Bylaws of the Graduate Career Consortium
Last revised: February 17, 2015
GRADUATE CAREER CONSORTIUM, INC.
SECTION 1.1. Name. The name of this organization is Graduate Career Consortium, Inc. (“GCC” or “Corporation”).
SECTION 1.2. “Not-for-Profit” Corporation. GCC is a not-for-profit corporation incorporated under the laws of the State of Florida. GCC is organized and will be operated exclusively for charitable, literary, and education purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended or the corresponding provision or provisions of any subsequent United States revenue law.
SECTION 1.3. Principal Office. The principal office of GCC shall be located in Coral Gables, Florida, or in such other location within the State of Florida as may be determined by the Board of Directors.
SECTION1.4. Other Offices. The GCC may also have offices at such other places, either within or without the State of Florida, as the Board of Directors of the GCC (the “Board of Directors”) may from time to time determine or as the business of the GCC may require.
GCC’s primary purposes are to (a) help members provide career and professional development for doctoral students and postdoctoral scholars at member institutions; and (b) provide national leadership and serve as a national voice for graduate-level career and professional development.
SECTION 3.1. Non-Discrimination. GCC seeks to promote diversity and ensure equal opportunity and inclusion of all individuals in the membership, leadership, and activities of GCC regardless of sex, race, age, ethnicity, sexual orientation, gender-identify, religion, creed, health, or socioeconomic status, race, color, religion, ancestry, national origin, sex, pregnancy, age, disability, marital status, familial status, sexual orientation, veteran status, or source of income, or other protected status.
SECTION 3.2. Full Members. Membership in the GCC shall consist of only Full Members who meet criteria outlined in Sections 3.3 and 3.4.
SECTION 3.3. Membership Regulations. Members must complete a membership application specified and provided by the GCC, support the purpose of the GCC, submit documentation confirming proof of their status, and pay the required membership dues. Members who comply with these regulations and pay the required membership due directly to the GCC shall be considered Full Members. Membership is on a rolling basis, extending from the date of payment receipt to the end of the fiscal year (see Section 8.1). Membership is granted to persons and is non-transferrable between persons. The Board of Directors shall set the membership dues for each membership category on an annual basis. The Board of Directors may add, delete, or adjust membership qualifications and benefits as it deems necessary or desirable to further the purpose of the GCC. The GCC shall have no members as contemplated by Section 617.0601, Florida Statutes.
SECTION 3.4. Membership Eligibility. GCC shall grant Full Member status to individual staff and administrators who provide or support career and professional development services for doctoral students or postdoctoral scholars at:
U.S. institutions of higher education classified as RU/VH or RU/H, as designated by the Carnegie Classifications;
Canadian U15 institutions;
U.S. and Canadian Medical Schools; or
Research institutes, governments, or non-profit organizations that engage in or support the research endeavor, as determined by the Board of Directors
The Board of Directors determines questions of membership eligibility and standing.
SECTION 3.5. Membership Dues. The Board of Directors will recommend annual dues assessments for the next fiscal year, to be ratified at the annual business meeting. Membership dues are non-refundable.
SECTION 3.6. Membership Privileges. Full Members shall have only such privileges and receive such assistance from GCC as shall be determined by the Board of Directors from time to time. From time to time, the Board of Directors shall establish membership categories and dues schedules, requiring ratification by vote of the general membership.
Full Members and are eligible to:
petition the Board of Directors with respect to any matter of relevance to the purpose of GCC;
nominate or be nominated for positions on committees or on the Board of Directors;
propose policy initiatives to the Board of Directors;
vote for members of the Board of Directors;
vote on amendments to the Bylaws;
attend the annual meeting and regional meetings;
receive full access to GCC materials and website; and
receive additional privileges as determined by the Board of Directors.
Members shall be obligated to observe the Bylaws of GCC.
SECTION 3.7. Voting Privileges. The voting privileges of GCC shall apply to all Full Members of GCC. Each Full Member is entitled to one vote.
