HomeMy WebLinkAbout960052.tiff RESOLUTION
RE: CONSENT TO SECOND ARTICLES OF AMENDMENT TO THE ARTICLES OF
INCORPORATION FOR NCMC, INC.
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with the Second Articles of Amendment to the
Articles of Incorporation for NCMC (North Colorado Medical Center), Inc., and
WHEREAS, after review, the Board deems it advisable to consent to said second articles of
amendment, a copy of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED that the Board of County Commissioners of Weld
County, Colorado, be, and hereby consents to the Second Articles of Amendment to the Articles of
Incorporation for NCMC, Inc.
The above and foregoing Resolution was, on motion duly made and seconded, adopted by
the following vote on the 10th day of January, A.D., 1996.
BOARD OF COUNTY COMMISSIONERS
WE COUNTY, COLORADO
LUIO4Lh
n
arbar J. Kirkmeyer, Chair
Wettl..CouMy Clerk to the Board
C.:, ' C
rge . Baxter, Pr -T
, Y`1 Deputy Clerk the Board
Dale . Hall •
AS TO FOR : l %"/Z t-5 iv
Constance L. Harbert
crAttorney f ' % /,
W. H. Webster
960052
HS0001
C!(!: 6ece ; cg;ivem ?
SECOND ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
FOR
NCMC, INC.
Pursuant to the provisions of the Colorado Nonprofit Corporation Act, the
undersigned corporation adopts the following Second Articles of Amendment to its Second
Amended and Restated Articles of Incorporation:
FIRST: The name of the corporation is NCMC, Inc_
SECOND: The following amendments to the Second Amended and Restated
Articles of Incorporation were adopted on , 1995 by at least a
majority vote of the Directors then in office because the corporation has no members:
Articles IV, V, and VIII are hereby amended to read as follows:
ARTICLE IV
PURPOSE
The corporation is organized and shall be operated exclusively for the benefit of, and
to carry out the principles of The Board of Trustees of North Colorado Medical Center, a
body corporate created and appointed by the Board of County Commissioners of Weld
County, Colorado pursuant to authority vested in Weld County by Part 3, Article 3 of Title
25, Colorado Revised Statutes of 1973. Without in any way limiting the foregoing general
purposes, the corporation shall establish, maintain, or lease to third parties which are
exempt under Section 501(c)(3) of the Internal Revenue Code, for the provision of hospital
services, one or more hospitals as institutions with permanent facilities for diagnosis and
treatment of both inpatients and outpatients; to develop or lease to third parties which are
exempt under Section 501(c)(3) of the Internal Revenue Code related facilities for or
arrangements for the provision of urgent care, extended care, home care and other health
care services; to foster the teaching and research functions of such hospitals and related
facilities in cooperation with other health care and educational institutions; and for any
other lawful purpose or purposes for which a nonprofit corporation may be organized in the
State of Colorado for the benefit of, and to carry out the principles of The Board of
Trustees of North Colorado Medical Center.
IVN\52358\138219.1
ARTICLE V
BOARD OF DIRECTORS
The management of the corporation shall be vested in a Board of Directors. The
number of directors shall be fixed by the Bylaws, but not more than three (3), or less than
one (1) shall be appointed by The Board of Trustees of North Colorado Medical Center.
The number of directors may be increased or decreased from time to time by amendment
of the Bylaws,but no decrease in number shall have the effect of shortening the term of any
incumbent director.
ARTICLE VIII
TAX PROVISIONS
The corporation shall qualify as an organization exempt from federal income tax
under Sections 501(a) and 501(c)(3)of the Internal Revenue Code of 1986, as amended, and
regulations promulgated pursuant thereto, or the corresponding provisions of any applicable
future United States Internal Revenue law or regulations (collectively the "Code), and as
other than a private foundation(a"Public Charity") within the meaning of Section 509(a)(3)
of the Code.
No part of the net earnings of the corporation shall inure to the benefit of, or be
distributable to its Directors, Officers, or other private persons, except that the corporation
shall be authorized and empowered to pay reasonable compensation for services rendered
and to make payments and distributions in furtherance of the purposes set forth in Article
IV above. 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 in, or intervene in(including the publishing or distribution of statements) any
political campaign on behalf of any candidate for public office. Notwithstanding any other
provision of these Articles, the corporation shall not carry on any activities not permitted
to be carried on (a) by a corporation exempt from federal income tax under Section
501(c)(3) of the Code, or (b)by a corporation, contributions to which are deductible under
Section 170(c)(2) of the Code.
If the corporation is at any time a private foundation within the meaning of Section
501(a) of the Code, the corporation (i) shall distribute its income for each taxable year at
such time and in such manner as not to become subject to the tax on the undistributed
income imposed by Section 4952 of the Code; (ii) shall not engage in any act of self dealing
as defined in Section 4941(d) of the Code; (iii) shall not retain any excess business holdings
as defined in Section 4943(c) of the Code; (iv) shall not make any investments in such
Mi\52358\138219.1 -2-
manner as to subject it to tax under Section 4944 of the Code; and (v) shall not make any
taxable expenditures as defined in Section 4945(d) of the Code.
NCMC, INC.
By:
Julianne Haefeli, Chair and President
By:
Kenneth F. Lind, Esq., Secretary
lrii\52358\138219.1 -3-
NCMC BOARD OF TRUSTEES
BOARD TRANSMITTAL
TRANSMITTAL: 1
AGENDA ITEM: 8B
TO: BOARD OF TRUSTEES FROM: LEE MORRISON
December 18, 1995 December 18, 1995
RECOMMENDATION/REQUEST:
To approve the Second Articles of Amendment to the Articles of Incorporate
for NCMC, Inc., as outlined in the attached.
ACTION REQUIRED:
Vote to approve.
SUMMARY:
As required by the Internal Revenue Service (IRS) the NCMC, Inc., Articles
of Incorporation have been revised to provide for a stronger relationship
between NCMC, Inc., and the Board of Trustees. The Articles of
Incorporation change will permit NCMC, Inc., to be classified as a support
organization by the IRS and not a private foundation.
FINANCIAL IMPLICATIONS:
None.
CONTACT(S) FOR ADDITIONAL INFORMATION:
Robert Harmon, Executive Director, NCMC Board of Directors (350-6052)
Ellen Stewart, Attorney at Law for NCMC, Inc., (299-8929)
Lee Morrison, County Attorney (356-4000)
F:\ADMIN\BOARD\TRANSMIT.E2
( end r
Hello