MEMORIAL HOSPITAL
Photo of nurses' station taken in 1980 for nursing recruitment brochure
Bylaws...
University
Health Systems has been the parent organization of PCMH since February,
1999.
ARTICLE I - Offices
Section
1. Registered Office.
The corporation shall
have and continuously maintain in this State a registered office and a
registered agent whose office is identical with such registered office.
Such registered office shall be located at 2100 Stantonsburg Road, Greenville,
Pitt County, North Carolina, and the mailing address of said office is
Post Office Box 6028, Greenville, North Carolina 27835-6028, or at such
other place within the State of North Carolina as may from time to time
be fixed and determined by the Board of Directors.
Section
2. Other Offices.
The corporation may
have offices at such places, either within or outside the State of North
Carolina, as the Board of Directors may from time to time determine.
ARTICLE II - Membership
The
corporation shall have no members.
ATICLE III - Board of Directors
Section
1. General Powers.
The property, affairs
and business of the corporation shall be managed by the Board of Directors.
Section
2. Number, Tenure, and Qualification.
The corporation shall
be governed by a Board of Directors. The Directors, including the initial
Directors, shall consist of the number of Trustees of the Pitt County
Memorial Hospital, Inc. ("PCMH"). The members of the Board of
Trustees of PCMH shall serve as Directors of the corporation during their
term as Trustees of PCMH. The Board of Directors shall be the same as
the Board of Trustees of PCMH.
Section
3. Duties.
Each Director shall
stand in a fiduciary relation to the corporation and shall discharge his
duties as a Director, including his duties as a member of a committee,
in good faith, with the care an ordinarily prudent person in a like position
would exercise under similar circumstances, and in a manner the Director
reasonably believes to be in the best interest of the corporation.
Section
4. Annual and Regular Meetings.
An annual meeting of
the Board of Directors shall be held at the office of the corporation
in Greenville, North Carolina in April of each year at a date and time
determined by the President which precedes the third Tuesday in April
of that year. Regular meetings of the Board of Directors shall be held
at least quarterly, in April, July, October and January, or at other times
as determined by Board resolution. The Board of Directors may provide
by resolution for the holding of such meeting at a place other than the
office of the corporation, within or without the State of North Carolina,
without other notice than such resolution.
Section
5. Substitute Annual or Regular Meeting.
If any annual or regular
meeting provided for by Section 4 above shall not be held during the month
designated in such section, a substitute meeting may be called in the
manner provided for the call of a special meeting in accordance with the
provision of Section 6 of this Article III; and a substitute meeting so
called shall be designated as, and shall be treated for all purposes as,
an annual or regular meeting.
Section
6. Special Meeting.
Special meetings of
the Board of Directors may be called by or at the request of the Chairman
or by three (3) or more of the Directors. The person or persons authorized
to call special meetings of the Board may fix any place, either within
or without the State of North Carolina, as the place for holding such
special meeting.
Section
7. Notice of Meetings.
Notice of each regular
meeting of the Board of Directors shall be given at least ten (10) days
prior thereto. Except in the event of an emergency, notice of any special
meeting of the Board of Directors shall be given at least two (2) days
prior thereto. All notices shall be in writing delivered personally or
sent by mail or facsimile transmission to each Director at the Director's
address as shown on the records of the corporation. Any Director may waive
notice of any meeting. The attendance of a Director at any meeting shall
constitute a waiver of notice of such meeting, except where a Director
attends a meeting for the express purpose of objecting to the transaction
of any business because the meeting is not lawfully called or convened.
Neither the business to be transacted at, nor the purpose of, any regular
or special meeting of the Board need be specified in the notice or waiver
of notice of such meeting, unless specifically required by law or by these
bylaws.
