A HEALTH CO-OP ACCREDITED BY THE HEALTH DEMOCRACY MOVEMENT MEETS THE FOLLOWING STANDARDS:
a) charges a maximum $300 per person per year
(adjustable annually for inflation);
b) pays claims without requiring a deductible;
c) pays claims billed by any credentialed health provider anywhere;
d) permits members to vote for board of directors annually;
e) requires that board members reside within the county where the organization is incorporated or within counties adjacent;
f) pays to administrative employees not more than twice the New York State livable wage regionally adjusted;;
h) maintains a website which presents: bylaws; covered categories and maximum amounts paid; current balance sheet (including general fund total, income and expenses by category and by month and by year, detailed expense sheet, list of each payment and each denial of payment by member number), time and place of next board meeting, minutes of board meetings, statements by board candidates;
i) maintains a listserve for members which facilitates publication of monthly reports and electronic voting;
maintains an internet message board for members.
j) requires that all board meetings take place in the county where incorporated;
k) enrolls at least 51% of members from the county where incorporated and adjacent counties;
l) publishes conspicuously and in bold-face type not smaller than ten point type, on the first page of any literature, that "This organization does not operate under the supervision of the New York State Insurance Department;
m) publishes its annual report to the New York State Insurance Department, detailing compliance with the above;
n) publishes atop its list of covered categories, in bold-face type not smaller than fourteen point type, that "This Fund is not a major medical plan. It covers only the categories listed below, to the maximum amounts specified.";
o) complies with HIPAA regulations.
BYLAWS OF THE PHILADELPHIA HEALTH CO-OP
(incorporating the above)
A. Open Membership
Any person who desires to become a member and who meets the conditions of membership, as defined by the Membership, may become a member.
B. Member in Good Standing
A member in good standing is one who has met all conditions of membership, and whose current, required annual dues is not overdue.
C. Annual Dues by Members
1. The Board shall recommend and the Membership shall establish, and from time to time adjust the annual dues required from members to maintain the economic vitality of the corporation and its business(es). The membership fee shall not be greater than $300 per person per year, adjustable annually for inflation.
2. A record shall be kept of all capital contributions and the members who made them.
3. Capital contributions shall be segregated from operating income and funds, and may be expended only for capital investments approved by the Board.
D. Membership Cards
1. Upon payment initial annual dues and each subsequent, annual renewal, a membership card or renewal certificate shall be issued to the contributing member, noting the dates of the period of membership and expiration.
2. Membership cards shall be non-transferable and nonrefundable, except in cases approved by the Board and membership under any special plan for group membership as defined and adopted in amendments to these bylaws or polices adopted by the corporation.
E. Membership Communications
1. The Corporation shall maintain a website which presents: bylaws; list of current programs and contact information; medical reimbursement categories and maximum amounts paid; current balance sheet (including general fund total, income and expenses by category and by month and by year, detailed expense sheet, list of each payment and each denial of payment by member number), time and place of next board meeting, minutes of board meetings, statements by board candidates;
2. The Corporation shall maintain a listserve for members which facilitates publication of monthly reports and electronic voting, and shall maintain an internet message board for members to facilitate discussion of Alliance issues.
F. Forfeiture, Relinquishment and Termination of Membership
1. Failure to pay annual dues.
2. Any member may voluntarily relinquish his or her membership by submitting a written resignation and returning his or her membership /renewal certificate(s).
3. The Board may terminate a membership, only for cause, after a hearing and a two-thirds majority vote by the Board
II. Membership Rights and Authority
A. The following shall be exclusive powers of the Membership
1. Adoption, amendment or repeal of these Bylaws.
2. Election of Board members.
3. Establishment of the conditions of membership.
4. Approval of borrowing for or the purchase or sale of real property by the corporation, the rental of any real property that commits the corporation for a term of more than five years.
5. Taking of binding action through referenda (see Section. IX).
B. In addition, Membership Meetings shall have the authority to:
1. Make general, non-binding recommendations to the Board and management.
2. Act on any motion presented to the Board or President of the corporation by petition of at least 30 members in good standing, at least 25 days prior to the Membership Meeting, provided it is consistent with these Bylaws, the Certificate of Incorporation and any existing legal obligations. Actions of the Membership Meeting may not be reversed by a subsequent decision of the Board.
