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HomeMy WebLinkAboutLong Term Active Care Hospital Augusta Richmond GA DOCUMENT NAME: Lo'\j- \eX'm (\~ (G'(e \-\O<&?\-to.J DOCUMENT TYPE: YEAR: qu BOX NUMBER: 09 FILE NUMBER: \d~lu NUMBER OF PAGES: \CJ.-\ . 'J~ /:l9't~ . . 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 ;"..-;: ;.--.. ofC ofC ??0O co .,.., O'l ~ & U-l o <V +' CO +' U) ofC ofC " ...~ '" w. e:' ~: <.. z., (!l.',- en ti"::' w ~~~ C:'w 0.... W~, ': .~~~. ','~ :'~ ~ /;;~~~'J ::~"':~;'Ij + ......., : ';L:':3~~: In.... . .~ tC~~:~~:~ ../ J.'C'" H"l i.'~"'.'. r; j:g.':,,! i)o--:->l .: -g" I .:; 9", '.J'.~"'.:'d g.!':,,:;1 re..:!.,.:.,;; (') -;,=',! 1""'1 ::t. s:~ ltl.....~.1 f:i liig) .-1- :E ~:~-, _4 t1!:! -r -I RI rl.l t ffi U '~-g"J :~ f~lj) o 'ffllXl.E ~ 5Q~ ~ ..~:; :E~\'. ru ell U1 o - - ~ t:tI ell . . t:tI ell t:tI o o o ru ru o .. - oJ ell o U1 ~ C'- ru C'- o . . . . . . - - - - :... - - . 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 . 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 - - - - - . . "'0 ~ ~ ~ '00 a ~ :i- .., ~ ~ - I /') III N ~ ~ 0 - N N - N - N - - - I ::: :c r en v- +:. 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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 . - ... .'j'" ~;~~i~~;~i~: :;"':.':" ",-<:. .. r i: '.;. .:.: ~ ,:/;:;~\:",:.~:~:b;.;.:'; :~,:? . . 'f' :~~';'-"~~s"'~' .,,~. . ::":'S~f.~~f::~1~:~':/:)~!~! .;':f~.:.. -"1 . '. . ": :':,:',':,:~'.7::....::..: :: ;~r-~~:::" '_ . .......;~Itljtl ........'. . :..,.::.-...."'~~.,,~:'O~"j . .~ ,.:....~:: ~:...~~~:v.~~.::~:.~ . . . ..~-~.. ~!i)~,."._..~ :tr~ll~;t~ ...... -' ". , ...' ".j;t~I,;,~il! ....... .. .. ~ . 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. . ilu poJt': u: . . - .,.- ..... t . .\~.~: ,.~.~,'.;:....~~.::.':,..',i,:~:~.f_~,.t..~t~~:.\.:_.:,<\; :='-..,~' .~. ~ ,1,:r.~.~.i..~'.~ . -........~ ~'::'.". :: . ,~ '.~ .::.:":.' .. .... .5~~!I~~E:,,;;~"Ifl ;;..;::~( ;f'~''''''"'i'''~f.\t:.,..,..,. '," . -;^~ :~!:If.~' .~~~~~~~.'~';.: :"1 .~.-:. .. ...)r.7.~_~__ ."\,'~~ _'. .'_.4...... :;~~:::: "~(:'~:~.~L~;~:~~'~"'~" ::':=~'~:'., ", ::.~:: ...~~~": ;~.. "'~" ~:..., ..'" '". ...... .\ ........ .';' :.... , . .;. .' ......:..:. .. ." ',:. . . -' .:. ~"_':':-:'::':'''':. ~, '.' i .,' . . .1 .;. .. .., ';., .... . 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'$. che corpOt";Jtion shall' n('lL 1::1rry (m .'11:' Clr:h,'r .,c-rivi,cies nor: pC1"- mir.C:f'!d co be c.':-:"i,~tl "0 .I,~' C.,) .' ('orp"l.:'ti.on cxer:'1pc: [l"'C'lr:l fedc:-al income ~a:,-; 'lIld.;:" ::<.:<.:c:i.Cln ~Ol{(') (J) or c:he Ine:e-:-n<ll Revcnue Code 0 r J ~:,I.. :.:. :,n,cnu,..o/. C1~" :1 c.:nr;'l::;rond in~ 1,:-0- vieion of ..ny fat'lIt"C' [Inil"" ~';:IC:C'S InI'CI'n.,l Rc\cnue L,JIJ. 0:- · (b) oJ (,'orpor";lc.;nll. ':"111 ,'i,l>lIlinn!: rn IJhicl1 .,rc' rlecluc::ihlc . . . ~ ~". . i.:. .......... .~. .... ....... " 'j ., ~: -:. " ".';7..- ',' .:'-~~1#~~._ . ,"', .,' :-':':;...... ..t.... ." '.;:;',.:'..-', ,;;~:~Ii'~~,. '<,:': .:~~:~~~~:; :" . " .-1~iJf:r .; -~ :~:'i"~~~ , . - ., j' '~-;.':' ," . -s:..i:.:- . ......;,~ . .. . . . under' SccCion,! 70 k) s;:) n( r.he rnccrn., 1 r.~...(!nue Cllde of 1951. Or' .lny ocher corrC"~flnndinl~ rrnvlsinn of ;Iny fllr.ure Uniced SCaces incernal rcve~uC" l~w. VI. The afE.airs n( chc corpor;lcion ChAII h~ ll\;In.,scd hy .'1 Boa.rd of Tru::cees. The" m~t.hod of cll."ccion of Crusc:ees ~ha11 he as deccrminr.d h~.. rhc By-r.i\lc (1( chc corpnr:lcion. VII. The corporation sh~11 noc h~ve ~c~bers. VIII. The ini ci.~l regiccercd office of chc C"orpor.1 cion sh.'1l1 he 1212 \.CO'l:'$: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 .. ... 