MSA Foundation Bylaws

ARTICLE I: PURPOSES

The purposes of the Corporation are as stated in Article 4 of its Articles of Incorporation, as amended from time to time.

ARTICLE II: REGISTERED OFFICE AND AGENT

The Corporation shall have and continuously maintain in this state a registered office and a registered agent whose business office is the registered office, and may have other offices within or outside of the state of Illinois as the Board of Directors may from time to time determine.

ARTICLE III: MEMBERS

SECTION 1. CLASSES OF MEMBERS. The Corporation shall have one class of Members.

SECTION 2. MEMBERS. As of the date hereof, the sole Member of the Corporation shall be the Midwest Surgical Association. Additional Members shall be admitted only with the written approval of a majority of the Members.

SECTION 3. VOTING RIGHTS. Each Member shall be entitled to one vote for each matter submitted to a vote of Members.

SECTION 4. TERMINATION OF MEMBERSHIP. No Member may be terminated without its consent.

SECTION 5. RESIGNATION. Resignation of Membership shall be permitted only if there is more than one (1) Member and then only upon written notice to the Board of Directors.

SECTION 6. TRANSFER OF MEMBERSHIP. Membership in this Corporation is not transferable or assignable.

SECTION 7. NO MEMBERSHIP CERTIFICATES. No Membership certificates of the Corporation shall be required, but may be issued if the Members so determine.

SECTION 8. ANNUAL MEETING. An annual meeting of the Members shall be held without other notice than these By-Laws at the time of the annual meeting of the sole Member (Midwest Surgical Association Foundation) in each year for the purpose of electing a Board of Directors and for the transaction of such other business as may come before the meeting. If such day be a legal holiday, the meeting shall be held on the next succeeding business day.

SECTION 9. SPECIAL MEETING. Special meetings of the Members may be called either by the president, the Board of Directors or twenty-five percent (25%) of the Members.

SECTION 10. PLACE OF MEETING. The Members may designate any place as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors or Members. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the registered office of the Corporation in the State of Illinois.

SECTION 11. NOTICE OF MEETINGS. Written notice stating the place, date and hour of any meeting of Members shall be delivered to each Member entitled to vote at such meeting not less than five (5) nor more than forty (40) days before the date of such meeting. In case of a special meeting or when required by statute or by these By-laws, the purpose for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed delivered when deposited in the United States mail addressed to the Member at his or her address as it appears on the records of the Corporation, with postage thereon prepaid.

SECTION 12. QUORUM. The Members holding a majority of the votes which may be cast at any meeting, represented in person or by proxy, shall constitute a quorum at such meeting. If a quorum is not present at any meeting of the Members, a majority of the Members present may adjourn the meeting at any time without further notice. At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the original meeting. Withdrawal of Members from any meeting shall not cause failure of a duly constituted quorum at that meeting.

SECTION 13. MANNER OF ACTING. The act of a majority of the Members shall be the act of the Members, unless the act of a greater number of Members is required by the General Not For Profit Corporation Act, the Articles of Incorporation, or these By-laws.

SECTION 14. PROXIES. Each Member entitled to vote at a meeting of Members or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after eleven (11) months from its date, unless the proxy provides for a longer period.

SECTION 15. INFORMAL ACTION BY MEMBERS. Any action required to be taken at a meeting of the Members of the Corporation, or any other action which may be taken at a meeting of Members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by that number of the Members that would be necessary to take such action at a meeting at which all Members entitled to vote with respect to the subject matter thereof were present and voting. If such consent is signed by less than all of the Members entitled to vote, then such consent shall become effective only: (1) if, at least 5 days prior to the effective date of such consent, a notice in writing of the proposed action is delivered to all of the Members entitled to vote with respect to the subject matter thereof, and (2) if, after the effective date of such consent, prompt notice in writing of the taking of the corporate action without a meeting is delivered to those Members entitled to vote who have not consented in writing.

ARTICLE IV: BOARD OF DIRECTORS

SECTION 1. GENERAL POWERS. The affairs of the Corporation shall be managed by or under the direction of a Board of Directors.

SECTION 2. NUMBER OF DIRECTORS. The number of Directors of the Corporation shall be three (3). The number of Directors may be decreased to not fewer than three or increased to any number from time to time by amendment of this section, unless the Articles of Incorporation provide that a change in the number of Directors shall be made only by amendment of the Articles of Incorporation. No decrease shall have the effect of shortening the term of an incumbent Director.

SECTION 3. ANNUAL MEETINGS; ELECTION OF OFFICERS. A regular annual meeting of the Board of Directors shall be held without other notice than these By-laws immediately after the annual meeting of Members each year for the purpose of electing Officers and for the transaction of such other business as may come before the meeting.

SECTION 4. ELECTION OF DIRECTORS. The Directors of the Corporation shall be elected by the Members. Each Director shall hold office until removed by the Members or until his or her successors shall have been elected and qualified. Directors need not be residents of Illinois.

SECTION 5. REGULAR MEETINGS. The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings of the Board without other notice than such resolution.

