CSRHA Bylaws

ARTICLE I
NAME

1.1 Name: The name of this corporation is California State Rural Health Association, henceforth referred to as the corporation, the association, or CSRHA.

ARTICLE II
OFFICES OF THE CORPORATION

2.1 Principal Office: The principal office for the transaction of the activities and affairs of the corporation is located in Sacramento County, California. The Board of Directors (Board) may change the principal office from one location to another.

2.2 Branch Offices: Branch or subordinate offices may be established at any time by the Board at any place or places.

ARTICLE III
PURPOSES AND LIMITATIONS

3.1 General Purpose: This corporation is a nonprofit, public benefit corporation and is not organized for the private gain of any person. It is organized under the California Nonprofit Public Benefit Corporation Law for charitable purposes.

3.2 Specific Purpose: The specific purpose of this corporation is to provide a forum composed of organizations, providers, and consumers committed to efforts that preserve and enhance health in rural California.

3.3 Limitations: This corporation is organized exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954 or the corresponding provisions of any future United States Internal Revenue law. Notwithstanding any other provision of these Bylaws, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation, and the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954 or the corresponding provisions of any future United States Internal Revenue law or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 or the corresponding provisions of any future United States Internal Revenue law.

3.4 Private Benefit: All corporate property is irrevocably dedicated to charitable and educational benefits. No part of the net earnings of this corporation shall inure to the benefit of any of its Directors, officers, or any other person.

ARTICLE IV
MEMBERS

4.1 No Members: The corporation shall have no members. Any action for which there is no specific provision in the California Nonprofit Public Benefit Corporation Law applicable to a corporation which has no members and which would otherwise require approval by a majority of all members or approval by the members shall require only approval of the Board. All rights which would otherwise vest in the members shall vest in the Directors.

4.2 Associates: Nothing in these Bylaws shall be construed as limiting the right of the corporation to refer to persons or organizations associated with it as "members" even though such persons are not members, and no such reference shall constitute anyone a member, within the meaning of Section 5056 of the California Nonprofit Public Benefit Corporation Law. The corporation may confer, by amendment of its Articles or of these Bylaws, some or all of the rights of a member as set forth in the California Nonprofit Public Benefit Corporation Law, upon any person, persons, or organizations, but no such person or organization shall be a member within the meaning of Section 5056.

4.3 Members: Any person who supports the goals and purpose of this organization may become a member, upon paying the annual membership fee, and will continue to be a member so long as payment of the annual membership fee is current.

ARTICLE V
CONSTITUENCY GROUPS

5.1 Constituency Groups: The Board may establish constituency groups which represent the demographic, geographic, and interest diversity in California. Constituency groups may include but are not limited to hospital services, outpatient services, state government and associations, frontier, rural health care providers, community-based organizations, consumers, community development entities, economic/workforce development agencies, education/research institutions, local/county governments, and members at large.

5.2 Activity of Constituency Groups: Members may join one or more constituency groups and may, at least once each year, add, delete, or change constituency groups. Each constituency group may hold at least one meeting a year under such rules as established by the Board.

ARTICLE VI
DIRECTORS

6.1 General Powers: Subject to limitations of the Articles and these Bylaws, the activities and affairs of the corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board. The Board may delegate the management of the activities of the corporation to any person, persons, or committee, provided that the activities and affairs of the corporation shall be managed and all corporate powers shall be exercised, under the ultimate direction of the Board. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Board shall have the following powers in addition to the other powers enumerated in these Bylaws:

Select and remove all the other officers, agents, and employees of the corporation, prescribe powers and duties for them as may not be inconsistent with law, the Articles, or these Bylaws, fix their compensation, and require from them security for faithful service.
Conduct, manage, and control the affairs and activities of the corporation, and make such rules and regulations not inconsistent with law, the Articles, or these Bylaws, as they may deem best.
Adopt, make, and use a corporate seal and alter the form of such seal from time to time.

Borrow money and incur indebtedness for the purposes of the corporation, and cause to be executed and delivered, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidence of debt and securities.

Change the principal office or the principal business office of the corporation in California from one location to another, and cause the corporation to be qualified to conduct its activities in any other state, territory, dependency, or country and conduct its activities within or outside California.

6.2 Number: The Board shall consist of at least thirteen (13) but no more than twenty-one (21) Directors until changed by amendment to these Bylaws. The exact number of Directors shall be fixed, within these limits, by a resolution adopted by the Board.

6.3 Board Composition: The Nominating Committee, when selecting a slate of candidates for election to the Board, will seek to represent the geographic, constituent, ethnic, racial, and gender diversity of rural California.