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 (,. 7. F.tl.....<lrd It. Ci 1.l1":::ri.(' 70:i C.,t'v SrrC'~1 Aucu:;c.,', C('orgi.:\ :JO<JOI, - ......... .[.: . ~ . - '.~ :~'..~~., ~. .. .' .", . '..~ .. -- :: . ~"~~~ '. .;.:~>~; -:.;.:,:" ,~..}~.;L ;';'f '- :.~ ... J,., .. . ..t' .. '. .,.. "- ,', ,': ...... 1-' .:. ':' '. :.:. :.::~r:." . ';,':. "" :':'''--:\:.'~.::. -' .:,' <~:{~VN \-,:i ~ :(~h#~~ . , t,', ,;j~)~"h:\~-; , :/','.., Ed; ","-'i;~::,::;:-,'i?::r.fA.- ~~"'''~~~J .~. ....:~~~';':~~~.2;>t~:l.~::ii~:(,< ,;:<;;,-:. -~"~"'i::::~~"'"' :_~. -)-~ ':,:j~;~Q?S;~1t~?;~~~~ ,;'\--'."\J':t:.:':~~'''''''''''\''1 ...a,..,...;.:~......_ ::' ,.. "':'~f;~~~~~~'t~"~)~;t~ . ~~~ lr~';~;~~-:Y:~~~ tt>;~:.:,.I'.j:l.' <~;~~..ma.~ ;- _';:~I~-''''''';;-;::'y..?!~~~ ,,,,,:;t,~;;~:!< _ v.'f!':f4!"I~Jti' ~I.'Wj .;)~:~::..n~:~.;.... If ~"~;'iJ;' M' ~ ~ ,~~.i:i/.(~"...i .. ~;<~. ~~ ;I.,,.,;..~~.-.~~. "'ft~~:-~ - '::'~~:7~~"~~'~:: ~t;t~ . """;"'1.-." ' 'f:;:..:,~.s.:{.,~" ~~ ,:=..:- ~~~~'C\9~ -~~ ~..;: :-=~~. ~r"'fr,'*'" '-.~ .... f~':"'~...f?:3,\: . ~ ,.,.. .. ,:"~,<;t,;:j ':..- .:. ..~ :'1,.: ~;;::; :J~~;~'>~ : . . - .,., ., .' .;.';:~~.":r.:,j "_'~'." .. 4 -...:- ~::.: L~ .-;:;; .. .'; ~ };:;.. .~- ....::-I......~; . ' . .. ..~...~_:4~::.....::..:.:. .:::~,. ::...o1.~~;.2 ::':': " '. '. ,:,:~/)&C,~:~\:::,;i:::,.;,'~. !.:.,... -.. "'r.\.J","'~l!~c:.._. "" ,...\. ',"", . .., . ..... .....~::.~j~J.~~~.~~~~:.~.~>.~: 4..... .1 I ;1 .;.1 . . . . ........ 4~l::,~:;~~::. .. . : ..... . ........-....-.. x. 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 I. I ' '/ /~../ ',,0 .-~'~~ ~lV1S dO .l. I: \' 1 J :;; J 3 S rH, rG v: d IE r;'rl o ,j,,; I :J~ . . - ... .. ,r.. _. ~~ ....... - "~-,._~'~'~.,."..~ ~~~~~:l1%~~::~~~~ . ',.," ,'. '" ".:' :.. 't~t~3,;~~f~f~t;:~ : . ':': =.::~. _ ", ", . :.-:i.;:. ,:~ ~:;'~.~".' !~: '.:' .';N:Y~j~iX,;4:~ ";'" :". ~..'. . . ~.,;.. . '~),:f. ..4:.... ';.(", .~ ~~:. <1 . . r. .,. "j ." ;." . , " '" ';1 , , 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."" ;.',,, Eigtll. m",y (IllS) o tnnr^ 4. .....-......-...----.. -...- ...--..--- - 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 . ARTICLE TWELVE - INDEMNIFICATION AND INSURANCE Section 12.1 Section 12.2 Indemnification Indemnification Not Exclusive of Other Righcs Insurance - - 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 PAGE 15 15 15 15 15 15 15 15 16 16 16 16 16 16 16 16. 16 17 17 17 17 17 17 17 17 17 17 17 18 18 . . - - 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: . . (a) To provide hospital or medical care and services and to car=y 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 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 -.t.- . . - .... 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 -3- . .. WP 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 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 -4- ~ . . - WI' ~~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. ~ -5- ~ .' . ... 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. -6- . . ARTICLE FOUR Meetings of the Board of Ti:'Uste'es- . - - .. 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. -7- . . ... ~ 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. ~ -0- J . . 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 f - successors have been elected and qualified, or until their earlier death. resignation, removal. retirement, or disqualification. These provisions or -9- . . ... ... 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. " . 