Section
8. Quorum.
The presence of a majority
of the voting members of the Board of Directors in office immediately
before a meeting begins shall constitute a quorum for the transaction
of business; provided, if less than a quorum of the Directors shall be
present at the time and place of any meeting, the Directors present may
adjourn the meeting from time to time until a quorum shall be present,
and notice of any adjourned meeting need not be given; provided, that
the time and place of reconvening are fixed. A meeting at which a quorum
is initially present may continue to transact business, notwithstanding
the withdrawal of enough Directors to leave less than a quorum, so long
as any action taken is approved by at least a majority of the required
quorum for such meeting. Any one (1) or more Directors may participate
in a meeting of the Board or committee by means of a conference telephone
or similar communications device which allows all persons participating
in the meeting to hear each other, and such participation in a meeting
shall be deemed presence in person at such meeting.
Section
9. Voting.
Except as otherwise
expressly provided by statute, or by the Articles of Incorporation of
the corporation, or by these bylaws, the action of a majority of the Directors
present at a meeting at which a quorum is present shall be the action
of the Board of Directors. Any Director who is present at a meeting at
which a quorum is present shall be the action of the Board of Directors.
Any Director who is present at a meeting of the Board of Directors at
which action on any corporate matter is taken shall be presumed to have
assented to the action taken unless (i) the Director objects at the beginning
of the meeting (or promptly upon the Director's arrival) to holding it
or transacting business at the meeting; or (ii) the Director's dissent
or abstention from the action taken is entered in the minutes of the meeting;
or (iii) the Director files written notice of dissent or abstention with
the presiding officer of the meeting before its adjournment or with the
corporation immediately after adjournment of the meeting. Such right to
dissent shall not apply to a Director who voted in favor of such action.
Section
10. Informal Action by Directors.
Action taken by a majority
of the Directors or members of a committee without a meeting is nevertheless
Board or committee action if written consent to the action in question
is signed by all the Directors or members of the committee, as the case
may be, and filed with the Minutes of the proceedings of the Board or
the Committee, whether done before or action the action is taken. If a
meeting of Directors otherwise valid is held without proper notice, action
taken at such meeting otherwise valid is deemed ratified by a Director
who did not attend unless promptly after having knowledge of the action
taken and of the impropriety in question the Director files with the Secretary
of the corporation a written objection to the holding of the meeting or
to any specific action so taken.
Section
11. Resignation or Removal of Directors.
Any Director who resigns
or who is removed as authorized by the PCMH Articles of Incorporation
as a board member from the PCMH Board shall be deemed to have resigned
and to have been removed as a board member of the corporation.
Section
12. Vacancies.
In the event of any
vacancy occurring among the voting membership of the Board of Directors
by death, resignation, disqualification, removal or otherwise, the remaining
Directors shall continue to act; and such vacancy shall be filled by the
person appointed to fill the corresponding vacancy on the PCMH Board of
Trustees.
Section
13. Compensation of Directors.
Directors shall not
receive any compensation for their services, but by resolution of the
Board a reasonable amount may be allowed as reimbursement for expenses
incurred in attending to their authorized duties.
Section
14. Director's Conflict of Interest.
Any corporate transaction
in which a Director has a direct or indirect interest must be authorized,
approved, or ratified in good faith by a majority, not less than two (2),
of the Directors who have no direct or indirect interest in the transaction
even though less than a quorum; provided, however, no such transaction
shall be authorized, approved, or ratified by a single Director. For purposes
of this Section, a Director has an indirect interest in a transaction
if:
A. Another entity in which the Director has a material financial interest
or in which the Director is a general partner is a party to the transaction; orB. Another entity of which the Director is a director, officer, or trustee
is a party to the transaction and the transaction is or should be considered by the Board.
Section
15. Certain Director Liability.
In addition to other
liabilities imposed by
law upon Directors, a Director shall be subject to the following liabilities:
A. All Directors who vote for or assent to any distribution of assets of the
Corporation contrary to any lawful restrictions in the North Carolina Nonprofit CorporationB. All Directors who vote for or assent to the making of any loan or guaranty or other form of security by the corporation to or for the benefit of the Directors or officers of the corporation, or any of them, except loans, guaranties or other forms of security made to full-time employees of the corporation who are also Directors or officers of the corporation and which were made in accordance with Section 3 of this Article III, Section 2 of Article VI, and this Section, shall be jointly and severally liable to the corporation for therepayment or return of the money or value loaned, with interest thereon at the legal rate until paid, or for any liability of the corporation upon the guarantee.