3. Call a Special Membership Meeting (on proper notice), or continue an unadjourned Membership Meeting to a specified time at least 48 hours away.
4. Remove Board members, if proper petition has been filed. (see Section IV. I. 1)
C. Each member shall be able to participate in the governance of the corporation as set forth in these Bylaws
D. Members shall be provided a copy of these Bylaws (upon request) and reasonably adequate and timely information as to the organizational and financial affairs of the corporation. Members shall have access to the books and records of the corporation at reasonable times and upon reasonable notice, for any proper purpose.
III. Membership Benefits
The following shall be established as practicable:
A. HEALTH EDUCATION PROGRAM
B. HEALTH DISCOUNT PROGRAM
C. FREE CLINIC/S
1. Family planning resources and referrals shall be among services available.
D. MEDICAL REIMBURSEMENT PLAN
1. pays claims without requiring a deductible;
2. pays claims billed by any credentialed health provider anywhere.
E. MASSAGE ARMY to give away free massages
F. OTHER PROGRAMS
IV. Membership Meetings
A. Location of Meetings:
All Meetings of the Corporation shall take place within Tompkins County, New York.
B. Time and Frequency:
1. The Annual Meeting shall be convened by the Board during the Month of May on the second Monday or on a date to be determined annually by the Board of Directors.
2. Additional Special Membership Meetings may be convened by the Board, by a Membership Meeting or by a petition signed by 30 members in good standing and submitted to the Board or the President of the corporation.
3. Emergency Membership Meetings may be convened by the Board in the event of an emergency that could threaten the viability of the corporation.
1. Notice of the Annual Meeting and Special Membership Meetings shall appear in any newsletter of the corporation and/or at any office(s) and/or web site(s) of the corporation or a public place known by the membership as a place of posting such notices at least 3O days prior to the meeting and shall be mailed or emailed to all members in good standing, at least 10 days before the meeting.
2. The meeting agenda and all motions, including modifications of these Bylaws, shall be publicized in writing in the office(s) and/or web site(s) or known places of public posting at least 14 days before the meeting.
3. Emergency Membership Meetings are exempt from the above notification requirements. Notice and agenda of an Emergency Membership Meeting shall be posted in the office(s) of corporation and/or web site and or by email and/or in a public place known by the membership as a place of posting of such notices at least five days prior to the meeting, and shall be provided through other media to the extent feasible.
1. Agendas for Membership Meetings shall be established in advance by the Board, except as noted below.
2. A motion brought by member petition (see Section VlII.B.2.) shall be placed on the next agenda.
3. Discussion items, proposals for non-binding recommendations or the proposed convening of a special Membership Meeting may be added to the agenda at the time of the Meeting, with the approval of a majority of those present.
1. The quorum for Membership Meetings shall be 100 members in good standing or 1/10 of the total number of votes entitled to be cast whichever is less, except that for the purposes of electing members of Board, or acting on proposed amendments to the Bylaws or on any issue for which Board has authorized absentee balloting, members who are present and members who cast valid absentee ballots shall be counted toward the quorum.
2. In the event that a Membership Meeting fails to achieve a quorum for voting on an item, the authority to vote on that item (except proposed changes to the Bylaws or election of Board members) shall revert to the Board.
F. Absentee Balloting:
There shall be absentee balloting by mail and/or email and/or at the office(s) of the corporation, or in a public place where the membership has been notified to be an official place of balloting in conjunction with, but not in place of, any Membership Meeting. The Board shall ensure that the voting procedure is secure and fair.
G. Decision-Making Procedure:
1. Unless another procedure is adopted by the Meeting, on proper notice, Membership Meetings shall operate by the most current version of Robert's Rules of Order.
2. Every member of the corporation present or voting by absentee ballot shall have one vote. No proxies shall be allowed.
3. An item which has been subject to absentee balloting may not be amended at the Meeting.
4. For items subject to absentee balloting, voting at a Meeting shall also be by secret ballot, with all ballots to be deposited in the ballot box (according to the procedure set forth in Section IV.H.) and verified before any ballots are counted.