6.4 Board Qualifications: All Board members shall meet the following additional qualifications:

Board members shall be at least eighteen (18) years old.
No Board member shall be an employee of the corporation, or spouse or child, parent, or brother or sister by blood or marriage of such an employee.
Board members shall, within sixty (60) days of election, acknowledge their acceptance of the position as a member of the Board either in writing or by attendance at a meeting of the Board.
Only dues-paying members may sit on the Board.

6.5 Selection: Board members will be selected as follows: A Nominating Committee, chaired by the President Electand appointed by the Board, will solicit nominations and recommendations from the general membership. In addition to the President-Elect as its chair, the Nominating Committee will include at least one other Board member, the Executive Director, and four (4) members of the association who are not members of the Board and are nominated by the association members. After taking these nominations and recommendations into consideration, the committee will seek additional nominees, if necessary, to ensure that the final slate represents the geographic, constituent, ethnic, racial, and gender diversity of rural California. The final slate will then be submitted to the membership for election at the next annual meeting. Vacancies on the Board will be filled at the next annual election by the membership or by special election. The term of a Board member elected to fill a vacancy on the Board will end when the term of the member (s)he replaced would have ended.

If a Board member’s geographic location or constituency changes during his term of office, the Board may at its option direct the Nominating Committee to make a recommendation regarding that member’s continued Board membership or termination, pursuant to section 6.8e.

6.6 Term: The term of office for members of the Board shall be for three (3) years and until a successor has been designated and qualified. The terms shall begin and expire at the annual meeting of the membership. The Board shall make appropriate arrangements so that terms are staggered with approximately one-third (1/3) of the terms expiring each year. Except in unusual circumstances, as determined by the Board, no member of the Board shall serve for more than six (6) consecutive years.

6.7 Resignations: Subject to the provisions of Section 5226 of the California Nonprofit Public Benefit Corporation Law, any Director may resign effective upon giving written notice to the corporation, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be appointed by the Board before such time, upon consideration of recommendations from the Nominating Committee, to take office when the resignation becomes effective.

6.8 Removal of Director: The Board may declare vacant the office of a Director for any or all of the following causes:

The Director has been declared of unsound mind by a final order of a court.
The Director has been convicted of a felony.
The Director has been found by a final order or judgment of any court to have breached any duty arising under Article 3 of the California Nonprofit Public Benefit Corporation Law.
The Director has been absent from regular Board meetings, without cause, for either three (3) or more consecutive meetings or six (6) or more meetings in any one calendar year.
The Director’s geographic location or constituency has altered in such a way that the Board determines (s)he is no longer eligible for Board membership.

6.9 Removal of Director Without Cause: The Board may remove any Director, with or without cause, by approval of two-thirds (2/3) of the Directors then in office.

ARTICLE VII
MEETINGS

7.1 Regular Meetings: Regular meetings of the Board shall be open to members at large and held without call or notice on such dates and at such times as may be fixed by the Board.

7.2 Special Meetings: Special meetings of the Board for any purpose or purposes may be called at any time by the President, the President-Elect, or any three Directors.

7.3 Notice of Special Meetings: Notice of the time and place of any special meeting shall be given to each Director by one of the following methods: (a) by personal delivery of written notice; (b) by first-class mail, postage prepaid; (c) by telephone, either directly to the Director or to a person at the Director’s office who would reasonably be expected to communicate that notice promptly to the Director; (d) by fax; or (e) by email. All such notices shall be given or sent to the Director’s address or telephone number as shown in the records of the corporation. Notices sent first-class mail shall be deposited in the United States mail at least seven (7) days before the date set for the meeting. Notice given by personal delivery, telephone, fax, or email shall be delivered, telephoned, faxed, or emailed at least forty-eight (48) hours before the time set for the meeting. The notice shall state the time of the meeting and the place, if the place is other than the principal office of the corporation. It need not specify the purpose of the meeting.

7.4 Place: Meetings of the Board shall be held at any place within or outside California that has been designated by resolution of the Board or in the notice of meeting or, if not so designated, at the principal office of the corporation.

7.5 Number: The Board shall generally meet at least twice each year. The meeting schedule shall be determined by the Board.

7.6 Quorum: A quorum for the transaction of business shall consist of a majority of the current members of the Board. Every action taken or decision made by a majority of the Directors present at a duly held meeting at which a quorum is present shall be the act of the Board, subject to the more stringent provisions of the California Nonprofit Public Benefit Corporation Law, including, without limitation, those provisions relating to:

Approval of contracts or transactions in which a Director has a direct or indirect material financial interest.
Approval of certain transactions between corporations having common directorships. Creation of and appointment to committees of the Board. Indemnification of Directors.
A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of Directors, if any action is taken or decision is approved by at least a majority of the required quorum for that meeting.