C. A Director shall not be liable under the provisions of subparagraphs (a) or (b), above, if the Director performed the Director's duties in compliance with Section 3
Section
16. Chairman of the Board.
The officers of the
Board of Directors shall be Chairman and other such Officers as the Board
of Directors may authorize. All officers shall be elected from the membership
of the Board and shall hold office for one (1) year or until their successors
shall have been duly elected. Their terms shall begin May 1st. A Board
Member shall be limited to three (3) successive terms as Chairman of the
Board, as any one officer, or as committee chairman. When present the
Chairman shall preside at all meetings of the Board of Directors. The
Chairman shall in general perform all duties incident to the office of
Chairman of the Board and such other duties as may be prescribed by the
Board of Directors from time to time.
ARTICLE IV - Officers
Section
1. Number of Officers.
The officers of the
corporation shall be a President, a Vice President, a Secretary, a Treasurer,
and such other officers as may be appointed in accordance with the provisions
of Section 3 of this Article IV. Any two (2) offices or more may be held
by one (1) person, except the offices of President and Secretary; but
no officer shall sign or execute any document in more than one (1) capacity.
Section
2. Election, Term of Office and Qualifications.
Each officer of the
corporation except for such officers as may be appointed in accordance
with the provisions of Section of this Article IV, shall be elected by
the Board of Directors at its annual meeting and shall hold office until
the annual meeting of the Board of Directors held next after the election
or until the officer's death, resignation, disqualification or removal
from office.
Section
3. Subordinate Officers and Agents.
The Board of Directors
from time to time may appoint other officers or agents, each of whom shall
hold office for such period, have such authority, and perform such duties
as the Board of Directors from time to time may determine. The Board of
Directors may delegate to any officer or agent the power to appoint any
subordinate officer or agent and to prescribe that person's respective
authority and duties.
Section
4. Duties.
A. An officer shall stand in a fiduciary relation to the corporation and shall discharge the duties of the office under that authority in good faith, with the care an ordinary prudent person in a like position would exercise under similar circumstances, and in a manner reasonable believed to be in the best interests of the corporation.
B. An officer is not liable for any action taken as an officer, or any failure to take any action, if the officer performed the duties of the office in compliance with subparagraph (a) above, or (unless actual knowledge concerning the matter in question makes such reliance unreasonable) the officer relied on information, opinions, reports, or statements, including financial statements and other financial data, if prepared pr presented by (i) one or more officers or employees of the corporation whom the officer reasonable believes to be reliable and competent in the matters presented; or (ii) legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within their professional or expert competence.
Section
5. Removal.
The officers specifically
designated in Section 1 of this Article IV may be removed, either with
or without cause, by vote of a majority of the whole Board of Directors
at a special meeting of the Board called for that purpose. The officers
appointed in accordance with the provisions of Section 3 of this Article
IV may be removed, either with or without cause, by the Board of Directors,
by a majority vote of the Directors present at any meeting, or by any
officer or agent upon whom such power of removal may be conferred by the
Board of Directors. The removal of any person from office shall be without
prejudice to the contract rights, if any, of the person so removed. Election
or appointment of an officer shall not of itself create contract rights.
Section
6. Resignations.
Any officer may resign
at any time by giving written notice to the Board of Directors or to the
President or Secretary of the corporation, or, if the officer was appointed
by an officer or agent in accordance with Section 3 of this Article IV,
by giving written notice to the officer or agent who made the appointment.
Any such resignation shall take effect upon its being accepted by the
Board of Directors or by the officer or agent appointing the person so
resigning.
