ARTICLE I:  NAME OF THE CORPORATION

The name of the Corporation is ILIULIUK FAMILY AND HEALTH SERVICES, INC., and the period of its duration is perpetual.

 ARTICLE II:  OBJECTS AND PURPOSES

 The objects and purposes for which this Corporation is formed are as follows:

1.  For the establishment and maintenance of a public charitable trust project or projects for the benefit of the people of the City of Unalaska and the Aleutian Islands of a medical, educational, charitable, or scientific nature, conducted in such a manner that no individual firm or corporations shall receive any pecuniary profits therefrom, except in the payment of necessary salaries, wages, and expenses; 

2.  For the establishment and maintenance of some public project or projects of the kind above described that will benefit the people referred to above, now and in the future and without distinction because of gender, color, race, ancestry, religion, national origin, age, physical handicap, medical condition, disability, marital status, change in marital status, veteran status, citizenship status, sexual orientation, or other protected group status but of which no substantial part shall be used for carrying on propaganda or otherwise attempting to influence legislation; and 

3.  For such other purposes in carrying out the objects of establishing and maintaining such project or projects as the Corporation may from time to time deem desirable. 

ARTICLE III:  BOARD OF DIRECTORS 

          1.       General Powers 

The Board of Directors shall have control and management over the affairs, funds, and property of IFHS. 

            2.       Specific Powers 

The Board of Directors shall do the following: 

a)      Perform all duties imposed by law, by the Articles of Incorporation, and by these bylaws;

b)     Recruit, supervise, evaluate and dismiss the Executive Director;

c)      Contract with any or all agencies or departments for the provision of services, facilities, or supplies;

d)     Adopt all IFHS policies;

e)      Establish the goals and priorities of IFHS;

f)       Approve annual budgets;

g)      Adopt regulation governing organization, policies, and procedures for the operation of Iliuliuk Family & Health Services, Inc. 

3.       Duties  

The members of the Board of Directors have the following duties: 

a)  Attend all regular meetings and special meetings;

b)  Vote in all matters before the Board;

c)  Serve on committees;

d)  Be available for fiscal duties, such as check signing, if so directed by the Board;

e)  Abide by the Board Rules as set out in these bylaws;

f)    Perform all duties outlined further in these bylaws.  

            4.       Number of Seats 

The Board of Directors will consist of no fewer than 11 seats. 

5.       Membership of the Board 

a)  The following shall be strictly observed in accordance with

      section 4 above:

1.  Existing Board shall have 5 appointees;

2.  Processor Committee shall have 2 appointees;

3.  City of Unalaska shall have 2 appointees;

4.  Ounalashka Corporation shall have 2 appointees.

b)  Board members must be at least 19 years of age.

c)  Board members must be residents of the City of Unalaska.

d)  Employees, spouses of employees, or any other individual whose relationship with an employee of IFHS might cause a conflict of interest, or the the appearance of a conflict of interest, are not eligible to serve as IFHS Board members.  Such a conflict of interest or appearance of conflict of Interest will be determined by the Board of Directors.

e) Members of the Board will be users of the clinic, and will be representative of the users of the clinic.  

6.       Conflict of Interest          

Members of the Board who have a financial, fiduciary, or other direct interest in any specific issue before the Board shall abstain from voting    in the Board deliberation on that issue. “Direct interest” shall include being a member of, officer of, employee of, or ownership in an entity that has a significant contractual relationship with a person, organization, or entity engaged in the development, expansion, or support of health care resources.  Board Members are required to declare any such suspected or actual direct conflict of interest for purposes of determination by the Board.  Any Board Member may ask the Board to resolve any question of conflict of interest.   

7.       Confidentiality 

        All members of the Board shall maintain and protect the confidentiality of information about patients, information about staff members, and any other information that is deemed confidential by the President and a majority of the Board.  Breach of confidentiality is grounds for removal of a Director.

8.       Resignations 

 a)  Should a Board President resign from the Board before the expiration of   his or her term, such resignation shall be directed to the Board Vice-President in writing.  

b)     All other Board resignations will be directed to the President of the Board in writing.

c)      A member of the Board who misses either 3 consecutive regular meetings or 4 regular meetings in the twelve month period beginning August 1 each year shall be deemed to have submitted his or her resignation from the Board.

d)     In absence of a formal letter of resignation, a member shall be deemed to have submitted his or her resignation from the board upon change of residency to a location outside the City of Unalaska.

e)      A resignation shall be formally acknowledged by a vote of the Board at the next regular or special Board meeting. 

