EXHIBIT A

VERITAS HEALTH CARE

BYLAWS

 

ARTICLE I

NAME

The name of this Corporation shall be Veritas Health Care.

 

ARTICLE II

LOCATION

The Corporation and its principal office shall be located at Sweden, Maine.

 

ARTICLE III

POWERS AND PURPOSES

1                Purposes.  The Corporation is organized exclusively for the charitable, educational and scientific purposes described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended or a corresponding section of any future federal tax code (the ACode@), including for such purposes (I) to transform and promote the delivery of health care services based on shared decision-making and shared  responsibility for health care and outcomes among and between patients, doctors and other medical professionals;  (ii) the efficient development, implementation and use of virtual, electronic and other technological innovation and other innovative products, services and techniques to determine, promote and provide appropriate and best preventive, acute, sub acute and chronic patient care to reduce the cost and improve access to health care and patient outcomes; and (iii) to educate health care providers and the public as to the value of shared decision-making and shared responsibility for delivery, provision and outcomes.

2                Limitations.

(a)              No substantial part of the activities of the Corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the Corporation shall not participate or intervene in (including the publishing or distribution of statements) any political campaign of any candidate for public office.

 

 

 

(b)             The Corporation shall be an equal opportunity and affirmative action employer, and it shall not discriminate on the basis of age, race, color, creed, sex, financial status, or national origin:

(i)                                                                    in the persons served, or in the manner of service; or

(ii)                                                                  in the hiring, assignment, promotion, salary determination, or other conditions of staff employment; or

(iii)                                                                  as to the membership of its Board of Directors.

(c)             The Corporation shall neither have nor exercise any power, nor shall it engage directly or indirectly in any activity that would invalidate its status (1) as a corporation which is exempt from federal income taxation as an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, or any successor provision, or (2) as a corporation to which contributions are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986, or any successor provision. If the Corporation=s status as exempt from federal income taxation as an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, or any successor provision, or as a corporation to which contributions are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986, or any successor provision, is revoked, suspended or modified, the retroactivity of the revocation, suspension or modification, unless otherwise provided, shall be limited to a date not earlier than that on which the original ruling or determination letter was modified, suspended or revoked.

(d)             The Corporation is not organized for pecuniary profit and shall not have any capital stock.  No part of its net earnings or of its principal shall inure to the benefit of, or be distributable to any officer or director of the Corporation, or any other individual, partnership or corporation, but reimbursement for expenditures or the payment of reasonable compensation for services rendered shall not be deemed to be a distribution of earnings or principal.  No director or officer of the Corporation, or any private individual, shall be entitled to share in the distribution of any corporate assets on dissolution of the Corporation.

 

 

(e)              If the Corporation is determined to be a private foundation, it will not engage in any act of self-dealing which would give rise to any liability for the tax imposed by Section 4941 of the Internal Revenue Code of 1986 or corresponding provisions of any subsequent federal tax laws.

(f)              If the Corporation is determined to be a private foundation, it will distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code of 1986 or corresponding provisions of any subsequent federal tax laws.

 

ARTICLE IV

DIRECTORS

3                Management by Directors.  The Board of Directors shall manage and control the business, property and affairs of the Corporation, and shall have the exclusive power to review and grant approval for the expenditure of money or use of other property.  In the management and control of the business, property and affairs of the Corporation, the Board of Directors is hereby vested with all of the powers and authority of the Corporation itself.

4                Number, Qualification and Term.    The number of directors shall be determined by the Board of Directors from time to time; however, in no event shall there be fewer than three (3) or more than twenty-one (21) directors of the Corporation. Anyone interested in the purposes of the Corporation may be elected to serve as a director by the Board of Directors.  The Board of Directors shall adopt a policy specifying the length of term to be served by Directors. Unless otherwise specified in such policy, the Directors may serve for an indefinite number of consecutive terms.

5                Election of Directors.  Except as otherwise provided herein, the Board of Directors at the annual meeting shall elect Directors.  However, the initial Board of Directors shall either be elected by the incorporators and shall hold office until the first annual meeting of the Board of Directors.

 

6                Vacancies, Resignation and Removal.  Any vacancy on the Board of Directors may be filled by the remaining directors.  Any Director may resign by delivering a written resignation to the President.  Such resignation shall be effective on receipt unless it specifies a later date.  Any Director may be removed, with or without cause, by a vote of a majority of the Board of Directors. Vacancies in the Board of Directors or in any of the offices which occur between elections shall be filled by a majority vote of the Board for the period remaining until the next annual meeting of the Board.

7                Compensation.  No Director shall receive any salary or other compensation for his or her services as Director, however, reimbursement may be allowed for reasonable expenses incurred in carrying out his or her duties to the Corporation.  Nothing in this Section shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor, except as provided in Section 713-A of the Maine Nonprofit Corporation Act.