SECTION 3.8. Denial, Suspension and Termination of Membership. Members who violate any provision of these Bylaws, commit any act injurious to GCC, or engage in a conduct determined by the Board of Directors, in its sole discretion, to be unethical or in any way detrimental to the purpose of GCC, may be denied membership or removed or suspended from GCC by a two-thirds (2/3) vote of the members of the Board of Directors present at a meeting at which the matter is considered. A member may be removed from GCC for non-payment of dues following reasonable attempts to collect membership dues.
SECTION 4.1. Board of Directors. The Board of Directors shall consist of five (5) persons, which number may be increased or decreased from time to time by amendment to these Bylaws, provided that at no time shall the number of Directors be less than three (3). The Board of Directors shall be composed of President, President Elect, Past President, Secretary, and Treasurer. The voting Full Members of the GCC shall elect these members as provided in Section 4.3.
SECTION 4.2. Duties and Powers. The Board of Directors shall govern and oversee the affairs, funds, and property of GCC. It may exercise all such powers of GCC and do all such lawful acts as are permitted by statute or these Bylaws. The Board of Directors is the final authority on GCC operations. Voting membership on the Board is nontransferable. An individual who is employed by GCC, or a component entity, shall be ineligible for election to the Board of Directors.
To fulfill its responsibilities, the Board may from time to time create committees, subcommittees, task forces, or work groups as deemed necessary, advisable, or appropriate to GCC’s purpose.
The members of the Board of Directors shall have the following duties:
President. The duties of the President, or his or her designee, shall include: presiding when present at all meetings of the Board of Directors, of the Executive Committee, and any other Board committee when so designated by the Board; responsibility for the preparation of agendas; appointment of Committee Chairs; provision of an annual report to the Board; and service as an ex officio member on all committees which the Board may establish from time to time. The President shall provide ongoing direction to the Executive Committee of GCC to enable achievement of GCC’s goals. The President shall, with the Secretary, execute for GCC any contracts, deeds, mortgages, bonds or other instruments which the Board of Directors has authorized to be executed, except in those instances in which the authority to execute is expressly delegated to another officer or agent of GCC, or a different mode of execution is expressly prescribed by the Board of Directors or these Bylaws. The President shall perform other duties as may be assigned by the Board of Directors. The term of the President is one (1) year starting August 1, after which he or she assumes the role of Past-President.
President-Elect. The President-Elect shall perform such duties as prescribed from time to time by the Board of Directors, the President, and these Bylaws. In addition, the President-Elect shall serve as Chair in the event of the vacancy or absence of the President until such time as the Board shall elect a new Chair. The President-Elect serves as an ex officio member of the Conference Committee. The President-Elect serves a one-year term starting August 1, after which he or she accedes to the Position of President.
Past-President. The Past-President shall perform such duties as prescribed from time to time by the Board of Directors, the President, and these Bylaws. The Past-President shall serve as the chair of the Governance Committee. The term of the Past-President is one (1) year starting August 1.
Secretary. The Secretary or his or her designated representative shall attend meetings of the Board of Directors and of the Executive Committee; provide for the production and safekeeping of the minutes of such meetings; and have copies of the minutes of each meeting sent to members of the Board. The Secretary shall insure that Board notices are duly given in accordance with the provisions of the Bylaws or as required by law, be custodian of the organization records and maintain a copy of the Bylaws. The Secretary shall maintain the list of Full Members and process all new member applications. The term of the Secretary is one (1) year starting August 1.
Treasurer. The Treasurer shall cause the collection, receipt, deposit, and disbursement of all funds of GCC as directed by the Board of Directors; shall oversee the keeping of regular books of account; and shall submit such financial information as the Board of Directors may from time to time require; and shall perform such other duties as may from time to time be assigned by the Board of Directors. The Treasurer, if required by the Board of Directors, shall give a bond for the faithful discharge of duties in such sum as may be paid by GCC. The Treasurer shall cause the preparation of and submit to a meeting of the Board of Directors an annual budget based on anticipated income and the needs of planned programs and operations. The Treasurer shall provide at each Annual Meeting of the Board of Directors a complete financial statement of GCC for the preceding year, and such other statements from time to time as may be required by the Board of Directors. The term of the Treasurer is one (1) year starting August 1.
