HomeMy WebLinkAboutLong Term Active Care Hospital
Augusta Richmond GA
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DOCUMENT TYPE:
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BOX NUMBER: 09
FILE NUMBER: \d~lu
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University Health
Services, Inc.
Augusta, Georgia
Summit Hospital of East
Georgia, Inc.
Atlanta, Georgia
.-.
...
....
Certificate of Need Waiver Application
for a
Long- Term Acute Care Hospital
December 1996
~
University Hospital
An Affiliate of University Health
December 5, 1996
Honorable Larry E. Sconyers
Mayor of Augusta-Richmond County
City-County Building, Room 806
530 Greene Street
Augusta, Georgia 3090 I
Dear Mayor Sconyers:
In compliance with the criteria contained in the Rules of the State Health Planning Agency,
Chapter 272-2-0 I, enclosed please find a copy of a Certificate of Need Waiver application for the
development of a Long-Term Acute Care Hospital at University Hospital.
If you have any questions concerning this project, please do not hesitate to contact me.
Sincerely,
Ca.,",,,, S I ct ~ Cl
Catherine P. Slade
Assistant Vice President
Planning
CPS:ch
Enclosure
cc: State Health Planning Agency
1350 Walion Way
Augusta, Georgia 30901-2629
706/722-9011
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State of Georgia
.
CERTIFICATE-OF -NEED
WAIVER APPLICATION
Section 1: General Project Description
.
This section requests general information about the project for which the Waiver of
Review is sought. It also asks for information about the ownership and management
of the health care facility.
Section 2: Addenda for Specific Review Considerations
The applicant should obtain a copy of the addendum or addenda which applies to the
project. This section request the information necessary to evaluate the project's
compliance with the review considerations for sp,ecific facilities and services
I
contained in Rule 272.2-.09. .
~
State Health Planning Agency
4 Executive Park Drive, N.E.; Suite 2100
Atlanta, Georgia 30329
(404) 679-4821
.
State of Georgia
.
CERTIFICATE-OF -NEED
WAIVER APPLICATION
..
If there is a line or box next to an item, please respond to the item or provide the requested
information using the line or box. For all other items, use additional sheets which are clearly
numbered to correspond to the particular item and attach them as addenda to the application.
The planning agency will not begin the review process unless it has received and deemed
complete all relevant surveys and questionnaires, including, but not limited to, annual service-
specific questionnaires and Annual Indigent Care Survey.
SECTION 1: GENERAL PROJECT DESCRIPTION
1. Applicant (If Joint Applicant, then Owner of Existing Acute Care Hospital):
University Health Services. Inc.
Address: 1350 Walton Way
City, County, State, and Zip Code: Augusta. Richmond County. Georgia. 30901
Contact Person: Catherine P. Slade. Assistant Vice President. Planning
Telephone Number: 706/828-2485
Joint Applicant (If applicable, then Operator of Special Care Unit):
Summit Hospital of East Georgia. Inc.
Address: Five Concourse Parkway. Suite 800
City, County, State, and Zip Code: Atlanta. Fulton County. Georgia. 30328-6111
Contact Person: Jeffrey S. BailEs. Assistant Secretary/General Counsel
770/392-1454
2. (A) Provide the project's estimated cost. $500.000
(B) Indicate the amount of the filing fee enclosed. $500
(C) Provide a brief description of the project. Develop 50-bed long-term acute hospital
through leased space at University Hospital. The hospital will be named Summit Hospital
of East Georgia.
State of Georgia: Certificate-of-Need Waiver Application
July 1991
Page 2
.
3. Please indicate which of the following categories apply to this project. Check all appropriate
boxes.
.
_ New Facility
X Renovation of Existing Facility
_ Expansion of Existing Facility
_ Replacement of Existing Facility
X Initiation of New Service
Change in Capacity
Acquisition of Diagnostic, Therapeutic,
or Imaging Equipment
.
4. Please indicate what kind of HEAL TH CARE FACILITY this project involves. Check all boxes
that apply.
X Hospital, Inpatient
-X- General Hospital
_ Specialty Hospital
_ Geriatric Hospital
_ Pediatric Hospital
_ Psychiatric and/or Substance Abuse Hospital
Acute Care
Extended Care
_ Comprehensive Rehabilitation Hospital
_ Outpatient Facility
_ Ambulatory Surgery Center, Freestanding
_ General, Multispecialty
_ General, Limited-purpose
_ Freestanding Birthing Center
_ Diagnostic, Treatment, or Rehabilitation Facility
_ Home Health Agency
_ Nursing Facility
Skilled and/or Intermediate Care Facility
_ Freestanding
_ Within Hospital
_ Within Retirement Community
_ Within Continuing Care Retirement Community (Sheltered Beds)
_ Skilled Rehabilitation Facility
_ State Nursing Facility
State of Georgia: Certificate-of-Need Waiver Application
July 1991
Page 3
.
_ Health Care Related Residential Facility
.
Personal Care Home
_ Facility for Traumatic Brain Injury
Residential Treatment and Rehabilitation
_ Special Care Unit
.
5. Please indicate whether any of the following SERVICES are included in this project. Check all
appropriate boxes.
-
_ Magnetic Resonance Imaging (MRl)
Obstetrics
_ Positron Emission Tomography (PET)
_ Radiation Therapy
.....
-
_ Specialized Cardiovascular
Adult Cardiac Catheterization
_ Adult Open-Heart Surgery
Pediatric Cardiac Catheterization
_ Pediatric Cardiac Surgery
6. Check the appropriate box to indicate the type of OWNERSHIP. If none of these categories
apply, please explain.
If the legal owner is different from the applicant, also identify the legal owner and all
individuals or entities who own 10 percent interest or more in the facility. Include complete
names, addresses, and telephone numbers.
Response: The legal owner is Richmond County Hospital Authority.
Tax Exempt
-X Public
X Hospital Authority
Local Government
State Government
_ Corporate
Tax Paying
_ Corporate
_ Partnership
_ Individual Ownership
State of Georgia: Certificate-of-Need Waiver Application
July 1991
Page 4
.'
.
7. If the facility will be operated by an entity other than the applicant or the legal owner, identify
the OPERA TOR and include the complete name, address, and telephone number. Also check
the appropriate box to indicate the type of operating entity. If none of these apply, please
explain.
Response: The operator will be Summit Hospital of East Georgia, Inc.
-
Tax Exempt
Public
Hospital Authority
Local Government
State Government
_ Corporate
-X.Tax Paying
-X Corporate
_ Partnership
_ Individual Ownership
8. (A) Please provide a copy of the most recent by-laws and articles of incorporation for the
legal applicant. Provide evidence of the business entity's authorization from the Secretary
of State to conduct business in Georgia.
Response: Please refer to Attachment A.
(B) Describe the existing or proposed organization and provide a copy of the organizational
chart. Explain the corporate structure and the manner in which all entities relate to the
applicant.
Response: Please refer to Attachment B.
State of Georgia: Certificate-of-Need Waiver Application
July 1991
Page 5
.
9. Individual designated to act on behalf of the owner and applicant, or, if applicable, the owner of
existing acute care hospital:
. Name: Catherine P. Slade
Title: Assistant Vice President
Address: University Hospital
- 1350 Walton Way
-
City, State, and Zip Code: Augusta. GA 30901
Telephone Number: 706/828-2490
If joint applicants, individual designated to act on behalf of operator of special care unit and joint
applicant.
Name:
Jeffrey Baillis
Assistant Secretary/General Counsel
Summit Hospital C01l'oration
5 Concourse Parkway. Suite 800
City, State, and Zip Code: Atlanta. GA 30328
Title:
Address:
Telephone Number:
770/392-1454
10. The applicant hereby certifies that the foregoing statements and all addenda or attachments
hereto are correct to the best of his or her knowledge and belief:
&n..,dd.6/M1/
Signature of Applicant 0,1 Officzal RepresentatIve
President and CEO
Typed or Printed Name and Title
November 27, 1996
Date
State of Georgia: Certificate-of-Need Waiver Application
July 1991
Page 6
.
NOV. 18. 1996 4:31PM
G ] L r /D ~ r ~,~ FO
_ lJ.._ _ ...\
NO. )149 P. 9/9
If joint applicants. the operator of the special care! unit hereby certifies th5t the foregOing statements and aU addenda or
attachments hereto are com;ct to the best of his or her knowledge and ballet
.
k-CA
Signature of App!i6ant or Official Repr~santativ8
KeJ-'" Co~ I {Je-s/cJ~i-
ryped or Printed Name and TiUa I
-
...
Data
~- / '-(V/l~
I I
Slate of Geor~b;: C:;.rt~ta-i)(-N.:ed W:;.i'l\::: AppUoUon
JU1n S91
Page J
R-95,X
404 231 4423
11-16~96 03:25PM P009 #17
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PROJECT SUMMARY
.
University Health Services, Inc. (UHS) and Summit Hospital of East Georgia, Inc. are planning to
develop a 50-bed, long-term acute care hospital, commonly referred to as an L T AC. UHS would
lease to Summit space on the seventh floor of University Hospital, which currently houses a 50-bed
nursing unit that is not being utilized. This model of care is recognized by HCF A as a "hospital
within a hospital." The planned arrangement is a cost-effective means of meeting a significant need
for long-term acute care in Richmond County and the 13 surrounding counties, referred to as the
Central Savannah River Area.
-
...
University Health Services, Inc., operates University Hospital, a 640-bed regional tertiary care
center located in Augusta, Richmond County. University and its related entities currently provide
a comprehensive range of inpatient, outpatient, and long-term care services. However, missing from
its integrated delivery system is short-term subacute care and long-term acute care. In order to treat
patients in the most appropriate and least costly level of care, all components of a continuum of care
must be available.
The availability of short-term subacute care at University has been addressed through its recent
submission of an application for an alternative delivery model for the provision of a geriatric
continuum of care. This waiver application will address the need for long-term acute care.
The long-term acute care hospital provides an alternative placement option for long-stay patients.
Lacking long-term acute services, patients often stay too long in acute care hospitals or are placed
in settings that are not designed to meet their needs. These patients are typically elderly, medically
complex, and continue to require a high level of nursing care, specialized therapies, diagnostic and
laboratory studies. When medically complex patients can be discharged to an L T AC in a timely
manner, clinical outcomes are enhanced, and overall health system cost is lower.
University, like most large tertiary hospitals in the state and throughoutthe country, has a substantial
number of long-stay patients who stay over 25 days. The large majority of these patients are
Medicare recipients for whom the hospital receives a predetermined fixed payment, regardless of
the length of stay or cost of treating the patient.
As part of its planning process, in 1994 and 1995 University undertook several studies to quantify
its need for short- and long-term acute care. These studies, based on an analysis of patients by DRG
and the experience of hospital case managers and physicians, found that the hospital generates a
significant need for both levels of care. The 1995 study focused on the subset of patients who
stayed over 25 days and would be appropriate candidates for long-term subacute care.
The following highlights the major findings of the 1995 study:
~ University had 781 patients who stayed over 25 days in 1994.
~ The average length of stay was 46.2 days.
State of Georgia: Certificate-of-Need Waiver Application
July 1991
Page 8
.
~ Long-stay patients accounted for 3.6 percent of total discharges and 25 percent of the hospital's
total patient days.
.
~ Over 50 percent of the long-stay patients were discharged home, with an additional 10 percent
to home health, indicating a lack of lower level placement options.
~ The estimated cost of caring for these patients exceeded reimbursement by over $11 million.
-
..
~ Long-stay patients would fill approximately 51 to 72 long-term subacute beds. The bed need
projections excluded 183 neonates, obstetric, psychiatric, and chronic wound discharges, since
they were not considered to be appropriate admissions for this level of care.
Figures 1 through 3 provide more detailed information regarding University's long-stay patients and
were part of the long-term hospital study. It is significant to note that the bed need estimates are
extremely conservative, since they are based only on University's experience and did not consider
referrals from any other hospitals. The closest long-term acute hospital is located in Atlanta and
there are none in South Carolina; therefore it is extremely likely that University would receive
referrals from a large geographic area.
~
University has selected Summit Hospitals, Inc., as its partner and operator of a 50-bed long-term
acute care hospital. Summit was chosen from a number of L T AC providers based on its approach
to patient care and because its mission of service to the community is most consistent with
University's.
Summit Hospital Holdings, Inc., of which Summit Hospital of East Georgia, Inc., is a subsidiary,
has been operating long-term acute care hospitals (L T AC) since February 1991. Currently, Summit
operates six long-term acute care hospitals, including Northwest Louisiana, Northeast Louisiana,
Southwest Louisiana, Central Texas, Compass Hospital of San Antonio, and Compass Hospital of
Dallas. All Summit hospitals, with the exception of Central Texas which has a scheduled survey,
are accredited by the Joint Commission on Accreditation of Healthcare Organizations (JCAHO).
The Compass hospitals, which are managed by Summit, are also scheduled for JCAHO surveys.
Summit hospitals are staffed with a multidisciplinary team of healthcare professionals, including
nurses, therapists, and physicians. A professional nursing staff experienced in care of the long-term
acute patient is on-site 24 hours each day. The acuity of care provided is evidenced by the high
level of nursing hours which averages 8 hours per day. This core team is supplemented by
additional professional staff, including respiratory therapists, physical therapists, occupational
therapists and registered dietitians. Each patient is visited regularly by a staff physician.
Access and availability of services are managed through the preadmission and admission process.
This process ensures that patients are placed in the most appropriate treatment environment. During
the intake phase, a full treatment plan is developed. After admission and upon completion of the
initial assessment, the treatment team meets and establishes the treatment plan. The team is led by
the patient's physician or by the medical director of the program, depending on the preferences of
the patient and his/her physician.
State of Georgia: Certificate-of-Need Waiver Application
July 1991
Page 9
.
.
Case management is an integral component of Summit's approach to patient care. Upon admission,
each patient is assigned a case manager who is responsible for ensuring that services are provided
in a timely and efficient manner. The case management system at Summit Hospital of East Georgia
will be integrated into the University system to ensure an integrated delivery system.
Summit ensures the provision of quality care through its continuous quality improvement plan,
quality assurance plan, and organizational performance improvement plan.
-
In summary, the development of a long-term acute care hospital within University Hospital will
complete the continuum of care necessary for an effective integrated delivery system to serve
residents of the Central Savannah River Area.
Figure 1
CHARACTERISTICS OF DISCHARGES WITH LOS >25 DAYS
1993
1994
Utilization
Discharges 800 781
Days 35,454 36,082
Percent Medicare 51.4% 60.2%
Length of stay 44.3 46.2
Charge per case (a) $75,812 $84,804
Discharge Disposition
Home 49.5% 50.2%
Expired 17.2% 19.6%
Nursing Home 16.3% 11.5%
Home Health Care 11.1% 10.5%
Other (b)
Length of Stay Range
25 through 35 days 52.7%
36 through 50 days 26.4%
Over 50 days 20.9%
SOURCE: University Hospital internal data for discharges.
(a) Compared with the hospital's average charge per case of $11,225 in
1993.
(b) Includes other facility, short-term hospital, and against medical advice.
5.9%
8.2%
51.3%
23.6%
25.1 %
State of Georgia: Certificate-of-Need Waiver Application
July 1991
Page 10
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Figure 3
1994 LONG-TERM SUBACUTE POTENTIAL
-
-
Patient Utilization Adjusted (a) Low , High
:
Discharges (b) 598
Estimated Subacute Days 21,720 14,950 20,930
Estimated Subacute ADC 59.5 41.0 57.3
Potential Subacute Beds 66 51 72
SOURCE: Hospital internal data, 1994 discharges
(a) Excludes psychiatry, substance abuse, pregnancy/childbirth, and newborns. Additional excludes chronic wounds
(DRG 263) since they are included in the short-term subacute medical model.
(b) University hospital discharges with length of stay over 25 days.
State of Georgia: Certificate-of-Need Waiver Application Page 12
July 1991
-
-
Certificate of Need Review
Waiver Application
Addendum 1: Special Care Units
-
-
The State Health Planning Agency evaluates each application for a waiver of review of a special
care unit using Rule 272-2-.01 (27)(b ) and Rule 272-2-.09(21). Document the proposed compliance
with these rules' provisions as listed below:
272-2-.01 Definitions. Amended.
(27) "Special Care Unit" means:
(b) Existing beds located within an existing acute care hospital if the existing acute care
hospital intends to have such beds classified by the federal Health Care Financing
Administration ("HCFA") as a Long-Term Care Hospital in accordance with 42 CFR
412.23( e) through operations by a person who neither owns nor operates the existing
acute care hospital. For purposed of this rule only, person shall mean any individual,
group of individuals, trust or estate, partnership, corporation (including associations,
joint-stock companies and insurance companies), state political subdivision, hospital
authority, or instrumentality (including a municipal corporation) of a state as defined in
the laws of this State. Notwithstanding any Agency rules to the ocntrary, the owner of
the existing acute care hospital and th person intending to operate such beds classified
by HCF A as a Long-Term Care Hospital shall file an application as joint applicants. For
Certificate of Need purposes, the beds will remain in the Agency's official inventory and
will be counted as acute care hospital beds within the existing acute care hospital.
292-2-.09 Standards and Criteria. Amended.
(21) Special Care Units
(a) The Agency deems that waiver of review of a special care unit as defined in 272-2-
.Ol(27)(b) is compatible with the purpose of the Healht Planning Act. A waiver
will be approved and therefore a certificate of need issued if:
(i) The applicant files a certificate of need application in the format required
by the Agency; and
Response: The waiver application form has been completed and a copy of the application has been
delivered to the Richmond County Commission's office. Verification of their receipt of the
application will be submitted under separate cover.
State of Georgia: Certificate-of-Need Waiver Application
July 1991
Page 13
.
(ii) The applicant demonstrates that it intends to meet the requirements for
classification by the Health Care Financing Administration as a Long-Term
Care Hospital in accordance with 42 CFR 412.23(e).
.
Response: The applicant will meet the Health Care Financing Administration's requirements for
classificat ion as a long term acute hospital. The operator of the proposed long-term acute care
hospital currently has operational long-term hospitals and is knowledgeable of the HCF A
requirements.
-
(b) For purposes of compliance with 272-2-.02(3) and (4), the performance standard
for special care units requires that the unit be classified by the Healthcare
Financing Administration as a Long-Term Care Hospital in accordance with 42
CFR 412.23(e) within a twelve month period from the date on which the certificate
of need is issued.
Response: Upon approval of this application, Summit Hospital of East Georgia will immediately
begin development of the long-term acute hospital so as to assure that the hospital will be classified
by the Health Care Financing Administration within the twelve-month period specified by the CON
rules.
State of Georgia: Certificate-of-Need Waiver Application
July 1991
Page 14
.
.
-
...
Attachment A
University Health Services:
Articles of Incorporation
Bylaws
Secretary of State 's Authorization
Summit Hospital of East Georgia, Inc.:
Articles of Incorporation
Bylaws
Secretary a/State's Authorization
.
-
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ARTICI.ES OF INCORPOI:ATlm.o
OF
UN IVERS fTY Ilf.AL TII SEI(VICI~~, We:.
The Ar-t:iclcs or Illcorpnr:tt:ion of t111i,vcrsicy I!c.:Jlch
Se~ices. Inc. arc as r~lluws:
I:.
The n,'lm(' of rhc: C:llrpornr:iCl1\ i.' t1r,ivC"t"::i.ey lle;'llch
Se~ic~s. Inc.
II:.
The eorpnr.'leiOll is org;'lni.7.e,d I'l.Ir::I.I.'lnr: co r.lw rro-
visions of ehe GCOq.iil nonpr.ofit: c.:o\,"?Or;1 c:i C"n COcJl~.
!II.
The corpornclon shnll.h41ve ['l('rpeeu;1l dur<ltion.
IV.
