Charter & Bylaws
HealtheClinic Inc.

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Article I Name, Purpose

• Section 1
  The name of the organization shall be HealtheClinic.
  
  
• Section 2
  Our Vision
  A future in which all citizens of the developing world have quality, community-based healthcare

  Our Philosophy
  It's simple but powerful: locally generated and locally managed healthcare programs are the most successful. When local people are involved in developing solutions to their healthcare needs, they have a vested interest in seeing those programs continue and thrive.

  We believe that enabling people in the developing world to provide their own healthcare is a far better alternative than depending on foreign aid organizations, or centrally planned governments programs that often have track records of failure and corruption.

  In a world that is a paradoxical mixture of great abundance and great need, challenges to providing sustainable healthcare in the developing world are many:

  • Local healthcare programs in the developing world suffer from chronic shortages of everything, including healthcare workers, education, medication, and supplies.
    
    
  • Talented and dedicated healthcare providers along with lay people in developing countries struggle to provide quality care in environments often choked in political graft and corruption.
    
    
  • Industrialized countries needlessly discard billions of dollars of useful medicines, supplies, and equipment every year that can be used to save lives in the developing world now.
    
    
  • People living in industrialized countries, who want to help in the developing world, have no idea how to do this. Joining an organization like Doctors Without Borders to serve abroad is not an option for most people, and just writing a check doesn't offer the intrinsic rewards of direct involvement.

  Our Mission
  Our purpose at HealtheClinic is to provide an interchange, serving to unite people from the industrial world, and those in less developed countries, in partnership to create and support community-based healthcare programs in the developing world.

  HealtheClinic programs concentrate on providing successful models of community-based healthcare available to all via the Internet. Our focus is to provide support in planning, organizing, fundraising, building, and managing community-based clinics.

  Our goal is to overcome the information gap separating people in developing countries from growing their own sustainable community-based healthcare. We believe that the Internet will continue to provide the best opportunity in the 21st to close that divide.

  HealtheClinic will provide a forum for partnership. We seek to create active partnerships between neighborhood groups, villages, schools, and cooperatives in the developing world which are seeking to provide their own community-based healthcare, and those dedicated individuals, foundations, and private industries in the industrialized world, who are interested in enabling them in the process. Working together, sustainable, locally managed healthcare is possible anywhere in the world.

Article II Membership

• This corporation has no members.

Article III Board of Directors

• Section 1
  Number. The number of board members shall be no less than five and no more than twelve.
  
  
• Section 2
  Responsibilities. The board shall be responsible for setting all policy and for governing the organization. The board shall hold the power to conduct all of the corporation’s business and may delegate that power as needed to any such agent of the board such as the executive director.
  
  
• Section 3
  Length of Terms. Directors shall serve for a term of three years. The maximum number of consecutive terms a director may serve is two.
  
  
• Section 4
  Selection. New board members shall be chosen by two-thirds majority vote by current governing board. Nominations will be put forth by a committee chosen by the board.
  
  
• Section 5
  A quorum shall consist of a majority of directors.
  
  
• Section 6
  The corporation shall have meetings quarterly, one of which shall be the annual meeting. Should hardship force cancellation, a meeting shall take place at least annually. Meetings shall take place at an agreed upon time and place. Teleconferencing, or other live media, are considered same as physical presence.

  The board president, the executive committee, or a majority percentage of the directors may call a special meeting.

  Board members shall be notified by mail, telephone, e-mail, or fax two weeks before every board meeting.
  

• Section 7
  Resignation, Termination and Absences. Resignation from the Board must be in writing and received by the Secretary. Any director who misses three consecutive board meetings may be removed with approval of two thirds of board. A Board member may be removed for other reasons by a majority vote of the remaining directors.
  
• Section 8
  Voting will be left to the discretion of the president. Voice votes, show of hands, or written ballot may be used.
  
  
• Section 9
  Compensation. Directors shall not be compensated for their service except for reimbursement of reasonable expenses.

Article IV Officers of the Board

Officers and Duties. There shall be four officers of the Board consisting of a President, a Vice-President, Secretary, and Treasurer. Officers shall be chosen by a majority vote of the directors. Officers shall serve two-year terms and are limited to two consecutive terms.