SECTION 4.3. Elections. Elections shall be held each spring, with oversight provided by members of the Governance Committee. A call for nominations shall occur the second week of April. Full members in good standing may self-nominate or be nominated by another Full Member. For a candidate to be placed on the ballot, the candidate must accept his or her nomination. The Governance Committee shall review and finalize the slate of nominations for the Board of Directors by the first full week of May. These nominations shall be published to the Full Membership by the third week of May, at which point voting will commence. Voting will close at the end of the first full week of June. New members of the Board of Directors shall be installed at the annual business meeting in June.
In order to participate in an election, voting members must be registered and have appropriate dues paid in full at least fourteen (14) days before the start of an election.
For a vote to be binding, a minimum of 10% of Full Members must cast ballots in an election. Voting will remain open for fourteen (14) days. If the binding vote is not achieved within the fourteen (14) day period, voting will be extended in increments of seven (7) days until the binding vote is achieved. Candidates receiving the highest number of votes shall be elected to the Board of Directors.
SECTION 4.4. Compensation of Directors. A Director shall receive no salary or other compensation for services as a Director. A Director may receive reimbursement for reasonable expenses incurred in connection with necessary or appropriate activities on behalf of GCC, consistent with GCC Policy, and the approved annual budget.
SECTION 4.5. Vacancies. In the event of a vacancy in the office of a Board of Directors, whether by resignation, retirement, disqualification, removal or otherwise, the Governance Committee shall appoint a Full Member successor to serve for the remainder of the term until the next Annual Business Meeting. In filling these vacancies, to the extent practicable, the greatest balance of interest and experience at all levels and among all elements of GCC shall be maintained by the Board.
SECTION 4.6. Annual Meeting. An Annual Meeting of the Board of Directors shall be held in June of each year, commencing in 2015, during the National Conference on a date that shall be selected by the President in consultation with the Conference Committee. The Board of Directors, at the Annual Meetings, shall elect Committee Chairs, and shall transact such other business as may be necessary or appropriate. Failure to hold an annual meeting does not cause forfeiture or give cause for dissolution of the Corporation, nor does such failure affect otherwise valid corporate acts, except as set forth in Section 617.1430, Florida Statutes, relating to a deadlock among the Directors.
SECTION 4.7. Regular Meetings. The Board of Directors shall provide for four (4) or more Regular Meetings of the Board in each year, including the Annual Meeting, as called by the President to transact such business as may be necessary and appropriate. Directors shall be required to attend at least fifty percent (50%) of Regular Meetings held in each year in person.
SECTION 4.8. Special Meetings. Special Meetings of the Board of Directors may be called for a specific purpose by the President or by written request of two (2) Directors then in office. The person or persons calling a Special Meeting of the Board of Directors may fix the time. The President shall fix the place.
SECTION 4.9. Place of Meetings. Meetings of the Board of Directors shall be held at such places within GCC service area as may from time to time be fixed by the President or as shall be specified or fixed in the respective notices or waivers of notice thereof. Members of the Board of Directors (and any committee of the Board) may participate in a meeting of the Board (or any committee of the Board) by means of a telephone conference or similar communications equipment through which all persons participating may simultaneously hear each other during the meeting, participation by these means constitutes presence in person at the meeting.
SECTION 4.10.Notice.The Board of Directors may provide by resolution the date, time, and place for the holding of Regular Meetings other than the Annual Meeting of the Board of Directors without notice other than such resolution. Written notice of Annual, other Regular, or Special Meetings of the Board of Directors shall be sent by or at the direction of the Secretary at least two (2) calendar days and not more than thirty (30) calendar days prior the meeting to each Director at his or her address as shown by the records. Such notices may be sent by mail, overnight courier, electronic transmission, or facsimile transmission. Notices of Special Meetings shall state the purpose of the meeting.
SECTION 4.11.Waiver of Notice. Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting shall constitute a waiver of notice of that meeting and a waiver of any and all objections to the place of the meeting, the time of the meeting and the manner in which it has been called or convened, except when a director states, at the beginning of the meeting or promptly upon arrival at the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened. The waiver of notice need not describe either the business to be transacted at or the purpose of the special meeting.