8                Committees.  The Board of Directors may from time to time appoint such committees, including an executive committee, as it may deem desirable for the furtherance of the objects and purposes of the Corporation, and may delegate to such committee or committees any or all of its powers, except as provided in Section 709 of the Maine Nonprofit Corporation Act.  The purpose of and rules governing each such committee shall be established when the committee is created.

9                Conflict of Interest.  The Directors may be interested, directly or indirectly, in any contract, transaction or act relating to or incidental to the operations conducted by the Corporation and may freely make contracts, enter into transactions, or otherwise act for or on behalf of the Corporation in such matters; provided that (I) the direct or indirect interest of the Director in the proposed contract, transaction or act shall first be disclosed to and approved by the Board of Directors, (ii) any Director directly or indirectly interested in the contract, transaction or act shall refrain from voting on the matter, and (iii) no contract, transaction or act shall be entered into or taken on behalf of the Corporation if such contract, transaction or act would give rise to a tax under Section 4958 of the Code or jeopardize the Corporation’s tax-exempt status under Section 501(c)(3) of the Code.

 

ARTICLE V

MEETINGS OF THE DIRECTORS

10               Annual Meeting.  The annual meeting of the Board of Directors shall be held in Sweden, Maine in the month of April each year or at such other place and time as may be determined by the Board of Directors.  At the annual meeting, the President for the preceding year shall present a report of the Corporation’s activities during the preceding year and the newly elected President shall preside over any other appropriate business.  Notice of the date, time, place and agenda for the annual meeting shall be given to each Director at least one week in advance.

 

11             Regular Meetings.  Regular meetings shall be held at such place and time as may be determined by the Board of Directors.  At each regular meeting the President shall call for reports from the officers and preside over any other appropriate business.  Notice of the date, time, place and agenda for each regular meeting shall be given to each Director at least one week in advance.

12             Special Meetings.  The President or any officer may, and at the request of a majority of the Directors shall, call a special meeting of the Board of Directors.  Notice of the date, time and place of any special meeting shall be given to each director at least 24 hours in advance.  Neither the business to be transacted at nor the purpose of any special meeting need be specified in the notice of such meeting.

13             Notice of Meetings.  Notice required under these bylaws may be given either in writing, by telephone or in person by the President or any officer of the Corporation.  Notice in writing transmitted by fax, e-mail, telephone and in person shall be deemed to be received on the day and at the time it is transmitted or otherwise communicated.  Written notice by mail shall be timely if given three days in advance of the deadline for such notice by depositing the same, postage prepaid, in a post office box addressed to the director entitled thereto at his or her last known post office address, or such other address as he or she has provided to the Secretary of the Corporation for the purpose of such notices.

14             Attendance as Waiver of Notice.  Attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose, stated at the commencement of the meeting, of objecting to the transaction of any business because the meeting has not been lawfully convened.

15             Quorum.  At any meeting of the Board of Directors, a majority of the Directors then in office shall constitute a quorum for the transaction of business.  A quorum is necessary to vote.  If a quorum is present a majority of the Directors present shall decide a question presented for a vote of the Directors.

16             Adjournments.  If less than a quorum shall be in attendance at the time for which any meeting shall have been called, the meeting may be adjourned from time to time by a majority vote of the Directors present, without any notice other than by announcement at the meeting, until a quorum shall attend.  Any meeting at which a quorum is present may also be adjourned in like manner for such time as may be determined by a majority of the Directors attending.

 

17             Consent in Lieu of a Meeting.  The Board of Directors or any committee thereof may at any time take any action required or permitted to be taken by it without a meeting if all of the members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing (which may be signed in counterparts) is filed with the minutes of proceedings of the Board of Directors or the committee.

18              Telephone Conferences. One or more Directors may attend any annual, regular, special or committee meeting of the Board of Directors through telephonic, electronic or other means of communication by which all Directors participating in the meeting can hear each other and have the ability to fully and equally participate in all discussions.  Such participation shall constitute presence in person at such meeting.

 

ARTICLE VI

NO MEMBERS

The Corporation shall have no voting members.  The Board of Directors shall hold all powers of the Corporation.  No person now or hereinafter designated by the Corporation as a Amember@ for fund raising or other purposes shall be or be deemed a member for purposes of the Articles of Incorporation or Bylaws of the Corporation, nor shall such persons have any voting or fiduciary rights or responsibilities of the Corporation.

 

ARTICLE VII

OFFICERS AND AGENTS

19             Election of Officers.  At the annual meeting the newly elected Board of Directors shall elect from among the directors of the Corporation a President, a Vice President, a Treasurer and a Secretary of the Corporation to hold office until the next succeeding annual meeting and until the election and qualification of their respective successors by the Board of Directors.  Any two or more offices, except those of President and Secretary, may be held by the same person.

20             President.  The President shall be the chief executive officer of the Corporation and shall, when present, preside over meetings of the Board of Directors.  He or she shall have the general and active management of the business and affairs of the Corporation and shall see that these bylaws and all resolutions of the board of directors are carried into effect.