Duties as follows:

• Section 1
  The President presides at all meetings of the board, appoints committees, and shall ensure that proper records are maintained and filed as necessary.
  
  
• Section 2
  The Vice-President of the board shall act as the chief board officer in the President’s absence. The Vice-Chair will chair committees on special subjects as designated by the board.
  
  
• Section 3
  The Treasurer shall oversee financial matters of the organization, ensuring that monies are deposited promptly in the appropriate accounts, maintaining financial records, and issuing checks. The Treasurer shall serve as chairperson of the Budget and Finance Committee. The Treasurer shall make a report at each Board meeting. The Treasurer shall assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public.
  
  
• Section 4
  The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, and assuring that corporate records are maintained. The Secretary shall ensure that all necessary reports and filings to state and federal authorities are made in a timely matter.

Article V Board Committees

Standing Committees of the board shall include: Executive, Development, Budget and Finance, Program, and Nominating. The board may create committees as needed, such as: public relations, education, and data collection. The Board President appoints all committee chairs. Committee chairs must be members of the Board. Committees shall report to the board at meetings, and submit motions for approval.

• Section 1
  The Executive Committee shall be composed of officers of the corporation. The executive committee shall carry out all necessary decision making between meetings of the board. The Executive Committee shall be responsible for reporting on its decision making at all meetings of the board, and all meetings involving the vision and mission of HealtheClinic.
  
• Section 2
  Responsibilities of the Development Committee include ensuring that adequate funds are available for the organization to carry out its mission to provide healthcare and healthcare education. These responsibilities include working with organizational staff and other members of the board to solicit charitable gifts, carry out fundraising events, and secure foundation and corporate grants.
  
• Section 3
  The responsibilities of the Budget and Finance Committee will include preparing and approving the annual budget, overseeing with the Treasurer the accounting and banking functions of the organization, and arranging for certified audits of the organization's accounts when necessary. The Treasurer is chair of the Budget and Finance Committee. This Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan, and annual budget with staff and other Board members. Annual reports are required to be submitted to the Board showing income, expenditures and pending income. The financial records of the HealtheClinic are public information and shall be made available to board members and to the public.
  
  
• Section 4
  The Program Committee shall oversee and provide advice regarding the specific medical and health education programs developed by HealtheClinic. This committee shall meet on a regular basis with program staff to obtain information about the organization's programs and makes regular reports to the board of directors about these activities.
  
  
• Section 5
  The Nominating Committee shall identify candidates for election to the board and assembling a slate of officer candidates to be elected by the full board.
  

Article VI Director and Staff

• Section 1
  By election of the board, the position of Executive Director may be created.

  At such time, the duties of the Executive Director will be specified, in order to carry out the board’s policies and goals of HealtheClinic.
  

Article VII Amendments to Bylaws

• Section 1
  These bylaws may be amended subject to approval of a vote of two-thirds of the sitting directors. All amended bylaws shall be dated and signed by the board president and the secretary.
  

Article VIII Assets Upon Dissolution

• Section 1
  In accordance with Section 501(c)(3) of the U.S Internal Revenue Service: Should this corporation be dissolved for any reason, all remaining assets will be used exclusively for tax exempt purposes, such as charitable, religious, educational, and or scientific purposes.

Article IX Conflict of Interest Policy

• Section 1
  The purpose of the conflict of interest policy is to protect this tax-exempt organization's interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of HealtheClinic 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 organizations.
  
  
• Section 2
  Definitions. 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.

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

  a. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,

  b. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or

  c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization 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 Article VIII, Section 3, 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

  1. 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.

  2. 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.

  3. Procedures for Addressing the Conflict of Interest

  a. 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.

  b. 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.

  c. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

  d. 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 Organization'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.

  4. Violations of the Conflicts of Interest Policy

  a. 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.

  b. 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 Organization 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 Organization 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 Organization, 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 Organization 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 Organization 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 organizations conform to the Organization'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 Article VII, the Organization 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.

  The following states have adopted legislation satisfying the requirements of section 508(e) relating to private foundation governing instruments. Information derived from Revenue Ruling 75-38, 1975-1 C.B. 161.

CONNECTICUT — except where otherwise provided by a court of competent jurisdiction.