SECTION 4.12. Quorum. Only the presence of at least three (3) directors of the whole Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, except as otherwise provided by statute or by these Bylaws. If less than a majority of the Directors then in office are present at said meeting, a majority of the Directors then present and in office may adjourn the meeting without further notice. Votes by proxy shall not be acceptable.
SECTION 4.13. Manner of Acting. Action by a majority of the Directors present in person at a properly called meeting at which a quorum is present shall constitute the act of the Board of Directors, except as otherwise provided by statute or these Bylaws.
SECTION 4.14.Director Action Without a Meeting. Any action required, or permitted to be taken, at a meeting of the Board of Directors (or a committee of the Board) may be taken without a meeting if the action is taken by the written consent of all members of the Board of Directors (or of any Committee of the Board). The action must be evidenced by one or more written consents describing the action to be taken and signed by each director (or committee member), which consent(s) shall be filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise.
SECTION 4.15.Deemed Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless (i) the director objects at the beginning of the meeting (or promptly upon his arrival) to the holding of the meeting or transacting specified business at the meeting, or(ii) the director votes against or abstains from the action taken.
SECTION 4.15. Removal of Directors. Any Director may be removed for cause by a two-thirds vote of the Full Membership at a duly called Business Meeting. The Director to be removed must be notified, in writing, not less than five business days prior to the meeting that said removal would be a subject of the meeting. For the purpose of this paragraph, “cause” shall include the failure to attend any three (3) consecutive meetings or more than one-half the Regular Meetings held during any fiscal year. In addition, directors shall be automatically removed for non payment of annual dues in the amount set by the Board. Board members removed pursuant to this section shall not continue to serve on the board and such removal shall create a vacancy.
CHIEF EXECUTIVE OFFICER
The President of the GCC shall serve as the Chief Executive Officer. He or she shall be responsible for the overall active management of the affairs of GCC; achievement of GCC goals; management of the budget; effective communication; financial leadership; fiduciary responsibility; and implementation of policies, procedures and programs as determined by the Board of Directors. The Chief Executive Officer shall be responsible for the administration of GCC’s offices; have the authority to employ, supervise and discharge personnel as from time to time may be deemed necessary; and shall do and perform other duties as may be assigned by the Board of Directors. The Chief Executive Officer shall attend meetings of the Board of Directors.
COMMITTEES AND OTHER GROUPS
SECTION 6.1. Standing Committee Duties. Standing Committees shall promote the work of the GCC, under general direction and oversight by the Executive Committee. The Standing Committees shall consist of the Executive Committee, the Governance Committee, the Communications and Outreach Committee, and the Conference Committee. Membership in the standing committees is voluntary and open to all Full Members. The Executive Committee appoints Full Members to standing committees. Committee membership concludes at the end of the fiscal year. Members may serve successive terms.
SECTION 6.2. Executive Committee. The members of the Executive Committee shall consist of the Board of Directors – President (who shall serve as Chair), Past-President, President-Elect (who shall serve as Vice Chair), Secretary, and Treasurer – and the Chairs of all other standing committees. The Executive Committee shall ensure the efficient and timely operation of the organization; maintain records for organization and ensure continuity; develop and approve the budget; appoint committee members; oversee committees’ work; oversee communications about the organization to members and public; arrange for annual and special meetings; present an annual summary of the financial state of the organization; and speak on behalf of the organization.
SECTION 6.3. Governance Committee. The Governance Committee shall be chaired by the Past-President. The Governance Committee shall be responsible for the annual evaluation and needs assessment of the Board of Directors; shall identify, develop, and nurture future leaders of the GCC; facilitate the election process, including recruiting nominations and voting for the Directors and Officers of the Board; provide a yearly report on the effectiveness of the organization, leadership, and bylaws; and appoint chairs of other standing and ad hoc committees. Directors may not serve on the Governance Committee during the year in which they are eligible for re-election to the Board. The committee shall make regular reports to the Board or as otherwise directed.
SECTION 6.4. Communications and Outreach Committee. The Communications and Outreach Committee shall maintain and manage all aspects of the GCC online presence, including the website, listserv, and social media; shall facilitate communications to internal and external audiences under the direction of the Executive Committee; and shall recruit new members.