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. -~ 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. -10- ~ . . - _. 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~. -11- . . ,(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. -12- ~ . . ... ... (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. ... 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 -13- ~ - - - 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 -14- ~ .. ... ~ ... 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. -15- - - - 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 -16- - 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. . : '"..... : 1:": ;~:-:-.: . . ~ i.. ". .' ~.; ..: .. -.,..: ; .'". {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. -17- - ... - - (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. "-' 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. -18- ~ - - 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~. -19- . . . 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. - 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. -20- ~ . . . 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. -21- . . 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. -22.- *Scrivener's error in officical affienCwent. . . - A1"TEST: ' ~ ~- .() \ (. Secretary [CORPORATE SEAL} APPROVED: UNIVERSITY F"u\LTH SERVICES, INC. -23- BY: C1~q//J- Chairman 4 a-~Y .,' ....! "or '. ....1 '.: \ ..f \ ~ j ... . .'." '. .' '. . 0" '. . . '0 .' / , . t: ... t. I' :,: /.'.' I'. ; : . " "'" . . . "'""' ./. - ...... . .. . .~. :'.": ....... ;~.~.~..~: ...;:,. - ~ ::.:.,.. . .. ":. ....:.. ~'~ i <.~:>at.:; .......:.... ..:.:;'.... -. . "'. ,- :....;. :.~;:~:;.:..~,~ ..t;,,:;~t;f~~~I;,~~;?:;~ ....",. ~. :........- ..... -, ..?' ::'.::-~t -:~.:. . . "":. , . .; \'," _. ;. " ;~/; :<: ~;<:~.}:::,; ......... . . :.J~/' ~..-....oa...... ~ N. %.-.c_ 4~ Q..~' jIt. .....-.c.... W.....-c;. aoo-C- 0--. .... ....... l&-C. C. Ih 7""-0 .c:o....~ . , J.....' ,/ " .. .... O"tCca 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: ...~... Orr<c~ '^' C<o-o-. "_,,-0-0 ....... lI\.oc.. ~'O--,<c -.0... ...0-.1 ~.'a. G<o-c.- ~ '-o-ou P~""""" ..t',.....,.. o,...<c; s..."nc .....0 Cou."....., .""..OOe.4 tOO .-.c.-:..,,-cc S'-CCT. .. ..., ................'... Gc~ ~"J I~ _".ca.o "e....... To: 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. 0A-0l. ~~c~ A. ~OX, ~R. L' . , '.1AKjr/cs -..:r 3 . . - -- 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 .- ... ....;r. ... .&:\ 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 -i- ~ PAGE 1 1 1 1 1 1 1 2 2 2 4 4 J 5 5 5 6 6 6 6 . . ..... - 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 -ii- ~ . . - .. 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 , ,. _0 16 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 -iii- . . . 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 -iv- ~ - - "'!f!" TABLE OF CONTENTS (continued) PAGE ARTICLE SIXTEEN - ADOPTION OF BYLAWS 22 ARTICLE SEVENTEEN - REVERSION OF ASSETS 22 Section 17.1 - " Reversion of Assets 22 ARTICLE EIGdI~~S - FINANCIAL DISCLOSURES 22 Section 18.1 Financial Disclosures 22 '-~ -v- ~ ( . . 3YLA~S OF UNIVERSITY HEALTH SERVICES, INC. ... 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. ~ 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 - - - - (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. ( -" (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. ~ . . 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. - (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. . . 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. :".' 