(<1) The pUt'Jlll:;C I'f. t:he corpol":ltion is co le.:J~e
and operate University 1I0spit41l and it's rC'latcd f:\ciLicies
as :10 acut'e care s;cncr:tl hospital for thC' bl.'ncfic: 0 E thl>
general public ~nd for the following ~ddic:ion~l purposes:
1. 70 provide hll~piC::ll or m~di<:;il core :lncl ~el'V-
ices and C:lI C::lt't"v Olll', dit't!ctly ot" :..ndi t"~CI'J y, n'l;luc!
healc:h C:lr~ [lIr,c" il'II:::
2. ((101m ;lncl "per:!Ce'. dirccr.l'" .,t" indirE'c:lv,
hospitals. 1a<':<JIIJ. I::II:C' [;ll'iliLil::., ~J;.lll\I':::: <:eOC<:'I'::.
and oc:her related r~cili.c:ic~:
J. To l'n'l:l<lrl: t.he deli"cL'y oE h~:l leh <::lT~ to rhe
~ener;11 Pllhlic h:' I"'nl\'idinr, :;'~I'viC",,~ .1nd n'sourees t.e
hosplc:als <lnu lHlal'L' Ia<.::,lt.h C::II'I: nl'}::lId:~;lri."ll~:: :tnu
I.. '1"" ('ll'I.r..rr1 :111 .11'h':I' :tel:: n,'l"'I'::::::rv (II' ir.l"'i-
dent:aL to chI' ;r!,(,IVl' :tnu to do l~h.1C<':V(':" ;::; u'eem-=d IIC';-
essary, useful, .,d...i~:lhle, l't" conducive. dirE'cei.\' C'r
indirccC:ly. ;{:'o ::C'l' rnreh in c:he::;c ;lrt:ic:J.I'S nf inco.;w-
rac:ion and ehe' h)'1.,~.'1;. includinb ehe cxrorc:ise of all
oche:, pO\Jer .1nu ;lltt.!lOriey en.ioyed h:, ("orpc:t'.lc:ion~ r.~n-
cr:Illy by virtuI: I'll' L1w l'rnvi ::i.on:: ~~ Lhc' C<.:orgi.: (:on-
rrofit COrI'1lr..1r:inn ('"d.: (wi l:hi.lI :llld ::lIhjn:t ::0 :he
limieilciCln:: of :'I'C'tic'l\ 501(c:)('J) ,,( eh(' fll/'C't'n.11 P.ev-
cnue Code).
(b) Tlte <:1)1'1',11:';'[. i'll! i ~ "".t ot'r..'ll! i.~,,:u :Inu :;hJ 11
noe be opcr<Jte~1 (or !.ecltni:I:':: !;:lin or pt'ofie.
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:~!:If.~' .~~~~~~~.'~';.: :"1
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:;~~:::: "~(:'~:~.~L~;~:~~'~"'~" ::':=~'~:'., ", ::.~:: ...~~~":
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che prClpercy.., or _ c.n(' c'.,rpor.,ri.on .:lnd no p.,rr. nf ie:s nee:
carnin~s sh~ll inur~ r.o thc b~ncfic: of ~ny LrUSCce or nchc~
priv~ce individw.l.
l'h~ cClrpor..,c LOll :-:h:l1 1 nevcr be auchot"-
ized co eng:1g~ il" :1 ~C'l:\'l.,r bll::i.:w::~ of oJ ~inrl ordin.'l'ily
c:ar't'ied on fot: profir. on ot" in .,IlY "Lhc-r ."1c:civicy excepc: in
fu't'theranc:e of che pl\rpo;\~(,s S C."1 J:.ed .,bn"~.
The corpo't';JCion
shall never enG~se in pror~r.~nd~. atLe~rc ~o influence leg-
ial.cion, or pnrcicip~t~ in ~ny polic:ic~l c:~mp~ien ~n hch~lf
of any candidac:e for puhlir: offic-c. nC'lr ~h.,ll .,ny p.,rc: o[
ics propercy ('Ir ;Jny J1.'Jrc of the incol:lc thercfroCl he devoc:ed
Co ~uc:h pu't'po~cs.
v.
In thl.' t:venr or tli~~olucicln or chLo; corporacion.
che 't'esidual, a;;.scc;<; '('f tht' corpor."1cton sh:111 be tUt11cd OVf':"
.' ."
to one or lllOT:e orp.ani;:~tions \lhic:h th~rn::elv(':; :Ire exe!:lpc: os
..<"
organiz~cio'n~ delAct"ihc-d j!l Section:: 501Cc:)(J) .:Jnd 170Cc)(i)
of the Internal Rev~nue Coue of lQS4 or cor~csJ1onding sec-
tions or any pt:ior or [ucurc incern~l rcvenue la\l, or co che
Fede't'al, State, ot: loci'll l;overn!:lenc for exclusive publi.c
purpose.
In che evenr. Ch3C for ;tny re:1son upon the dis$Q-
lucion of c:he corpor.1t:i'ln chc HO.:Jrd llt 1't'\\s:e:ce:; of chc cor-
pn't':lCion sh<l11 f:li.l tn .,(:1 in Lhe m.lnoct'
hC't"cin
pr('lviu,:u
\lic:hi:1 a rcal;nn.,blc rtn<:,. rhe ::;,."inr J\ld!~~
(! r r.he
!:IJ!'c:-:,C'l-:-
Courc of RichMcl:10 Cl"IlI"r.) sh.:l11 m:!k(' :<;ucI. ui.~ t.ribur: iO:1 i\S
hcr:ein provided uJ1~n the :'rrlic"C:ion or ('ne or morC' pe:-sC1~S
havin!; .:I renl inC:C'1"t.:a: in the: (,'orrClr.i\tiCln or ics ~S5ec:s.
lloC\lic:hst.:lnding any nclWl' pn,vtsinn of chC'se At"t:i.r.:1C'$. che
corpOt";Jtion shall' n('lL 1::1rry (m .'11:' Clr:h,'r .,c-rivi,cies nor: pC1"-
mir.C:f'!d co be c.':-:"i,~tl "0 .I,~' C.,) .' ('orp"l.:'ti.on cxer:'1pc: [l"'C'lr:l
fedc:-al income ~a:,-; 'lIld.;:" ::<.:<.:c:i.Cln ~Ol{(') (J) or c:he Ine:e-:-n<ll
Revcnue Code 0 r J ~:,I.. :.:. :,n,cnu,..o/. C1~" :1 c.:nr;'l::;rond in~ 1,:-0-
vieion of ..ny fat'lIt"C' [Inil"" ~';:IC:C'S InI'CI'n.,l Rc\cnue L,JIJ. 0:-
· (b) oJ (,'orpor";lc.;nll. ':"111 ,'i,l>lIlinn!: rn IJhicl1 .,rc' rlecluc::ihlc
.
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under' SccCion,! 70 k) s;:) n( r.he rnccrn., 1 r.~...(!nue Cllde of 1951.
Or' .lny ocher corrC"~flnndinl~ rrnvlsinn of ;Iny fllr.ure Uniced
SCaces incernal rcve~uC" l~w.
VI.
The afE.airs n( chc corpor;lcion ChAII h~ ll\;In.,scd hy
.'1 Boa.rd of Tru::cees.
The" m~t.hod of cll."ccion of Crusc:ees
~ha11 he as deccrminr.d h~.. rhc By-r.i\lc (1( chc corpnr:lcion.
VII.
The corporation sh~11 noc h~ve ~c~bers.
VIII.
The ini ci.~l regiccercd office of chc C"orpor.1 cion
sh.'1l1 he 1212 \.CO'l:'$:i., R.,U ro...d B.:lnk Cuildi"G. 69~ I3ro.,d
SCreec, Au~usttl, Gcorr.L, 30901. Th(! inir:i.,1 rr.r.i.~cereci
agenc or such bus-iness .!':n:t 11 he W::c:k A. ~:n n;: . .J 1" .
I;
.,/..-' IX.
...'
The""inici<11 hO<lrd of' trustees sh.:l11 consilit of
seven ~ber~ vhose nameli .:Ind'addresses tlr~:
1. T. Richard Dtlnicl
2204 Terrace Ro~d
Au~usta, Ccorp,in 30904
..
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Levi t!. Hill. rrr
J006 r.r,"nl< ford t:.,:.c
Augusta, Ccnr~i~ 1C909
C. O. 110 In::. oJ r .
3014 IIumninr-,uird L;lllC
^ur.ust:." G('('lor. i., J0906
3.
4.
?r'~nk ~. D~n~is. Jr.
2 Somt~t' $<': c: C'''ll'C
Aur,usc:t. (;('tl/'/:i:r )0909
So
Don<1ld r. llo'w':.rtl
1805 ItvrT1('S P.lI;1r1
lIorth Aur,lI!:r". SOUI'll C.'l"ol in.,
l-lil.li:Il:l If r.rlall:;. .!r.. H.fl.
JILl, 1/:111:0" H.,v
^uCu:::C." C('('\I.'j:f.:1 10C:O~
291'/,J
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70:i C.,t'v SrrC'~1
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The n..tlTle ..lOa .1ddre:>s ot cite il1c-nt"por.,c"t" of r,he
corporation 1:5:
Vyck A. Knox. J~_
1212 C~or~ta ~~ilro~d
699 Broad Street
Aueust4, Ceat'i.i~
n.~nk nuil~ing
30901' \
L..~ vi' L'
\JY~ '1-- -K/lo~: Jr.""
~ncorpor;\tor
'- .
KNOX Ii ZACKS
Attorneys at: ~,v
1212 Ceorgia r.~ilro;\d n~nk Uu11din~
699 Broad Street:
Augusta, Georg1;\ ~0901
404/724-2622
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Off'CEOf SECRETARY Of ST;\TE
~ c'
~ ::
..;: ~ 'lf~ 9'~, 0/ 9'h/c. 0/ t/<e- 9'4z/e. 0/
~~ ~~Ja>Jf/~l/ud
~",d on · dilicenl "'.reh or Ihe re"o,u...n me in Ihi. urr.ee. I find Ih,l Ihe n''''e u( 'h. (ul/owine prul'os.cd domescie
C'orpor.3Cion to \lfic
"UNIVERSITY 'HEALTH SERVICES, INC. ..
is nOI idenlic~1 wilh nr eOfl(usin!:ly liflllhr I.. II". 1I.1I11.....e '''y 1I11aC', c~islin," UUln.:'I;e or uumcllQled I)( r"'eien
eO"?Otation repslered in lhe fC(ord. u" rile ;n Ihi~ (,rrw:e Or I.. Ihe ".me or ,nr ullaer prupuscd u"me:lie 0'
domalic.led. or roreicn e~pot.liun u .J,..wn hy . .,.:rtil'i.:.t... u( Lhe s.:...'CI.ry ..r SWe herelorore i."'ed .nd
presentlye((eclr.e,
This eetlir".IC is in rull (ew.:e ....1 dr,....I,ve' rllr , pe,iuu ul .j caleou.. o"'lIlh, Jr.JO' d.le III' in".nce. A(ler Ne;,
period o( lime. lhis eCl'lirW:.le ;. vnid,
"
III r ""/\lllr-;y \\'1":lU Ill,. 11,;",., 10.'1,'11111" '.;1 "')" h""J Jnd ,,(i,,~u
I Ill,,,' ~':l' "I 1I1~' ..alC'C'. :.II flu: (":aI'lh,L lf1 III\.o CIIY II' ,\tl;JntJ, In"
d.IV ('( In Ilu.o \'e:.r ,,( (\yr I.Otl(
5lh " (~R r,i1 'I
("'" .11......,",,1 ~l"'. I ,I . ,,'J .mol I ,~"" Foul'" ~n.
"I 1'.\, I 11,1.., "",hl..'I,,"\.o III lit,. Uu.l"d ~1.lh:' "I '\m,"'c.:.J rhe T......,
"ullti."" ;.',,,
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m",y (IllS)
o tnnr^ 4.
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-
Bylaws, University Health Services, Inc.
-
-
-
-
BYLAWS
OF
UNIVERSITY HEALTH SERVICES. INC.
IncorPorated under the laws of the State of Georgia
As Adopted by the Initial Board of Trustees on
the 11th day of July, 1984
and as Amended through August 27, 1992
-
-
UNIVERSITY HEALTH SERVICES, INC.
-
B Y LAW S
TAELE OF CONTENTS
ARTICLE ONE - NAME. LOCATION AND OFFICES
PAGE
-
1
Section 1.1
Section 1.2
Section 1.3
Name
Registered Office and Agent
Other Offices
1
1
1
ARTICLE TWO - PURPOSES AND GOVERNING INSTRUMENTS
1
Section 2.1
Section 2.2
Nonprofit Corporation
Charitable, Educational, and
Scientific Purposes
Governing Instruments
1
1
Section 2.3
2
ARTICLE THREE - BOARD OF TRUSTEES
2
Section 3.1
Authority and Responsibility of
the Board of Trustees
Initial and Regular Boards of Trustees
Manner of Election and Term of Office
Removal
. Vacancies
Committees of the Board of Trustees
Compensation
Members of Richmond County Hospital
Authority as Trustees
Employees as Trustees
Medical Staff Membership
Conflicts of Interest
2
Section 3.2
Section 3.3
Section 3.4
Section 3.5
Section 3.6
Section 3.7
Section 3.8
3
4
4
4
4
4
5
Section 3.9
Section 3.10
Section 3.11
5
5
5
ARTICLE FOUR - MEETINGS OF THE BOARD OF TRUSTEES
5
Section 4.1
Section 4.2
Section 4.3
Section 4.4
Section 4.5
Section 4.6
Section 4.7
Section 4.8
Section 4.9
Section 4.10
Section 4.11
Section 4.12
Place of Meetings
Annual Meeting; Notice
Regular Meetings; Notice
Special Meetings; Notice
Waiver
Quorum
Vote Requ~red for Action
Action by 7rustees Without a Meeting
Telephone and Similar Meetings
Adj ournmen::s
Attendance at Meetings
Open Meec:ings
5
6
6
6
6
6
6
6
6
7
7
7
- i -
-
ARTICLE FIVE - NOTICE ~~D WAIVER
Section 5.1
Section 5.2
Procedure
Waiver
ARTICLE SIX - OFFICERS
Section 6.1
Section 6.2
Section 6.3
Section 6.4
Section 6.5
Section 6.6
Section 6.7
Section 6.8
Section 6.9
Section 6.10
Sec tion 6. 11
Section 6.12
Section 6.13
Number and Qualifications
Election and Term of Office
Other Agents
Removal
Vacancies
Chairman
Vice Chairman
President
Vice Presidents
Secretary
Assistant Secretaries
Treasurer
Assistant Treasurers
ARTICLE SEVEN - COMMITTEES OF TRUSTEES
Section 7.1
Section 7.2
Section 7.3
Section 7.4
Se~tion 7.5
Section 7.6
Section 7.7
Section 7.8
Executive Committees
Other Committees of Trustees
Advisory and Other Committees
Term of Appoincment
Chairman
Vacancies
Quorum
Rules
ARTICLE EIGHT - SPECIAL AND STANDING COMMITIEES
Section 8.1
Section 8.2
Section 8.3
Section 8.4
Section 8.5
Section 8.6
Section 8.7
Section 8.8
Section 8.9
Finance Committee
Building and Grounds Committee
Special Committees
Term of Appointment
Chairman, Ex Officio Members
Vacancies
Quorum
Rules
Medico-Administrative Liaison
.~~TICLE NINE - PROFESSIONAL SERVICES
Section 9.1
Seccion 9.2
Organization, Appointments and Hearings
Medical Care Evaluacion
ARTICLE TEN - VOLUNTEER SERVICES
See cion 10.1
Seecion 10.2
Seecion 10.3
Women's Board
Ocher VoJ.unceers
Clergy Scaff
PAGE
;-
7
7
7
7
8
8
8
8
8
8
9
9
9
10
10
10
10
10
11
11'
11
11
11
11
11
(
\.
12
12
12
12
12-
12
12
13
13
13
13
13
14
14
14
14
14
.
.
ARTICLE ELEVEN - CONTRACTS. CHECKS. DEPOSITS. AND FUNDS
Seccion 11.1
Sec cion 11.2
Seccion 11.3
Sec tion 11.4
Contraccs
Checks. Drafts. Moces. Etc.
Deposits
Gifts
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ARTICLE TWELVE - INDEMNIFICATION AND INSURANCE
Section 12.1
Section 12.2
Indemnification
Indemnification Not Exclusive of
Other Righcs
Insurance
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Section 12.3
ARTICLE THIRTEEN - MISCELLANEOUS
Section 13.1
Section 13.2
Section 13.3
Section 13.4
Section 13.5
Section 13.6
Section 13.7
Section 13.8
Books and Records
Open Records
Corporate Seal
Fiscal Year
Internal Revenue Code
Construction
Table of Contents; Headings
Relation to Articles of Incorporation
ARTICLE FOURTEEN - AMENDMENTS
Sec,tion 14.1
Section 14.2
Power to Amend Bylaws
Conditions
ARTICLE FIFTEEN - TAX-EXEMPT STATUS
Section 15.1
Ta-"<:-Exempt Status
ARTICLE SIXTEEN - ADOPTION OF BYLAWS
Section 16.1
Section 16.2
Adoption of Bylaws
Review and Revision
ARTICLE SEVENTEEN - REVERSION OF ASSETS
Section 17.1
Reversion of Assets
ARTICLE EIGHTEEN - FINANCIAL DISCLOSURES
Section 18.1
Financial Disclosures
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BYLAWS
OF
UNIVERSITY HEALTH SERVICES, mc.
Incoruorated under the laws or the State of Georgia
ARTICLE ONE
~ame, Location, and Offices
1.1 Name~ The name of this Corporation shall be University Health
Services, Inc.
1.2 Registered Office and Agent. The Corporation shall maintain a
registered office in the State or Georgia, and shall have a registered agent
vhose address is identical with the address of such registered office, in
accordance ~th the requirements or the Georgia Nonprofit Corporation Code.
1.3 Other Offices. The Corporation may have other orfices at such place
or plac~s, within or without the State or Georgia, as the Board or Trustees
may determine from time to time or the afrairs of the Corporation may
require or make desirable.
A...'l\TICLE TWO
Purposes and Governin~ Instruments
2.1 Nonprofit Corporation. The Corporation shall be organized and
operated as a nonprofit corporation under the provisions of the Georgia
Nonprofit Corporation Code.
2.2 Charitable, Educational, and Scientific Purposes. The~orporacion is
a voluntary association or individuals, the purposes of which, as set forth
in the articles or incorporation, are exclusively charitable, educational,
and scientific within the meaning or section 501(c)(3) of the Internal
Revenue Code. The Corporation was created to lease and operate University
Hospital and related hospital facilities in Augusta, Georgia, as an acute
care general hospital ror the benefit of the general public, and its
purposes shall include, but shall;not be limited to, the rollowing:
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(a) To provide hospital or medical care and services and to car=y out,
directly or indirectly, related health care functions;
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(b)
To own and operate, directly or indirectly, hospitals, health care
facilities, and other related facilities;
(c) To promote the delivery of health care to the gener~l public by
providing services and resources to hospitals and other health care
organizations; and
(d) To perform all other acts necessary or incidental to the above and
to do whatever is deemed necessary, useful, advisable, or conducive,
directly or indirectly, as set forth in the articles of incorporation,
and these bylaws, including the exercise of all other power and
authority enjoyed by corporations generally by virtue of the
provisions of the Georgia Nonprofit Corporation Code (~thin and
subject to the limitations of section 501-(c) (3) of the Internal
Revenue Code).
2.3 Governin~ Instruments. The Corporation shall be governed by its
articles of incorporation and these bylaws. For purposes of the articles of
incorporation and these bylaws, the term "trustee." or "trustees" or "Board
of Trustees" shall be equivalent to the cor!:esponding term "director" or
"dire~,tors" or "'Board of Directors," as provided 'in the. Georgia Nonprofit
Corporation Code.
ARTICLE THREE
Eoard of Trustees
3.1 Authority and Res~onsibilitv or the Board of Trustees.
(a) The supreme authority of the Corporation and the government and
management of the affairs of the Corporation shall be vested in
the Board of TrJstees; and all the powers, duties, and functions
of the Corporation conferred by the articles of incorporation,
these bylaws, states statutes, common law, court decisions, or
otherwise, shall be exercised, performed or controlled by,the
Board of Trustees.
(b) The governing body of the Corporation shall be the Board of Trustees.
The Eoard of Trustees shall have supervision, control and direction
of the management, affairs, and property of the Corporation; shall
determine its policies 01:" 'changes therein; and shall actively
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prosecu~e its purposes and objectives and supervise the disbursement
of its funds. The Board of Trustees may adopt, by majority Vote,
such rules and regulations for the conduct of its business and the
business of the Corporation as shall be deemed advisable, and may,
in the execution of the powers granted, delegate certain of its
authority and responsibility to an executive committee. Under no
circumstances, however" shall any actions be taken which are
inconsis~ent ~th the articles of incorporation and these bylaws
or which are inconsistent or in any way in conflict with any actions
or direc~ions of the Board of Trustees of University Health, Inc.,
a Georgia nonprofit corporation which qualifies as a public charity
for federal tax purposes; and the fundamental and basic purposes of
the Corporation, as expressed in the articles of incorporation and
these bylaws, shall not be amended or changed.
