2.1   Member Capital Region Health Care Corporation, a charitable corporation, acting through its Board of Trustees, shall be the sole Member of the Corporation.

2.2  Annual Meeting
The annual meeting of the Corporation shall be held in Concord, New Hampshire in the first quarter of each calendar year.

2.3  Special Meetings
Special meetings of the Corporation may be called by the Chair or the Member.

2.4  Notice of Meetings
Notice of the time and place of annual meetings and of the time, place and purposes of any special meeting of the Corporation shall be given in hand or sent by mail by the Secretary not less than five (5) days (exclusive of the day of the meeting and the day of the giving of the notice) prior to the meeting.

3.1  Number and Composition
The Board of Trustees shall be composed of not less than fourteen (14) nor more than nineteen (19) persons excluding ex officio Trustees, the number to be established by and, except for ex officio Trustees, elected by the Member. The President of the Corporation and the President of the Medical Staff shall be ex officio members of the Board, with vote. Not less than sixty percent (60%) of the Trustees, excluding ex officio Trustees, shall be residents of one of the communities of Concord Hospital’s primary service area as follows:

3.2  Term of Office
The term of office of each Trustee shall begin at the annual meeting of the Corporation at which the Trustee is elected. Ex officio Trustees shall serve until the expiration of their tenure in the positions qualifying them as ex officio members of this Board. Approximately one-third of the elected Trustees shall initially hold office for a term of one year, one-third for a term of two years, and one-third for a term of three years; thereafter, as the term of office of each such Trustee expires, a successor shall be elected and shall hold office for a term of three years. No Trustee except ex officio Trustees shall serve more than four consecutive full terms.

3.3  Election
All Trustees except ex officio Trustees shall be elected by the Member at the annual meeting of the Member. A nomination slate for the Trustees shall be submitted by the Governance/Nominating Committee of the Corporation.

3.4  Removal
Any Trustee may be removed at any time, with or without cause, by a two-thirds vote of the entire Board of Trustees, except the Trustee in question.

3.5  Vacancies
Vacancies on the Board of Trustees due to death, resignation, loss of qualifying status or other cause shall be filled by election by the remaining members of the Board of the Corporation. Trustees elected to fill vacancies shall hold office until the next annual meeting of the Member, at which time successors shall be elected in the manner provided for in the case of original elections and they shall then hold office for the remainder of the term of the Trustee who created the vacancy.

3.6  Powers
The affairs of the Corporation shall be managed by the Trustees who shall have and may exercise all the powers of the Corporation except those reserved to the Member by law, the Articles of Agreement or these Bylaws.
A.  Any voluntary dissolution, merger or consolidation of the Corporation or the sale or transfer of all or substantially all of the Corporation’s assets or the creation or acquisition of any subsidiary or affiliate corporation shall be subject to approval by the Member.
B.  Any amendment of these Bylaws or of the Corporation’s Articles of Agreement shall be subject to approval by the Member.
C.  Any changes in the Corporation’s non-profit status shall be subject to approval by the Member.

3.7  Meetings
Regular meetings of the Board shall be held at least six (6) times per year, as determined by the Board from time to time, at the Hospital or at such other location as may be designated by the Chair. The January meeting of the Board shall be the annual meeting of the Board.
Special meetings may be called by the Chair, the President, or upon written request by one-third of the Trustees or upon written request by the Member. Written notice of special meetings shall be mailed by the Secretary of the Corporation to each Trustee at least five days before the date of such special meeting. The notice shall state the time and place of the meeting and the business for which the special meeting has been called. No business other than that stated in the notice may be transacted at such special meetings. A Trustee may waive the right to notice by filing a written waiver with the Secretary prior to, at or after the meeting.
A Trustee may participate in a meeting by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting by such means constitutes presence in person of the meeting.
Any action that may be taken or is required to be taken at a meeting of the Board may be taken without a meeting if consents in writing, setting forth the action so taken, are signed by all of the Trustees. The Secretary shall file such written consents with the minutes of the proceedings of the Board. Such consents shall have the same effect as a unanimous vote of the Board for all purposes.