Section
7. Vacancies.
A vacancy in any office
because of death, resignation, removal, or disqualification, or any other
cause, shall be filled for the unexpired portion of the term in the manner
prescribed by these bylaws for regular appointments or elections to such
offices.
Section
8. President.
Subject to the control
of the Chairman and the Board of Directors, the President shall have general
charge of the business, affairs, and property of the corporation and control
over its other officers, agents and employees. The President shall do
and perform such other duties as from time to time may be assigned to
the President by the Board of Directors.
Section
9. Vice President.
At the request of the
President, or in the President's absence or disability, the Vice President
shall perform all the duties of the President and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
President. The Vice President shall perform such other duties and have
such authority as from time to time may be assigned to the Vice President
by the Board of Directors or the Executive Committee.
Section
10. Secretary.
The Secretary shall
keep the minutes of the meetings of the Board of Directors and the Executive
Committee and shall see that all notices are duly given in accordance
with the provisions of these bylaws or as required by law. The Secretary
shall be custodian of the records, books, reports, statements, certificates
and other documents of the corporation and the seal of the corporation,
and see that the seal is affixed to all documents requiring such seal.
In general, the Secretary shall perform all duties and possess all authority
incident to the office of Secretary, and the Secretary shall perform such
other duties and have such other authority as from time to time may be
assigned to the Secretary by the Board of Directors or the Executive Committee.
Section
11. Treasurer.
The Treasurer shall
have supervision over the funds, securities, receipts, and disbursements
of the corporation. The Treasurer shall in general perform all duties
and have all authority incident to the office of the Treasurer and shall
perform such other duties and have such other authority as from time to
time may be assigned or granted to the Treasurer by the Board of Directors
or the Executive Committee. The Treasurer may be required to give bond
for the faithful performance of the Treasurer's duties in such form and
amount as the Board of Directors may determine.
Section
12. Duties of Officers May be Delegated.
In case of the absence
of any officer of the corporation or for any other reason that the Board
may deem sufficient, the Board may delegate the powers or duties of such
officers to any other officer or to any Director provided a majority of
the entire Board of Directors concurs therein.
Section
13. Salaries of Officers.
The salaries of the
officers of the corporation shall be fixed from time to time by the Board
of Directors, except that the Board of Directors may delegate to any officer
who has been given power to appoint subordinate officers or agents, as
provided in Section 3 of this Article IV, the authority to fix the salaries
or other compensation of any such officers or agents appointed by that
officer.
ARTICLE V - Executive Committee: Other Committees
Section
1. Membership.
The Board of Directors
may, be resolution adopted by a majority of the Directors then in office,
create an Executive Committee, consisting of two (2) or more voting members
of the Board of Directors. Any such Executive Committee created shall
reflect the same percentage, proportional representation to the extent
possible as the PCMH Board of Trustees (i.e. 55% - Pitt County appointees
and 45% - UNC Board of Governors appointees).
Section
2. General Powers.
The Executive Committee
shall have and may exercise, in the interim between meetings of the Board
of Directors, and except as otherwise provided in Section 8 of this Article,
all powers of the Board of Directors.
Section
3. Quorum.
The presence of a majority
of the members of the Executive Committee at a meeting duly assembled
shall constitute a quorum for the transaction of business.
Section
4. Meetings.
Meetings of the Executive
Committee may be called by or at the request of the Chairman of the Executive
Committee or by two (2) or more of the Executive Committee members.
Section
5. Vacancies.
In the event of any
vacancy occurring in the Executive Committee by death, resignation, disqualification,
removal or otherwise, the vacancy shall be filled by the Board of Directors.
Positions filled for an interim period shall be for the balance of the
remaining term.
Section
6. Other Committees.
By resolution adopted by a majority of the Directors present at a meeting
at which a quorum is present, the Board of Directors may designate one
(1) or more additional committees, each of which shall consist of two
(2) or more Directors, not having and exercising the authority of the
Board of Directors.