. (c)
The Board of Trustees shall not permit any par~ of the net earnings
or capital of the Corporation to inure to the benefit of any
member, director, officer, trustee, or other private person or
individual.
(d) The Board of Trus~ees may, from time to time, appoint, as advisors,
persons whose advice, assistance and support may be deemed helpful
in determining policies and formulating programs for carrying out
....;the purposes and functions of the Corporation.
(e) The Board of Trustees is authorized to .employ such person or persons,
including an executive director or officer, attorneys, trustees,
agents, and assistants, as in its judgment are necessary or desirable
for the administration and management of the Corporation, and to pay
reasonable compensation for the services performed and expenses
incurred by any such person or persons.
(f) Anything in these bylaws to the contrary notwithstanding, the
trustees of the Corporation elected after the first regular Board
of Trustees shall be appointed by the Richmond County Hospital
Authority; however, each person so appointed shall be one of three
persons nominated for such position by University Health, Inc.
University Health, Inc. shall have full power and authority to
review and approve in advance both short term and long term budgets,
capital and operating, of income and expenditures of the Corporation,
and to exercise such other supervision and control over the affairs
and property of the Corpor~tion as the Board of Trustees of
University Health, Inc. ma~ deem necessary or desirable to ens~re
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that the charitable, educational and scientific purposes and
functions of the Corporation are carried out.
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3.2 Initial and Regular Boards of Trustees. The initial trustees of the
Corporation shall be the persons whose names and addresses appear in the
articles or incorporation of the Corporation filed ~th Secretary of State
or Georgia on May 31, 1984, and who shall serve uncil a regular Board of
Trustees has been appointed by the Board of Trustees of University Health,
Inc. in the manner prescribed in Section 3.3 of these bylaws. . Succeeding
the initial trustees, the regular Board of Trustees shall consist of the
chairman and the president of the Corporation, which officers shall be
trustees by virtue of their election to such offices (~~cept that the
President shall be ex officio and shall not have a vote), together with such
other trustees as may be appointed from time to time in acc~rdance ~th
these bylaws. There shall be a minimum of sL~ (6) trustees, and a ma~imum
of twelve (12) trustees, and the Board of Trustees is authorized tofL~ by
resolution the exact number of trustees from time to time. Anything in
these bylaws to the contrary noewithstanding, at no time shall persons who
are serving from time to time as members of the Board of Trustees of the
Corporation comprise more than one-half 'of the members of the Board of
Trustees of University Health. Inc. Promptly after formation of the
Corporation, the Board of Trustees of University Health, Inc. shall appoint
a regular Board of Trustees as provided in Section 3.3 below. All persons
electe~, trustees following the election of the first regular Board of
Trustees shall be appointed by the Richmond:County Hospital Authority;
however, each such person so appointed shall be one of three persons
nominated for such position by University Health, Inc.
3.3 Manner of Appointment and Term of Office. As provided in Section 3.2
above, the regular'trustees of the Corporation shall be appointed by the
Richmond County Hospital Authority, and each trustee shall continue in
office for a term of three (3) years and thereafter until his successor
shall have been elected and qualified or until his earlier death,
resignation, retirement, disqualification, or removal. However, when the
first regular Board of Trustees is appointed as provided in Section 3.2
above, approximately one-third (1/3) of the trustees then appointed shall
serve for an initial term of one year, approximately one-third (1/3) of the
trustees then appointed shall serve for an initial term of two years, and
approximately o;~-third (1/3) of the trustees then appointed sh~ll serve for
an initial term of three Years. Thereafter, trustees shall be elected for
terms of three (3) years;" and the terms of" the trustees shall be staggered
so that the terms or not less than,approximately one-thi~d (1/3) are
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~~iring in anyone year. There shall be no, limitation on the number of
successive terms or office for which a trustee may serve; however, no
trustee shall be eligible for election or re-election to the Board of
Trustees after having attained the.. age .of seventy.-five (75) years.
3.4 Removal. Any trustee may be removed, either for or ~thout cause, by
the Board of Trustees of the Corporation or by vote of a majority of the
Board of Trustees. of the Corporation. A removed trustee's successor may be
appointed by the Richmond Couney Hospital Authority pursuant to provisions
of paragraph 3.3 above to serve the unexpired term. Failure to attend sL~ey
(60%) percent of the meetings of the Board of Trustees held in any fiscal
year of the Corporation shall operate as a tender of resignation, and such
trustee may be removed from the Board.
3.5 Vacancies. Any vacancy in the Board of Trustees arising at any time
and from any cause, including the authorization of an increase in the number
of trustees, shall be filled by appointment of the Richmond County Hospital
Authority; however, each such person so appointed shall be one of three
persons nominated for such .position by University Health, Inc. Unless
otherwise provided, each truste~ so appointed shall hold office until the
expiration or his term or the expired term of his predecessor as the case
may be or until his successor is el~cted and qualifies.
3.6 ~ Committees of the Board of Trustees. By resolution adopted by a
majority of the full Board of Trustees, the Board of Trustees may designate
from among its members one or more executive committees, each consisting or
three (3) or more. trustees, which number shall always. include the chairman
and the president of the Corporation. By resolution adopted by a majority
of trustees present at a meeting at which a qnorum is present, the Board of
Trustees may designate from among its members one or more other committees,
each consisting of t~o (2) or more trustees. Except as prohibited by law,
each committee shall have the authority as set forth in the resolution
establishing said committee. See also Article' Seven ('tCommittees of
Trusteestt) .
3.7 Comnensation. No trustee shall receive compensation for his services
as a trustee of the Corporation out may be reimbursed for his actual
expenses incurred in the performance of his duties or, in the alternative,
the trustee may elect to be reimbursed for such expenses on a per diem basis
in such amonnt as is allowed by law Ior members of a hospital authority.
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3.8 Members of Richmond County Hospital Authority as Trustees. Three
members of the regular Board of Trustees of the Corporation shall be
selected from the membership or the Richmond County Hospital Authority and
at all times, ~~cept as provided below, three members o~ the Board of
Trustees of the Corporation shall be then serving members or the Richmond
County Hospital Authority. If necessary, a member of the Board of Trustees
may be removed and a successor' elected at any t~e in order to'maintain a
board which includes three then serving members of the Richmond County
Hospital Authority. Notwithstanding the above, the requirement that three
members of the Board of Trustees of the Corporation be then serving members
or Richmond County Hospital Authority is'eA~ressly conditioned on there
being, fram time to t~e, three members of Richmond County Hospital
Authority who are willing and. able to serve as members of the Board of
Trustees of the Corporation. If at time there are less than three members
of Richmond County Hospital Authority who are willing and able to serve on
the Board of Directors, then the trustees of the Corporation shall be
required to include only as many members, if any, of Richmond County
Hospital Authority who are willing and able,. from time to time, to serve as
members of the Board of Trustees of the Corporation. Each class or the
trustees (as provided in paragraph 3.3 above) shall include one member of
the Richmond County Hospital Authority provided that at least three such
members are serving as trustees of the Corporation.
3.9 ~:;Employees as Trustees. Notwithstanding any other provision of these
byl~s to the contrary, no more than one person employed by the Corporation
or by its affiliated corporations may serve as a member of the Board of
Trustees.
3.10 Medical Staff Membership. One member of the Board .or Trustees shall
be an active member of the Medical Staff of University Hospital. The
Medical Staff shall nominate ten Cia) persons for such position to.
University Health, Inc. and University Health, Inc. shall select three (3)
of those nominees for such position.. The person who shall serve shall be
appointed by Richmond County Hospital Authority from the three nominees
.submitted by University Health, Inc.
3.11 Conflicts or Interest. The Corporation may purchase from, sell to,
borrow from, loan to. contract with or other~ise deal with any member or
organization or person with which any trustee is any way interested or
involved provided both the Corporation and the trustee comply with the
provisions of O.C.G.A. 9 31-i-74(b) and (c) as the same now exists or may
hereafter, from time to time. be amended.
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ARTICLE FOUR
Meetings of the Board of Ti:'Uste'es- .
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4.1 Place of Meetings. Meetings of the Board or Trustees may be held at
any place within or without the State of Georgia as set forth in the notice
thereof or in the event of a meeting held pursuant to waiver of notice, as
may be set forth in the waiver, or if no place is so specified, at the
principal office of the Corporation.
4.2 Annual Meeting; Notice. The annual meeting of the Boa~d of Trustees
shall be held at such place as the Board of Trustees shall determine on such
day and at such time as the Board of Trustees shall designate promptly
following the annual meeting of University Health, Inc. Unl.ess TJaived as
contemplated in Section 5.2, notice of the time and place of such annual
meeting shall be given by the secretary either personally or by telephone or
by mail or by telegram not less than ten (10) nor more than fifty (50) days
before such annual meeting.
4.3 Regular Meetings; Notice. Regular meetings of the Board of Trustees
shall be held from time to time between annual meetings at such times and at
such places as the Board or Trustees may prescribe. Notice of the time, and
place of each such regular meeting shall be given by the secretary either
personally or by telephone or by mail or by telegram not l~ss than two (2)
nor more than thirty (30) days before such regular meeting.
4.4 Special. Meetings; Notice. Special meetings of the Board of Trustees
may be called by or at the request of the chairman or the president or by
any three (3) of the trustees in office at that time. Notice of the time,
place and purpose of any special meeting of the Board of Trustees. shall be
given by the secretary either personally or by telephone. or by mail or by
telegram at least twenty-four (24) hours before such meeting.
4.5 Waiver. Attendance by a trustee at a meeting shall constitute waiver
of notice of such meeting, except where a trustee attends a meeting for the
express purpose of objecting to the transaction of business because the
meeting is not lawfully called. See also Article Five ("Notice and
Waiver").
4.6 Quorum. At meetings of the Board of Trustees, a majority of the
trustees then in office shall be necessary to constitute a quorum for the
transaction of business. In no case, however, shall less than four (u)
trustees constitute a quorum.
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4.7 Vote Required for Action. Except as otherwise provided in these
bylaws or by law. the act of a majority of trustees present at a meeting at
which a quorum is present at the time shall be the act of the Board of
Trustees. Adoption. amendment and repeal or a bylaw are provided for in
Article Fourteen of these bylaws. Vacancies in the Board of Trustees may be
filled as provided in Section 3.5 or these bylaws.
4.8 Action by Trustees Without a Meeting. Any action required or
permitted to be taken at a meeting of the Board of Trustees may be taken.
without a meeting if a consent, in writing, setting forth the action so
taken is signed by all the members of the Board of Trustees. Such consent
shall have the same force and effect as a unanimous vote at a meeting. The
signed consent. or a signed copy, shall be placed in the minute book.
4.9 Tele~hone and Similar MeetL~gs. Trustees may participate in and hold
a meeting by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can
hear each other.. Participation in such meeting shall constitute presence in
person at the meeting. except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.
4.10 Adjournments. A meeting of the Board of Trustees, whether or not a
quorum,;is present,.may be adjourned by a majority of the trustees present
to reconvene at a specific time and place. It shall not be necessary to
give notice of .the reconvened meeting or of the business to be transacted,
other than by announcement at the meeting which was adjourned. At any such
reconvened meeting at which a quorum is present, any business may be
transacted which could have been transacted. at the meeting which was
adjourned.
4.11 Attendance at Meetings. Members of the Board or Trustees shall
attend all meetings unless absence is unavoidable.
4.12 O~en Meetings. The Corporation shall comply with O.C.G.A. 9 50-14-1
et seq. (commonly known as the Sunshine Law) as the same now exists or may
hereafter, from time to time, be amended, as if the Corporation were a
hospital authority.
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ARTICLE FIVE
Notice and Waiver
5.1 Procedure. Whenever these byla~s require notice to be given to any
trustee, the notice shall be given as prescribed in Article Four. Whenever
notice is given to a trustee by mail. the notice shall be sent by
first-class mail by depositing' the same in a post office or letter box in a
postage prepaid sealed envelope addressed to the trUstee at his address as
it appears on the books of the Corporation; and such notice shall'be deemed
to have been given at the time the same is deposited in the United States
mail. Notice shall be deemed to have been given by telegram or c~~legram at
the time notice is filed ~th the transmitting agency.
5.2 Waiver. Whenever any notice is required to be given to any trustee
by la~, by the articles of incorporation, or by these byla~s. a ~aiver
thereof. in writing. signed by the trustee entitled to such notice, ~hether
before or after the meeting to ~hich the ~aiver pertains, shall be deemed
equivalent thereto.
A.:~.TI CLE SIX
Officers
6.1 ,Number and Qualifications. The executive officers of the Corporation
shall ~onsist of a chairman, one or more vice chairmen as determined or
designated by the Board of Trustees, a president, one or more vice
presidents as determined or designated by the ,Board of Trustees, a
secretary, and a treasurer. With the written approval of the Board of
Trustees of University Health, Inc.. the Board of Trustees of the
Corporation shall from time to time create and, establish the duties or such
other officers or assistant officers as it deems necessary for the efficient
management of the Corporation; but the Corporation shall not be required to
have at any time any officers other than a chairman, a president, a
secretary, and a treasurer. Any t~o (2) or more offices may be held by the
same 'person except the offices or president and secretary.
6.2 Election and Term of Office. The executive officers of'the
Corporation. including the chairman. the vice chairmen, the president, the
vice presidents, the secretary, and the treasurer, shall be elected by the
Board of Trustees of Corporation, and vhile holding such offices. the
chairman and the president shall serve as members of the Board of Trustees
of the Corporation, as provided in Article Three or these byla~s. Such
officers shall serve for terms of ' one (1) vear and thereafter until their
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successors have been elected and qualified, or until their earlier death.
resignation, removal. retirement, or disqualification. These provisions or
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the bylays shall not be deemed to prohibi~ the Board of Trustees from
entering into employment agreements with employees of the Corporation qhich
provide for terms of service of more than one (1) year or specify grounds
for removal. Any other officers or assistant officers appointed by the
Board of Trustees of the Corporation under Section 6.1 of these bylays shall
serVe at the will of the Board of Trustees of the Corporation and until
their successors have been elected and qualified, or until their earlier
death, resignation, removal, retirement, or disqualification.
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6.3 Other Agents." The Board of Trustees may appoint from time to time
such agents as it may deem necessary or desirable, each of yhom shall hold
office during the pleasure of the board, and shall have such authority and
perform such duties and shall receive such reasonable compensation, if any,
as the Board of Trustees may from time to time determine.
6.4 Removal. Any officer or agent elected or appointed by the Board of
Trustees of the Corporation may be removed by the Board of Trustees qhenever
in its judgment the best interests of the Corporation will be served
thereby. Hoyever, any such removal shall be without prejudice to the
contract rights, if any, of the officer or agent so removed.
6.5 Vacancies. A vacancy in any orr~ce arising at any time and from any
cause may be filled for the unexpired term at any meeting of the Board of
Trust~~s of the Corporation.
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6.6 Chairman. The chairman shall preside at all meetings of the Board of
Trustees. The chairman shall also serve as a member, with right to vote, of
any executive committee of the Board of Trustees and as a. voting member, ex
officio, of any and all other committees of trustees. He shall perform such
other duties and have such other authority and'powers as the Board of '
Trustees may from time to time prescribe.
6.7 Vice Chairmen. The vice chairmen, in the order or their seniority,
unless otherwise determined by the chairman or by the Board of Trustees,
shall, in the absence or disability of the chairman, perform the duties and
have the authority and exercise the payers of the chairman. They shall
perform such other duties and have such other authority and powers as the
Board of Trustees may from ti~e to time prescribe or as the chairman from
time to time delegate.
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6.8 President.' The' president shall be the chief executive officer of the
Corporation and, as such, shall exercise general supervision of all
operations and personnel of the Corporation, including determination.of
compensation to be paid any employee other than himself for services
rendered to the Corporation, subject to the control of the Board of
Trustees. The president shall also serve as a member, ~th right to vote,
of any executive c01IIIl1ittee of the Board of Trustees and as a voting member,
ex officio, of any and all other committees of trustees. The president
shall be authorized to sign checks, drafts, and other orders for the payment
of money, notes or other evidences of indebtedness issued in the name of the
Corporation. grant requests, and stat~ments and reports required'to be filed
~th state or federal officials or agencies; and the president~shall be
authorized to enter into any contract or agreement and to execute in the
corporate name, along yith the treasurer or secretary, an instrument or
other Yriting; and he shall s~e that all orders and resolutions of the Board
of Trustees are carried into effect. The president shall have the right to
supervise and direct the management and operation of the Corporation and to
make all decisions as to policy and otherwise yhich may arise betyeen
meetings of the Board of Trustees, and the other officers and employees of
the Corporation shall be under his supervision and control during such
interim. Unless otherwise determined by the chairman or by the Board of
Trustees, the president shall,. in the absence.of disability of the chairman
and all the vice chairmen. perform the duties and have the authority and
exerci~~ the payers of the chairman. The president shall perform such other
duties and have such other authority and powers as the Board of Trustees may
from time to time prescribe.
6.9 . Vice Presidents. The vice presidents, in the order of their
seniority; unless othe~~se determined by the president or by the Board of
Trustees, shall, in the absence or disability of the president, perform the
duties and have the authority and exercise the powers of the president.
They shall perform such other duties and have such other authority and
payers as the Board of Trustees may from time to time prescribe or as the
president may from time to time delegate.
6.10 Secretary.
(a) The secretary shall attend all meetings of the Board of Trustees and
record, or cause to be recorded, all votes, actions and the minutes of
all proceedings in a book to be kept for that purpose and shall
perform, or cause to be performed, like duties for the executive and
other committees when require~.
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,(b) He shall give, or cause to be given, notice of all meetings of the
Board of Trustees.
(c) He shall keep in safe custody the seal of the Corporation and, ~hen
authorized by the Board of Trustees or the chairman. affL~ it to any
instrument requiring it. When so affL~ed. it shall be attested by
his signature or by the signature of the treasurer or an assistant
secretary.
(d) He shall be under the supervision of the president. He shall perform
such other duties and have such other authority and powers as the Board
of Trustees may from time to time prescribe or as the president may
from time to time delegate.
6.11 Assistant Secretaries. The assistant secretaries, in the order of
their seniori'ty. unless otherwise determined by the president or by the
Board of Trustees. shall, in the absence of disability of the secretary,
perform the duties and have the authority, and exercise the powers of the
secretary. They shall perform. such other duties and have such other powers
as the Board of Trustees may from time to time delegate.
6.12 Treasurer.
(a) ~e treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of rec~ipts
and disbursements of the Corporation and shall deposit all monies
and other valuables in the name and to the credit of the Corporation
into depositories designated by the Board of Trustees. '
(b) He shall disburse the funds or the Corporation as ordered by the
Board or Trustees, and prepare financial statements each month or
at such other' intervals as the Board of Trustees shall direct.
(c) If required by the Board of Trustees, he shall give the Corporation
a bond (in such form, in such sum, and with such surety or sureties
as shall be satisfactory to the board) for the faithful performance
of the duties of his office and for the restoration to the Corporation,
in case of his death. resignation, retirement, or removal from office
all books, papers. vouchers. money and other property of whatever kind
in his possession or under his control belonging to the. Corporation.
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(d) He shall perform such other duties and have such other authority and'
powers as the Board of Trustees may from time to time prescribe or
as the president may from time to time delegate.
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6.13 Assistant Treasurers. ' The assistant treasurers, in the order of
their seniority, unless otherwise determined by the president or by the
Board of Trustees, shall, in the absence of disability of the treasurer.
perform the duties and have the authority and exercise the powers of the
treasurer. They shall perform such other duties and have such other powers
as the Board of Trustees may from time to time prescribe or as' the president
may from time to time delegate.
ARTICLE SEVEN
Committees of Trustees
7.1 Executive Committees. By resolution adopted by a majority of the
trustees in off'ice, the Board of Trustees may designate from among its
members one or more executive committees, each of which shall consist of
three (3) or more trustees, including the chairman and the president of the
Corporation, which executive committees, to the extent provided in such
resolution, shall have and ~~ercise the authority of the Board of Trustees
in the management of the affairs of the Corporation. However. the"
designation of such ~~ecutive committees and the delegation thereto 'of'
author~ty shall not operate to relieve the Board of Trustees. or any
individual trustee, of 'any responsibility imposed upon it or him by law.