5. Except as otherwise provided by law or in these Bylaws, passage of a motion shall require the affirmative vote of a majority (or in certain cases, a two-thirds majority) of those present and, if absentee balloting has been offered, those voting by absentee ballot.
1. Accurate minutes shall be kept of all Annual, Special and Emergency Membership Meetings.
2. The minutes of each Membership Meeting shall be approved by the Board, after the minutes have been posted at the office(s) and/or web site and/or public place known by the members as a place where such notices shall be posted for review, for at least three weeks.
3. Copies of such minutes shall be kept in the place(s) of business and shall be available to any member.
4. A synopsis of the minutes shall be published in any newsletter of the corporation.
V. The Board of Directors
The corporation shall establish and maintain a Board of Directors, which shall be known as the Board.
B. Duties and Powers:
1. Except as to matters reserved to the Membership by law or by these bylaws, the business and affairs of the corporation shall be directed and controlled by its Board.
2. The powers and duties of the Board shall include, but are not limited to, the following:
a. Overseeing the operations and finances of the corporation, including the adoption of operating and capital budgets.
b. Protecting the legal and financial viability of the corporation.
c. Employing one or more persons responsible for overall operations, establishing their duties and authority and monitoring and evaluating their performance.
d. Maintaining communication with members, including issuance of annual financial reports.
e. Encouraging maximum membership involvement in planning, policy making.
f. Adoption of policies, consistent with these Bylaws, regarding services and benefits to members.
g. Establishment of employee benefits and rights, and approval of any contracts with employees.
h. Approval of other contracts and loans, according to procedures established by the Board.
i. Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the corporation.
j. Attempting to reflect and represent the expressed wishes of the membership, within legally and/or financially responsible bounds.
k. Assuring that the purposes and mission of the corporation are carried out.
l. Meet at such times and places as required by these Bylaws;
m. Register their addresses with the Secretary of the corporation, and notices of meetings mailed or emailed to them at such addresses shall be valid notices thereof.
n. No salary, bonuses, options, or other financial consideration shall be given to any employee of the corporation that is no less than the local livable wage as defined by the most recent livable wage survey. The Board or its designates shall have the discretion to review annually any employee's performance and be able to make increases in that employees salary to a maximum of twice the living wage as defined above. This provision shall not be modifiable except by a two-thirds majority of the membership voting in favor of future changes to this item of the bylaws.
o. The Corporation shall not hire commision agents.
C. Number and Qualifications of Board Members:
1 The Board shall consist of not fewer than 9 and not more than 12 members.
2. All candidates for and members of the Board must be members in good standing of the corporation, and shall not have any overriding conflict of interest.
3. Board members shall reside within the county where the organization is incorporated or within counties adjacent.
4. No more than two directors of the Board may be employed by the corporation.
D. Standards of Conduct:
1. Board members shall be responsible at all times for discharging their duties in good faith, in a manner they reasonably believe to be in the best interests of the corporation and with the care and diligence that a prudent person in a like position would exercise under similar circumstances.
2. Board members shall be expected to comply with policies and procedures of the corporation, attend Board meetings regularly and may be asked to serve actively on at least one standing committee.
E. Conflicts of Interest:
Board candidates and members shall be required to disclose their actual or potential conflicts of interest in any matter under consideration by the Board or a committee exercising any powers of the Board, including their employment by or contracting with the corporation.
Directors shall serve without compensation except that they are entitled to pay the lowest of the standard annual membership fees to the corporation. In addition, they shall be allowed reasonable advancement or reimbursement on expenses incurred in the performance of their duties. Directors may receive additional compensation from the corporation for services directed only as authorized by the membership.
G. Term of Office:
1. Members of the Board shall serve terms of two years, except for directors who shall serve a 2 1/2 year term in the initial election, and except for members chosen to fill a vacancy.
2. Board members shall hold office until their successors have been elected or appointed, and qualified, except in cases of removal or resignation.
3. There is no limit on serving consecutive terms
1. Board elections shall be conducted annually; members may vote in person at the annual meeting, or by leaving or mailing an absentee ballot to the office(s) of the corporation, and /or depositing the ballot in a designated ballot box and/or by email when authorized by the Board of Directors during the designated voting period.
2. In the initial election, one-half of the Board members shall be elected to two-year terms, one-half to two and one half-year terms.