9.       Removal

            An IFHS Board member may be removed by majority vote of the

            board, when, in its judgment, the best interests of IFHS will be served. 

10.     Vacancies 

Appointees will be selected by the group to which the vacant seat is designated as per paragraph 5a of these bylaws. 

11.     Election of Officers 

Elections will be held annually at the August meeting and will follow the following procedures:

a)  The election shall be the first item of business.

b)  Nominations and voting shall be by written ballot.

d)  The nominees will be Board members.

e)  A nominee for the presidential office needs a majority vote of the entire Board in order to be elected; however, for all other officers, a majority of the quorum present will result in the election of that office. 

12.     Officers 

The officers of the Board shall be President, Vice-President, Secretary/ Treasurer.  Their duties are outlined as follows: 

a)  President

1.  Preside at Board meetings;

2.  Decide questions of order;

3.  Appoint all committees;

4.  Be an ex-officio member of all Board committees;

5.  Participate in discussions and voting;

6.  Call all special meetings of the Board;

7. Sign all minutes and documents requiring the President's signature.              

8. Perform such functions as may be prescribed by action of the  

    Board.   

b)  Vice-President

1. Preside at all Board meetings in the absence of the President;

2.   In the absence of the President, perform all duties as described;

3.   Conduct exit interviews with employees of IFHS, as needed.

4.   Serve on the Executive Committee.   

c)   Secretary/Treasurer

                                    1.  Ensure that an accurate record of the proceedings of the

                                        Board is kept and a copy is distributed to each member

                                        of the Board; these duties may be delegated, as needed;

2.   Delegate the performance of all duties which execute the preparation of all financial documents, reports, minutes, and summaries as the Board requires;

3.   Sign all minutes and documents requiring the Secretary/Treasurer’s signature.

                                          4.      Serve on the Executive Committee and serve as Chair of

                                                the Finance Committee.   

13.     Standing Committees of the Board 

There will be three Standing Committees of the Board.  Committee members shall be appointed by the Board annually at the August meeting and shall serve terms of one year.  Committee Chairpersons shall also be appointed by the Board at the August meeting and shall serve terms of one year.   

            a)  Executive Committee:

The Officers of the Board will serve as an Executive Committee to assist the Executive Director, as necessary.  Their function will be to approve operational requirements on which action may be required between regular meetings of the Board of Directors, and other related duties as determined by the Board.  In order to conduct business, a quorum of a simple majority of the Officers must be present.  The Executive Committee will meet as often as is necessary to fulfill its duties.  Each Officer of the Board will serve on the Executive Committee for the duration of his or her term of office.  

            b)  Finance Committee

The Finance Committee shall evaluate the financial statements of IFHS, assist the Executive Director and key staff in preparing an annual budget, and make recommendations to the Board for budget revisions.  The Finance Committee shall also evaluate current investments and potential investment opportunities, and make recommendations to the Board regarding clinic investments.  The Finance Committee will prepare for the annual audit, participate in the auditor selection process, review the audited financial report and present it to the full Board.  The Finance Committee will also perform other related duties as determined by the Board.  The Finance Committee will meet at least quarterly during the fiscal year, and more often as is necessary to fulfill its duties.  The Secretary/Treasurer shall serve on the Finance Committee for the duration of his or her term of office, while other Finance Committee Members shall serve on the committee for one year terms as described above.   

c)  Planning & Development Committee

The Planning & Development Committee’s role is to ensure the structure, function, and effectiveness of the Board.  As the programs of IFHS evolve, the Planning & Development Committee will evaluate, monitor, and recommend updates to these Bylaws. The Planning & Development Committee will also evaluate and make recommendations for the enhancement of the organization’s strategic planning process.   In addition, the Planning & Development Committee will plan for Board training and development, and make recommendations for such training and development to the Board as a whole.  Members of the Planning & Development Committee shall be appointed by the Board and shall serve on the committee for one year terms as described above.   

            d)  Ad-Hoc Committees

            Ad Hoc Committees may be established as deemed necessary by the Board,     with duties and terms of service to be determined by the Board.  