SECTION 6. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the President or any three Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or outside the State of Illinois, as the place for the holding of the meeting.

SECTION 7. NOTICE. Notice of any special meeting of the Board of Directors shall be given at least two (2) days previously thereto by written notice to each Director at his or her address as shown by the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice is to be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Notice of any special meeting of the Board of Directors may be waived in writing, signed by the person or persons entitled to the notice either before or after the time of the meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these By-laws.

SECTION 8. QUORUM. A majority of Directors in office constitutes a quorum for the transaction of business at any meeting of the Board of Directors.

SECTION 9. MANNER OF ACTING. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by statute, these By-laws, or the Articles of Incorporation.

A Director who is present at a meeting of the Board of Directors at which action on any matter is taken is conclusively presumed to have assented to the action unless his or her dissent or abstention is entered into the minutes of the meeting or unless he or she files a written dissent or abstention before the adjournment of meeting or immediately thereafter.

SECTION 10. INFORMAL ACTION BY DIRECTORS. Any action required to be taken at a meeting or any action which may be taken at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all Directors.

SECTION 11. TELEPHONE CONFERENCE MEETINGS. Directors may participate in an action at any meeting through the use of conference telephones or other communications equipment by means of which all persons participating in the meeting are able to communicate with each other. Participation in such a meeting shall constitute attendance and presence in person.

SECTION 12. VACANCIES. Any vacancy occurring in the Board of Directors or any directorship to be filled by reason of an increase in the number of Directors shall be filled by the Members unless the Articles of Incorporation, a statute, or these By-laws provide that a vacancy or a directorship so created shall be filled in some other manner, in which case such provision shall control. A Director elected or appointed, as the case may be, to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.

SECTION 13. RESIGNATION AND REMOVAL. A Director may resign at any time upon written notice to the Board of Directors. A Director may be removed with or without cause at any time by the Members.

SECTION 14. COMPENSATION. The Board of Directors, by the affirmative vote of a majority of the Directors then in office, shall have the authority to establish reasonable compensation of all Directors for services rendered to the Corporation.

SECTION 15. CONFLICT OF INTEREST. A conflict of interest may exist where a Director is directly or indirectly a party to a transaction, if the other party to the transaction is an entity in which the Director has a material financial interest or of which the Director is an officer, a director or general partner.

Where a possible conflict of interest exists relative to any matter presented to the Board of Directors for consideration, the Director thereby affected shall ensure that the material facts of the transaction are known or disclosed to the Directors, or committee members who authorize, approve or ratify the transaction.

ARTICLE V: OFFICERS

SECTION 1. OFFICERS. The officers of the Corporation shall be a President, one or more Vice Presidents (the number thereof to be determined by the Board of Directors), a Treasurer, a Secretary and such other officers as may be elected in accordance with the provisions of this article. The Board of Directors may elect or appoint such other officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors. Any two or more offices may be held by the same person.

SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Corporation shall be elected annually by the Board of Directors at the regular annual meeting of the Board of Directors. If the election shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified.

SECTION 3. REMOVAL. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

SECTION 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

SECTION 5. PRESIDENT. The President shall be the principal executive officer of the Corporation and shall, in general, supervise and control all of the business and affairs of the Corporation. The President shall preside at all meetings of the Board of Directors. The President may sign, with the Secretary or any other proper officer of the Corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-laws or by statute to some other officer or agent of the Corporation; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

SECTION 6. VICE PRESIDENT. In the absence of the President or in the event of his or her inability or refusal to act, the Vice President (or, in the event there is more than one Vice President, Vice Presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President shall perform such other duties as from time to time may be assigned by the President or the Board of Directors.

SECTION 7. TREASURER. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such sureties as the Board of Directors shall determine. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article VIII of these By-laws; and in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or the Board of Directors.

SECTION 8. SECRETARY. The Secretary shall keep the minutes of meetings of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these By-laws or as required by law; be custodian of the corporate records and of the seal of the Corporation (if any) and see that the seal (if any) of the Corporation is affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these By-laws; keep a register of the post office address of each Director which shall be furnished to the Secretary by such Director; and in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or by the Board of Directors. The Secretary shall have the authority to certify the By-laws, resolutions of the Board of Directors and committees, and other documents of the Corporation as true and correct copies thereof.

SECTION 9. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. If required by the Board of Directors, the Assistant Treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Treasurers and Assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer or the Secretary or by the President or the Board of Directors.

ARTICLE VI: COMMITTEES

SECTION 1. COMMITTEES OF DIRECTORS. The Board of Directors, by resolution adopted by a majority of the Directors in office, may create one or more committees, and appoint Directors or non-Directors to serve on those committees. Each committee shall have two or more Directors, a majority of its membership shall be Directors, and all committee members shall serve at the pleasure of the Board. To the extent specified by the Board of Directors, the Articles of Incorporation, or these By-laws, each committee may exercise the authority of the Board of Directors, subject to the limitations set forth in the Illinois General Not-For-Profit Corporation Act of 1986, as amended from time to time, or any successor statute.