3. One-half of the Board members shall be elected each year, except when addit ional Board members are elected to fill vacant positions.
4. In order to appear on the ballot, candidates for Board must declare their candidacy at least one month prior to the start of voting, according to procedures established by the Board (unless the Board establishes a later deadline).
5. Ballots shall be available and prominently displayed in the office(s) of the corporation for at least 20 days prior to the voting deadline, and/or may be mailed and/or emailed (see section 9 below) to all members in good standing prior to the beginning of the voting period.
6. Each member in good standing is entitled to one ballot.
7. Each ballot shall be placed (unsigned) in the envelope provided. The voter shall record membership card number, printed name and signature on the envelope.
8. Envelopes shall be kept in a locked box until the end of the voting period. The key to the ballot box(s) shall be in the custody of a person designated by the Board.
9. E-mail ballots will only be accepted as a response to a ballot e-mailed to the member by the Corporation. Members may request an e-mail ballot by sending an e-mail to the Corporation with their full name, mailing address and telephone number. E-mail ballots must be received by the close of business on the day before the meeting to be valid. Absentee ballots may also be delivered to the Corporation at such places as are designated by the Board of Directors.
10. At the end of the voting period, ballots shall be examined to eliminate duplicates and invalid votes and counted, by tellers appointed by Board. The secrecy of every persons vote shall be protected.
11. Each candidate on the ballot may designate one person to witness the examination and counting of the ballots. A candidate who desires a witness must submit (in writing) to the Board President, the name and telephone number of such witness prior to the end of the voting.
12. Subject to the provisions of subsection 13, below, the six qualified candidates receiving the highest number of votes shall be elected to two and one half-year terms; if additional vacancies exist at the time of the annual meeting, they shall be filled by other qualified candidates in order of the number of votes they received. The longer terms shall be filled by the candidates receiving the greatest number of votes. Ties shall be resolved by the flip of a coin.
13. In any election, the number of persons employed by the corporation who can be elected may not increase the number of Board members employed by the corporation to more than two. Any candidate whose election would increase the number of Board members employed by the corporation beyond two shall be considered to be not qualified for election, regardless of the number of votes received.
I. Removal of Board Members:
1. The Membership Meeting or the Board may remove a Board member by a majority vote if the Board member misses one-third or more of the regular Board meetings over any six-month period, without an approved leave of absence (see subsection K, below).
2. The Membership Meeting may remove a Board member for any reason. Removal for any reason other than absenteeism must be initiated by a petition signed by at least 5% of the members in good standing, and requires a two-thirds majority of those present at a Membership Meeting or voting by absentee ballot.
1. A vacancy on the Board may be filled by the Board until the next annual election.
2. Any Board member appointed by the Board shall serve only until candidates elected in the next annual election are seated.
K. Leaves of Absence:
The Board may grant a leave of absence for up to six months to any Board member in good standing, except that no such leave may be granted when the Board has fewer than 9 active members. Such leaves of absence shall not affect the Board?Aeos quorum.
Except as may be limited by its Certificate of Incorporation, the corporation shall indemnify its current and former Board members and officers against all reasonable expenses to which they may become subject by reason of their positions with the corporation or their service in its behalf, to the maximum extent permitted by law. Indemnification payments and advances of expenses shall be made only in such increments and at such times as will not jeopardize the ability of the corporation to pay its regular obligations as they become due. All such payments made shall be reported in writing to members at the next scheduled Membership Meeting.
VI. Board Meetings
All board meetings take place in the county where incorporated.
No action shall be taken at a Board meeting unless at least a majority of seated Board members are present.
1. Board meetings shall be held at least once a month at a regularly scheduled time determined by Board.
2. Special Board meetings shall be scheduled as necessary.
D. Special Board Meetings:
Special Board Meetings may be convened by: 1. Vote at a regular Board meeting; or
2. Four or more Board members; or
3. Any two officers of the Board in the event of an immediate need.
1. Oral or written email notice of all regular Board meetings, including the proposed agenda, shall be sent or delivered to all Board members, and shall be postmarked at least 48 hours prior to the day of the meeting.
2. Time, location and agendas of all regular Board meetings shall be posted at least five days in advance at the office(s) and/or website(s) of the corporation.