7.2 Other Committees of Trustees. Other committees, each consisting of
~wO (2) or more trustees, not having and ~~ercisin~ the authority of the
Board of Trustees in the management of the Corporation. may be designated by
a resolution adopted by a majority of trustees present at a meeting at which
a quorum is present. Except as otherwise provided in such resolution or in
these bylaws. members of each such committee shall be appointed by the
chairman of the Corporation. Any member or any committee may be removed by
the person or persons authorized to appoint such member whenever in their
judgment the best interests of the Corporation shall be served by such
removal.
7.3 Advisory and Other Committees. The Board of Trustees may provide ror
such other committees, including committees, advisory groups, boards or
governors, etc., consisting whole or in part or persons who are not trustees
or the Corporation, as it deems necessary or desirable, and discontinue any
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such .committ'ee at its pleasure. It shall be the function and purpose of
each such committee to' advise the Board of T=ustees; and each such committee
shall have such powers and perform such specific duties or functions, not
inconsistent with the articles of incorporation'of the Corporation or these
~ylaws, as may be prescribed for it by the Board of Trustees. Appointments
to and the filling' ,of vacancies on any such other committees shall be made
by the chairman of the Corporation unless the Board of Trustees otherwise.
provides. Any action by each such committee shall be' reported to the Board
of Trustees at i~s meeting next succeeding such action and shall be subject
to control, revision, and alteration'by the Board of Trustees, provided that
no rights of third persons shall be prejudicially affected thereby.
7.4 Term of Auoointment. Each member of a committee shall continue as
such until the next annual meeting of the Board of Trustees and until his
successor is appointed, unless the committe~ shall be s~oner terminated, or
unless such member shall be removed from 'such committee, 'or unless such
member shall cease to qualify,as a member thereof. '
7.5 Chairman.
thereof.
One member of each committee shall be appointed chairwan
7.6 Vacancies. Vacancies in the'membership of any committee may be
filled by appointments made in the same manner as provided in the case or
the original appointments.
7.7 Quorum. Unless other~se provided in the resolution of the Bpard of
Trustees designating a committee, a majority of the whole committee shall
constitute' a quorum; and the act of a majority of members present at a
meeting at which..~ ~uorum. is presen~ ,~hall be the act. of, the committee.
7.8
long as
adopted
Rules. Each committee may adopt rules for its own government; so
such rules are not inconsistent with these bylaws or with rules
by the Board of Trustees~
ARTICLE EIGHT
Special and Standing Committees
8.1 Finance Committee. The chairman, with the approval of and 'after
consultation w~th the Board of Trustees, may appoint a finance committee
consisting of at least three (3) trustees or the Corporation. The finance
commit:ee shall have responsibility for the iinancial planning or the
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Corporation's affairs, including the short and long-term budgets, the
investments of funds, and distributions and disbursements of funds, and such
other corporation financial matters as may be assigned to it from time to
time. In its budgetary functions the finance committee shall administer the
development of current and long-term budgets of income and expenditures of
the Corporation, recommend such budgets for approval, and review and 'report
on actual performance against approved budgets. It shall assure. that the
accounting records, procedures, and~eports of the corporation are'adequate
to enable this committee effectively to meet its budgetary respons?ilities.
The finance committee shall have the responsibility of ensuring that
operations of the Corporation are. conducted in accordance with approved
budgets.
No personal liability shall attach to any ~embers' of the 'finance' committee
for losses, resulting from the exercise of their judgment in any decisions
affecting the finances of the Corporation or fram the exercise of their'
judgment in the purchase or sale of securities and investment of funds of
the Corporation.
8.2 Building and Grounds Committee. The chairman, with the approval of
and after consultation with the Board of Trustees, may appoint a building
and grounds committee which shall consist of at least ~NO (2) trustees or
the Corporation. The building and grounds committee shall have general
responsibility for the physical plant of University Hospital and any other
propeities and facilities owned or managed by the Corporation, as well as
any additions, .alterations, repairs, and maintenance thereto and insurance
therefor.
8.3 Soecial Committees. The chairman, with the approval of the Board of
Trustees, may appoint such other committees, sub-committees, or task forces
as may be necessary or desirable and which. are not in conflict with other
provisions of these bylaws; and the duties of any such committees shall be
prescribed by the Board or Trustees upon their appointment.
8.4 Term of Aouointment. Each member or a committee shall continue as
such until the next annual meeting of the Board of Trustees or until his
successor is appointed, unless the committee shall be sooner terminated, or
unless such member shall be removed from such committee, or unless such
member shall cease to qualify as a member thereof.
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8.5 Chairman, Ex Officio Members. One member of each committee shall be
appointed chairman thereof. The chairman may' appoint members to his
respective committee who shall be such persons (either trustees, employees
or agents of the Corporation, or other persons) as the chairman deems
appropriate for the committee. ,."
8.6 Vacancies. Vacancies in the membership of any committee may be
filled by appointments made in the same manner as provided in the case of
the original appointments.
8.7 Quorum. Unless the Board of Trustees directs otherwise, a majority
of the vhole committee shall constitute a quorum; and the act of a majority
of the members presen~ at a meeting at vhich a quorum is present shall be
the act of the committee.
8.8 'Rules. Each committee may adopt rules for its own government, so
long as such rules are. not inconsistent vith these bylavs or vith rules
adopted by the Board of Trustees.
8.9 Medico~Administrative Liaison. Effective and continuous liaison
shall be maintained among the Board of Trustees of the Corporation, the:
Board of Trustees of University Health, Inc., the Medical Staff, and the
University Hospital administration. The Board of Trustees is authorized and
empow~"red to ..implement such requirements as it deems appropriate and to
include as committee members, representatives of the Boards of Trustees of
the Corporation and University Health, Inc., Medical Staff, and University
Hospital administration. In addition, the chairman of the Board of Trustees
of University Health, Inc., or his designee, and the. president of the
Medical Staff, or his designee, shall be invited to attend the regular
meetings of the Board of Trustees and shall be invited to report on
activities and present recommendations of the Board of Trustees of
University Health, Inc. and of the Medical Staff, respectively, and shall be
invited to participate in assisting the. Boar"d of Trustees of the Corporation
to assess its goals, policies, plans and programs.'
A..~TICLE NINE
Professional Services
9.1 Organization, Annoinements, and Hearings.
(a) The Corporation shall organize the physicians and appropriate other
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pe!."S'Ons 'g-rant-eti prac'tice privileges in" University Hospital into' a
~edical staff under ~edical 'staff byla~s approved by the Corporation.
7he 'Corporat~on 'shall consider 'recommendations 'of 'the medical staff
- anti ,appoint: to the 1I1edicalstaff, 'in 'mnnbersappropriate to the
hospital1s ~eeds, physicians and 'others vho ~eet the qualifications
for ~embership as set forth in the byla~s of the medical staff.
Each ~embe!."' 'of the ,medical staff shall have approprla't,e. ,au~hority
:and responsibili:t:y for the care -of 1tis patients subject, to ,such
11.mi,tationsas arecon-tained in thes-e ,bylaws and in' the byla~s,
r.ules, and regulations fo!." the 1I1edical 'staff and subject, further,
to any limitations' attached "to his appointment.
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{b) All applications, fo!." appoin~en~ to t:he medical staff shall be in
~tingand andressed to the ~ief Executive 'Officer'or the hospital.
The applications shall contain full inrormation concerning the
applicant's education~'licensure, practice, previous hospital
ex:p-e!."ience~ and any unfavo!."ab1.~ ,history ~th regard to licensure
and hospital p!."ivileg'es. This information shall be verified by the
:Credentials Committee of the Medi-cal Staff.
'.
(c) All appointments ,to the medical staff shall be consistent with the'
~edical staff ,bylaws, renewable by ,the :Corporation pursuant 'to
fonnal reapplication.. w11:en an appointment is not 'to be renewed~ or
:.::..men priviJ..eges have heenor are proposed to 'be reduced; altered,
suspended., or 'tenninated, the staff :member shall "be.afforded the
-opportunity 'Of ':a hearing as p,rovin-ed in the 1I1edical staff byla'Ws.
Such hearing sha1.1. be condtreted -und'e!." 1J!."ocedures adopted by the
~o:r:pora.tion 'so :as ,to ensure ',due process' and 'to afford full
QPportunity 'for the presentation of all pertinent: ~nformation. '
(d) The byla~s and ruhs and regula.tions of the 1Il'edical staff will
govern the ,medical staff activities .aft-er their:approval by
the 'Corporation.
9.2 Medical ,Car~ Evaluation.
,<a) Th'e Corporation shall, in tbe ~xe:rci.se of its overall responsibility,
assign to the medical staff reasonable authority for ensuring
appropriate professional care to the hospita11s patients.
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(b)
The medical s~aff shall conduc~ an ongoing re~e~ and appraisal
of the quality of professional care rendered'in University Hospital
and shall repor~ such ac~ivities and their results to the
Corpora~ion. "
(c)
. ., " ..
The medical s~aff shall make recommenda~ions to the Corporation
concerning: (i) appointments, reappointments, and other changes
in staff s~atus; (ii) granting of clinical privileges;
(iii)~ disciplinary actions; (iv) all matters relating to.
professional competency; and, (v) such specific matters as may
be referred to it by the Corporation.
~; :.
ARTICLE TEN
Volunteer 'Services
10.1 Women's Board. The Women's Board of the University Hospital shall be
the official volunteer organization of the hospital. The Women's Board will
cause to be written a constitution and bylaws ~hich will be submitted to the
Corporation for approval, if the same differ from the constitution and
bylaws of the Women's Board in existence at the time' the lease bet>Jeen RCHA
and the Corporation becomes effective.-
10.2 Other Volunteers. ,Other volunteers will be encouraged to assist at
Unive~~ity Hospital.
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10.3 Clergy Staff. The Clergy Staff,of the Universicy Hospital shall be
the official organization of the area clergy.' Guiding policies and bylaws
of the Clergy Staff shall be submitted, to the Corporation for approval, if
the same differ from those policies and bylaws in exis~ence on the effec~ive
date, of the'aforesaid lease.
ARTICLE ELEVEN
Contracts, Checks, Deposits. and Funds
11.1 Contrac~s. The Board of Trustees may authorize any officer or
officers, agent or agents of the Corporation, in addition ,to the officers so
authorized by these bylaws, to enter into any contract or execute and
deliver any instrument in the name and on behalf of the Corporation. Such
authority must be in writing and may be general or confined to specific
instances.
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11.2 Checks; Drafts, Notes, Etc. All checks, draf~s or other' orders for
the payment of money, notes or other evidence of indebtedness issued in the
name of the Corporation shall be signed by the treasurer and countersigned
by the president or the chairman, and may be signed by such other officer or
officers, agent or agents, of the Corporation and in such'manner as may from
time to time be determined by resolution of the Board of Trustees.
11.3 Detiosits.Al1 funds of the Corporation shall be
to time to the credit of the Corporation in such banks,
other depositories as the Board of Trustees may select.
deposited from time
trust companies or
.~ .
11.4 Gifts. The Board of Trustees may accept on behalf of;the Corporation
any contribution, gift, bequest, or devise for the general purposes or for
any special purpose of the Corporation.
ARTICLE TWELVE
Indemnification and Insurance
12.1 Indemnification. In the event that any person ~o ~as or is a party
to or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, ~hether civil, criminal, ,
administrative or investigative, seeks indemnification from the Corporation
against expenses, including attorneys' fees (and in the case of actions
othe~;than those by or in the right of the Corporation, judgments, fines and
amounts paid in settlement), actually and reasonably incurred by him in
connection ~th such action, suit, or proceeding by reason of.~h~ fact that
such person is or ~as a director, officer, employee" trustee or agent of the
Corporation, or is or ~as serving at the request of the Corporation as a
director, officer, employee, trustee, or agent of another corporation,
domestic or foreign, nonprofit or for profit, partnership, joint venture,
trust, or other enteriprise, then, unless such indemnification is ordered by
a court, the Corporation shall determi~e, or cause to be determined, in the
manner provided under Georgia la~ ~hether or not indemnification is proper
under the circumstances because the person claiming such indemnification has
met the applicable standards of conduct set forth in Georgia,l~~;..and, to
the extent it is so determined that such indemnification is proper, the
person claiming such indemnification shall be indemnified to the fullest
extent no~ or hereafter permitted by Georgia la~.
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12.2 Indemnificaeion Not ~~clusive of Ocher Righes. The indemnification
provided in Seceion 12.1 above shall not be deemed ~~clusive of any other
rights to which those seeking indemnification may be eneitled under the
articles of incorporation or bylaws. or any agreement. vote of members or
disinterested trustees. or otherwise. boeh as to action in his official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director. orficer.
employee, trustee, or agent. and shall inure to the benefit of the heirs,
executors, and administrators of such a person.
12.3 Insurance. To the extent permitted by Georgia law. the Corporation
may purchase and maintain insurance on behalf of any person who is or was a
director. officer. employee, trustee. or agent of the Corp'oration~ or is or
was serving at the request of the Corporation as a director. officer,
employee. trustee. or agent of another corporation, domestic or foreign,
nonprofit or for profit, partnership. joint venture. trust or other
enterprise.
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ARTICLE THIRTEEN
Miscellaneous
13.1 Books and Records. The Corporation shall keep correct and complete
books and records or account and shall also keep minutes of the ,proceedings
of its members, Board of Trustees, and committees having any of the
authorfty of the Board of Trustees. The Corporation shall keep at its
registered or principal office a record giving the names and addresses or
the trustees.
13.2 Ooen Records. The Corporation shall comply with O.C.G.A. ~ 50-18-70
et seq. (commonly known as ehe Open Records Ace), as ehe same now exists or
may hereafter. from time to time. be amended, as if the Corporation were a
hospital authority.
13.3, Comorate Seal. The corporate seal (of which there may be one or
more exemplars) shall be in such form as the Board of Trustees may from time
to time deeermine.
13.4 Fiscal Year. The Board of Trustees is authorized to rL~ the fiscal
year or ehe Corporation and to change the same from time to time as it deems
appropriate.
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13.5 Internal Revenue Code. ' All, rererences in these byla~s to sections of
the Internal Revenue Code shall be considered references to the Internal
Revenue Code of 1954, as from time to time amended, to the corresponding
provisions of any applicable ruture United States Internal Revenue La~, and
to all regulations issued under such sections and provisions.
13.6 ConStruction.' Whenever' the cont~~t so requires, the masculine shall
include the feminine and neuter, and the singular shall include the plural,
and conversely. If any portion or these byla~s shall be invalid or
inoperative, then, so far as is reasonable and possible:
. ..- .
(a) The remainder of these byla~s shall be considered ~alid and
operative.
(b), Effect shall be given to the intent manifested by the portion held
invalid and inoperative. - .'
13.7 Table of Contents; Headings. The table of contents and headings are
for organization, convenience and clarity. In interpreting these byla~s,
they shall be subordinated in importance to the other written material.
13.8 Relation or Articles or Incorooration. These byla~s are ,subject to,
and governed by, the articles or inc~rporation.
~.'
'ARTICLE FOURTEEN'
Amendments
14.1 Po~er to Amend Byla~s. Subject to the provisions of Section 2 of
this Article, the Board of Trustees shall have the po~er to alter, amend, or
repeal these bylaws, or adopt ne~ byl~s; provided, ho~ever, that the Board
of Trustees shall have no po~er or authority to make any changes in the
byla~s ~hich would in any way diminish or derogate from the power or the
Board or Trustees or University Health, Inc., with respect to the
appointment and/or removal of trustees of the Corporation or otherwise.
14.2 Conditions. Action by the Board of Trustees with respect to bylaws
shall be taken by the affirmative vote of a majority of all trustees then
holding office. Anything in these bylaws to the contrary notwithstanding,
no action with respect to the bylaws shall be taken without the prior
written approval of the Board of Trustees of University Health, Inc.
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ARTICLE FIFTEEN
Ta."<:-Exempt S t:atus
.
1S.1 Ta."(-Exemnt Status. The affairs of the Corporation at all times shall
be conducted in such a manner as to assure its status as a "publicly
supported" organization as defined in section S09(a)(1) or section S09(a) (2)
or section 509(a) (3) of the Internal Revenue Code, and so in other ways to
qualify for exemption from tax pursuant to section 501(c)(3) of the Internal
Revenue Code.
ARTICLE SIXTEEN
Adoption of Bylaws
~~
University Health Services, Inc. was organized under the laws of the State
of Georgia on May 31, 1984. These bylaws were adopted by resolution of the
Initial Board of Trustees of the Corporation and became effective on the
11th day or July, 1984.
ARTICLE SEVENTEEN*
Reversion or Assets
17.1 ,o;Reversion of Assets to Richmond County Hospital Authority. At such
time as the lease be~~een Richmond County Hospital Authority and University
Health Services, rnc. shall terminate. the Corporation shall cause all of
its assets in existence at such time to be transferred to Richmond County
Hospital Authority or. in the event a transfer may not be accomplished
because of some legal impediment. the Corporation shall hold said assets as
the same exist at the time said lease is terminated in trust for the
exclusive benefit of University Hospital. Augusta. Georgia.
ARTICLE EIGRTEEN*
Financial Disclosures,
18.1 Financial Disclosures. Annually the Corporation shall furnish or
cause to be furnished to the Richmond County Hospital Authority, and make
available. for public inspection, a consolidated J audited, financial
statement, including the balance sheet and the profit and loss statement for
the preceding fiscal year. Such statement shall be prepared by an
independent certified public accountant. There shall he consolidated into
said financial statement the operations of University Health, Inc. and all
affiliated or subsidiary corporatlons. Moreover, there shall be furnished
to Richmond County Hospital Authority, and made available for public
inspection, periodic, consolidated finan~ial operating statements.
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*Scrivener's error in officical affienCwent.
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A1"TEST: '
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Secretary
[CORPORATE SEAL}
APPROVED: UNIVERSITY F"u\LTH SERVICES, INC.
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BY:
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Chairman
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KNOX & ZACKS
A ...,.,C.~ ~,.,..
Hay JO, 1984
Office of the" Secretary of State
Corporations Division
Floyd Towera
Plaza Level - West:
200 Piedmont Avenue, West
Atlanta, Georgia JOJJ~
Dear Sirs:
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I, Hyck A. lenox, .Jr., do hereby consent: to serve as
regisc:ered agent for the' corpor01c:ion, Universic:y Healc:h
Services, Inc., The address of said regisc:ered agent is
Suite 1212, Georgia Railroad Bank BUil~tL..in---..og. 6~9.9 Broad
Sc:reet, AUbUsta. Georgia J0901.
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BYLAWS
OF
UNIVERSITY HEALTH SERVICES, INC.
Incoruorated under the laws of the State of Georgia
Adopted by the Initital Board of Trustees on
O. ,
the 11th day of July, 1984
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UNIVERSITY HEALTH SERVICES. me.
B Y LAW S
TABLE OF CONTENTS
ARTICLE ONE - NAME, LOCATION AND OFFICES
Section 1.1
Section 1.2
Section 1. 3
Name
Registered Office and Agent
Other Offices
ARTICLE TWO - PURPOSES AND GOVERNING INSTRUMENTS
Section 2.1
Section 2.2
Section 2.3
Nonprofit Corporation
Charitable, Educational. and Scientific
Purposes
Governing Instruments
&~TICLE THREE - BOARD OF TRUSTEES
Section 3.1
~.'
Section 3.2
Section 3.3
Section 3.4
Section 3.5
Section 3.6
Section 3.7
Section 3.8
Section 3.9
Section 3.10
Section 3.11
Authority and Responsibility of t~e Board
of Trustees
Initial and Regular Boards of Trustees
Manner of Election and Term of Office
Removal
Vacancies
Committees of the Board of Trustees
Compensation
Members of Richmond County Hospital Authority
as Trustees
Employees as Trustees
Medical Staff Membership
Conflicts or Interest
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1
1
1
1
1
1
1
2
2
2
4
4
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5
5
5
6
6
6
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TABLE OF CONTENTS
(continued)
PAGE
ARTICLE FOUR - MEETINGS OF THE BOARD OF TRUSTEES
...
