By-laws of the Nathan Adelson Hospice, November 30, 1978

CODE OF BYLAWS OF THE NATHAN ADELSON HOSPICE ARTICLE I - OFFICES Principal Office Section 1.01. The principal office of the corporation for the transaction of its business is located in Clark County, Nevada.? Chapter Offices Section 1.02. The corporation may also have chapter offices at such other places, within or without the State of Nevada where it is qualified to do business, as its business ma" require and as the Board of Trustees may from time to time desig-nate. Chapters of Hospice shall be groups formed in appropriate geographical areas to carry out Hospice business under the direc-tion of the Board of Trustees of the corporation. ARTICLE 2 - PURPOSES Section 2.01. Supplementary to the purposes set out in the Articles of Incorporation, this corporation intends: (a) To provide an ongoing educational program for professionals and the lay public on the methods most effective in providing help to the terminally ill patient and those close to the patient. (b) To institute a program of home care ar.d in-patient service provided by a team of individuals skilled in working with the dying patient and the patient's family at all stages of the terminal illness, as well as a program of support for the sur-vivors . ARTICLE 3 - MEMBERS Classes of Membership ar.d Rights Section 3.01. The rights, interests, and privileges of each member shall be equal. No member shall hold more than one membership in the corporation, and each member shall be en-titled to one vote. Qualifications Section 3.02. Any person who makes any contribution to the corporation and agrees to abide by the Articles of In-corporation of this corporation, these Bylaws, and the rules and regulations adopted by the Board of Trustees is eligible for membership in the corporation. ARTICLE 4 - MEETINGS OF MEMBERS Place Section 4.01. All meetings of the members shall be held at such place in Clark County, or elsewhere, as may be designated by the Board of Trustees. Annual Meeting Section 4.02 An annual meeting of members for the election of Trustees and for the transaction of such other busi ness as may properly come before the meeting shall be held ever year on a date in February to be set by the Board of Trustees. Special Meetings Section 4.03. Special meetings of members for any purpose may be called at any time by the Board of Directors or by not less than ten (10) percent of the members of the corpora-tion. Notice Section 4.04. Notice of all meetings of members shall be given by the Secretary of the corporation at least ten (10) days prior to the date of the meeting. Contents of Notice Section 4.05. Notice of meetings of members shall specify the place, the day, and the hour of the meeting and, in the case of special meetings, the general nature of the business to be transacted. Such notice may be waived either before or after such meeting in the manner permitted by Nevada Law. Quorum Section 4.06. A minimum of 15 members present in per-son or by proxy shall constitute a quorum at all"regular or special meetings for the transaction of business. Adjournment for Lack of Quorum Section 4.07. In the absence of a quorum, any meeting of members nay be adjourned from time to time by a vote of a majority of the members present, but no official business shall be transacted. -3- Notice of Adjourned Meeting Section 4.08. When a meeting is adjourned for lack of a quorum, standard notice will be required for reconvening the meeting. Loss of Quorum Section 4.09. The members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment notwithstanding the withdrawal of enough members to leave less than a quorum. ARTICLE 5 - TRUSTEES Number Section 5.01. The corporation shall be managed by a Board of Trustees having not fewer than three (3) members. The number of directors may be hanged by the members of the corpora-tion by majority vcte at any meeting. Qualifications Section 5.02. It is recommended that not more than five (5) Trustees be actively engaged in physical health ser-vices (e.g. physicians, nurses, technicians, pharmacists, public health personnel, etc.), and that not more than five (5) Trustees be actively engaged in mental health or social services (e.g., psychologists, clergy, counselors, social workers, etc.), and that the remaining Trustees represent a further cross section of community interest. -4- Elections, Terms and Vacancies Section 5.03. At each annual meeting, not fewer than five (5) Trustees shall be elected for three-year terms. A Trustee may not serve more than two terms consecutively. Compensation Section 5.04. Trustees shall serve without compensa-tion, but each Trustee may be reimbursed necessary and actual expenses, including travel from and to home to the place of meeting or place where services as Trustee are required. .Organization Meeting Section 5.05 After the annual meeting of the members, the Trustee shall select by majority vote from their number a Chairman, and one or more Co-Chairmen, a Secretary and a Treas-urer, as provided herein, to hold office for one (1) year or until the election of their successors. Place Section 5.06. Meetings of the Trustees shall be held at such place in Clark County, Nevada, or elsewhere as niay be designated from time to time by the Eoard of Trustees. Regular Meetings Section 5.07. Regular meetings of the Eoard of