Section
7. Committee Action as Board Action.
The designation of any
committee and the delegation thereto of authority shall not operate to
relieve the Board of Directors or any member thereof of any responsibility
or liability imposed by law; and any resolutions adopted or other action
taken by any such committee within the scope of authority delegated to
it by the Board of Directors shall be deemed for all purposes to be adopted
or taken by the Board of Directors.
Section
8. Limitation of Powers.
Committees vested with
the authority to act on behalf of the Board in the management of the corporation
shall not:
A. Authorize distributions
B. Approve dissolution, merger or the sale, pledge, or transfer of all or
substantially all of the corporation's assets;C. Elect, appoint or remove Directors, or fill vacancies on the Board
or on any of its committees; orD. Adopt, amend, or repeal the Articles of Incorporation or bylaws.
Section
9. Removal.
Any committee or any
member thereof may be discharged
or removed by action of a majority of the Board of Directors present at
a meeting at which a quorum is present.
Section
10. Ex officio Member.
The Chairman of the
Board shall serve as an ex officio member with full voting privilege on
all committees.
ARTICLE VI - Contracts, Loans, Deposits, Checks, Drafts, Etc.
Section
1. Contracts.
Except as otherwise
provided in these bylaws, the Board of Directors may authorize any officer
or officers, agent or agents to enter into any contract or to execute
or deliver any instruments on behalf of the corporation, and such authority
may be general or confined to specific instances.
Section
2. Loans.
No loans shall be contracted
on behalf of the corporation and no evidences of indebtedness shall be
issued in its name, unless and except as authorized by the Board of Directors.
Any officer or agent of the corporation thereunto so authorized may effect
loans or advances for the corporation and for such loans and advances
may make, execute, and deliver promissory notes, bonds, or other evidences
of indebtedness of the corporation. Any such officer or agent, when thereunto
so authorized, may mortgage, pledge, hypothecate, or transfer as security
for the payment of any and all loans, advances, indebtedness, and liabilities
of the corporation any real property and all stocks, bonds, other securities,
and other personal property at any time held by the corporation, and to
that end, may endorse, assign, and deliver the same, and do every act
and thing necessary or proper in connection therewith. Such authority
may be general or confined to specific instances. No loan, guaranty, or
other form of security shall be made or provided by the corporation to
or for the benefit of its Directors or officers, except that loans, guaranties,
or other forms of security may be made to full-time employees of the corporation
who are also Directors or officers by action of the Board of Directors
in accordance with Section 14 of Article III.
Section
3. Deposits.
All funds of the corporation
shall be deposited from time to time to the credit of the corporation
in such banks or trust companies or with such bankers or other depositories
as the Board of Directors may select, or as may be selected by any officer
or officers, agent or agents of the corporation to whom such power may
from time to time be given by the Board of Directors.
Section
4. Checks, Drafts, Etc.
All notes, drafts, acceptances,
checks and endorsements or other evidences of indebtedness shall be signed
by the President or the Vice President and by the Secretary or the Treasurer,
or in such other manner as the Board of Directors from time to time may
determine. Endorsements for deposit to the credit of the corporation in
any of its duly authorized depositories will be made by the President
or Treasurer or by any officer or agent who may be designated by resolution
of the Board of Directors in such manner as such resolution may provide.
Section
5. Gifts.
The Board of Directors
may accept on behalf of the corporation any contribution, gift, bequest,
or devise for the general purposes or for any special purposes of the
corporation.
ARTICLE
VII - Purposes and Powers
The purposes for which
the corporation is organized are set forth in its Articles of Incorporation
and incorporated by reference, herein.
ARTICLE VIII - General Provisions
Section
1. Corporate Seal.
The corporate seal shall
be in such form as shall be approved from time to time by the Board of
Directors.
Section
2. Fiscal Year.
The fiscal year of the
corporation shall begin on the first day of October and end on the 30th
day of September of each year.