7.7 Waiver of Notice: Notice of a meeting need not be given to any Director who, either before or after the meeting, signs a waiver of notice, a written consent to holding of the meeting, or an approval of the minutes of the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings. Notice of a meeting need not be given to any Director who attends the meeting and does not protest, before or at the commencement of the meeting, the lack of notice.

7.8 Adjournment: A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.

7.9 Notice of Adjourned Meeting: Notice of the time and place of holding an adjourned meeting need not be given unless the original meeting is adjourned for more than forty-eight (48) hours. If the original meeting is adjourned for more than forty-eight (48) hours, notice of any adjournment to another time and place shall be given, before the time of the adjourned meeting, to the Directors who were not present at the time of the adjournment.

7.10 Meetings by Telephone: Any meeting may be held by conference telephone or similar communication equipment, as long as all Directors participating in the meeting can hear one another. All such Directors shall be deemed to be present in person at such a meeting.

7.11 Action Without Meeting: Any action that the Board is required or permitted to take may be taken without a meeting if all members of the Board consent in writing to the action, provided, however, that the consent of any Director who has a material financial interest in a transaction to which the corporation is a party and who is an "interested director" as defined in Section 5233 of the California Corporations Code shall not be required for approval of the transaction. Such action by written consent shall have the same force and effect as any other validly approved action of the Board. All such consents shall be filed with the minutes of the proceedings of the Board.

ARTICLE VIII
OFFICERS

8.1 Officers: The officers of the Board shall be a President, President-Elect, Treasurer, Secretary, and Immediate Past President.

8.2 Election of Officers: The officers of the Board, except the President and the Immediate Past President, shall be chosen by the Board, and all officers shall serve at the pleasure of the Board or for one year, whichever is less.

ARTICLE IX
DUTIES OF THE OFFICERS

9.1 President: The President shall, if present, preside at all meetings of the Board and Executive Committee and shall exercise and perform such other powers and duties as may be from time to time assigned by the Board.

9.2 President-Elect: In the absence of the President, the President-Elect shall preside at all meetings of the Board and Executive Committee. In addition, (s)he shall chair the Nominating Committee and shall perform such other powers and duties as may be from time to time assigned by the Board. Unless other action is taken by the Board, the President-Elect takes the office of President at the expiration of the President’s one-year term.

9.3 Secretary: The Secretary shall keep or cause to be kept, at the principal office or such other place as the Board may order, a book of minutes of all meetings of the Board and its committees, with the time and place of holding, the names of those present, and the proceedings of the meeting. The Secretary shall keep, or cause to be kept, at the principal office of the corporation, the original or a copy of the corporation’s Articles and Bylaws, as amended to date.

9.4 Treasurer: The Treasurer shall be the Chief Financial Officer of the corporation and shall keep and maintain, or cause to be maintained, adequate and correct accounts of the properties and business and financial transactions of the corporation and shall:

Prepare, or cause to be prepared, and present to the Board a proposed annual budget prior to the beginning of the corporation’s annual fiscal year.
Prepare, or cause to be prepared, and present quarterly and annual financial statements to the Board.

9.5 Immediate Past President: The President during the previous year shall hold the office of Immediate Past President. If the Immediate Past President is not currently a member of the Board, (s)he shall serve as a non-voting member of the Board and Executive Committee.

Under such circumstances the Immediate Past President’s nonvoting membership shall not count toward the total number of Board members.

ARTICLE X
COMMITTEES

10.1 Executive Committee: The Executive Committee shall consist of the President, President-Elect, Secretary, Treasurer, and Immediate Past President. The Executive Committee shall report all decisions and submit copies of approved minutes to the Board within thirty (30) days of the Executive Committee’s meeting(s). The Executive Committee shall have all powers of the Board, absent any restrictions by the Board, except that it may not:

Elect officers.
Create or fill vacancies on any committee that has the authority of the Board.
Fix compensation of the Directors for serving on the Board or any committee. However, the Executive Committee may approve indemnification for normal and routine travel and business expenses of Directors, so long as such expenses are reported to the Board at the Board’s next meeting.
Amend or repeal Bylaws or adopt new Bylaws.
Amend or repeal any resolution of the Board that, by its express terms, is not so amendable or repealable.
Expend corporate funds to support a nominee for Director or officer.
Approve any contract or transaction to which the corporation is a party and in which one or more of its of Directors has a material financial interest, except as special approval is provided in Section 5233(d)(3) of the California Corporation Code.
Remove any member of the Board.
Indemnify any agent of the corporation, other than for normal and routine travel and business expenses incurred by employees or officers of the corporation.

