HomeMy WebLinkAbout960051.tiff RESOLUTION
RE: CONSENT TO SECOND AMENDMENT TO THE BYLAWS 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 a Second Amendment to the Bylaws for
NCMC (North Colorado Medical Center), Inc., and
WHEREAS, after review, the Board deems it advisable to consent to said second
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 Amendment to the Bylaws 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
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SECOND AMENDMENT TO THE BYLAWS FOR
NCMC, INC.
DECEMBER 19, 1994
The Bylaws are hereby amended as follows:
Section 3.2 is hereby restated as follows.
NUMBER ELECTION. TENURE AND QUALIFICATIONS. The total
number constituting the Members of the Board shall be not less than seven (7) nor more
than ten (10), not including in such number the Administrator of the Health Care Facility
or any other Ex-Officio Member. At its regular Annual Meeting, the Board shall fill
vacancies in its membership for terms commencing on the first day of the month following
such selection and administration of an oath of office administered by the secretary, and,
except as provided in Section 33, continuing for three (3) years unless they sooner resign
or are removed. A maximum of three (3) Members of the Board shall be appointed by the
Board of Trustees of North Colorado Medical Center, and the remainder of the appointed
Members of the Board shall be selected from among other leaders, one or more of whom
may be a licensed physician. Selection for membership on the Board shall focus on the
candidate's talents and ability to contribute in areas which may include but are not limited
to: long range planning finance, policy making and direction setting. Selection of board
members must recognize current board composition and identified areas of needed talent.
Additionally, board members must be available and willing to commit time, effort and be
an active participant on the Board of Directors.
Section 3.10 is hereby restated as follows:
VACANCIES. Any vacancy occurring in the appointed membership of the
Board and any membership thereon to be filled by reason of an increase in the number of
Members of the Board shall be filled by the Board, except that any vacancy occurring in the
membership that was appointed by the Board of Trustees of North Colorado Medical
Center shall be filled by the Board of Trustees of North Colorado Medical Center.
Section 4.1-3(a) is hereby restated as follows:
There shall be a Board Committee designated as the Finance Committee.
The membership of the Finance Committee shall consist of three (3) or more members of
the Board, at least one of whom shall be one of the members of the Board that were
appointed by the Board of Trustees of North Colorado Medical Center, and one of whom
shall be designated Clair of the Finance Committee by the Board.
EV\52358\138228.1
Section 4.1-3(c)(3), the first paragraph is restated as follows:
Audit. The Finance Committee shall carry out its financial and quality audit
function as follows:
to\52758\138228.1 -2-
NCMC BOARD OF DIRECTORS
BOARD TRANSMITTAL
TRANSMITTAL: 2
AGENDA ITEM: 8B
TO: BOARD OF TRUSTEES FROM: LEE MORRISON
December 18, 1995 December 18, 1995
RECOMMENDATION/REQUEST:
To approve the Second Amendment to the Bylaws 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., Bylaws
have been revised to provide for a stronger relationship between NCMC,
Inc., and the Board of Trustees. The Bylaws 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:WDMIN\BOARD\TRANSMIT.E 1
96
From: LEE MORRISON
To: charding
Date: 1/13/96 5:57pm
Subject: hospital documents from last wedesday
Reply requested when convenient
se send copies of executed version To Ellen Stewart,Gorsuch Kirgis,LLC1401 17th#1100 PO BOX 17180
,Denver 8
U
�"f..l�- AS/Cite
MEMO
To: j3oard of County Commissioners
From: D. Morrison
Subject: Consent to Hospital Documents
Date: January 8, 1996
The IRS has questioned the tax exempt status of NCMC Inc. The issue is whether the NCMC
corporate entity is a"support" entity . The Trustee's bylaws and the corporate bylaws and
Articles are proposed to be amended to provide a greater tie between the Trustees and the
Corporation. To do this, changes are made that memorialize the current practice of the Board of
Trustees appointing Trustees to Directorships and replacing vacancies previously held by
Trustees on the Corporate Board with another Trustee. The changes also make it clear that the
purpose for NCMC, Inc. is to carry out the statutory purposes of a County Hospital, while still
allowing a lease to LHS, and the Trustees' purpose is to monitor the terms of the lease with
NCMC. Unrelated to the tax issue, is a provision , in the bylaws, which would increase the
number of Directors to 10 at the request of the Directors in order to more easily meet quorum
requirements for subcommittees.
The Trustees and the NCMC Board have approved the changes and your consent to the changes
is recommended.
Hello