Section 4.1
Section 4.2
Section 4.3
Section 4.4
Section 4.5
Section 4;6
Section 4.7
Section 4~8
Section 4.9
Section 4.10
Section 4.11
Section 4.12
6
Place of Meetings
Annual Meeting; Notice
Regular Meetings; Notice
Special Meetings; Notice
Waiver
Quo1:,"UIll
Vote Required for Action
Action by Trustee Without a Meeting
Telephone and Similar Meetings
Adjournments
Attendance at Meetings
Open Meetings
7
7
7
7
7
7
8
8
8
8
8
8
ARTICLE FIVE - NOTICE AND WAIVER
Section 5.1
S_~ction 5.2
A..~TICLE SIX - OFFICERS
Section 6.1
Section 6.2
Section 6.3
Section 6.4
Section 6.5
Section 6.6
Section 6.7
Section 6.8
Section 6.9
Section 6.10
Section 6.11
Section 6.12
Section 6.13
9
Procedure
Waiver
9
9
9
Number and Qualifications
Election and Term of Office
Other Agents
Removal
Vacancies
Chair.nan
Vice Chairmen
President
Vice Presidents
Secretary
Assistant Secretaries
Treasurer
Assistant Treasurers
9
9
10
10
10
10
10
11
11
11
12
12
13
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TABLE OF CONTENTS
(continued)
PAGE
ARTICLE SEVEN - COMMITTEES OF TRUSTEES
Section 7.1
Section 7.2
Section 7.3
Section 7.4
Section 7.5
Section 7.6
Section 7.7
Section.7.8
13
Executive Committees
Other Committees of Trustees
Advisory and Other Committees
Term of Appoincment
Chairman
Vacancies
Quorum
Rules
13
13
13
14
14
14
16.
14
ARTICLE EIGRT - SPECIAL k~ STk~ING COMMITTEES
Section 8.1
Section 8.2
Section 8.3
Section 8.4
Section 8.5
Section 8.6
'S;ection 8.7
Section 8.8
Section 8.9
14
Finance Comm..i ttee
Building and Grounds Committee
Special Committees
Terw of Appoincment
Chairman, Ex Officio Members
Vacancies
Quorum
Rules
Medico-Administrative Liaison
14
15
15
15
16
16
16
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ARTICLE ~~NE - PROFESSIONAL SERVICES
Section 9..1
Section 9.2
16
Organization, Appointments and Hearings
Medical Care Evaluation
16
17
_~TICLE TEN - VOLUNTEER SERVICES
Section 10.1
S~ction 10.2
Section 10.3
18
Women's Board
Other Volunteers
Clergy Staff
18
18
18
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TABLE OF CONTENTS
(cont:inued)
PAGE
ARTICLE ELEVEN - CONTRACTS, CRECKS, DEPOSITS, AND FUNDS .
Sect:ion 11.1
Sect:ion 11.2
Sect:ion 11.3
Section 11.4
18
Contracts
Checks, Drafts, Notes, Etc.
Deposits
Gifts
18
19
19
19
ARTICt.E TWELVE - INDEMNIFICATION AJ.'ID INSURANCE
Section 12.1
Section 12.2
Section 12.3
19
Indemnification 19
Indemnification Not Exclusive 'of Other Rights 20
Insurance 20
ARTICLE THIRTEEN - MISCELLANEOUS
Section 13.1
Section 13.2
Section 13.3
:.Section 13.4
Section 13.5
Section 13.6
Section 13.7
Section 13.8
20
Books and Records
Open Records
Corporate Seal
Fiscal Year
Internal Revenue Code
Construction.
Table of Contents; Headings
Relation to Articles of Incorporation
20
20
20
20
20
21
21
21
ARTICLE FOURTEEN - AMENDMENTS
Section 14.1
Section 14.2
21
Power to Amend Bylaws
Conditions
21
21
ARTICLE FIFI'EEN - TA.1: - E..TI:MPT STATUS
Section 15.1
22
T~x - Exempt Status
22
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TABLE OF CONTENTS
(continued)
PAGE
ARTICLE SIXTEEN - ADOPTION OF BYLAWS
22
ARTICLE SEVENTEEN - REVERSION OF ASSETS
22
Section 17.1
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Reversion of Assets
22
ARTICLE EIGdI~~S - FINANCIAL DISCLOSURES
22
Section 18.1
Financial Disclosures
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3YLA~S
OF
UNIVERSITY HEALTH SERVICES, INC.
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Incorporated under the laws of the State of Georgia
ARTICLE ONE
Name, Location, and Offices
1.1 Name. The name of this Corporation shall be University Health
Services, Inc.
1.2 Registered Office and Agent. The Corporation shall maintain a registered
office in the State of Georgia, and shall have a registered agent whose
address is identical with the address of such registered office, in accordance
with the requirements of the Georgia Nonprofit Corporation Code.
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1.3 Other Offices. The Corporation may have other offices at such place or
places, within or without the State of Georgia, as the Board of Trustees may
determine from time to time or the affairs of the Corporation may require or
make desirable.
ARTICLE TWO
Purposes and Governing Instruments
2.1 NonD~ofit Corooration. The Corporation shall be organized and operated
as a nonprofit corporation under the provisions of the Georgia Nonprofit
Corporation Code.
2.2 Charitable, Educational, and .Scientific Purooses. The Corporation is a
voluntary association of individuals, the purposes of which, as set forth in
the articles of incorporation, are exclusively charitable,. educational~ and
scientific within the meeting of section 501(c)(3) of the Internal Revenue
Code. The Corporation was created to lease and operate University Hospital
and related hospital faciliti~s in Augusta, Georgia, as an acute care general
hospital for the benefit of the general public, and its purposes shall
include, but shall not be limited to, the following:
(a) To provide hospital or medical care and services and to carry out,
directly, or indirectly, related health care functions;
(b) To own and operate, directly or indirectly, hospitals, health care
facilities, and other related facilities;
(c) To promote the delivery of health care to the general public by providing
services and resources to hospitals and other health care organizations;
and
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(d) To perfo~ all ocher acts necessary or incidental to the above and to do
whatever is deemed necessary, useful, advisable, or conducive, directly
or indirectly, as set forth in che articles of incorporation and these
bylaws, including the exercise of all other power and authority enjoyed
by corporations generally by virtue of the provisions of the Georgia
Nonprofit Corporation Code (within and subject to the limitations of
seccion 501(c)(3) of the In~ernal Revenue Code).
2.3 Governin~ Instruments. The Corporation shall be governed by its articles
of incorporation and these bylaws. For purposes of the articles of
incorporation and these bylaws, the term "trustee" or "trustees" or "Board of
Trustees" shall be equivalent to the corresponding term "director" or
"directors" or lIBoard of Directors," as provided in the Georgia Nonprofit
Corporation Code..
ARTICLE THREE
Board of Trustees
3.1 Authority and Responsibility of the Board of Trustees.
(a) The supreme authority of the Corporation and the government and
management of the affairs of the Corporation shall be vested in the Board
of Trustees; and all the powers, duties, and functions of the Corporation
conferred by the articles of incorporation, these bylaws, states
. statutes, common law, court decisions, or otherwise, shall be exercised,
performed or controlled by the Board of Trustees.
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(b) The governing body of the Corporation shall be the Board of Trustees.
The Board of Trustees shall have supervision, control and direction of
the management, affairs and property .of the Corporation; shall detennine
its policies' or changes" therein; and shall actively prosecute its '
purposes and objectives and supervise the disbursement of its funds. The
Board of Trustees may adopt, by majority vote, such rules and regulations
for the conduct of its business and the business of the Corporation as
shall be deemed advisable, and' may, in the execution of the powers
granted, delegate certain of its authority and responsibility to an
executive committee. Under no circumstances, however, shall any actions
be taken which are inconsistent with the articles of incorporation and
these bylaws or which are inconsistent or in any way in conflict with
any actions or directions of the Board of Trustees of University
Health, Inc., a Georgia nonprofit corporation which qualifies as a public
charity for federal tax purposes; and the fundamental and basic purposes
of the Corporation, as expressed in the articles of incorporation and
these bylaws, shall not be amended or changed.
(c) The Board of Trustees shall not permit' any part of the net earnings or
capital of the Corporation to inure to the benefit of any member,
director, officer, trustee, or other private person or individual.
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Cd) The Board of Trustees may. from t:ime t:o t:ime.. appoint:. as advisors,
persons whose advice. assist:ance and support: may be deemed helpful in
determining policies and formulating programs for car~ing out the
purposes and functions of the Corporation.
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(e) The Board of Trustees is authorized to employ such person or persons,
including an executive director or officer, attorneys, trustees, agents,
and assistants. as in it:s judgement are necessary or desirable for the
administration and management of the Corporation, and to pay reasonable
compensation for the services performed and expenses incurred by any such
person or persons.
(f) Anything in these bylaws to the contrary no~ithstanding. the trustees of
the Corporation elected after the first regular Board of Trustees shall
be appointed by the Richmond County Hospital Authority; however. each
person so appointed shall be one of three persons nominated for such
position by University Health. Inc. University Health, Inc. shall have
full power and authority to review and approve in advance both short term
and long term budgets. capital and operating. of income and expenditures
of' the Corporation. and to exercise such other supervision and control
over the affairs and property of the Corporation as the Board of Trustees
of University Health. Inc. may deem necessary or desirable to ensure that:
the charitable. educational and scientific purposes and functions of the
Corporation are carried out.
3.2 Initial and Regular Boards of Trustees. The initial truStees of the
Corporation shall be the persons whose names and addresses appear in the
articles..of incorporation of the Corporation filed ~ith Secretary of State of
Georgia o~ May 31. 1984.. and who shall serve until a regular Board of Trustees
has been appointed by the Board of Trustees of University Health. Inc. in the
mariner prescribed ,in Section 3.3 of these bylaws. Succeeding the initial
trustees. the regular 'Board .of Trustees shall consist of the chairman and the
president of the Corporation, which officers shall 'be trustees by virtue of
their election to such offices (except that the President shall be ex officio
and shall not have a vote), together with such other trustees as may be
appointed from time to time in accordance with these bylaws. There shall be a
minimum of SL~ (6) trustees. and a maximum of ~elve (12) trustees. and the
Board o'f Trustees is authorized to fL~ by resolution the exact 'number or
trustees from time to time. Anything in these bylaws to the contrary
notwithstanding. at no time shall persons who are serving from time to time as
members of the Board of Trustees of the Corporation comprise more than
one-half of the members of the Board of Trustees of University Health, Inc.
Promptly after formation of the Corporation, the Board of Trustees of
University Health. Inc. shall appoint a regular Board of Trustees as provided
in Section 3.3 below. All persons elected trustees following the elect:ion of
the first regular Board of Trustees ~hall be appointed by the Richmond Count:y
Hospital Authority; however. each such person so appointed shall be one or
three persons nominated for such position by University Health, Inc.
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J.J Manner of Aooointmenc and Term of Office. As provided in Section 3.2
above, the,regular trustees of the Corporation shall be appointed by the
Richmond County Hospital Authority, and each trustee shall continue in office
for a term of three (3) years and thereafter until his successor shall have
been elected and qualified or until his earlier death, resignation,
retirement, disqualification, or removal. However, when the first regular
Board of Trustees is appointed as provided in Section 3.2 above, approximately
one-third (1/3) of the trustees then appointed shall serve for an initial term
of one year, approximately one-third (1/3) of the trustees then appointed
shall serve for an initial term or ~o years, and approximately one-third
(1/3) of the trustees then appointed shall serve for an initial term of three
years. Thereafter. trustees shall be elected for terms of three (3) years;
and the terms of the trustees shall be staggered so that the 'terms of, not less
than approximately one-third (1/3) are expiring in anyone year. There shall
be no limitation on the number of successive terms of office for which a
trustee may serve; however, no trustee shall be eligible for election or
re-election to the Board of Trustees after having attained the age of
seventy-five (75) years.
3.4 Removal. Any trustee may be removed. either for or without cause, by the
Board of Trustees of the Corporation or by vote of a majority of the Board of
Trustees of the Corporation. A removed trustee's successor may be appointed
by the Richmond County Hospital Authority pursuant to provisions of paragraph
3.3 above to serve the unexpired term. Failure to attend sixty (60%) percent
of the meetings of the Board or Trustees held in any fiscal year of the
Corporation shall operate as a tender of resignation, and such trustee may be
removed zrom the Board.
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3.5 Vacancies. Any vacancy in the Board of Trustees arising at any time and
from any cause, including the authorization of an increase in the number of
trustees" shall be filled by appointment of the Richmond County Hospital
Authority; however. each such person so appointed shall be one of three ~
persons nominated for such position by University Health. Inc. Unless
otherwise provided, each trustee so appointed shall hold office until the
expiration of his term or the ~~pired term of his predecessor as the case may
be or until his successor is elected and qualifies.
3.6 Committees of the Board of Trustees. By resolution adopted by a majority
of the full Board of Trustees, the Board of Trustees may designate from among
its members one or more executive committees, each consisting of three (3) or
more trustees, which number shall always include the chairman and the
president of the Corporation. By resolution adopted by a majority of trustees
present at a meeting at which a quorum is present, the Board of Trustees may
designate from among its members on~ or more other committees, each consisting
of two (2) or more trustees. Except as prohibited by law, each committee
shall have the authority as set forth in the resolution establishing said
committee. See also Article Seven ("Committees of Trustees").
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3.7 Comoensation: No trustee shall receive compensation for his se~ices as
a trustee or the Corporation but may be reimbursed for his actual expenses
incurred in the performance .of his duties or, in the alternative, the trustee
may elect to be reimbursed for such expenses on a per diem basis in such ~
amc~nt as is allowed by law for members of a hospital authoricy.
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3.8 Members of Richmond Councv Hosoical Auchoricv as Truscees. Three members
of che regular Board of Truscees of che Corpora cion shall be selecced from the
membership of the Richmond County Hospital Authority and at all times, except
as provided below. three members of the Board of Trustees of the Corporation
shall be then serving members of the Richmond County Hospital Authority. If
necessary, a member of the Board of Trustees may be removed and a Successor
elected at any time in order to maintain a board which includes three then
serving members of the Richmond County Hospital Authority. Notwithstanding
the above. the requirement that three members of the Board of Trustees of the
Corporation be then serving members of Richmond County Hospital Authority is
expressly conditioned on there being. from time to time, three members of
Richmond County Hospital Authority who.are willing and able to serve as
members of the Board of Trustees of the Corporation. If at time there are
less than three members of Richmond County Hospital Authority who ar~ willing
and able to serve on the Board of Directors, then the trustees'of the
Corporation shall be required to include only as many members, if any, of
Richmond County Hospital Authority who are willing and able, from time to
time, to serve as members of the Board of Trustees of the Corporation. Each
class of the t~stees (as provided in paragraph 3.3 above) shall include one
member of the Richmond County Hospital Authority provided that at least three
such members are serving as trustees of the Corporation.
3.9 Emoloyees as Trustees. Noewithstanding any other provision of these
bylaws to the contrary, no more than one person employed by the Corporation or
by its affiliated corporations ,may serve as a member of the Board of Trustees.
3.10 Medical Staff Membershio. One member of the Board of Trustees shall be
an active member of the Medical Staff of University Hospital. The Medical
Staff shall nominate ten (10) persons for such position to University
Health, Inc. and University Health, Inc. shall select three (3) of those
nominees for ,such position. The person who shall serve shall be. appointed by
Richmond County Hospital Authority from the three ~ominees submitted by
University Health, Inc. .
3.11 Conflicts of Interest. The Corporation may purchase from, sell to,
borro~ from, loan to, contract with or otherwise deal with any member or
organization or person with which any trustee is ,any way interested or
involved provided both the Corporation and the trustee comply with the
provisions of O.C.G.A. 3 31-7-74(b) and (c) as the same now ~~ists or may
hereafter, from time to time, be amended.
ARTICLE FOUR
Meetings of the Board of Trustees
4.1 Place of Meetings. Meetings o~ the Board of Trustees may be held at any
place within or without the State of Georgia as set forch in the notice
thereof or in the event of a meeting held pursuant to waiver of notice, as may
be set forth in the waiver, or if no place is so specified, at the principal
office of the Corporation.
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4.2 Annual Meeting; Notice. The annual meeting of the Board of Trustees
shall be held at such place as the Board of Trustees shall determine on such
day and at such time as the Board of Trustees shall designate promptly
following the annual meeting of university Health, Inc. Unless waived as
contemplated in Section 5.2, notice of the time and place of such annual
meeting shall be given by the secretary either personally or by telephone or
by mail or by telegram not less than ten (10) nor more than fifty (50) days
before such annual meeting.
4.3 Re~lar Meetings; Notice. Regular meetings of the Board of Trustees
shall be held from time to time betveen annual meetings at such times and at
such places as the Board of Trustees may prescribe. Notice of the time and
place of each such regular meeting shall be given by the secretary either
personally or by telephone or by mail or by telegram not less than ~o (2) nor
more than thirty (30) days before such regular meeting.
4.4 Special Meetings; Notice. Special meetings of the Board of Trustees may
be called by or at the request of the chairman or the president or by any
thr~e (3) of the trustees in office at that time. Notice of the time. place
and purpose of any special meeting of the Board of Trustees shall be given by
the secretary either personally or by telephone or by mail or by telegram at
least twenty-four (24) hours before such meeting.
4.5 Waiver. Attendance by a trustee at a meeting shall constitute vaiver of
notice of such meeting. except vhere a trustee attends a meeting for the
express purpose of objecting to the transaction of business because the (
meeting ~s not lawfully called. See also Article Five ("Notice and Waiverll). .
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4.6 Quorum. At meetings of the Board of Trustees, a majority of the t=ustees
then in office shall be necessary to constitute a quorum for the transaction
of business. In no case, however, shall less than four (4) trustees
constitute a quorum.
4.7 Vote Required for Action. Except as otherwise provided in these bylavs
or by la~, the act of a majority of trustees present at a meeting at ~hich a
quorum is present at the time .shall be the act of the Board of Trustees.
Adoption, amendment and repeal of a byla~ are provided for in Article Fourteen
of these byla~s. Vacancies in the Board of Trustees may be filled as provided
in Section 3.5 of these bylavs.
4.8 Action by Trustees Without a Meeting. Any action required or permitted
to be taken at a meeting of the Board of Trustees may be taken without a
meeting if a consent, in vriting, setting forch the action so taken is signed
by all the members of the Board of Trustees. Such consent shall have the same
force and effect as a unanimous vot~ at a meeting. The signed consent, or a
signed copy. shall be placed in. the minute book.
4.9 Telephone and Similar Meetings. Trustees may part~c~pate in and hold a
meeting by means of conference telephone or similar communications equi?ment
by means or ~hich all persons participating in the meeting can hear each
other. Participation in such meeting shall constitute presence in person at
the meeting, ex~ept where a person. participates in the meeting for the express
purpose of objecting to the trans~ction of any business on the ground that the
meeting is not lawfully called or convened.
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4.10 Adjournments. A meeting of the Board of Trustees, whether or not a
quorum is present, may be adjourned by a majority of the trustees present to
reconvene at a specific time and place. It shall not be necessary to give
notice of the reconvened meeting or of the business to be transacted, other
than by announcement at the meeting which was adjourned. At any such
reconvened meeting at which a quorum is present, any business may be
cransacted which could have been transacted at the meeting which was
adjourned.
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4.11 Attendance at Meetin~s. Members of the Board of Trustees shall attend
all meetings unless absence is unavoidable.
4.12 Open Meetin~s.
seq. (commonly known
hereafter, from time
hospital authority.
The Corporation shall comply with O.C.G.A. 9 50-14-1 et
as the Sunshine Law) as the same now exists or may
to time, be amended, as if the Corporation were a
ARTI CLE FIVE
Notice and Waiver
5.1 Procedure. Whenever these byl~s require notice to be given to any
trustee, the notice shall be given as prescribed in Article Four. Whenever
notice is given to a trustee by mail, the notice shall be sent by first-class
mail by depositing the same in a post office or letter box in a postage
prepaid sealed envelope addressed to the trustee at his address as it appears
on the books of the Corporation; and such notice sha~ be deemed to have been
given atd:he time the same is deposited in the United States mail. Notice
shall be deemed to have been given by telegram or cablegram at the time notice
is filed with the transmitting agency.
5.2 Waiver.,.. Whenever any notice is required to be. given to any trustee by
law, by the articles of incorporation, or by these bylaws, a waiver thereof.
in writing. signed by the trustee entitled to such notice. whether before or
after the meeting to which the waiver pertains, shall be deemed equivalent
thereto.
