivery of prevention programs, especially to underserved populations in the region.
C. Work closely with rural and safety net clinics in the region to develop recruiting and retention programs for staff of all disciplines.
D. Advocate for healthcare services for underserved populations.

ARTICLE III BOARD OF DIRECTORS

Section 1. Number and Composition of the Board of Directors

The Board of Directors shall consist of a minimum of five (5) and a maximum of eleven (11) representatives. The Board of Directors shall be a reasonable mix representing healthcare professionals and other residents of the region. The Board of Directors shall also include two ex-officio members: (1) the President of the Oregon Health & Science University (hereinafter called "OHSU") or his/her designee and (2) the Executive Director of the Area Health Education Center of Southwest Oregon.

Section 2. Appointment, Election and Vacancies

All members shall serve three (3) year terms. After serving two (2) full successive terms of three years each, a board member may be re-elected after an absence of at least one (1) year. A member of the board may be removed by vote of two-thirds of the entire membership of the board as then constituted.

A vacancy on the Board of Directors because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 3. Officers, Terms and Duties

The officers of the corporation shall be the Chairperson, Vice-Chairperson, Secretary and Treasurer and shall be elected annually by the Board of Directors for one (1) year terms and may not serve more than three (3) consecutive years in a single office. Election of corporate officers shall occur at the annual meeting.

Chairperson – Duties and Responsibilities. The Chairperson shall, when present, preside at all meetings of the Board of Directors and Executive Committee. The Chairperson shall sign contracts and other documents as from time to time authorized by the Board of Directors. The Chairperson shall perform all duties incident to the office of Chairperson and such other duties as may be prescribed by the Board of Directors, including but not limited to the appointment with the concurrence of the Board of Directors (except nominating committee); of all standing and ad hoc committees.

Vice-Chairperson – Duties and Responsibilities: The Vice-Chairperson shall perform such duties as shall be assigned to him/her by the Board of Directors or the Chairperson, and in the case of death, disability or absence of the Chairperson, the Vice-Chairperson shall perform and be vested with all the duties and powers of the Chairperson until the Chairperson's successor shall be elected or the Chairperson shall have resumed his/her duties.

Secretary – Duties and Responsibilities: The Secretary shall: (a) see that minutes are kept of all meetings of the Board of Directors; (b) see that all notices are duly given in accordance with the provisions of these bylaws; (c) be custodian of the corporate records; (d) keep a register of the post office and residence address of each Board Member, and (3) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him/her by the Chairperson and/or Board of Directors.

Treasurer – Duties and Responsibilities. The Treasurer shall have responsibility to oversee all funds and securities of the corporation and the handling of said funds and securities; shall arrange for the annual audit report and be responsible for establishment and monitoring of internal financial control measures. The Treasurer may delegate the day-to-day financial management of the corporation to the AHEC Executive Director.

Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 4. Quorum

A majority of the Board of Directors shall constitute a quorum. A vote of the majority of the quorum present or polled via e-mail if quorum not present at meeting, shall be valid as the act of the Board of Directors.

Section 5. Powers and Duties

The Board of Directors shall have the responsibility and authority to perform all lawful acts not prohibited by statute, Articles of Incorporation, or these BYLAWS, or agreements or contracts between the Board of Directors and other funders.

Included among the duties of the board are to:

1. Formulate the general objectives, policies and programs.

2. Monitor the expenditures of funds awarded through contractors.

3. Develop adequate financial support for the Area Health Education Center of Southwest Oregon.

4. Develop community awareness and support for the Area Health Education Center of Southwest Oregon.

5. Acquire adequate facilities and staff in accordance with the agreement between OHSU and the Area Health Education Center of Southwest Oregon.

6. Advocate for the educational needs of health care providers in the Area Health Education Center of Southwest Oregon area.

7. Select the Executive Director and evaluate annually.

8. Evaluate the progress of the Area Health Education Center of Southwest Oregon annually in relation to its mission, goals, objectives, including its future directions.

Section 6. Meetings

A. Annual Meetings. The annual meeting of the Board of Directors shall be held annually after July 1.

B. Regular Meetings. The Board of Directors shall meet quarterly, and at such other times and places as may be called by the Chairperson or by a majority of the members of the Board of Directors. Notice of time and place of board meetings shall be given to each board member prior to the meeting and in a timely manner. The election of new board members and members of the Executive Committee shall be held at the first meeting of the fiscal year.

With the exception of executive sessions, all meetings of the Board of Directors are open meetings. Minutes of each meeting of the Board of Directors shall be written and circulated to members thereof prior to the next meeting of the Board of Directors.

"Executive session" means any meeting or part of a meeting of the Board of Directors which is closed to certain persons for deliberation on matters as determined by the Chairperson.

ARTICLE IV COMMITTEES

Section 1. Meetings, Minutes and Reports

All committee meetings are open meetings, except for executive sessions as determined by the Chairperson.

Minutes of each meeting of each committee shall be written and circulated to members of the committee and to members of the Board of Directors prior to the next regular meeting of the committee or of the Board of Directors, as is appropriate under the circumstances.

Each committee shall make regular reports to the Board of Directors of the activities of that committee.

Section 2. Executive Committee

The "Executive Committee" shall consist of the Chairperson, Vice-Chairperson, Secretary and Treasurer. As delegated by the Board of Directors, the Executive Committee may perform any function of the Board of Directors required between regular Board meetings; including reviewing recommendations of ad hoc and standing committees and act on those recommendations as designated by the Board of Directors; and shall maintain a record of business performed by the Executive Committee. The Executive Committee shall circulate among all Board Members regular written minutes of its meetings and other transactions.