 

21             Vice‑President.  The Vice‑President shall, in the absence or incapacity of the President, preside at all meetings of the Board of Directors and shall perform such other duties as may be assigned to him or her by the President.

22             Secretary.  The Secretary shall keep the minutes of meetings of the Board of Directors, shall have custody of the seal of the Corporation, and shall affix the same to documents when authorized to do so by the Board of Directors.  In addition, the Secretary shall perform such other duties as may be assigned to him or her by the Board of Directors.

23             Treasurer.  The Treasurer shall manage the Corporation=s checking account and keep full and accurate accounts of the receipts and disbursements of the Corporation.  He or she shall disburse the funds of the Corporation as may be ordered by the Board of Directors and shall render to the Board of Directors an account of all of his or her transactions as Treasurer at each regular meeting of the Corporation.

24             Duties May Be Delegated.  In case of the absence or disability of any officer, or for any other reason, the Board of Directors may delegate any or all of the powers and duties of such officer to any other officer or to any director.

25             Additional Officers.  The Board of Directors may appoint such other officers and agents as it shall deem necessary to hold office for such terms and to exercise such powers and perform such duties as shall be determined by the Board of Directors.  The officers of the Corporation shall include a President, a Clerk and a Treasurer.

 

ARTICLE VIII

AMENDMENTS

These Bylaws may be amended or repealed or new Bylaws adopted by a two-thirds (2/3) vote of the Board of Directors at any regular meeting, provided notice of the proposed change is given in the notice of such meeting of Directors.

 

ARTICLE IX

INDEMNIFICATION

 

1                Power to Indemnify.  The Corporation shall in all cases indemnify any person who was or is a Director, and may (subject to Section 1 of this Article IX) indemnify any other 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, by reason of the fact that he or she 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 enterprise, against expenses, including reasonable attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding; provided that no indemnification shall be provided for any person with respect to any matter as to which he shall have been finally adjudicated in any action, suit or proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Corporation or, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order or conviction adverse to such person, or by settlement or plea of nolo contendere or its equivalent, shall not of itself create a presumption that such person did not act in good faith in the reasonable belief that his or her action was in the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

2                Indemnity Against Expenses.  Any provision of Sections 1 or 2 of this Article IX to the contrary notwithstanding, to the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses, including reasonable attorneys’ fees, actually and reasonably incurred by him or her in connection therewith.  The right to indemnification granted by this section may be enforced by a separate action against the Corporation, if an order for indemnification is not entered by a court in the action, suit or proceeding wherein he or she was successful on the merits or otherwise.

 

3                Indemnity Made By Corporation.  Any indemnification under Section 1 of this Article IX, unless ordered by a court or required by these bylaws, 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 and in the best interests of the Corporation; provided, however, that with respect to any person who was or is a director of the Corporation indemnification shall be per se proper in the circumstances if the director has met the applicable standard of conduct set forth in Section 1.  Such determination shall be made by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or if such a quorum is not obtainable, or even if obtainable if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion.  Such a determination once made by the Board of Directors may not be revoked, and upon the making of such determination by the board of directors, the director, officer, employee or agent may enforce the indemnification against the Corporation by a separate action, notwithstanding any attempted or actual subsequent action by the Board of Directors.

4                Expenses of Civil or Criminal Action.  Expenses incurred in defending a civil or criminal action, suit or proceeding shall be paid to any person who was or is a director, and may be paid to any other person whom the Corporation may indemnify under Section 1 of this Article, by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the manner provided in Section 3 of this Article IX upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the Corporation.

5                Power to Purchase Insurance.  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 enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under this Article.  The Corporation shall indemnify a person who is or was a Director, officer, employee or agent of the Corporation or who is or was serving in another capacity at the request of the Corporation, to the extent authorized by law, and may purchase and maintain insurance to protect itself and such persons against liability.

 

ARTICLE X

ADMINISTRATIVE

6                Fiscal Year.  The fiscal year of the Corporation shall end on the 31st day of December of each year.

7                Corporate Seal.  The corporate seal shall be circular in form and shall bear the words “Veritas Health Care,@ the word “Maine,” and the year of incorporation.

 

8                Execution of Documents.  Unless the Board of Directors shall otherwise provide:  (a) any bill, note, check or negotiable instrument may be executed or endorsed in the name and on behalf of the Corporation by the President or Treasurer, acting singly, and (b) any other instrument, documents, deeds, bills of sale or other writings of whatever nature shall be executed in the name and on behalf of the Corporation by the President or the Treasurer, acting singly, and either officer or the Secretary of the Corporation, may seal, acknowledge and deliver the same.

9                Dissolution.  The Corporation may be dissolved at any time by a vote of a majority of the Board of Directors.  Upon dissolution the Board of Directors shall, after paying or making provision for the payment of all enforceable debts and liabilities of the Corporation, distribute all of the remaining assets of the Corporation to one or more organizations described in Section 501(c)(3) of the Code, or any successor provision, with similar purposes to those of the Corporation.