SECTION 2. ADVISORY COMMITTEES. The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate one or more advisory committees and appoint Directors or non-Directors as members thereto. No advisory committee may act on behalf of the Corporation or bind it in any way but such committees may make recommendations to the Board of Directors or to the officers. All advisory committee members shall serve at the pleasure of the Board.

SECTION 3. QUORUM. Unless the Board of Directors specifies otherwise, a majority of the members of any committee shall constitute a quorum and a majority of committee members present and voting at a meeting at which a quorum is present shall be necessary for committee action.

SECTION 4. MEETINGS. A committee may determine the time and place of its meetings and the notice required for its meetings by the majority vote of its members. A committee may act by unanimous consent in writing without a meeting.

SECTION 5. TERM OF OFFICE. Each member of a committee shall continue as such until the next annual meeting of the Board of Directors of the Corporation and until his or her successor is appointed, unless the committee shall be sooner terminated, or unless the member is removed from the committee, or unless he or she shall cease to qualify as a member thereof.

SECTION 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.

SECTION 7. CHAIRPERSON. One member of each committee shall be appointed chairperson.

SECTION 8. RULES. Each committee may adopt rules for its own government not inconsistent with these By-laws or with rules adopted by the Board of Directors.

ARTICLE VII: INDEMNIFICATION

Each person who, at any time is, or shall have been a Director, officer, employee or agent of this Corporation, or is or shall have been serving at the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture trust or other enterprise, shall be indemnified by this Corporation in accordance with and to the full extent permitted by the Illinois General Not-For-Profit Corporation Act of 1986, as in effect at the time of adoption of the By-laws or as amended from time to time. The foregoing right of indemnification shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under any By-law, amendment, vote of Directors or otherwise. If authorized by the Board of Directors, the Corporation may purchase and maintain insurance on behalf of any person to the full extent permitted by the Illinois General Not-For-Profit Corporation Act of 1986, as in effect at the time of the adoption of this By-law or as amended from time to time. If the Corporation pays indemnity or makes an advance of expenses to a Director, officer, employee or agent, the Corporation shall report the indemnification or advance in writing to the Board of Directors with or before the notice of the next Board of Directors’ meeting.

ARTICLE VIII: CONTRACTS, CHECKS, DEPOSITS AND FUNDS

SECTION 1. CONTRACTS. The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these By-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances.

SECTION 2. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such resolution, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President or a Vice President of the Corporation.

SECTION 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 and other depositaries as the Board of Directors may select.

SECTION 4. GIFTS. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation.

ARTICLE IX: BOOKS AND RECORDS

The Corporation shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors; and shall keep at its registered office or principal office a record giving the names and addresses of its Directors entitled to vote. All books and records of the Corporation may be inspected by any Director entitled to vote, or that Director’s agent or attorney, for any proper purpose at any reasonable time.

ARTICLE X: FISCAL YEAR

The fiscal year of the Corporation shall be established by resolution of the Board of Directors.

ARTICLE XI: SEAL

The Board of Directors may adopt a corporate seal if it so chooses.

ARTICLE XII: CONFLICT OF INTEREST POLICY

SECTION 1. PURPOSES. The purpose of the conflict of interest policy is to protect the Corporation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Corporation or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable corporations.

SECTION 2. DEFINITIONS.

A. Interested Person. Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

B. Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

1. An ownership or investment interest in any entity with which the Corporation has a transaction or arrangement,
2. A compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction or arrangement, or
3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Corporation is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

A financial interest is not necessarily a conflict of interest. Under Section 3.D, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

SECTION 3. PROCEDURES.

A. Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

B. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.

C. Procedures for Addressing the Conflict of Interest

1. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
2. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
3. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Corporation’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.

D. Violations of the Conflicts of Interest Policy

1. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
2. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

SECTION 4. RECORDS OF PROCEEDINGS. The minutes of the governing board and all committees with board delegated powers shall contain:

A. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.

B. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

SECTION 5. COMPENSATION.

A. A voting member of the governing board who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member’s compensation.

B. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member’s compensation.

C. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

SECTION 6. ANNUAL STATEMENTS. Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:

A. Has received a copy of the conflicts of interest policy,

B. Has read and understands the policy,

C. Has agreed to comply with the policy, and

D. Understands the Corporation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

SECTION 7. PERIODIC REVIEWS. To ensure the Corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

A. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.

B. Whether partnerships, joint ventures, and arrangements with management Corporations conform to the Corporation’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

SECTION 8. USE OF OUTSIDE EXPERTS. When conducting the periodic reviews as provided for in Section 7 above, the Corporation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.

ARTICLE XIII: AMENDMENTS TO ARTICLES OF INCORPORATION AND BY-LAWS

Unless otherwise provided in the Articles of Incorporation, the power to alter, amend, or repeal the Articles of Incorporation or By-laws or adopt new By-laws shall be vested solely in the Members of this Corporation; and if there are no Members, solely in the Board of Directors of this Corporation. The By-laws may contain any provisions for the regulation and management of the affairs of the Corporation not inconsistent with law or the Articles of Incorporation.