3. In the event of a special Board meeting, an attempt shall be made to notify all Board members and a sign shall be posted in the office(s) of corporation or public place known by the members to be for such purposes.
4. No Board meeting shall be held with less than 48 hours notice.
5. Special Meetings. Notice shall be given by the Secretary of the corporation to each director of each special meeting of the board. Such notice may be oral or written, may be given personally, by first class mail, by telephone, or by facsimile machine, and shall state the place, date and time of the meeting and the matters proposed to be acted upon at the meeting.
6. Waiver of Notice. Whenever any notice of a meeting is required to be given to any director of this corporation under provisions of the Articles of Incorporation, these Bylaws, or the law of this state, a waiver of notice in writing signed by the Board member, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.
F. Decision-Making Procedure:
1. Unless another procedure is adopted, the Board shall operate by the most current version of Robert's Rules of Order.
2. Any member may attend Board meetings and participate in discussions, except in the case of confidential discussions (as specified below). Only seated Board members may offer or second motions or vote.
3. By a majority vote, the Board may ask non-Board members to leave when discussing the following confidential matters: specific personnel, grant requests, current or pending litigation or charges of misconduct against any member of the corporation.
4. All votes must be taken in open session unless a two-thirds majority request a vote in confidential session.
5. Secret, paper ballots may be cast for the election, appointment or removal of Board members, officers, or employees.
6. All votes must be cast in person; no proxies are allowed.
7. Unless otherwise specified in these Bylaws, for passage, a motion must receive the affirmative vote of a majority of those Board members present, and in no event fewer than that of four members.
G. Record Keeping:
Complete, accurate minutes shall be kept of all Board meetings. A record of persons attending the meeting, and the vote of each Board member on each substantive issue, shall appear in the minutes. Minutes shall be supplied to Board members in a timely fashion, for review and approval.
A. The principal officers of the corporation shall consist of the President, Vice President, Secretary, and Treasurer. The Board may designate other officers or assistant officers. The President, Vice President and Treasurer shall be Board members. The Secretary shall be a member of the corporation but need not be a Board member.
B. Officers shall be elected annually by the Board, by ballot which may be secret, as soon as practical after the seating of newly-elected Board members.
C. The Board may remove an officer from office, provided the proposal to remove was listed on the advance agenda for the meeting.
D. In the event an officer resigns or is removed, the Board shall, by ballot which may be secret, elect a replacement.
E. Officers shall be elected for one-year terms and shall serve until their successors are elected and seated.
1. The President shall sign legal and official documents and represent the corporation as needed. The President shall be responsible for establishing and circulating agendas for Board meetings, and for ensuring that Board creates an annual work plan (including routine and special tasks) and that Board and its committees reasonably carry out the work plan.
2. The Vice President shall perform the duties of the President in his or her absence, and assist the President as requested.
3. The Secretary shall be responsible for the recording and keeping of minutes for all meetings, for the maintenance of the Board's Policy Notebook, and for the posting of required notices.
4. The Treasurer shall oversee the maintenance of financial records, the timely reporting of financial information and the filing of required reports and returns.
The Board shall establish such standing and ad hoc committees as are necessary to assist the Board.
B. Appointment of Members:
The Board shall appoint Board members to seats on committees. Other members of committees, drawn from the membership at large and staff, shall be appointed by the Board or its designee, according to policies and procedures established by the Board.
C. Term of Office:
The term of office of a committee member shall be up to one year, with all terms expiring at the time that new Board officers are elected. There shall be no limit on the number of terms a committee member may serve.
A list of all current committees, the name and telephone number of a contact person, and the regular meeting time and place for each committee shall be posted in the office(s) of the corporation or in a public place known by the members for this purpose.
E. Proposals from Members:
Any member of the corporation may submit a proposal to the appropriate committee for its consideration.
F. Open Meetings:
Any member of the corporation may attend committee meetings, except when confidential matters (see Section VI. E. 3.) are being discussed.
Committees shall operate according to policies and procedures established by the Board.