ARTICLE SL'"{
Officers
6.1 Number and Qualifications. The executive officers of the Corporation
shall consist of a chairman, one or more vice chairmen as determined or
designated by the Board of Trustees, a president, one or more vice presidents
as determined or designated by the Board of Trustees. a secretary, and a
treasurer. With the written approval of the Board of Trustees of University
Health, Inc., the Board of Trustees of the Corporation shall from time to time
create and establish the duties of such other officers or assistant officers
as it deems necessary for the efficient management of the Corporation; but the
Corporation shall not be required to have at any time any officers other than
a chairman, a president, a secretary, and a treasurer. Any two (2) or more
offices may be held by the same person except the offices of president and
secretary.
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6.2 Election and Te~ of Office. The executive officers of the Corporation,
including the chairman. the vice chairman. the president, the vice presidents,
the secretary, and the treasurer, shall be elected by the Board of Trustees of
Corporation. and ~hile holding such offices. the chairman and the president
shall serve as members of the Board of Trustees of the Corporation, as
provided in Article Three of these bylaws. Such officers shall serVe for
terms of one (1) year and thereafter until their successors have been elected
and qualified, or until their earlier death, resignation, removal, retirement,
or disqualification. These provisions of the bylaws shall not be deemed to
prohibit the Board of Trustees from entering into employment agreements ~ith
employees of the Corporation which provide for terms of service of more than
one (1) year or specify grounds for removal. Any other officers or assistant
officers appointed by the Board of Trustees of the Corporation under Section
6.1 of these bylaws shall serve at the will of the Board of Trustees of the
Corporation and until their successors have been elected and qualified, or
until their earlier death, resignation, removal. retirement, or
disqualification.
6.3 Other Agents. The Board of Trustees may appoint from time to time such
agents as it may deem necessary or desirable. each of whom shall hold office
during the pleasure of the board, and shall have such authority and perform
such duties and shall receive such reasonable compensation, if any, as the
Board of Trustees may from time to time determine.
6.4 Removal. Any officer or agent elected or.appointed by the Board of
Trustees of the Corporation may be removed by the Board of Trustees whenever
in its j~dgment the best interests of the Corporation will be served thereby.
However,""'any such removal shall be without prejudice to the contract rights,
if any, of the officer or agent so removed.
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6.5 Vacancies. A vacancy in any office. arising at any time and from any
cause may be filled for the unexpired term at any meeting or the Board of
Trustees of the Corporation.
6.6 Chairman. The chairman shall preside at all meetings of the Board or
Trustees. The chairman shall also serve as a member. with right to vote, or
any executive committee of the Board of Trustees and as a voting member, ex
officio, of any and all other committees of trustees. He shall perform such
other duties and have such other authority and powers a~ the Board ot Trustees
may from time to time prescribe.
6.7 Vice Chai~en. The vice chairmen, in the order of their seniority,
unless otherwise determined by the chairman or by the Board of Trustees,
shall, in the absence or disability of the chairman, perform the duties and
have the authority and exercise the ~owers of the chairman. They shall
perform such other duties and have such. other authority and powers as the
Board of Trustees may from time to time prescribe or a~ the chairman from time
to time delegate.
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6.8 Presidenc. The president shall be che chief executive officer of the
Corporation and, as such, shall exercise general supervision of all operations
and personnel of the Corporation, including determination of compensation to
be paid any employee other than himself for services rendered to the
Corporation, subject to the control of che Board of Trustees. The president
shall also serve as a member, ~ith right to vote, of any executive committee
of the Board of Trustees and as a.voting member, ex officio, of any and all
other committees of trustees. The. president shall be authorized to sign
checks, drafts, 'and other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the Corporation, grant
requests, and statements and reports required to be filed ~ithstate or
federal officials or agencies; and the president shall be authorized to enter
into any contract or agreement and to execute in the corporate name, along
with the treasurer or secretary, an instrument or other vriting; and he shall
see that all orders and resolutions of the Board of Trustees are carried into
effect. The president shall have the right to supervise and direct the
management and operation of the Corporation and to make all decisions as to
policy and othe~ise ~hich may arise between meetings of the Board of
Trustees, and the other officers and employees of the Corporation shall be
under his supervision and control during such interim. Unless otherJise
determined by the ~hairman or by the Board of Trustees, the president shall,
in the absence or disability of the chairman and all the vice chairmen,
perform the duties and have the authority and exercise the po~ers of the
chairman. The president shall perform such other duties and have such other
authority and po~ers as the Board of Trustees may from time to time prescribe.
6.9 Vice Presidents. The ~ce presidents. in the order of their seniority.
unless otherJise determined by the president or by the Board of Trustees,
shall, in the absence or disability of the president. perform the duties and
have the authority 'and exercise the poqers of the president. They shall
perform such other duties and have 'such other authority and poqers as the
Board of Trustees may from time to time prescribe or as the president may from
time to time delegate.
6.10 Secretary.
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(a) The secretary shall attend all meetings of the Board of Trustees and
re'cord, or cause to be recorded, all votes, actions and the minutes of
all proceedings in a book to be kept for that purpose and shall perform,
or cause to be performed. like duties for the executive and other
committees ~hen required.
(b) He shall give, or cause to be given, notice of all meetings of the Board
of Trustees.
(c) He shall keep in safe custody the seal of the Corporation and, ~hen
authorized by the Board of Trustees or the chairman, affLx it to any
instrument requiring it. When so affixed, it shall be attested by his
signature or by the signature of the treasurer or an assistant secretary.
Cd) He shall be under the supervision of the president. He shall perfo~
such ocher duties and have such other authority and povers as the Board
or Trustees may from time to time prescribe or as the president may :rom
time to time delegate. A
6.11 Assistanc Secrecaries. The assistanc secrecaries, in che order or
seniority, unless otherwise determined by the president or by the Board
Truscees, shall, in the absence or disability of the secretary, perform
duties and have the authority and exercise che po~ers of the secretary.
shall perform such other duties and have such other po~ers as the Board
Trustees may from time to time delegate.
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6.12 Treasurer.
(a) The treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation and shall deposit all monies and other
valuables in the name and to the credit of the Corporation into
depositories designated by the Board of Trustees.
(b) He shall disburse the funds of the Corporation as ordered by the Board of
Trustees, and prepare financial statements each month or at such other
intervals as the Board of Trustees shall direct.
(c) If required by the Board of Trustees, he shall give the Corporation 'a.
bond (in such form, in such sum, and ~ith such surety or sureties as'
shall be satisfactory to the board) for the faithful performance of" the
duties of his office and for the restoration to the Corporation; in case
of his death, resignation, retirement, or removal from office all books,
papers, vouchers, money and other property of whatever kind in his
possession or under his control belonging to' the Corporation. ('-'
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(d) He shall perform such other duties and have such other authority and
powers ,as the Board of Trustees may from time to time prescribe or as the j
president may from time to time delegate.
6.13 Assistant Treasurers. The assistant treasurers, in the order of their
seniori~y, unless otherwise determined by the president or by the Board of
Trustees, shall, in the absence or disability of the treasurer, perform the
duties and have the authority and exercise the powers of the treasurer. They
shall perform such other duties and have such other powers as the Board of
Trustees may from time to time prescribe or as the president may from time to
time delegate.
ARTICLE SEVEN
Committees of Trustees
7.1 Executive Committees. By resolution adopted by a majority of the
trustees in office, the Board of Truscees may designate from among its members
one or more executive committees, each of which shall consist of three (3) or
more trustees, including the chairman and the president of the Corporation,
which executive committees, to the extent provided in such resolution, shall
have and exercise the authority of the Board of Trustees in the management or
the affairs of the Corporation. However, the designation of such ~xecutive
committees and the delegation thereto of authority shall not operate to
relieve the Board of Trustees, or.any individual trustee, or any
responsibility imposed upon it orA him by la~.
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7.2 Other Committees of T~ustees. Other committees, each consisting of t~o
(2) or more trustees, not having and exercising the authority of the Boa~d of
Trustees in the management of the Corporation, may be designated by a
resolution adopted by a majority of trustees present at a meeting at ~hich a
quorum is present. Except as otherwise provided in such resolution or in
these byla~s, members of each such committee shall be appointed by the
chairman of the Corporation. Any member of any committee may be removed by
the person or persons authorized to appoint such member ~henever in their
judgement the best interests of 'the Corporation shall be served by such
removal.
7.3 Advisory and Other Committees. The Board of Trustees may provide for
such other committees, including committees, advisory groups, boards of
governors, etc., consist~g whole or in part of persons ~ho are not trustees
of the Corporation, as it deems necessary or desirable, and discont~ue any
such committee at its pleasure. It shall be the function and purpose of each
such committee to advise the Board of Trustees; and each such committee shall
have such powers and perform such specific duties or functions, not
inconsistent with the articles of incorporation of the Corporation or these
bylaws, as may be prescribed for it by the Board of Trustees. Appointments to
and the filling of. vacancies on any such other committees shall be made by the
chairman of the Corporation unless the Board of Trustees otherwise provides.
Any action by each such committee shall be reported to the Board of Trustees
at its meeting n~~t succeeding such action and shall be subject to control,
revision, and alteration by the Board of Trustees, provided that no rights of
third persons shall be prej udicially affected thereby.
7.4 Term of ADDointment. Each member of a committee shall continue as such
until the next annual meeting of the Board of Trustees and until his .successor
is appointed, unless the committee shall be sooner terminated, or unless such
member shall be removed from such committee, oruUless such member shall cease
to qualify as a member thereof.
7.5 Chairman. One member of each committee shall be appointed chairman
thereof.
7.6 Vacancies. Vacancies in the membership of any committee may be filled by
appointments made in the same manner as provided in the case of the original
appointments.
7.7 Quorum. Unless otherwise provided in the resolution of the Board of
Trustees -designating a committee, a majority of the whole committee shall
constitute a quorum; and the act of a majority of members present at a meeting
at ~hich a quorum is present shall be the act of the committee.
7.8 Rules. Each committee may adopt -rules for its own gove~ent, so long as
such rules are not inconsistent with these bylaws or with rules adopted by the
Board of Trustees.
ARTICLE EIGHT
Special and Scanding Commiccees
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8.1 Finance CommiCtee. The chairman, ~ich che approval of and afcer
consulcacion wich che Board of Trustees, may appoinc a finance commiCtee
consisting of at least three (3) trustees of the Corporation. The finance
commictee shall have responsibilicy for the financial planning of the
Corporation's affairs, including the short and long-term budgets, che
investmencs of funds, and distribucions and disbursements of funds, and such
other corpora cion financial matters as may be assigned to ic from time to
time. In its budgetary functions the finance committee shall administer the
development of current and long-term budgets of income and expenditures of the
Corporation. recommend such budgets for approval, and review and report on
actual performance against approved budgets. It shall assure that the
accounting records, procedures. and reports of the corporation are adequate to
enable this committee effectively to meet its budgetary responsibilities. The
finance committee shall have the responsibility of ensuring that operations of
the Corporation are conducted in accordance with approved budgets.
No personal liability shall attach to any members of the finance committee for
losses resulting from the exercise of their judgment in any decisions
affecting the finances of the Corporation or from the exercise or their
judgement in the purchase or sale of securities and investment of funds of the
Corporation.
8.2 Building and Grounds Committee. The chairman. with the approval of and (
after c~nsultation with the Board of Trustees, may appoint-a bu~ding and
grounds. committee which shall consist of at least two (2) trustees of the
Corporation. The bu~ding and grounds committee shall have general
responsibility for the physical plant of University Hospital and any other
properties and facilities owned or managed by the Corporation, as well as any
additions, alce~ations, repairs, and maintenance thereto and insurance
thereof.
8.3 Special Committees. The chairman. with the approval of the Board of
Trustees, may appoint such other committees, sub-committees, or task forces as
may be necessary or desirable and which are not in conflict with other
provisions of these bylaws; and the duties of any such committees shall be
prescribed by ,the Board of Trustees upon their appointment.
8.4 Term of Aopointment. Each member of a committee shall continue as such
until the next annual meeting of the Board of Trustees or until his successor
is appoinced, unless the committee shall be sooner terminated. or unless such
member shall be removed from such commitcee, or unless such member shall cease
Co qualify as a member thereof. '
8.5 Chairman, ~~ Officio Members. One member of each commitcee shall be
appointed chairman thereof. The chairman may appoint members co his
respective commitcee who shall be such persons (either trustees, employees or
agents of the Corporation, or other persons) as the chairman deems appropriate
for the committee.
8.6 Vacancies. Vacancies in th~membership of any committee may be filled by
appointments made in the same manner as provided in the case of the original
appoint~encs.
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8.7 Ouorum. Unless the Board of Trustees directs otherwise. a majority of
the ~hole committee shall constitute a quorum; and the act or a majority of
the members present at a meeting at ~hich a quorum is present shall be the act
of the committee.
8.8 Rules. Each committee may adopt rules for its own government. so long as
such rules are not inconsistent ~ith these bylaws or ~ith rules adopted by the
Board of Trustees.
8.9 Medico-Administrative Liaison. Effective and continuous liaison shall be
maintained among the Board of Trustees of the Corporation. the Board of
Trustees of University Health, Inc., the Medical Staff. .and the University
Hospital administration. The Board of Trustees is authorized and empowered to
implement such requirements as it deems appropriate and to include as
committee members representatives of the Boards of Trustees of the Corporation
and University Health, Inc., Medical Staff, and University Hospital
administration. In addition. the chairman of the Board of Trustees of
University Health, Inc., or his designee, and the President of the Medical
Staff, or his designee, shall be invited to attend the regular meetings of the
Board of Trustees and shall be invited to report on activities and present
recommendations of the Board of Trustees of University Health. Inc. and of the
Medical Staff. respectively. and shall be invited to participate in assisting
the Board of Trustees of the Corporation to assess its goals, policies. plans
and programs.
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ARTICLE NINE
Professional Services
9.1 Organization, Appointments. and Hearin~s.
(a) The Corporation shall organize the physicians and appropriate other
persons granted practice privileges in University Hospital into a medical
staff under medical staff byla~s approved by the Corporation. The
Corporation shall consider recommendations of the medical staff and
appoint to the medical staff. ~n numbers appropriate to the hospital's
needs. physicians and others who meet the qualifications.for membership
as set forth in the bylaws of the medical staff. Each member of the
medical staff shall have appropriate authority and responsibility for the
care of his patients subject to such limitations as are contained in
these bylaws and in the bylaws. rules. and regulations for the medical
staff and subject, further, to any limitations attached to his
appointment.
(b) All applications for appointmen~ to the medical staff shall be in ~~iting
and addressed to the Chier Executive Officer or the hospital. The
applications shall contain full information concerning the applicant's
education. licensure. practice, previous hospital experience, and any
unfavorable history with regard to licensure and hospital privileges.
This information shall be verified by the Credentials Committee of t~e
Medical Staff.
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Cc) All appointments to the medical staff shall be consistent ~ith the
medical scaff bylaws, renewable by the Corporation pursuant to formal
reapplication. When an appointment is not to be renewed, or when
privileges have been or are proposed to be reduced, altered. Suspended,
or te~nated, the staff member shall be afforded the opportunity of a
hearing as provided in the medical staff bylaws.
Such hearing shall be conducted under procedures adopted by the
Corporation so as to ensure due process and to afford full opportunity
for the presentation of all pertinent information.
Cd) The bylaws and rules and regulations of the medical staff will govern the
medical staff activities after their approval by the Corporation.
9.2 Medical Care Evaluation.
Ca) The Corporation shall, in the exercise of its overall responsibility,
assign to the medical staff reasonable authority for ensuring appropriate
professional care to the hospital's patients.
(b) The medical staff shall conduct an ongoing review and appraisal of th~_,
quality of professional care rendered in University Hospital and shall
report such activities and their resul~s to the Corporation.
(c) The medical staff shall make recommendations to the Corporation
concerning: (i) 'appointments, reappointments, and other changes in staff
st~fus; (ii) granting of clinical privileges; (iii) disciplinary actions;
(iv) all matters relating to professional competency; and (v) such
specific matters as may be referred to it by the Corporation.
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ARTI CLE TEN ,
Volunteer Services
10.1 Women's Board. The Women's Board of the University Hospital shall be the
official volunteer organization of the hospital. The Women's Board will cause
to be ~itten a constitution and bylaws which will be submitted to the
Corporation for approval, if the same differ from the constitution and bylaws
of the Women's Board in existence at the time the lease between RCEA and the
Corporation becomes effective.
10.2 Other Volunteers. Other volunteers will be encouraged to assist at
University Hospital.
10.3 Clergy Staff. The Clergy Staff of the University Hospital shall be the
official organization of the area clergy. Guiding policies and bylaws of the
Clergy Staff shall be submitted to the Corporation for approval, if the same
differ from those policies and bylaws in existence on the effective date of
the aforesaid lease.
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ARTICLE ELEVEN
Contracts, Checks. Deposics, and Funds
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11.1 Contracts. The Board of Trustees may authorize any officer or officers,
agent or agencs of ehe Corporation, in addition Co che officers so authorized
by these byla~s, to enter into any contract or execuCe and deliver any
inserumenc in the name and on behalf of the Corporation. Such authority muse
be in ~iting and may be general or confined to specific instances.
11.2 Checks, Drafes, Noees, Etc. All checks, drafts or other orders for the
payment of money, notes or other evidence of indebtedness issued in the name
of the Corporation shall be signed by the treasurer and countersigned by the
presidene or the chairman. and may be signed by such other officer or
officers. agent or agents. of the Corporation and in such manner as may from
time to time be determinE:d by resolution of the Board of Trustees.
11.3 Deposits. All funds of the Corporation shall be deposited from time to
time to the credit of the Corporation in such banks. trust companies or other":
depositories as the Board of Trustees may sele~t.
11.4 Gifes. The Board of Trustees may accept on behalf of the Corporation any
contribution, gift, bequest. or devise for the general purposes or for any
special purpose of the Corporation.
ARTICLE IWELVE
Indemnification and Insurance
0_"; .
12.1 Indemnification. In the event that any person ~ho was or is a party to
or is threatened,to be made a party to any threatened. pending or completed
acti~n, suit or proceeding;'~hether civil, criminal, administrative or
investigative, seeks indemnification from the Corporation against expenses,
including attorneys' fees (and in the case of actions other than those by or
in the right of the Corporation. judgments, fines and amounts paid in
settlement), actually and reasonably incurred by him in connection with such
action, suit, or proceeding by reason of the fact that such person is or yas a
'director, officer, employee, trustee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer. employee,
trustee, or agent of another corporation, domestic or foreign, nonprofit or
for profit, partnership, joint venture, trust, or other enterprise" then,
unless such indemnification is ordered by a court, the Corporation shall
determine, or cause to be determined, in the manner provided under Georgia la~
~hether or not indemnification is proper under the circumstances because the
person claiming such in~emnification has met the applicable standards of
conduct set forth in Georgia la~; and, to the extent it is so determined that
such indemnification is proper, the;person claiming such indemnification shall
be indemnified to the fullest extent no~ or hereafter permitted by Georgia
la~.
12.2 Indemnification Not Exclusive of Other Rights. The indemnification
provided in Section 12.1 above shall not be deemed exclusive of any other
rights to which those seeking indemnification may be entitled under the
articles or incorporation or byla~s, or any agreement, voce of members or
disinteresced crustees, or otherw~se, boch as to action in his official
.
.
capacicy and as co action in anocher capacicy while holding such office, and
shall concinue as co a person who has ceased co be a director, officer,
employee, trustee, or agent, and shall inure to the benefic of the heirs,
executors, and administrators of such a person;
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12.3 Insurance. To the extent permitted by Georgia law, the Corporation may
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee, trustee, or agent of che Corporation, or is or
~as serving at the request of the Corporation as a director, officer,
employee, trustee, or agent of another corporation, domestic or foreign,
nonprofit or for profit, partnership., joint venture, trust or other
enterprise.
ARTICLE THIRTEEN
Miscellaneous
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13.1 Books and Records. The Corporation shall keep correct and complete books
and records of account and shall also keep minutes of the proceedings of its
members, Board of Trustees, and committees having any of the authority of the
Board of Trustees. The Corporation shall keep at its registered or principal
office a record giving the names and addresses of the trustees.