10.2 Other Committees: The Board or Executive Committee may create such other committees and advisory committees as deemed advisable. The President or the Board shall appoint the members of any such committee. Committee or advisory committee members may be any person and need not be members of the Board.

10.3 Committee Meetings: Meetings and actions of committees shall be governed by, held, and taken in accordance with the provisions of these Bylaws concerning meetings and other actions of the Board, pursuant to Article VII of these Bylaws, except that a quorum of any committee shall consist of a majority of the members at that meeting.

10.4 Open Meetings: Any member of the Board may attend a meeting of any committee. Notice of all meetings will be given to members of the committee and the Board.

ARTICLE XI
FINANCE

11.1 Fiscal Period: The fiscal period of the corporation shall be an annual period beginning every January 1 and ending December 31 of the same year.

11.2 Budget: The Board shall adopt, in advance of each fiscal period, an annual operating budget covering all activities of the corporation.

ARTICLE XII
INDEMNIFICATION AND INSURANCE

12.1 Indemnification: The corporation shall, to the maximum extent permitted by the California Nonprofit Public Benefit Corporation Law, and in accordance with that law, indemnify each of its agents against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceedings arising by reason of the fact that any such person is or was an agent of the corporation. For purposes of this section, an "agent" includes any person or organization who is or was an officer, Director, employee, or other agent of the organization.

12.2 Insurance: The corporation may, to the maximum extent permitted by the California Nonprofit Public Benefit Corporation Law or the Employee Retirement Income Security Act (ERISA), purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the corporation would have the power to indemnify the agent against such liability.

12.3 Employee Benefit Plans: Section 12.1 of these Bylaws does not apply to any proceedings against any Director, officer, investment manager, or other fiduciary of an employee benefit plan in such person’s capacity as such, even though such person may also be an agent of the corporation. The corporation shall indemnify such Director, officer, investment manager, or other fiduciary to the extent permitted by Section 207(f) of the California Corporation Law and ERISA.

ARTICLE XIII
AMENDMENTS

13.1 Bylaws: These Bylaws may be amended by a two-thirds (2/3) vote of the total Board. However, prior to any vote to amend these Bylaws, the Directors shall be given seven (7) days’ advance notice of any motion to amend the Bylaws.

13.2 Effective Date: These Bylaws shall become effective immediately on their adoption. Amendments to these Bylaws shall become effective upon adoption unless otherwise stated in the resolution adopting the amendments.

13.3 Articles of Incorporation: The Articles of Incorporation of the association may be amended by the Board by a two-thirds (2/3) vote of the total Board at any regular or special meeting of the Board.

ARTICLE XIV
PARLIAMENTARY AUTHORITY

14.1 Parliamentary Authority: It is the intent and desire of the association to conduct its business by consensus; however, Robert’s Rules of Order may be employed in cases where parliamentary procedure is required at the discretion of the President or presiding officer, provided that the rules for that meeting are not delineated by the Bylaws or the special rules of order of the association.

ARTICLE XV
DISCRIMINATION

15.1 Discrimination: Neither the association nor its affiliates may refuse membership on the basis of race, religion, color, gender, sexual orientation, national origin, or creed.

ARTICLE XVI
INSPECTION OF RECORDS

16.1 Records: Every Director shall have the right, at any reasonable time, to inspect the corporation’s books, records, documents of every kind, physical properties, and the records of each of its subsidiaries. The inspection may be made in person or by the Director’s agent or attorney. The right of inspection includes the right to copy and make extracts of documents.

ARTICLE XVII
DISSOLUTION

17.1 Dissolution: On the winding up and dissolution of this corporation, after paying or adequately providing for the debts, obligations, and liabilities for the corporation, the remaining assets of this corporation shall be distributed to such organization or organizations organized and operated exclusively for charitable, religious, scientific, literary, or educational purposes, testing for public safety, or the prevention of cruelty to children or animals and established with its tax-exempt status under Section 501(c)(3) of the Internal Revenue Code or the corresponding provisions of any future United States internal revenue law.

CERTIFICATION OF SECRETARY

I certify that I am the duly elected and acting Secretary of the California State Rural Health Association, a California nonprofit, public-benefit corporation, and that the above Bylaws are the Bylaws of this corporation as adopted by the Board of Directors on January 16, 1997, and amended by vote of the Board of Directors on May 21, 1998, and July 13, 2000, and that they have not been amended or modified since that date.

Executed on ___________________, 2000, at ______________________________, California. ______________________________________________
Ray Hamby, Secretary