A. The purpose of referenda is to increase membership influence in decision making.
B. Initiation Process:
1. A referendum may be initiated by the Board, by a membership meeting or by petition of 30 members in good standing.
2. The Board may defer or reject a referendum motion at its next regularly scheduled meeting provided there is a quorum if its implementation would be inconsistent with these Bylaws, the Certificate of Incorporation and existing legal obligations. Sixty days after the referendum is validated, there will be an open meeting of the membership for discussion.
C. Conduct of Referendum:
1. The voting period shall be at least three weeks. Ballots shall be available within 90 days of a formal submission of a valid referendum petition at the office(s) of the corporation or in places designated by the Board for such purposes, during this period and will be mailed and/or emailed to all members in good standing prior to the beginning of the voting period.
2. No more than five questions may appear on a single referendum.
3. Each member of the corporation in good standing is entitled to one ballot.
4. Ballots may be delivered or mailed or emailed to the office(s) of business or an address designated by the Board for such purposes.
5. Each ballot shall be placed (unsigned) in an envelope provided. The voter shall record membership card number, printed name, and signature on the envelope.
6. Tellers appointed by the Board shall count votes within ten days of the end of the voting period.
7. The Board shall ensure that the referendum procedure is secure and fair.
D. Requirements for Passage:
A referendum must receive affirmative support of more than half of 100 or 1/10, whichever is more of the membership in order for it to be binding.
E. Repeal of a Referendum Decision:
A referendum decision may be overruled by a another referendum, but not by the Board.
F. Record Keeping:
The Secretary shall ensure that results of all referenda are recorded in the official record book and Policy Book, and ensure they are posted in the office(s) of the corporation or in a location designated by the Board.
X. Ratification and Ammendment of Bylaws
A. The Bylaws may be adopted, repealed, replaced or amended by the Board in accordance with the procedures for Board action or by the Membership as set forth below. The Board shall not have the authority to amend Article VIII. Referenda, Article IX, Ratification and Amendment of Bylaws or Article X, Dissolution. Any changes to the Bylaws adopted by the Board shall be mailed to the entire Membership and may be amended or repealed by the Membership in accordance with this section.
B. Proposals for amendment, repeal or replacement of the Bylaws shall be made subject to the procedure set forth for special referenda in (see Section VIII. B and C.)
C. Proposed changes to the Bylaws may not be modified after proper posting (see Section III.C.2.).
D. Any proposed change to the Bylaws shall be presented at a Membership Meeting, where all members who attend shall be entitled to discuss and vote on the proposal.
E. In addition, ballots allowing members to vote on the proposed change without being present at the Meeting shall be made available at the place of business' and may be made available by mail, at least three weeks prior to the end of the designated voting period.
F. Absentee balloting and in-person voting shall be conducted in a manner similar to that outlined herein for Board elections, to ensure that the procedure is fair. To be valid, absentee ballots must be properly received in a ballot box at the place of business or by mail or email, prior to the end of the designated voting period.
G. Any proposed change to the Bylaws shall require for passage the vote of 100 or 1/10 of the membership, whichever is more and must be approved in the affirmative by at least two-thirds of those members who cast valid votes (either by absentee ballot or in person at the Meeting).
The corporation may be dissolved by the affirmative vote of at least two-thirds of the members in good standing present at a Special Membership Meeting called for that purpose. The quorum for such a meeting shall be 100 or 1/10 of the membership, whichever is more, and absentee and written proxy votes shall be accepted in meeting that quorum.
Notice of a Special Membership Meeting to consider dissolution shall be mailed or delivered to all members in good standing and shall appear in any newsletter of the corporation and be posted in the place(s) of business at least thirty days before the date of the meeting.
C. Dissolution Committee:
1. In the event of dissolution, a three-member Dissolution Committee shall be elected at the Special Membership Meeting.
2. The Dissolution Committee shall liquidate all assets, settle first all debts and expenses.
D. Disposal of Remaining Assets:
Any remaining assets shall be given to an organization whose purposes are consistent with those of Ithaca Health Alliance. In addition such organizations must qualify as tax exempt under section 501c3, of the Internal Revenue Code. If no such organization is specified by the Special Membership Meeting, it shall be selected by the Dissolution Committee.
If any part of this Article is found in any action, suit, or proceeding to be invalid or ineffective the validity and the effectiveness of the remaining parts shall not be affected.