14.     Terms of Board Members 

To appropriate a more regular rotation in Board member's terms of office, the following procedure will be utilized.  Terms for each seat will end on July 31, of the appropriate year. 

The terms of the Board of Directors are as follows: 

1A - IFHS                                 3 year term     2011, 2014, 2017

1B - IFHS                                             "           2013, 2016, 2019

1C - IFHS                                             "           2012, 2015, 1018

1D – IFHS                                           “           2013, 2016, 2019

1E – IFHS                                            “           2011, 2014, 2017

 

2A - PROC                                           "           2012, 2015, 1018

2B - PROC                                           "           2011, 2014, 2017

 

3A - CITY                                             "           2013, 2016, 2019

3B - CITY                                             "           2011, 2014, 2017

 

4A - O.C.                                              "           2013, 2016, 2019

4B - O.C.                                              "           2012, 2015, 1018

 

ARTICLE IV:  BOARD MEETINGS 

1.       Regular Board Meetings 

a.      Regular Board meetings will be held monthly.  These meetings are open to the public, and the agenda will be publicly posted prior to the meetings.  Each Board member will be notified of the meeting in writing or by verbal notice in advance.

b.      Meetings will not extend beyond 10:00 pm without approval of the Board. 

2.       Special Meetings 

Special meetings will be called by the President of the Board, or at the request of two members. 

            Each Board member will be notified by written or verbal notice in advance.  There will be no additions to the agenda.  Special meetings are open to the public. 

3.       Agendas 

The Executive Director will be responsible for the preparation of the agenda for each regular meeting in accordance with the Board's wishes and will follow the format below: 

a)      call to order

b)     roll call

c)      board rules

d)     welcome visitors

e)      approval of agenda

f)       approval of minutes

g)      approval of financial report

h)     Executive Director report

i)        mental health report

j)    committee reports

j)        unfinished business

k)      consent agenda

l)    new business

m)  representative reports / community input

n)   for the good of the order

o)   adjournment 

                      The IFHS Mission Statement will be printed in the header of the agenda.       

 The following Board Rules will be printed on the agenda:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Agendas and other pertinent information will be handed out to members at least two days prior to each Board meeting. 

4.       Rules of Order 

The most current edition of Robert's Rules of Order shall take precedence in guiding operation of a Board meeting. 

5.       Quorum 

A quorum exists when the majority of the members of the Board are in attendance. 

6.       Voting 

Method of voting shall be in keeping with the most current edition of Robert’s Rules of Order.  Recording of votes shall be reflected accurately in the minutes.  All matters before the Board requiring voting shall come before the Board at regular or special meetings.  No telephone or email polls will be allowed.  Written proxy votes will be accepted in the case of pre-arranged absence.    

7.       Minutes 

Minutes shall be kept by the Secretary/Treasurer, or designate, and shall reflect an accurate, complete, and true recording of each meeting, including type of meeting, date, and approval signatures.  Approved minutes shall be signed by the presiding officer and acting secretary and will include date of approval. 

8.       Executive Sessions 

Executive sessions may be called by the President or by two members of the Board at regular or special meetings.           

9.                 Telephone/Email 

Telephone and email communication cannot be used in the following situations:

1)     To discuss with more than one board member a matter or matters over which the board has supervision, control, jurisdiction or advisory power, even though the number of board members involved does not constitute a quorum.

2)     To forward a board member’s comments to another board member on a matter or matters over which the board has supervision, control, jurisdiction or advisory power.    

ARTICLE V.  ADMINISTRATION 

1.       Executive Director  

It is the Executive Director’s responsibility to implement the policies that have been established by the Board.  The Executive Director’s major functions and further responsibilities are outlined in the job description for the Executive Director. 

ARTICLE VI.  BYLAWS 

1.       Adoption of Bylaws 

These Bylaws may be adopted at any regular meeting by a majority vote of the entire Board, provided notice of this proposed adoption was given at a previous meeting. 

2.       Amendment to the Bylaws 

These adopted Bylaws may be amended at any regular or special meeting of the Board, provided notice of the proposed amendment(s) be given to the Board at a previous meeting.