13.2 Open Records. The Corporation shall comply with O.C.G.A. 9 50-18-70 et
seq. (commonly known as the, Open Records Act) as the same now exists or may
hereafter, from time to time, be amended, as if the Corporation ~ere a
hospitaL: authority.
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13.3 Comorate Seal. Tne corporate seal (of ~hich there may be one. or more
exemplars) shall be in such form as the Board of Trustees may from time to
time determine.
13.4 Fiscal Year. The Board of Trustees is authorized to fix the fiscal year
of the Corporation and to change the same from time to time as it deems
appropriate.
13.5 Internal Revenue Code. All references in these bylaws to sections of the
Internal Revenue Code shall be considered references to the Internal Revenue
Code of 1954, as from time to time amended, to the corresponding provisions of
any applicable future United States Internal Revenue Law, and to all
regulations issued under such sections and provisions.
13.6 Construction. Whenever the context so requires, the masculine shall
include the feminine and neuter, an4 the singular shall include the plural,
and conversely. If any portion of these bylaws shall be invalid or
inoperative, then, so far as is reasonable and possible:
(a) The remainder of these bylaws shall be considered valid and operative.
(b) Effect shall be given to the intent manifesced by the portion held
invalid and inoperative.
13.7 Table of Contents; Headings. 4 The
organizacion. convenience and clarity.
shall be subordinated in importance to
table of contents and headings are for
In interprecing these bylaws, they
the ocher written material.
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13.8 Relation of Arcicles of Incorporacion. These byla~s are subject to, and
governed by, the articles or incorporation.
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ARTICLE FOURTEEN
Amendments
14.1 Power to Amend Bylaws. Subject to the provisions" of Section 2 of this
Article, the Board of Trustees shall have the power to alter, amend, or repeal
these byla~s, or adopt new bylaws; provided. ho~ever, that the Board of
Trustees shall have no power or authority to make any changes in the bylaws
which would in any way diminish or derogate from the power of the Board of
Trustees of University Health, Inc.. with respect to the appointment and/or
removal of trustees of. the Corporation or otherwise.
14.2 Conditions. Action by the Board of Trustees with respect to bylaws shall
be taken by the affirmative vote of a majority of all trustees then holding
office. Anything in these bylaws to the contrary notwithstanding, no action
with respect to the bylaws shall be taken without the prior written approval
of the Board of Trustees of University Health, Inc.
ARTICLE FIFTEEN,
Tax-Exempt Status
15.1 Tax-ExemPt Status. The affairs of the Corporation at all t~es shall be
conducted in such a manner as to assure its status as a "publicly supported"
organiza~ion as defined ~ section 509(a)(1) or section 509(a)(2) or section
509(a)(3) of the Internal Revenue Code, and so in other ways to qualify for
exemption from tax pursuant to section "SOl(c) (3) of the Internal Revenue Code.
ARTICLE SIXTEEN
Adoption of Bylaws
16.1 AdOPtion of Bylaws. University Health Services, Inc. was organized under
the la~s Ot the State of Georgia on May 31, 1984. These byla~s were adopted
by resolution of the Initial Board of Trustees of the Corporation and became
effective on the 11th day of July, 1984.
16.2 Review and Revision. No less than every three years the Executive"
Committee or another designated committee of the Board of Trustees shall
review these bylaws and propose, as appropriate, revisions for adoption
pursuant to Article Fourteen of these byla~s.
ARTICLE SEVENTEEN*
Reversion of Assets
17.1 Reversion of Assets to Richmond County Hospital Authority. At such time
as che lease between Richmond County Hospital Authority and University Health
Services, Inc. shall terminate. the Corporation shall cause all of its assets
in exiscence a: such time to be transferred to Richmond County Hospital
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Au~hority or. in the event a transfer may not be accomplished because of Some
legal impediment. the Corporation shall hold said assets as the same exist at
the time said lease is terminated in trust for the exclusive benefit of
University Hospital. Augusta, Georgia.
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ARTICLE EIGHTEEN*
Financial Disclosures
18.1 Financial Disclosures. Annually the Corporation shall furnish or cause
to be furnished to the Richmond County Hospital Authority, and make available
for public inspection, a consolidated, audited, financial statement, including
the balance sheet and the profit and loss statement for the preceding fiscal
year. Such statement shall be prepared by an independent certified public
accountant. There shall be consolidated into said financial statement the
operations of University Health. Inc. and all affiliated or subsidiary
corporations. Moreov.er, there shall be furnished to Richmond County Hospital
Authority, and made available for public inspection. periodic, consolidated
financial operating statements.
*Scrivener's error in official amendment.
':..'
APPROVED: UNIVERSITY HEALTH SERVICES, INC.
(
BY: original cony signed
Chairman
ATTEST:
original cony signed
Secretary
(CORPORATE SEAL]
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Secretary of State's Letter, University Health Services, Inc.
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Bylaws and Secretary of State's letter, Summit Hospital of East Georgia, Inc.
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ARTICLES OF INCORPORATION OF
SUMMIT HOSPITAL OF EAST GEORGIA, INC.
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The name of the corporation is "Summit Hospital of East
Georgia, Inc." (herein referred to as the "Corporation").
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2 .
The corporation shall have authority to issue not more than
10,000 shares of common stock, each of $0.01 par value. Each share
of common stock shall have one (1) vote on each matter submitted to
a vote of the shareholders of the corporation. The holders of
shares of common stock shall be entitled to receive, in proportion
to the number of shares of common stock held, the net assets of the
corporation upon dissolution.
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3 .
The initial registered office of the Corporation shall be at
5 Concourse Parkway, suite 800, Atlanta, Fulton county, Georgia
30328-6111. The initial registered agent of the Corporation shall
be Jeffrey S. Baillis. The mailing address of the initial
principal office of the Corporation shall be at 5 Concourse
Parkway, suite 800, Atlanta, Fulton County, Georgia 30328-6111.
4.
The initial Board of Directors shall consist of three (3)
members who shall be Rembert T. Cribb, Michael E. Fitzgerald and
Ken Couch.
5.
The directors of the Corporation shall be indemnified by the
Corporation to the full extent provided by Part 5 of Article 8 of
the Georgia Business corporation Code.
6.
The directors of the corporation shall have no personal
liability to the Corporation or its shareholders for monetary
damages for breach of duty of care or other duty as a director
resulting from any act or omission, other than personal liability
of a director for:
(a) any appropriation, in violation of his duties, of any
business opportunity of the Corporation;
(b) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law;
(c) the types of liability set forth in Georgia Business
Corporation Code section 14-2-832; or
(d) any transaction from which the director derived an
improper personal benefit.
F:\DOC\LWP\19291
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7.
The name and address of the incorporator is Jeffrey S.
Baillis, 5 Concourse Parkway, suite 800, Atlanta, Fulton County,
Georgia 30328-6111.
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8 .
No holder of the stock of the corporation shall be entitled,
as a matter of right by virtue of holding such stock, to purchase,
subscribe for or otherwise acquire: (i) any new or additional
shares of stock of the corporation of any class; or (ii) any
options or warrants to purchase, subscribe for or otherwise acquire
any such new or additional shares.
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IN WITNESS WHEREOF, the undersigned executes these Articles of
Incorporation on this --1B-tt.. day of lJo~~ , 1996.
Jeffrey s. Baillis, Esq.
5 Concourse Parkway
suite 800
Atlanta, GA 30328-6111
(770) 392-1454
F: \DOC\L WP\19291
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CONSENT TO
APPOINTMENT AS REGISTERED AGENT
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TO: Secretary of state
Ex-Officio corporation
commissioner
State of Georgia
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I, Jeffrey
registered agent
Georgia, Inc.
s. Baillis, do hereby consent to serve as
for the corporation, Summit Hospital of East
This \8+1-.. day of No~
, 1996.
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&~lW~
Jef y S. BaJ.llJ.s, Esq.
Address of registered agent:
Jeffrey S. Baillis, Esq.
5 Concourse Parkway
suite 800
Atlanta, GA 30328-6111
(770) 392-1454
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BY-LAWS OF
SUMMIT HOSPITAL OF EAST GEORGIA, INC.
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ARTICLE ONE
OFFICES
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. 1.1 The corporation may have offices at such place or places
(within or without the State of Georgia) as the Board of Directors may
from time to time appoint or the business of the corporation may require
or make desirable.
ARTICLE TWO
SHAREHOLDERS MEETINGS
2.1 All meetings of the shareholders shall be held at the principal
offices of the corporation, or at such other place as may be fixed from
time to time by the Board of Directors.
2.2 The annual meeting of the shareholders shall be held each year
on a date and a time determined by the Board of Directors of the
corporation, at which the shareholders shall elect by a plurality vote a
Board of Directors and transact such other business as may properly be
brought before the meeting.
2.3 Special meetings of the shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or the Articles of
Incorporation, may be called by the President, and shall be called by the
President or the Secretary when so directed by the Board of Directors, or
at the request in writing of any two or more directors, or at the request
in writing of shareholders owning not less than 25 percent of the
outstanding shares of the corporation entitled to vote in an election of
directors. Such request shall state the purpose or purposes of the
proposed meeting.
2.4 Except as otherwise required by statute or the Articles of
Incorporation, written notice of each meeting of the shareholders,
whether annual or special, shall be served, either personally or by mail,
upon each shareholder of record entitled to vote at such meeting, not
less than ten (10) nor more than fifty (50) days before such meeting. If
mailed, such notice shall be directed to a shareholder at his post office
address last shown on the records of the corporation. Notice of any
special meeting of shareholders shall state the purpose or purposes for
which the meeting is called. Notice of any meeting of shareholders shall
not be required to be given to any shareholder who, in person or by his
attorney thereunto authorized, either before or after such meeting, shall
waive such notice. Attendance of a shareholder at a meeting, either in
person or by proxy, shall of itself consti tute waiver' of notice and
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 shareholder attends a meeting solely for the purpose of
stating, at the beginning of the meeting, any such objection or
obj ections to the transaction of business. Notice of any adj ourned
meeting need not be given otherwise than by announcement at the meeting
at which the adjournment is taken.
F:\DOC\L WP\I9291
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2.5 The holders of a majority of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy,
shall be requisite and shall constitute a quorum at all meetings of the
shareholders for the transaction of business, except as otherwise
provided 'by law, by the Articles of Incorporation, or by these by-laws.
If, however, such majority shall not be present or represented at any
meeting of the shareholders, the shareholders entitled to vote thereat,
present in person or by proxy, shall have power to adjourn the meeting
from time to time, without notice other than announcement at the meeting,
until the requisite amount of voting stock shall be present. At such
adjourned meeting at which a quorum shall be present in person or by
proxy, any business may be transacted that might have been transacted at
the meeting as originally called.
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2.6 At every meeting of the shareholders, including (but without
limitation of the generality of the foregoing language) meetings of
shareholders for the election of directors, any shareholder having the
right to vote shall be entitled to vote in person or by proxy, but no
proxy shall be voted after eleven (11) months from its date, unless said
proxy provides for a longer period. Each shareholder shall have one vote
for each share of stock having voting power, registered in his name on
the books of the corporation. If a quorum is present, and the number of
affirmative votes favoring a particular matter or action exceed the votes
cast against such matter or action then such matter or action shall be
the directive of the shareholders, except as otherwise provided by law,
by the Articles of Incorporation or by these by-laws.
2.7 Whenever the vote of shareholders at a meeting thereof is
required or permitted to be taken in connection with any corporate
action, the meeting and vote of the shareholders may be dispensed with,
if all of the shareholders who would have been entitled to vote upon the
action if such meeting were held shall consent in writing to such
corporate action being taken.
.ARTICLE THREE
DIRECTORS
3.1 Except as may be otherwise provided by any legal agreement
among shareholders, the property and business of the corporation shall be
managed by its Board of Directors. In addition to the powers and
authority by these by-laws expressly conferred upon it, the Board of
Directors may exercise all such powers of the corporation and do all such
lawful acts and things as are not by law, by any legal agreement among
shareholders, by the Articles of Incorporation or by these by-laws
directed or required to be exercised or done by the shareholders.
3.2 The Board of Directors shall consist of one (1) or more
members. At the time of the adoption of these by-laws, the Board of
Directors shall consist of three (3) members. The precise number of
directors shall be fixed by resolution of the shareholders from time to
time. Each director (whether elected at an annual meeting of
shareholders or otherwise) shall hold office until the annual meeting of
shareholders held next after his election and until a qualified successor
shall be elected, or until his earlier death, resignation, incapacity to
serve or removal.
F:\DOC\LWP\I9291
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3.3 Directors shall be natural persons of the age of 21 or over.
Directors need not be residents of Georgia or shareholders of the
corporation.
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3.4 If any vacancy shall occur among the directors by reason of
death, resignation, incapacity to serve, increase in the number of
directors, or otherwise, the remaining directors shall continue to act,
and such vacancies may be filled by a majority of the directors then in
office, though less than a quorum, and, if not theretofore filled by
action of the directors, may be filled by the shareholders at any meeting
held during the existence of such vacancy.
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3.5 The Board of Directors may hold its meetings at such place or
places (within o~ without the state of Georgia) as it may from time to
time determine.
3.6 Directors may be allowed such compensation for attendance at
regular or special meetings of the Board of Directors and of any special
or standing committees thereof as may be from time to time determined by
resolution of the Board of Directors.
3.7 The Directors may elect a Chairman of the Board of Directors
who shall have such duties and such authority as shall be determined by
the Board of Directors.
ARTICLE FOUR
COMMITTEES
4.1 The Board of Directors may by resolution adopted by a majority
of the entire Board, designate an Executive Committee of two or more
directors.
4.1.1 Each member of the Executive Committee shall hold office
until the first meeting of. the Board of Directors after the annual
meeting of shareholders next following his election and until his
successor member of the Executive Committee is elected, or until his
death, resignation or removal, or until he shall cease to be a director.
4.1.2 During the intervals between the meetings of the Board
of Directors, the Executive Committee may exercise all of the powers of
the Board of Directors in the management of the business affairs of the
corporation, including all powers herein or in the Articles of
Incorporation specifically granted to the Board of Directors, and may
authorize the seal of the corporation to be affixed to all papers which
may require it; provided, however, that the Executive Committee shall not
have the power to amend or repeal any resolution of the Board of
Directors that by its terms shall not be subject to amendment or repeal
by the Executive Committee, and the Executive Committee shall not have
the authority of the Board of Directors in reference to (1) amending the
Articles of Incorporation or by-laws of the corporation; (2) adopting a
plan of merger or consolidation; (3) the sale, lease, exchange or other
disposition of all or substantially all of the property and assets of the
corporation; or (4) a voluntary dissolution of the corporation or a
revocation of any such voluntary dissolution.
F: \DOC\LWP\ 19291
.
.
4.1.3 The Executive Committee shall meet from time to time on
call of the President or of any two or more members of the Executive
Committee. Meetings of the Executive Committee may be held at such place
or places, wi thin or without the state of Georgia, as the Executive
Committee shall determine or as may be specified or fixed in the
respective notices or waivers of such meetings. The Executive Committee
may fix its own rules of procedure, including provision for notice of its
meetings. It shall keep a record of its proceedings and shall report
these proceedings to the Board of Directors at the meeting thereof held
next after they have been taken, and all such proceedings shall be
subject to revision or alteration by the Board of Directors except to the
extent that action shall have been taken pursuant to or in reliance upon
such proceedings prior to any such revision or alteration.
.
4.1.4 The Executive Committee shall act by majority vote of
its members.
4.1.5 The Board of Directors, by resolution adopted in
accordance with paragraph 4.1 of this Section, may designate one or more
directors as alternate members of any such committee, who may act in the
place and stead of any absent member or members at any meeting of such
committee.
4.2 The Board of Directors, by resolution adopted by a majority of
the entire Board, may designate one (1) or more additional committees,
each committee to consist of one (1) or more of the directors of the
corporation, which shall have such name or names and shall have and may
exercise such powers of the Board of Directors in the management of the
business and affairs of the corporation, except the powers denied to the
Executive Committee, as may be determined from time to time by the Board
of Directors.
4.3 The Board of Directors shall have power at any time to remove
any member of any committee, with or without cause, and to fill vacancies
in and to dissolve any such committee.
ARTICLE FIVE
MEETINGS OF THE BOARD OF DIRECTORS
5.1 Each newly elected Board of Directors shall meet at the place
and time which shall have been determined, in accordance with the
provisions of these by-laws, for the holding of the regular meeting of
the Board of Directors scheduled to be held next following the annual
meeting of the shareholders at which the newly elected Board of Directors
shall have been elected, or, if no place and time shall have been fixed
for the holding of such meeting of the Board of Directors, then
immediately following the close of such annual meeting of shareholders
and at the place thereof, or such newly elected Board of Directors may
hold such meeting at such place and time as shall be fixed by the consent
in writing of all the directors. In any such case no notice of such
meeting to the newly elected directors shall be necessary in order to
legally constitute the meeting.
5.2 Regular meetings of the Board of Directors may be held without
notice at such time and place (within or without the State of Georgia) as
shall from time to time be determined by the Board of Directors.
F:\DOC\LWP\I9291
.
.
5.3 Special meetings of the Board of Directors may be called by the
President on not less than two (2) days notice by mail, telegram,
cablegram or personal delivery to each director and shall be called by
the President or the Secretary in like manner and on like notice on the
written request of any two or more directors. Any such special meeting
shall be held at such time and place (within or without the State of
Georgia) as shall be stated in the notice of meeting.
.
5.4 No notice of any meeting of the Board of Directors need state
the purposes thereof.
5.5 At all meetings of the Board of Directors, the presence of a
majority of the number of directors in office shall be necessary and
sufficient to constitute a quorum for the transaction of business. The
act of a majority of the directors present at any meeting at which there
is a quorum shall be the act of the Board of Directors, except as may be
otherwise specifically provided by law, by the Articles of Incorporation
or by these by-laws. In the absence of a quorum a majority of the
directors present at any meeting may adjourn the meeting from time to
time until a quorum be had. Notice of any adjourned meeting need only be
given by announcement at the meeting at which the adjournment is taken.
-
5.6 Any action required or permitted to be taken at any meeting of
the Board of Directors or of any committee thereof may be taken without
a meeting if, prior to such action, a written consent thereto is signed
by all members of the Board of Directors or of such committee, as the
case may be, and such written consent is filed with the minutes of the
proceedings of the Board of Directors or committee.
ARTICLE SIX
OFFICERS
6.1 The Board of Directors at its first meeting after each annual
meeting of shareholders shall elect the following officers: a President,
a Secretary and a Treasurer. The Board of Directors at any time and from
time to time may appoint such other officers as it shall deem necessary,
including one or more Vice-Presidents (one of whom may be designated
Executive Vice-President), one or more Assistant Vice-Presidents, and one
or more Assistant Secretaries, who shall hold their offices for such
terms as shall be determined by the Board of Directors and shall exercise
such powers and perform such duties as shall be determined from time to
time by the Board of Directors.
6.2 Any person may hold any two or more offices, except that no
person may hold both the offices of President and Secretary. No officer
needs be a shareholder.
6.3 The salaries of the officers of the corporation shall be fixed
by the Board of Directors, except that the Board of' Directors may
delegate to any officer or officers the power to fix the compensation of
any officer appointed in accordance with the second sentence of Section
6.1 of these by-laws.
6.4 Each officer of the corporation shall hold office until his
successor is chosen or until his earlier resignation, death or removal,
or the termination of his office. Any officers may be removed by a
F:\DOC\LWP\19291
.-
-
majority vote of the Board of Directors whenever in its judgment the best
interest of the corporation will be served thereby.
-
-
6.5 President. The President shall be the chief executive officer
of the corporation and shall have general and active management of the
business of the corporation and shall see that all orders and resolutions
of the Board of Directors are carried into effect. He shall be ex
officio a member of all standing committees, unless otherwise provided in
the resolution appointing the same. The President shall call meetings of
the shareholders, the Board of Directors and the Executive Committee to
order and shall act as chairman of such meetings.
6.6 Vice-Presidents. The Vice-Presidents shall have the duty of
managing the daily operation and activities of the corporation and of
supervising its personnel and the profitable utilization of its
facilities and equipment. The Vice-Presidents shall perform such other
duties and exercise such other powers as the Board of Directors shall
request or delegate. Vice-Presidents may be designated Executive
Vice-President with such additional duties as are prescribed by the Board
of Directors. The Assistant Vice-Presidents shall have such powers, and
shall perform such duties, as may be prescribed from time to time by the
Board of Directors, or the President.
