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OF THE VIRGIE HEGG HOSPICE PARTNERS, INC The name of this corporation will be Virgie Hegg Hospice Partners, Incorporated. (As amended June 7th, 2010) The mission of this organization is the direct support of hospice services as provided by any licensed and certified hospice program or agency in central Saint Louis County. Virgie Hegg Hospice Partners will ensure and facilitate access to quality hospice services and palliative care for all hospice patients and their families in central Saint Louis County. (As amended June 7th, 2010)  Section 1:
Virgie Hegg Hospice Partners will provide financial support for hospice patients and
their families in central Saint Louis County by supplying essential items and
services not covered by public or private insurance. Virgie Hegg Hospice Partners
will provide financial support for hospice programs and activities not covered by
public or private insurance.
Section 2:
Virgie Hegg Hospice Partners will support Saint Mary's Hospice and Palliative Care
East Range Team by providing the services of an independent private foundation
and fiscal agent.
Section 3:
Virgie Hegg Hospice Partners will support the continuing education and training of
hospice staff employed by any licensed and certified hospice program or agency in
central Saint Louis County. Virgie Hegg Hospice Partners will support the education
and training of hospice volunteers.
Section 4:
Virgie Hegg Hospice Partners will conduct and promote educational activities to
increase public awareness and understanding of the nature and availability of
hospice services in central Saint Louis County.
Terms and conditions of membership in Virgie Hegg Hospice Partners shall be determined by the Board of Directors. Voting members shall have attained the age of eighteen (18) years at the time of the annual meeting. As amended June 1st, 2009 (Section 3) The management of Virgie Hegg Hospice Partners shall be vested in the Board of Directors. Section 1:
The Board of Directors is that group of persons vested with the
management
of the affairs of this corporation subject to the law, the Articles
of Incorporation,
and these by-laws.
Section 2:
The board shall consist of twelve (12) Directors elected by the
membership
at the annual meeting.
Section 3:
Each Director shall serve a term of three (3) years and shall be
eligible for
re-election at the end of each term. Terms of board service shall
be staggered
so that four (4) Directors shall be elected at each annual meeting.
Section 4:
Directors shall represent all segments of the community at large.
Representatives
of organizations directly involved in the hospice program and
representatives of
constituent organizations utilizing hospice services shall
be considered eligible for
election to the Board of Directors.
Section 5:
Any vacancy occurring in advance of the annual meeting shall be filled
by
appointment by the Board of Directors. The appointed Director shall serve the
unexpired term of the vacant office.
Section 6:
Any Director may be removed from the board by a majority vote of the
Board of
Directors whenever such action will serve the best interests of Virgie
Hegg
Hospice Partners.
Section 7:
The private property of the Board of Directors, of the officers, or of the
members,
shall be exempt from execution for the debts or liabilities of Virgie Hegg
Hospice
Partners. No member, officer, or Director of this corporation shall be
personally
liable for its debts or obligations of any nature whatsoever.
Section 1:
The Board of Directors shall elect four (4) officers at the annual meeting.
A. ChairpersonB. Vice-ChairpersonC. SecretaryD. TreasurerSection 2:
Each officer shall serve a term of one (1) year and shall be eligible for
re-election at the end of each term.
Section 3:
The Board of Directors at its discretion may elect other officers or combine
two or more of the elected offices.
The Board of Directors shall have charge of the affairs and funds of the organization and shall have the power and authority to do and perform all functions in accordance with the by-laws of Virgie Hegg Hospice Partners. Section 1:
The Chairperson shall preside over all meetings of the Board of Directors.
The Chairperson shall be the principal executive of the corporation and, subject to
the control of the Board of Directors, shall in general supervise and control the
business and affairs of the corporation.
The Chairperson shall, in the name of Virgie Hegg Hospice Partners, make and sign
all contracts and agreements authorized by the Board of Directors.
The Chairperson shall generally perform all duties incident to the office of
Chairperson and such other duties as from time to time may be assigned by
the Board of Directors.