3.8  Quorum and Voting
A majority of the Board of Trustees shall constitute a quorum for the transaction of business. Each Trustee shall have one vote and there shall be no voting by proxy. Except as otherwise provided for herein or by law, all actions of the Board shall be effected by majority vote of the Trustees present and voting. If less than a quorum shall be present at the meeting, action of the Board may be taken by the unanimous consent of the Trustees present and the written approval of the minutes of their actions by such of the other Trustees whose votes, when added to the votes of those Trustees present at the meeting, shall equal in number a majority of the Board.

3.9  Executive Sessions
In order for the Board to enter executive session, the Chair may declare an executive session or a motion to do so may be made, seconded and passed by a majority vote. No voting member of the Board will be disqualified from voting on the motion except in the case of a known conflict of interest. The Chair shall determine who will be excluded from the executive session. Minutes of an executive session shall be recorded, but kept in a separate binder. Access to the minutes of executive sessions will be limited to those Trustees who were not excluded from the executive session, and others as approved by the Chair. Only upon motion and vote in executive session will any action taken in executive session be repeated in open session and recorded in the minutes thereof.

4.1  Identification
The regular officers of the Corporation shall be:

  A.  Chair
  B.  Vice Chair
  C.  President
  D.  Treasurer
  E.  Secretary

The Board of Trustees may from time to time establish other offices subordinate to the foregoing as are appropriate to conduct the affairs of the Corporation and shall elect or appoint the officers to such positions, as the Board may determine.

4.2  Election
The Chair, Vice Chair, Secretary and such other officers as the Board may from time to time establish shall be elected by the Board at the annual meeting of the Board from a nomination slate submitted by the Governance/Nominating Committee of the Corporation, which may be supplemented by nominations from the floor. If no candidate for an office receives a majority vote on the first ballot, a runoff election shall be held promptly to choose between the two candidates receiving the highest number of votes for such position. The President and the Treasurer shall be appointed by the Board.

4.3  Term
Each officer, other than the President and Treasurer, shall hold office for a term of one year or until a successor shall have been duly elected and qualified. The President and Treasurer shall serve at the pleasure of the Board (except that its provision shall not be construed to prohibit employment contracts with such officers.)

4.4  Removal
Any officer may be removed at any time, with or without cause, by a vote of two-thirds of the entire Board of Trustees other than the officer in question if the officer is also a Trustee.

4.5  Vacancies
Vacancies in offices, other than that of Chair, shall be filled by the Board at its next regular or any special meeting by the same method as provided for in Section 4.2. If there is a vacancy in the office of Chair, the Vice Chair shall serve the remaining term.

4.6  Duties

  A.  CHAIR: The Chair shall serve as the principal elected officer of the Corporation. As such, the Chair shall:

  B.  VICE CHAIR: The Vice Chair shall perform the duties of the Chair in the event of the Chair’s absence, disability or refusal to act, together with such other duties as may be, from time to time, designated by the Board. C.  SECRETARY: The Secretary shall:

In the absence of the Secretary from any meeting of the Board of Trustees or the Executive Committee, the Chair may appoint a temporary secretary who shall keep the minutes of that meeting.

  D.  TREASURER: The Treasurer shall be appointed by the Board and, except as otherwise directed by the Board, shall:

  The Treasurer shall give such bond for the faithful performance of the duties of the office as the Board may from time to time require.

5.1  General Subject to the approval of the Member, the Board of Trustees shall employ the President of the Corporation who shall, subject to policies and directives determined by the Board, be the Chief Executive Officer of and be responsible for the general operation of the Corporation. The Board of the Corporation shall also determine the President’s compensation.