Trustees shall be held at such time and place as shall be pre-scribed from time to time by resolution of the Board. -5- Special Meetings Section 5.08. A special meeting of the Board of Directors shall be held whenever called by the Chairman, or if he/she is absent or unable to act, by any Co-Chairman, or by any five (5) Trustees. The written notice of any special meet-ing shall state the purpose of the meeting. Notice Section 5.09. Notice of the annual meeting shall be given by the Secretary of the corporation at least ten (10) days prior to the date of the meeting. Validation of Meeting Defectively Called or Noticed Section 5.10. The transactions of any meeting of the Board of Trustees, however called and noticed and wherever held, shall be as valid as though having occurred at a meeting duly held after proper call and notice, provided a quorum, as herein-after defined, is present and provided that either before or after the meeting each of the Trustees not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Quorum Section 5.11. A quorum shall consist of a majority of the Trustees. -6- Loss of Quorum Section 5.12. The members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment notwithstanding the withdrawal of enough members to leave less than a quorum, if the remaining members constitute a majority of a quorum. ARTICLE 6 - OFFICERS Number and Titles Section 6.01. The officers of this corporation shall be a Chairman, one or. more Co-Chairmen, a Secretary, a Treasurer, and such subordinate officers, including one or more Assistant Secretaries and Assistant Treasurers, as the Board of Trustees may designate. Any person may hold more than one office. Chapter Officers Section 6.02. Each Chapter may elect such officers as are needed for the conduct of Chapter business. Qualification, Election, and Term of Office Section 6.03. Only Trustees are qualified to hold the office of Chairman, Co-Chairmen, Secretary, and Treasurer. ARTICLE 7 - COMMITTEES Executive Committee Section 7.01. The Executive Committee shall be com-posed of the Secretary, Treasurer, and all Co-Chairmen. The duty of the executive committee shall be to conduct any neces- -7- sary business between regular Board meetings. Reports of any Executive Committee action shall be made at the next regularly scheduled meeting of the Board of Trustees. Nominating Committee Section 7.02. The Nominating Committee shall be com-posed of at least four (4) members to be appointed by the Chair-man of the Board of Trustees to serve a one year term. The nominating committee shall present for approval at the regular February board meeting a suggested slate. The slate will be confirmed at the March board meeting and will then be mailed to the membership with the annual corporation meeting notice with a brief resume of each candidate's qualifications. The slate of candidates will be presented at the annual corporation meeting at which time nominations from the floor may also be received. Persons nominated "from the floor" shall have given their con-sent and a statement of qualifications shall have been given to a member of the nominating committee prior to the meeting. From time to time between annual meetings if vacancies occur on the board, the nominating committee shall present candidates for election by the board to fill unexpired terras. * Other Committees Section 7.0 3,. The Board of Trustees may appoint such other committees as it deems advisable, provide for the selec-tion of the chairperson and members thereof and prescribe their duties. -8- ARTICLE 8 - CORPORATE RECORDS AND REPORTS Section 8.01. The corporation shall keep at its principal office, or at such other place as the Board of Trust-ees may specify, a book of the minutes of the annual meeting of the corporation and of all meetings of Trustees, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice given, the names of those present, and the proceedings thereof. Also to be kept at the principal office are Corporate Records and a copy of the Articles of Incorporation. ' Books of Account Section 8.02. The corporation shall keep and main-tain adequate and correct accounts of its properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses. Annual Report Section 8.03. At the end of each fiscal year, the Board of Trustees shall prepare and publish, or cause to be prepared and published, an audit of the affairs of the corpora-tion. The auditor's report shall contain a report of receipts and disbursements and a balance sheet. The Chairman shall pre-sent the annual report and audit examination at each annual meeting of members. ARTICLE 9 - FISCAL YEAR Section 9.01. The fiscal year of the corporation -9- shall be January 1 through December 31. ARTICLE 10 - GENERAL PROVISIONS Conflict of Interest Article 10.01. No member of the Board of Trustees or of a Committee shall vote on a proposal or a resolution in which said member has a conflict of interest. ARTICLE 11 - BYLAWS Amendments Section 11.01. These Bylaws may be altered, amended, or repealed by a majority vote of all Trustees at any meeting of the Board of Trustees, provided, however, that said Trust-ees may not change the number of Trustees provided herein. The undersigned hereby certifies that the foregoing is the Code of Bylaws of The Nathan Adelson Hospice as adopted on the date hereof. DATED this 30th day of November, 1978. -10-