Section 2:
The Vice-Chairperson, in the absence of the Chairperson, shall perform the duties
of the Chairperson, and, when so acting, shall have all the powers of the
Chairperson and shall be subject to all the restrictions placed upon the Chairperson.
The Vice-Chairperson shall perform such other duties as from time to time may be
assigned by the Board of Directors.
Section 3:
The Secretary shall keep minutes of all meetings of the Board of Directors and
of the general membership and shall have charge of all corporate books andrecords.
The Secretary shall give and serve all notices to the Directors and to the
general membership.
The Secretary shall keep a record of the general membership.
The Secretary shall be responsible for the general correspondence of the
Board of Directors.
The Secretary shall generally perform all duties incident to the office of Secretary
and such other duties as from time to time may be assigned by the Board of
Directors.
Section 4:
The Treasurer shall be the chief fiscal officer.
The Treasurer shall receive all funds paid to the organization and shall, in the name
of Virgie Hegg Hospice Partners, deposit such funds in local financial institutions or
instruments as determined by the Board of Directors.
The Treasurer shall pay all bills certified and approved for payment by the
Chairperson and shall keep accounts of these transactions.
The Treasurer shall render an annual report to the Board of Directors. The complete
books and records of account shall be audited annually.
The Treasurer shall generally perform all duties incident to the office of Treasurer
and other duties as from time to time may be assigned by the Board of Directors.
Section 1:
The Executive Committee shall consist of the elected officers. At the discretion of
the Board of Directors the Executive Committee shall act for the entire Board of
Directors whenever immediate action is necessary. The Executive Committee shall
give notice of any such action to all Directors at or before the next regularly
scheduled meeting of the Board of Directors.
Section 2:
A Nominating Committee shall be appointed by the Chairperson for the purpose of
nominating candidates, prior to the annual meeting, for election to the
Board of Directors.
Section 3:
Other Standing Committees shall perform such duties as may be assigned by the
Board of Directors and shall report directly to the Board of Directors.
Section 4:
The Chairperson shall be an ex-officio member of all Standing Committees.
Section 1:
During the course of each fiscal year there shall be at least six (6) meetings of
the Board of Directors.
Section 2:
When the need arises, special meetings of the Board of Directors, or of the
Executive Committee, may be called by the Chairperson or by the acting
Chairperson.
Section 3:
The annual meeting shall be held no later than three (3) months after the end of
the fiscal year. Written notice of the annual meeting shall be made at least ten (10)
days prior to the meeting.
Section 1:
All documents made, accepted, or executed by Virgie Hegg Hospice Partners shall
be signed by the Chairperson and attested by one other officer.
Section 2:
All checks of the corporation shall be signed by the Chairperson and by the
Treasurer.
Section 3:
The corporation shall keep correct and complete books and records of account.
The corporation shall keep minutes of the proceedings of its Board of Directors
and of any meetings of the Executive Committee. The corporation shall keep a
current copy of its by-laws.
Section 4:
The fiscal year of the organization shall begin on the first day of May and shall
end on the last day of April.
Section 1:
The Articles of Incorporation and by-laws shall be amended by vote of
two-thirds (2/3) of the Board of Directors.
Section 2:
A notice of proposed amendments shall be sent to the Board of Directors
at least seven (7) days prior to the date set for the meeting.
Section 3:
These Articles and by-laws, upon approval by the Board of Directors, shall
become effective immediately.
Fifty percent (50%) of the Board of Directors then serving shall constitute a quorum for the transaction of business at board meetings. At least one (1) of these shall be an officer. When a quorum has been established at a meeting of the Board of Directors, the act of a majority of the Directors present at the meeting shall be the act of the Board of Directors unless a greater number is required by law, by the provisions of the Articles of Incorporation, or by these by-laws. Virgie Hegg Hospice Partners shall be incorporated under the provisions of Chapter 317A of the State of Minnesota. This corporation shall also comply with the meaning of Section 501(c)(3) of the Internal Revenue Service. Revised 6/07/2010 Karen McDermott - VHHP Chairperson Marge Hyppa - VHHP Vice Chairperson |