SECTION 6.5. Conference Committee. A representative of that year’s host institution chairs The Conference Committee. The President-Elect is an ex officio member of the Conference Committee. The Conference Committee shall organize and oversee all aspects of the annual meeting, including dates, agenda, invited speakers, and registration; prepare a report on the organization of the annual meeting to be made available to all full members; and may apportion the costs attendant to the operation of the meeting among those in attendance.
SECTION 6.6. Other Committees and Groups. The Executive Committee may establish, oversee and, as appropriate, dissolve one or more committees or, subcommittees (standing or otherwise), task forces, or work groups. Groups constituted by the President or Executive Committee to meet specific ad hoc needs shall be subject to Board approval or ratification. All groups shall make regular reports to the Board or as otherwise directed.
SECTION 6.7. Powers and Limitations. Any committee, subcommittee, task force, or work group shall have and may exercise the powers and duties delegated or assigned by the Board of Directors, consistent with GCC Policies and these Bylaws.
SECTION 7.1. Annual Conference. Full Members of the GCC shall meet yearly in the month of June, or on a date duly designated by the Conference and Executive Committees.
SECTION 7.2. Business Meeting. One annual business meeting for the membership will be held during the annual conference and set by the Executive Committee. The Executive Board may call additional meetings of the membership with at least three (3) weeks’ notice to the membership. Only Full Members (and guests approved by the Executive Board) may participate in a business meeting.
SECTION 7.3. Meeting by Use of Telecommunications. Some or all of the members of the Board of Directors or of any committee, subcommittee, task force, or work group may participate in any meeting by means of a telephone conference or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation in a meeting by this means shall constitute presence in person at the meeting, and therefore, contribute toward a quorum. All requirements and provisions for a meeting herein also shall apply should the meeting occur by telecommunications.
SECTION 7.4.Vote. Business items sent to the membership at least three (3) weeks prior to the business meeting will pass with a majority of those participating in the meeting. Items proposed less than three (3) weeks in advance of a business meeting require a super majority vote composed of two-thirds of those participating in the meeting.
SECTION 7.5. Quorum. Twenty-five Full Members – or 25% of GCC Full Members, whichever is fewer – shall constitute a quorum for a business meeting.
SECTION 8.1. Fiscal Year. The Fiscal year of GCC shall begin on August 1 and end on July 31 of the following calendar year or as set from time to time by the Board of Directors.
SECTION 8.2. Policies. GCC policies shall be subject to these Bylaws and be consistent with GCC Policies.
SECTION 8.3. Waiver of Notice. Whenever any notice is required to be given under any provision of law or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice whether before or after the time stated therein shall be equivalent thereto. Presence at any meeting without protesting, prior thereto or at its commencement shall be deemed equivalent to a waiver of notice of that meeting.
SECTION 8.4. Depositories. All funds received by GCC shall be credited to GCC and placed in depositories approved by the Board of Directors.
SECTION 8.4. Checks, Drafts and Notes. All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of GCC shall be signed by such Officer or Officers or agent or agents as the Board of Directors may from time to time designate.
SECTION 8.5. Bond. The Board of Directors may, in its discretion, require the bonding of all Officers and staff members having access to the funds of GCC, the cost of which shall be at the expense of GCC.
SECTION 8.6. Capital Stock. GCC, not being organized for direct gain and being a nonprofit organization organized under the laws of the State of (designate here) relating to such organizations, has no capital stock and no certificates of shares shall be issued.
SECTION 8.7. Gifts. The Board of Directors may accept on behalf of GCC any contribution, gift, bequest or devise for general purposes or for any special purpose of GCC. Gifts given in trust shall be administered as stipulated by the Board of Directors.
SECTION 8.8. Contracts. Except as otherwise provided in these Bylaws, the Board of Directors may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name and on behalf of the GCC, and such authority may be general or confined to a specific instance. Unless so authorized by the Board of Directors, no officer, employee, agent or representative shall have any power or authority to bind the GCC by any contract or engagement, or to pledge its credit, or render it liable pecuniarily for any purpose or to any amount.
SECTION 8.9. Rules of Order. “Robert’s Rules of Order”, latest revised edition, shall be parliamentary authority for all meetings and matters not specifically covered by these Bylaws.