Section 3. Committees

The Chairperson, with concurrence of the Board of Directors, shall appoint all committee persons. These committees may have functions of program development, education, bylaws, budget, public policy, community relations, etc. The terms of all committees shall be for one (1) year and may be reappointed for successive terms. Committee members may be board members as well as non-board members.

Section 4. Board Development Committee

The Board of Directors shall appoint a board development committee, charged with the responsibility for identifying persons interested in becoming board members including soliciting suggestions from residents and organizations for potential board members and other additional ad-hoc committees as designated by the board and also in charge of training, orientation and other board development activities.

Section 5. Program Committee

The Board of Directors shall appoint a program committee, charged with the responsibility of preparing, reviewing, and monitoring the implementation of the Scope of Work and keeping the agency focused on its long-term mission.

Section 6. Budget/Audit Committee

The Board of Directors shall appoint a budget/audit committee, charged with the responsibility of setting budget priorities, requesting the preparation of the annual budget, submitting a budget to the Board of Directors for adoption, monitoring the budget and selecting and reviewing the annual audit. The Treasurer will be the Chair for this committee.

Section 7. Bylaws and Personnel Committee

The Board of Directors shall appoint a bylaws and personnel committee, charged with reviewing and preparing revisions to the by-laws and personnel policies which reflect the changing needs of the operation of the organization and staff within budgeting constraints.

ARTICLE V EXECUTIVE DIRECTOR

The Board of Directors shall appoint an "Executive Director". The Board of Directors determines policy; the Executive Director administers the office and its programs. The Executive Director shall manage the day-to-day business and affairs of the corporation in accordance with a position description approved by the Board of Directors.

ARTICLE VI AUDITS

The Board of Directors shall authorize an independent auditing firm to conduct an annual financial audit and to submit a certified audit report, together with a management letter, to the Board of Directors. Such audit shall be made annually, within four (4) months following the end of the fiscal year and at such times as the Board of Directors may direct.

ARTICLE VII FUNDS

Section 1. Contracts and Agents

The Board of Directors may, by majority vote, authorize any officer or officers, Executive Director, agent or agents of the corporation to enter into any contract or executive and deliver any instrument in the name of or on behalf of the corporation. Such authority may be general or may be confined to a specific instance or transaction.

In accordance with generally accepted accounting principles, all checks, drafts or orders for payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such authorized officer, officers, Executive Director, or other agent or agents, and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors such instruments shall be signed by the Treasurer and countersigned by the Chairperson.

Section 2. Deposit

All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may designate.

Section 3. Revenues/Funds

The Board of Directors may accept in the name of and on behalf of the corporation any contribution, gift, grant, contract or devise for any purpose of the corporation. Any revenue generated by the corporation shall become the property of said corporation, consistent with the Articles of Incorporation.

ARTICLE VIII BOOKS AND RECORDS

The corporation shall keep correct and complete books and records of accounts and minutes of the proceedings of its members, Board of Directors, executive committee and other committee meetings.

The record keeping shall be the responsibility of the Area Health Education Center of Southwest Oregon Executive Director and staff. The Board of Directors shall have the responsibility of assuring the adequacy and accuracy of those records. Records pertaining to the corporation shall be maintained consistent with standards and applicable law.

ARTICLE IX FISCAL YEAR

The fiscal year of the corporation shall be from July 1 through June 30.

ARTICLE X BOARD MEMBERSHIP

After a board member has missed two (2) consecutive board meetings, without a satisfactory excuse as determined by the Board, the Chairperson shall have a letter sent to the board member reminding the member that any member who misses three (3) consecutive regular board meetings shall be reviewed by the Board for continued appointment.

Board members can be removed from the board for unruly and disruptive behavior by a vote a majority of the board during a regularly scheduled meeting.

ARTICLE XI INDEMNIFICATION

The corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative by reason of the fact that he/she is or was a director, officer, employee, staff member or agent of the corporation, against expenses (including attorney's fees, judgments, fines and amounts actually and reasonably incurred by him/her in connection with such action, suit or proceeding) if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, he/she had no reasonable cause to believe his/her conduct was unlawful.

Any indemnification shall be made by the corporation only as authorized in the specific case upon a determination that indemnification is proper in the circumstances because the director, officer, employee, staff member or agent has met the applicable standard of conduct set forth above. Such determination shall be: (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or even if obtainable if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion.

Expenses incurred by any person who may have a right of indemnification in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case.

ARTICLE XII AMENDMENTS

The bylaws may be modified, amended or repealed and new bylaws may be adopted by a majority vote of the entire Board of Directors currently serving. Any proposed amendments to these bylaws shall be made and distributed to board members fifteen (15) days prior to the date action is proposed to be taken on amendments.

CERTIFICATE OF ADOPTION

I, the undersigned, being the elected Secretary of the Area Health Education Center of Southwest Oregon, a non-profit corporation, do hereby certify that the foregoing are the bylaws adopted as the bylaws of this corporation and filed with the minute book of this corporation by unanimous vote of the Board of Directors at a meeting of the board held on the ___ day of _________, 199_.

IN WITNESS WHEREOF, I have hereunto set my hand on the dates indicated.

//May 11, 1994//________ //Juliana Cartwright//___________DATE SECRETARY

Approved May 11, 1994
Changes approved by Board on September 13, 1998
Changes approved by the Board April 5, 2005
Changes made by the Board May 22, 2007
Changes made by the Board 2008

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DATE SECRETARY