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"). ( ('" 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. . . 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. -. 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). . '--, 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. . . 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. - 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. - - 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. c 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. ... ~ ... ... 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. . (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. their of the They of 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. ('-' ._.1 (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~. - - - 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 ( 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. (.- ... ... ... 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. ~.' 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. . . - .. 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. ( 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. . . ARTICLE ELEVEN Contracts, Checks. Deposics, and Funds . 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; - -- 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 "- 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. ~' (~ 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. . . 13.8 Relation of Arcicles of Incorporacion. These byla~s are subject to, and governed by, the articles or incorporation. - 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 A . . 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. . 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] . . Secretary of State's Letter, University Health Services, Inc. . - . . . - ~t~~:',:.~'~~~~~~X~%:i' :"*:' ..,;. ,. ..~.~...:...:~ . .... , .' ',' ..... ". ,'.... -'.. ,';-:' "" :"~':':'":~~ ;::.i ::' ': ','-., .: . . '. ....... ~.~l.? . ~ .' . '.::::~:.\ :~::~".:...: . ,"f."'. ;:; ". :.- I ",':c: '.:': :~:;I ::'"; I .... .; ," :,.. :~.' " .0"' . . -- J! J~C(ff~ Y~aj'YkUe,o/t/~Y~aj' ~~ da..~~l/ud . . 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Bylaws and Secretary of State's letter, Summit Hospital of East Georgia, Inc. . . - - ... . . ARTICLES OF INCORPORATION OF SUMMIT HOSPITAL OF EAST GEORGIA, INC. 1- The name of the corporation is "Summit Hospital of East Georgia, Inc." (herein referred to as the "Corporation"). . 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. - 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 . . 7. The name and address of the incorporator is Jeffrey S. Baillis, 5 Concourse Parkway, suite 800, Atlanta, Fulton County, Georgia 30328-6111. . 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. - 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 . CONSENT TO APPOINTMENT AS REGISTERED AGENT . . TO: Secretary of state Ex-Officio corporation commissioner State of Georgia - - 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. - -- &~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 = 0') Q r:-: a:; -< ,""') -- (J) t...::l ~ -1 ::0 >- - ;:0 ~ -< - IC:.oII 0 t---J l.A.I "'T1 ::::::.. U> -.... ::IIi: -t t.C > 0"') :-:; F:\DOC\LWP\19291 . BY-LAWS OF SUMMIT HOSPITAL OF EAST GEORGIA, INC. . ARTICLE ONE OFFICES - - . 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 . . 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. - - 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 . 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. . 