AMENDMENT OF BYLAWS AND
AMENDMENT OF ARTICLES OF INCORPORATION
SECTION 9.1. Notice. Proposals to change the Bylaws may be submitted by any member of the Executive Board or by a petition submitted to the Executive Board signed by at least 10% of the Full Members. At the next business meeting, the participants will determine if the proposed changes to the Bylaws will be sent to all Full Members for a vote.
SECTION 9.2. Vote. Adoption of changes to the Bylaws requires approval of a majority of those voting. Adoption of changes to the Articles of Incorporation requires approval of a super-majority (two-thirds) of those voting. Amendments or changes to the Bylaws or Articles of Incorporation take effect immediately, unless otherwise specified.
SECTION 10.1. Voluntary Dissolution. GCC may voluntarily dissolve upon a two-thirds affirmative vote of the Board of Directors. Such dissolution shall become effective upon the filing of the required Articles of Dissolution with the Florida Secretary of State.
SECTION 10.2. Distribution of Assets. Upon the dissolution of Corporation, all obligations are to be paid. Any remaining assets are to be disposed of in accordance with Florida Statutes and Internal Revenue Service regulations regarding dissolution of 501(c)(3) Corporations. Any such assets not disposed of shall be disposed of by any Court of competent jurisdiction in the County in which the principle office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
SECTION 11.1. GCC Records. The GCC shall keep as permanent records minutes of all meetings of its members, if any, Board of Directors and Committees having any authority of the Board of Directors, a record of all actions taken by the members or Board Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors in place of the Board of Directors on behalf of the GCC.
SECTION 11.2. GCC Information Available to the Public. The GCC shall maintain a registered agent and registered office in accordance with Florida law, and current information regarding the GCC shall be readily available to the public. At a minimum, such information must include the text of the charter or articles of incorporation and all amendments thereto, the name of the Corporation, the date of incorporation, the street address of the principal office of the Corporation, the Corporation's federal employer identification number, the name and business street address of each director, the name of its registered agent, and the street address of its registered office.
SECTION 12.1. Indemnification. Each person (including here and hereinafter, the heirs, executors, administrators, or estate of such person) (1) who is or was a Director or trustee of the Corporation, (2) who is or was an officer, agent or employee of the Corporation and as to whom the Corporation has agreed to grant such indemnity hereunder, or (3) who is or was serving at the request of the Corporation as its representative in the position of a Director, officer, trustee, partner, agent, or employee of another corporation, partnership, joint venture, trust or other enterprise and as to whom the Corporation has agreed to grant such indemnity hereunder, shall be indemnified by the Corporation as of right to the fullest extent permitted or authorized by current or future legislation or by current or future or administrative decision (but, in the case of any future legislation or decision, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to the legislation or decision), against all fines, liabilities, settlements, losses, damages, costs and expenses, including attorneys’ fees, asserted against him or incurred by him in his capacity as such Director, officer, trustee, partner, agent, employee or representative, or arising out of his status as such Director, officer, trustee, partner, agent, employee or representative. The foregoing right of indemnification shall not be exclusive of other rights to which those seeking indemnification may be entitled. The Corporation may maintain insurance, at its expense, to protect itself and any such person against any such fine, liability, cost or expense, including attorneys’ fees, whether or not the Corporation would have the legal power to directly indemnify him against such liability.
SECTION 12.2. Insurance. GCC may purchase and maintain insurance for any person who was or is a Director, officer, employee, volunteer or agent of GCC, or was or is serving at the request of GCC as a director, officer, employee, fiduciary or agent of another entity against expenses incurred by said person in any such capacity or arising out of the person’s status as such, whether or not GCC has the power to indemnify the person against such liability under the provisions of this Article.
SECTION 12.3. Advances. Costs, charges and expenses (including attorney fees), incurred by a person referred to in Section 1 of this Article in defending a civil or criminal suit, action or proceeding may be paid (and, in the case of directors of the GCC, shall be paid) by the GCC in advance of the final disposition thereof upon receipt of an undertaking to repay all amounts advanced if it is ultimately determined that the person is not entitled to be indemnified by the GCC as authorized by this Article, and upon satisfaction of other conditions established from time to time by the board of directors or required by current or future legislation (but, with respect to future legislation, only to the extent that it provides conditions less burdensome than those previously provided).