6.7 Secretarv. The Secretary shall attend all meetings of the
Board of Directors and all meetings of the shareholders and record all
votes and the minutes of all proceedings in books to be kept for that
purpose and shall perform like duties for the standing committees when
required. He shall give, or cause to be given, any notice required to be
given of any meetings of the shareholders and of the Board of Directors,
and shall perform such other duties as may be prescribed by the Board of
Directors, under whose supervision he shall be. He shall keep in safe
custody the seal of the corporation and when authorized by the Board of
Directors, shall affix the seal to any instrument requiring it and by his
signature attest the seal or shall cause the signature of the Treasurer
to attest the seal. The Assistant Secretary or Assistant Secretaries
shall, in the absence or disability of the Secretary, or at his request,
perform his duties and exercise his powers and authority.
6.8 Treasurer. The Treasurer shall have charge of and be
responsible for all funds, securities, receipts and disbursements of the
corporation, and shall deposit, or cause to be deposited, in the name of
the corporation, all monies or other valuable effects, in such banks,
trust companies or other depositories as shall, from time to time, be
selected by the Board of Directors; he shall render to the President and
to the Board of Directors; whenever requested, an account of the
financial condition of the corporation, and in general, he shall perform
all the duties incident to the office of a Treasurer of a corporation,
and such other duties as may be assigned to him by the Board of
Directors, or the President.
6.9 In case of the absence of any officers of the corporation, or
for any other reason that the Board of Directors may deem sufficient, the
Board of Directors may delegate, for the time being, any or all of the
powers or duties of such officer to any officer or to any director.
F:\DOC\LWP\I9291
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ARTICLE SEVEN
CAPITAL STOCK
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7.1 The interest of each shareholder shall be evidenced by a
certificate or certificates representing shares of stock of the
corporation which shall be in such form as the Board of Directors may
from time to time adopt and shall be numbered and shall be entered in the
books of the corporation as they are issued. Each certificate shall
exhibit the holder's name, the number of shares and class of shares and
series, if any, represented thereby, a statement that the corporation is
organized under the laws of the State of Georgia, and the par value of
each share or a statement that the shares are without par value. Each
certificate shall be signed by the President and the Secretary and shall
be sealed with the seal of the corporation; provided, however, that where
such certificate is signed by a transfer agent, or by a transfer clerk
acting on behalf of the corporation and a registrar, the signature of any
such officer and such seal, may be facsimile. In case any officer or
officers who shall have signed, or whose facsimile signature or
signatures shall have been used on, any such certificate or certificates
shall cease to be such officer or officers of the corporation, whether
because of death, resignation or otherwise, before such certificate or
certificates shall have been delivered by the corporation, such
certificate or certificates may nevertheless be delivered as though the
person or persons who signed such certificate or certificates or whose
facsimile signatures shall have been used thereon had not ceased to be
such officer or officers.
7.2 The corporation shall keep a record of the shareholders of the
corporation which readily shows, in alphabetical order or by alphabetical
index, the names of the shareholders entitled to vote, with the addresses
of and the number of shares held by each. Said record shall be presented
at all meetings of the shareholders.
7.3 Transfers of stock shall be made on the books of the
corporation only by the person named in the certificate, or by attorney
lawfully constituted in writing, and upon surrender of the certificate
therefor, or in the case of a certificate alleged to have been lost,
stolen or destroyed, upon compliance with the provisions of section 7.8
of these by-laws.
7.4 For the purpose of determining shareholders entitled to notice
of or to vote at any meeting of shareholders or any adjournment thereof,
or entitled to receive payment of any dividend, or in order to make a
determination of shareholders for any other proper purpose, the Board of
Directors may provide that the stock transfer books shall be closed for
a stated period but not to exceed fifty (50) days. If the stock transfer
books shall be closed for the purpose of determining shareholders
entitled to notice of or to vote at a meeting of shareholders, such books
shall be closed for at least ten (10) days immediately. preceding such
meeting.
7.5 In lieu of closing the stock transfer books, the Board of
Directors may fix in advance a date as the record date for any such
determination of shareholders, such date to be not more than fifty (50)
days, and in case of a meeting of shareholders, not less than ten (10)
days, prior to the date on which the particular action, requiring such
determination of shareholders, is to be taken.
F:\DOC\LWP\19291
.
.
7.6 The corporation shall be entitled to treat the holder of any
share of stock of the corporation as the person entitled to vote such
share, to receive any dividend or other distribution with respect to such
share, and for all other purposes and accordingly shall not be bound to
recognize any equitable or other claim to or interest in such share on
the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by law.
7.7 The Board of Directors may appoint one or more transfer agents
and one or more registrars and may require each stock certificate to bear
the signature or signatures of a transfer agent or a registrar or both.
.
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7.8 Any person claiming a certificate of stock to be lost, stolen
or destroyed shall make an affidavit or affirmation of the fact in such
manner as the Board of Directors may require and shall if the directors
so require, give the corporation a bond of indemnity in form and amount
and with one or more sureties satisfactory to the Board of Directors,
whereupon an appropriate new certificate may be issued in lieu of the one
alleged to have been lost, stolen or destroyed.
ARTICLE EIGHT
MISCELLANEOUS
8.1 Inspection of Books. The Board of Directors shall have the
power to determine which accounts and books of the corporation, if any,
shall be open to the inspection of shareholders, except such as may by
law be specifically open to inspection, and shall have power to fix
reasonable rules and regulations not in conflict with the applicable law
for the inspection of accounts and books which by law or by determination
of the Board of Directors shall be open to inspection, and the
shareholders' rights in this respect are and shall be restricted and
limited accordingly.
8.2 Fiscal Year. The fiscal year of the corporation shall end on
a day and date to be determined.
8.3 Corporate Seal. The corporate seal shall be in such form as
the Board of Directors may from time to time determine.
ARTICLE NINE
NOTICES AND WAIVER OF NOTICE
9.1 Except as otherwise specifically provided in these by-laws,
whenever under the provisions of these by-laws notice is required to be
given to any shareholder, director, officer, or committee member, it
shall not be construed to mean personal notice, but such notice may be
given either by personal notice or by cable or telegraph, or by mail by
depositing the same in the post office or letter box in a 'postpaid sealed
wrapper, addressed to such shareholder, officer or director at such
address as appears on the books of the corporation, and such notice shall
be deemed to be given at the time when the same shall be thus sent or
mailed.
9.2 When any notice whatever is required to be given by law, by the
Articles of Incorporation or by these by-laws, a waiver thereof by the
F:\DOClLWP\19291
-
person or persons entitled to said notice given before or after the time
stated therein, in writing, which shall include a waiver given by
telegraph, or cable, shall be deemed equivalent thereto. No notice of
any meeting need be given to any person who shall attend such meeting.
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ARTICLE TEN
REIMBURSEMENT OF SALARY
10.1 Any payments made to an officer of the corporation, including,
but not limited to salaries, commissions, interest, bonuses, rent or
reimbursement of expenses incurred by him, which shall be disallowed in
whole or in part as a deductible expense of the corporation by the
Internal Revenue Service shall be reimbursed by such officer to the
corporation to the extent of such disallowance. It shall be the duty of
the Board of Directors to enforce payment of each such amount disallowed.
In lieu of payment by the officer, subject to the approval of the Board
of Directors, proportionate amounts may be withheld from his future
compensation payments until the amount owed to the corporation has been
received.
ART I CLE ELEVEN
AMENDMENTS
11.1 The by-laws of the corporation may be altered or amended and
new by-laws may be adopted by a majority of the shareholders at any
annual or special meeting of the shareholders. Notice of the general
nature of the proposed change in the by-laws shall be given in the notice
of meeting.
ARTICLE TWELVE
INDEMNIFICATION
12.1 The corporation shall have the power to indemnify any person
who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action, suit or proceeding, whether
civil, criminal, administrative, or investigative (other than an action
by or in the right of the corporation) by reason of the fact that he is
or was a director or officer of the corporation, or is or was serving at
the request of the corporation as a director or officer of another
corporation, partnership, joint venture, trust, or other enterprise,
against expenses (including attorney's fees), judgements, fines, and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit, or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and with respect to any criminal
action or proceeding, had no reasonable cause to believe 'his conduct was
unlawful. The termination of any action, suit, or proceeding by
judgement, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption
that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
F:\DOCIL WP\19291
.
.
12.2 The corporation shall have the power to indemnify any person
who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action or suit by or in the right of
the corporation to procure a judgment in its favor by reason of the fact
that he is or was a director or officer of the corporation, or is or was
serving at the request of the corporation as a director or officer, of
another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement
of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect
of any claim, issue, or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent
that the Superior Court or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication
of the liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses
which the Superior Court or such other court shall deem proper.
.
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12.3 To the extent that a director or officer of the corporation
has been successful on the merits or otherwise in defense of any action,
suit, or proceeding referred to in Sections 12.1 or 12.2, or in defense
of any claim, issue, or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith.
12.4 Any indemnification under sections 12.1 and 12.2 (unless
ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the
director, officer, employee, or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth in
sections 12.1 and 12.2 Such determination shall be made (1) by the Board
of Directors by the affirmative vote of all directors not parties to such
action, suit, or proceeding, or (2) if such affirmative vote of all
directors is not obtainable, or, even if obtainable and the disinterested
director(s) so direct(s), by independent legal counsel in a written
opinion.
12.5 Expenses incurred 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 proceeding upon receipt of an
undertaking by or on behalf of a director, officer, employee, or agent to
repay such amount of it shall ultimately be determined that he is not
entitled to be indemnified by the corporation as authorized in this
section or otherwise pursuant to the laws of Georgia.
12.6 The indemnification and advancement of expenses provided or
granted pursuant to this article shall not be deemed exclusive of any
other rights to which those seeking indemnification or'advancement of
expense may be entitled under any statute, agreement, vote of
disinterested directors, or otherwise, both as to action in an official
capacity and as to action in another capacity while holding such office.
Any indemnification, whether required under this by-law or permitted by
statute or otherwise, shall continue as to a person who has ceased to be
a director, officer, or employee and shall inure to the benefit of the
heirs, executors, and administrators of such person.
F:\DOCILWP\19291
.
.
12.7 The corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee, or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other entity
against any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability
under the provisions of this article.
.
12.8 If any expenses or other amounts are paid by way of
indemnification, other than by court order or by an insurance carrier
pursuant to insurance maintained by the corporation, not later than the
next annual meeting of shareholders, unless such meeting is held within
three (3) months from the date of such payment, and in any event, within
fifteen (15) months from the date of such payment, the corporation shall
send to its shareholders of record a statement specifying the persons
paid, the amounts paid, and the nature and status at the time of such
payment of the litigation or threatened litigation.
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12.9 For purposes of this ARTICLE TWELVE, references to lithe
corporation" shall include, in addition to the surviving corporation, any
merged or consolidated corporation (including any merged or consolidated
corporation of a merged or consolidated corporation) absorbed in a merger
or consolidation so that any person who is or was a director, officer,
employee or agent of such merging or consolidating corporation, or is or
was serving at the request of such merged or consolidated corporation as
a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other entity, shall stand in the
same position under the provisions of this ARTICLE TWELVE with respect to
the resulting or surviving corporation as he would if he had served the
resulting or surviving corporation in the same capacity.
F:\DOC\LWP\19291
.
.
'g,pcrptory of stotp
i&usinpss lJnformotion ono Sf'ruicf's
.
suitp 315, 1llllpst mOUl pr
2 ~artin illutqpr ~ing JJr. illr.
Atlantct, (ffiporgia 30334-1530
CONTROL NUMBER:
EFFECTIVE DATE:
COUNTY
REFERENCE
PRINT DATE
FORM NUMBER
9635022
11/19/1996
FULTON
0045
11/19/1996
0311
.
JEFFREY S. BAILLIS
5 CONCOURSE PARKWAY
SUITE 800
ATLANTA, GA 30328
.
CERTIFICATE OF INCORPORATION
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I, the Secretary of State and the Corporation
Commissioner of the State of Georgia, do hereby certify under the
seal of my office that
SUMMIT HOSPITAL OF EAST GEORGIA, INC.
A DOMESTIC PROFIT CORPORATION
has been duly incorporated under the laws of the State of Georgia
on 'the effective date stated above by the filing of articles of
incorporation in the office of the Secretary of State and by the
paying of fees as provided by Title 14 of the Official Code of
Georgia Annotated.
WITNESS my hand and official seal in the City of Atlanta and the
State of Georgia on the date set forth above.
~4,~~
Lewis A. Massey
Secretary of State
.
.
%pcrptary of %tatp
~UZtnf'ZZ .1Jnformotton onb g,PrlJtCf'Z
g,uit~ 315, ilJl)~zt mow~r
2 imlnrtin illut1r~r ~ing JJr. iBr.
Atlanta, (f6~orgia 3D334-153D
DOCKET NUMBER
CONTROL NUMBER
DATE INC/ADTH/FILED:
JURISDICTION
PRINT DATE
FORM NUMBER
963300668
9635022
11/19/1996
GEORGIA
11/25/1996
0211
.
SUMMIT HOSPITAL OF EAST GEORGIA, INC.
5 CONCOURCE PKWY.
ST. 800
ATLANTA, GA 303286111
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--
CERTIFICATE OF EXISTENCE
I, the Secretary of State of the State of Georgia, do
hereby certify under the seal of my office that
SUMMIT HOSPITAL OF EAST GEORGIA, INC.
A DOMESTIC PROFIT CORPORATION
was formed in the jurisdiction stated above or was authorized to
transact business in Georgia on the above date. Said entity is in
compliance with the applicable filing and annual registration
provisions of Title 14 of the Official Code of Georgia Annotated
and has not filed articles of dissolution, certificate of
cancellation or any other similar document with the office of the
Secretary of State.
This certificate relates only to the legal existence of the above-
named entity as of the date issued. It does not certify whether
or not a notice of intent to dissolve, an application for
withdrawal, a statement of commencement of winding up or any other
similar document has been filed or is pending with the Secretary
of State.
This certificate is issued pursuant to Title 14 of the Official
Code of Georgia Annotated and is prima-facie evidence that said
entity is in existence or is authorized to transact business in
this state.
~4,~~
Lewis A. Massey
Secretary of State
.
.
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Attachment B
Organizational Structure and Charts
.
ORGANIZA TIONAL STRUCTURE
.
.
The two entities associated with this application are University Health Services, Inc. and Summit
Hospital of East Georgia, Inc. University Health Services, Inc., proposes to lease space on the
seventh floor of University Hospital to Summit Hospital of East Georgia, Inc., for the operation of
a 50-bed long term acute hospital. Summit would operate a long-term acute care hospital through
the "hospital-within-a-hospital" concept.
-
-
University Hospital is owned by the Richmond County Hospital Authority and leased under a 40-
year lease agreement to University Health Services, Inc. The Richmond County Hospital Authority
is represented on all corporate boards of University Health Services, Inc.
Summit Hospital of East Georgia, Inc., is a subsidiary of Summit Hospital Holdings, Inc., which
is owned by Summit Medical Holdings, Ltd.
The organizational charts for both entities are provided on the following pages.
.
.
.
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111/26/199612:011
ORGANIZATIONAL STRUCTURE
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Attachment C
University Hospital Permit
Summit Hospital of East Georgia, Inc., Application for Hospital Permit
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9661-9c:-()DN
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GEORGIA DEPARTMENT OF HUMAN RESOURCES
OFFICE OF REGULATORY SERVICES
PRIMARY CARE UNIT. HEAl. TH CAflE SECTION
TWO PEACHmEE S'ffiEET, NW, SUITE ,9-204
A1l..ANTA. GEORGIA 30303-3,67
APPUCATlON FOR A PERMIT TO OPERATE A HOSPITAL IN GEORGIA
.
SECTION A. Identification
Data ot Applicaton November 27. 1996
Type 01 Applicallon IX] Original
o For change ot status
Pursuanlto provisions 01 O,C,G.A, 31-7 -1 et seQ, application is hereby made 10 operate the Hospilal which Is identified as tollows:
*contin ent u on SHPA a roval of CON waiver
.
Name ot Hospital
Summit Hospital of East Georgia
Counl'{ at Location
Richmond,
Hospital Classification tor Which Insitlulion is Applying (check one only)
D General 0 Inslltutlonallnflrmary(:::J Psychlatrtc Hasp ~ Specialized (Type)
Long-term acute care
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Street and MaWng Address
1350 Walton Way
Cll'{ and Zip Code
Augusta, GA 30901
Phone Number
A~J.ltgde 828-2485
Name and TIlle at Adminlstrara
To be named
Fax f\lJmber
Jea Code
Name and TIlle at Principal Officer at the Governing Body
Patricia K. Russell
Name at Goveming Body
Summit Hospital of East Georgia, Inc.
Name or Uwner or Hospital
Summit Hospital of East Georgia, Inc. through lease of space from University Health
Sprvic~s. Tnc.. th~ op~rator of T~iv~rsity Hospital
SECTION B. Type of Ownership
(CHECK ONE ONLY)
Proprietary (Profit)
o Individual
NonProfit
o Partnership
~ Corporation
D Slate
D County
D City
o Hospilal Authority
Address: Summit Hospital Corporation
Five Concourse Parkway, Suite 800
o Church
o Other (Specify)
o Other (Specify)
Agent for Service I Name:
Jeffrey S. Baillis, Asst. Sec./General Counse
SECTION C. Bed Capadly
1, Maxlurn designed capacity for licensure space requirement.
2, Number of beds set up tor use on the date at this appliCalion:
Acute --:2Q_ Psychialric _ Residential
sn
Extended Care Unit
Total
50
o
3, Number of bassinets,
SECTION D. Services to be Provided (Organized Services Only)
Burn Unit
ENT
_ Emergency Care
_ Laboratory Care
-X.. Medical
Neonatal
~ Neurological Care
Nuclear Medicine
Obstetrics
_ OnCOlogy
_ Ophlhalmology
_ Orthopedic
_ Outpalienl Care
Pediatrics
Pharmaceutical Care
_ Psychiatric
_ RadiOlogical Care
Rehabil~allon Care
..K- Respiratory Care
_ Surgery
Other
SECTION E. Certification
Signature
Title
A-e 'S i d en+-
For Department or Human Resources Use Only
Date Recerveo
Class~icanon or tne HosptaJ:
OGene raI Hospital No, of Beds
o Institutional Infirmary No, of Bassinets
o Specialized Hospital (TlPe)
ReVIewed By
PenM NO,
Effective Dale
RECOMMEND APPROVAL:
{RECiIOHAL. OUlECTOR)
raORMWIU
R!VIS!D l/Ill
G1LL/8ALSANU
Nv, ~OtIJ r. tll b
NOV. 4.18S6 1:25PM
ST. JOSEPH
CENTER FOR
UFE. INC.
a Member of
Carondelet
Health System
e
~WrightSbOro Road
a. CA J0904-47Z 6
706) ~Sl.7"OI
Fax (706) 481.7599
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~r\"len-t' D
October 29, 1996
Ms. Pam Stephenson
Executive Director
State Health Planning Agency
4 Executive Park Drive, NE
Suite 2100
Atlanta, GA 30329
Dear Ms. Stephenson:
This letter is to certify that St. Joseph Center For Life, Inc, does in fact have
the financial reserves of $522,000.00 0ncludes renovation, contingency,
moveable equipment, architectural fees, and filing fee) to pay for the proposed
subacute care unit within this certificate-of.need application. A copy of St,
Joseph's most recent FY95/96 (July 1, 1995 - June 30, 1996) financial audit
is included as a part of this application.
Please feel free to contact me should you need any further information.
Sincerely,
dil~ --p
President/CEO
JWP:rpp
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HV., ,!, 1 j.JU 1, L,Jllll
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University Hospital
An Affiliate of University Health
October 10, 1996
TO WHOM IT :MAY CONCERN:
University Health Services, Inc. will provide the funding ($911,190) for its Subacute Renovation
Project by using current cash on hand rather than using borrowed funds.
The attached audited financial statement of December 31, 1995 show cash and short term
investments of$34,550,41 L
~JJ(~
{6hn G. Calhoun
Chief Financial Officer
University Health Services, Inc.
1Gc:bw
Enclosure
, I
IJ.50 \VdltOI'l W,,\'
-.1,ugusra, Clior:;ia 300(i'l.::e~1l
:'013/;":l:2.QO l1