Section
3. Waiver of Notice.
Whenever any notice
is required to be given under the Act, the Articles of Incorporation,
or these bylaws, it may be communicated in person (unless written notice
is specifically required by the Act, the Articles of Incorporation, or
these bylaws), by telephone, telegraph, teletype or other form of wire
or wireless communication, or by facsimile transmission, or by mail or
private carrier. Written notice is effective at the earliest of the following
(a) when received; (b) five (5) days after its deposit in the United States
mail, as evidenced by the postmark, if mailed with postage thereon prepaid
and correctly addressed; (c) on the date shown on the return receipt,
if sent by registered or certified mail, return receipt requested, and
the receipt is signed by or on behalf of the addressee; or (d) if mailed
with less than first class postage, thirty (30) days after it is deposited
in the United States mail, as evidenced by the postmark or otherwise,
if mailed with postage thereon prepaid and correctly addressed.
A
Director may waive notice otherwise required by the Act, the Articles
of Incorporation, or these bylaws, before or after the date and time stated
in such notice, by delivery of a written waiver or such notice signed
by such Director to the corporation for filing or inclusion with the minutes
or corporate records, or, to the extent provided by the Act, by attendance
at the meeting to which such notice relates.
Section
4. Amendment to Bylaws.
Except as required by
the Articles of Incorporation or as otherwise provided herein, these bylaws
may be altered, amended, or repealed, and new bylaws may be adopted by
an affirmative vote of two-thirds of the Directors in office, at any regular
or special meeting; provided, however, that at least fourteen (14) days
written notice shall be given of the intention to alter, amend, or repeal
or to adopt new bylaws at such meeting.
Section
5. Books and Records.
The corporation shall
keep a copy of the following records at the corporation's principal office:
A. Its Articles of Incorporation or restated Articles of Incorporation and
all amendments to them currently in effect.B. Its bylaws or restated bylaws and all amendments to them currently in
effect.C. Resolutions adopted by the Board relating to the number or
classification of Directors.D. A list of the names and business addresses of its current Directors
and officers.
Section
6. Gender.
As used in these bylaws,
the masculine gender shall be
Deemed to include the feminine and the feminine the masculine.
ARTICLE IX - Indemnification
Section
1. Indemnification of Directors, Officers, Employees or Agents:
General Provisions.
A. The corporation shall indemnify any Director or officer or former Director
or officer of the corporation or any person who may have served at its request as a Director or officer of another corporation, partnership, joint venture, trust or other enterprise (hereinafter in Article IX referred to as "Director") against liabilities and reasonable litigation expenses, including attorneys' fees, incurred by the Director in connection with any action, suit or proceeding in which the Director is made or threatened to be made a party by reason of being or having been such Director or officer, except in relation to matters as to which the Director shall be adjudged in such action, suit or proceeding to have acted in bad faith or to have been liable or guilty by reason of willful misconduct in the performance of duty or if the activities were, at the time taken, known or believed by the person to be clearly in conflict with the best interests of the corporation or if the person received an improper personal benefit. The indemnification authorized by this Section shall be in addition to that permitted by Sections 55A-8-51 through 55A-8-57 of the North Carolina General Statutes.B. Expenses incurred by a Director in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or
C. As used in this Section, the term "person" includes the legal representative of
such person.
Section
2. Right of Corporation to Insure.
The corporation may
purchase and maintain insurance on behalf of an individual who is or was
a Director, officer, employee or agent of the corporation or who, while
a Director, officer, employee or agent of the corporation, is or was serving
at the request of the corporation as a Director, officer, partner, trustee,
employee or agent of another foreign or domestic corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise, against
liability asserted against or incurred by the Director in that capacity
or arising from his status as a Director, officer, employee or agent,
whether or not the corporation would lave power to indemnify the Director
against such liability under applicable law.
EFFECTIVE as of the 16th day of February, 1999.
David S. Brody
Chairman
Laupus
Library
The Brody School of Medicine at East Carolina University
600 Moye Boulevard
Greenville, North Carolina 27858-4354
P 252.744.2240 l F 252.744.2672