SECTION 12.4. Savings. If this Article or any portion of it is invalidated on any grounds by a court of competent jurisdiction, the GCC nevertheless indemnifies each director of the GCC to the fullest extent permitted by all portions of this Article that has not been invalidated and to the fullest extent permitted by law.
CONFLICTS OF INTEREST
SECTION 13.1. Purpose. The purpose of the conflicts of interest policy is to protect the GCC’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the GCC. This policy is intended to supplement but not replace any applicable state laws governing conflicts of interest applicable to nonprofit and charitable corporations.
SECTION 13.2. Definitions.
Interested Person - Any director, principal officer, or member of a committee with board delegated powers who has a direct or indirect financial interest, as defined below, is an interested person. If a person is an interested person with respect to any entity in the health care system of which the GCC is a part, he or she is an interested person with respect to all entities in the health care system.
Financial Interest - A person has a financial interest if the person has, directly or indirectly, through business, investment or family–
an ownership or investment interest in any entity with which the GCC has a transaction or arrangement, or
a compensation arrangement with the GCC or with any entity or individual with which the GCC has a transaction or arrangement, or
a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the GCC is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are substantial in nature.
A financial interest is not necessarily a conflict of interest. Under Section 13.3, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate board or committee decides that a conflict of interest exists.
SECTION 13.3. Procedures.
Duty to Disclose
In connection with any actual or possible conflicts of interest, an interested person must disclose the existence of his or her financial interest and must be given the opportunity to disclose all material facts to the directors and members of committees with board delegated powers considering the proposed transaction or arrangement.
Determining Whether a Conflict of Interest Exists
After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
Procedures for Addressing the Conflict of Interest
An interested person may make a presentation at the board or committee meeting, but after such presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest.
The chairperson of the board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
After exercising due diligence, the board or committee shall determine whether the GCC can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest.
If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the GCC’s best interest and for its own benefit and whether the transaction is fair and reasonable to the GCC and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination.
Violations of the Conflicts of Interest Policy
If the board or committee has reasonable cause to believe that a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
If, after hearing the response of the member and making such further investigation as may be warranted in the circumstances, the board or committee determines that the member has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
SECTION 13.4. Records of Proceedings. The minutes of the board and all committee with board-delegated powers shall contain:
the names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the board's or committee's decision as to whether a conflict of interest in fact existed.
the names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection therewith.
SECTION 13.5. Compensation.
A voting member of the board of directors who receives compensation, directly or indirectly, from the GCC for services is precluded from voting on matters pertaining to that member's compensation.
A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the GCC for services is precluded from voting on matters pertaining to that member's compensation.
SECTION 13.6. Annual Statements. Each director, principal officer and member of a committee with board-delegated powers shall annually sign a statement, which affirms that such person:
has received a copy of the conflicts of interest policy;
has read and understands the policy;
has agreed to comply with the policy; and
understands that the GCC is a charitable organization and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
SECTION 13.7. Periodic Reviews. To ensure that the GCC operates in a manner consistent with its charitable purposes and that it does not engage in activities that could jeopardize its status as an organization exempt from federal income tax, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
Whether compensation arrangements and benefits are reasonable and are the result of arm's-length bargaining.
Whether partnership and joint venture arrangements and arrangements with management service organizations and physician hospital organizations conform to written policies, are properly recorded, reflect reasonable payments for goods and services, further the GCC’s charitable purposes and do not result in inurement or impermissible private benefit.
SECTION 13.8. Use of Outside Experts. In conducting the periodic reviews provided for in Article VII, the Corporation may, but need not, use outside advisors. If outside experts are used their use shall not relieve the board of its responsibility for ensuring that periodic reviews are conducted.
PASSED AND ADOPTED this 17th day of February 2015.
Christine Kelly, President
Alexis Thompson, Vice-President
I hereby certify that the foregoing Amended Bylaws were approved by a quorum of the board of Directors of the Corporation, at a meeting called for that purpose, on February 17, 2015.
Amy Pszczolkowski, Secretary