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. - - 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 - ARTICLE SEVEN CAPITAL STOCK - - 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. . - - 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. - -- 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. . - - 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. - - 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 - - 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 - -- 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 . . - -- -. -- 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. . . . - - 111/26/199612:011 ORGANIZATIONAL STRUCTURE - ~5 =0 '::0 ~... cO =- g~ -< f f' . ., . f I f tZ;; ." ~l; """ >S:;S:;l; l; S; s:;- flI-"'"'~------"" -~~is:~~~~~~E :%::0_ ~::C2:l::C=:::::=", ~"^~ >-"'''''''''''''''''c ~:: "' ====== E~1;;;:~-<-<-<-<-<-<~ n"'O~S~~~",~;;;;;;! "",jQ:-",5~;::~_~~V1 :,Ilri_=t""l_~_m__ ~~=Q"'=~2~==S ~-;;:....s....,~ ~E~~~~~""~ ~ .... _Xl _.1::: :: -ts ...1'iI m _ ~~ EE~ ;;: < E= ,.e: VI ~ r"Io_ C'l~ _ "5 --,... s:; ="' sE~ ~ s .... :: ~ > '" '" '" ~ o ;; '" '" 2 ~ ;!l ~6;: 2: ~_~ - __IT'l = :::on.... E '" E ... t!lE e_ ~~ !riii -- ~::; Q ;: ~'" ~-~ ~~ >~ ~.,,~ >... .~ ~ ~~ ~~~ ~~ ~= ~~= R~ >- ~ ~~ ~g= ~~ ~t!l ~~t!l ~~ n Q ma m~ ~'" -~ ~-~ __ ~ "'- ~- "'''^ ~ "'~ -~ .t: n n - ~ Er- ::; ~ E E ~ I' I~ E ~=~~ s:: . >::D ~ ~~!3 ffi ;<~e ::; - ~ ~g~ ~ ~AI~ n ~> - 02;; ~ -." - - '" ... ... "' - '" >- < ... - ", ... '" "' ... '" ~ o :::l Cl > Z - >- ::: > o ~ ... o ~ n ~ l' : ili~P ~E~ -~ .-m "'~~ ~~2;; "Ej" ~i~ E ... :x:c "'6 ~ l:'" g]~ 8 ~~ ~- ~ '" "'", s:; "',., - ::; ~ ... E 0\ - - - o z Q > :::l -l ~- ~~~ j:;l- '" is ~ g ~ ~ ~ ~ ~ S; ;; ; ~ t!l IS ~ - n - = ~ Q ~ ~ ~ ::;; '^ ~ ~ ", - J'1) S - ~ E ~ E >- ,... ... E I I I I . I ~ ~ ~,... ~ I ~ E ~ '" t!lR ~ ~ ~ ~ - ~ ~~ E = 8 l::: ~n ~ > ~ Q -i ... ... ~ m ~~ ~ ~ a .... ~ - ~ ~ ... ; ~~ - ~ ~ ~ ~ ~ ~ s ~ E ~ a -Q ~ ~ ~ ~ ~ ~= ~ > m '" ~> ", ~ ~ = E ~ a ~ ~r- n = ~ < - ;jli ... ~ ~ ~ ~ a -S; j:;l i '" ~ .... '" ~ = ::; ~ ~ ~ '" - -- "II >- ....... ;::~ :::~~ ....... '" "'z: <e '" I I ~ ~ ~ ill ., - > s: ~ :g E eo; > '" ~ ~ = ~~ ~ s g I I I ~ ~ ~i = ~ ~ ~ ~ ~ '" n~ ~ ~ m _ _ n ,.., In ....,,"'t-=rn ~ ~~ ~ - ~ ~ = < - - c - - m - - ;;: ; ~ E ts ~ ts E ~ t- _ _.... ... n '" -t ~ ~ '" . . . ('D~t"'\~n ~ _ VI ~ ~ ~~~~=ll't~"~' Illt;II'lt;;.'llllt~ ~ ~ m = ~ ~ ~ ~ ~ AI ~ ~ ~~ ~ ~ Q ~ 2 ~ ~ ,... ; = ~ .... ~ ~ C ~ _ - nt:: -->-- l:::>t -c"'mn moS.....::z _..... ~ s ::; E ~ ~ '" ~ ; ~ ,... ~ 0 '" ~ '" Xl > ~ n '" ... '" '" : ~ = '" ~ !i! n ~ n > ~ ~ ~ 0 ~' ~ .... 5. ~ = ~ ~ ~ ~ ' - ~ ~ u ~ _ ~ ~ ~ ~ ~ ~ '" l: ~ ~ Cs '" - ~ -- ; ~ - ~ ", ~ ~ s. ~ n ~ ~ ~ m - ~ ~ ~ - '" ~ ~ >5 ~ ~ E Xl '" .... '" 0 ~ e -< ~ 0 ~ - ~ I'n m - f"'l_ -< 2:l E<;c~ <""~""'.%lC:_" U\m_ ~ ~ = "' ~ ~ 0 _"' -c ~ _ ~ c ~ - 0 ..... ~ n _m_ :r ....._ Clf"'\ - 0 n:z:: ....52 ~:C"" = ~ \II P\ 2' -<"' ): _:J- "' - a: tn II; - VI ;:: ~ ~ ~ -< ~: : =-: VI ;; ; =; = ~~. ~ ~~ ~ &i ~ VI ~ ~""i :; ~. ~ ~ ~ ~ :: :::c - ", mO 1"'\ Xl :c c: :c "'_"' -< -c_ .. .,.. -"' .... ~ ",,,, ... ~ - '" "' :::. "' "' ~ .z . ~ .. '" Zi . . . - - - -- Attachment C University Hospital Permit Summit Hospital of East Georgia, Inc., Application for Hospital Permit - - - - ..- -- . . . 9661-9c:-()DN 0c::81 WD~ OJ. [c:f7f71[cf70f716 f:0"d . 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 - -- 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 .--.-- - - - ----- ----.-- ~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 e e e HV., ,!, 1 j.JU 1, L,Jllll V 1 LL./ 1JnL,-'nHv "\J, LUU'} j, JI V ~ -- 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