5.2  Power and Duties

  The powers and duties of the President shall include:

6.1  Designation and Substitution
Committees of the Board shall be standing and special. The standing committees shall be established by these Bylaws. Special committees may, from time to time, be established by the Chair or the Board.
Whenever these Bylaws or the Bylaws of the Medical Staff require that a function be performed by or that a report or recommendation be submitted to:
  A.  a named committee of the Corporation or the Hospital, but no such committee shall have been appointed, the Executive Committee shall perform such function or receive such report or recommendation;
  B.  the Executive Committee, but a standing or special Committee shall have been formed to perform the function, the committee so formed shall act in accordance with the authority delegated to it in place of the Executive Committee.

6.2  Powers Subject to the general supervision of the Board, each committee shall have the specific powers delegated to it by these Bylaws or by the authority appointing the committee and such additional powers as may be necessary or appropriate to the proper discharge of its duties. The activities of all committees shall be under the supervision of the Board.

6.3  Composition Unless otherwise specifically provided, each committee shall be composed of a minimum of three members, at least a majority of whom shall be Trustees. Members of any committee who are not Trustees of the Corporation shall serve with vote unless otherwise specified by these Bylaws or the Board.

6.4  Appointment and Vacancies
Unless otherwise specifically provided, the members of all committees of the Board and Board members of committees of the Medical Staff shall be appointed by the Chair. All vacancies due to death, resignation, disqualification or other cause, except removal, shall be filled by the Chair. Vacancies due to removal shall be filled by the Board.

6.5  Removal
A committee member may be removed, with or without cause, by a vote of two-thirds of the entire Board of Trustees, other than the committee member in question if the member is a Trustee.

6.6  Committee Officers
Unless otherwise specifically provided, the Chair shall designate a chair and a secretary of each committee, who shall serve in such offices at the Chair’s pleasure.

6.7  Quorum and Voting
Unless otherwise specifically provided, a majority of each committee shall constitute a quorum for the transaction of business. Each voting member of a committee shall have one vote and there shall be no voting by proxy. Unless otherwise specifically provided, all actions of a committee shall be effected by a majority vote of the members present and voting.

6.8  Term
Each standing or special committee member shall hold office until the next annual meeting or until a successor shall have been duly elected or appointed.

6.9  Meetings and Records
Committees shall meet as required by the Bylaws, but if not specified, not less than annually. The time and place of meetings shall be designated by the chair of the committee. Special meetings shall be called upon no less than five (5) days notice to the members. A committee member may waive the right to notice by filing a written waiver with the secretary of the committee prior to, at or after the meeting. A committee may take action without a meeting if consents in writing, setting forth the action so taken, are signed by all the members of the committee. The secretary shall file all such consents with the minutes of the proceedings of the committee.
Each committee shall keep an accurate record of its meetings and actions and the attendance of its members. The secretary of the committee shall submit minutes of its meetings to the Board.

6.10  Standing Committees

  There shall be the following standing committees of the Board:

6.11  Executive Committee
  A.  Members – The Executive Committee shall consist of the Chair, Vice Chair and Secretary of the Board, the President of the Corporation and at least two other Trustees. The Chair of the Board shall serve as chair of the committee.
  B.  Duties
  1.  To manage the affairs of the Corporation between meetings of the Board.
  2.  To review and/or revise the President’s annual fiscal year goals and objectives and recommend for approval to the full Board.

6.12  Quality Assurance and Improvement Committee
  A.  Members – The Quality Assurance and Improvement Committee shall consist of at least nine members. Five members shall be Trustees, one of whom shall be the President of the Corporation, and four members shall be on the Active or Associate Medical Staff of the Hospital, one of whom shall be the Vice President of the Medical Staff. A Trustee shall be the chair of the committee.
  B.  Duties
  1.  The committee shall direct the development of a written plan describing and governing the operation of the quality assurance program of the Hospital and the Medical Staff. The relevant components of the plan shall be referred to the Medical Staff Executive Committee and the President, respectively, for review and the plan shall be approved by the Board.
  2.  The committee shall receive reports from all departments and committees of the Medical Staff and the Hospital pertaining to their quality assurance activities.
  3.  The chair shall periodically report findings of the committee to the Board to ensure for the Board that quality and appropriateness reviews are ongoing, that indicated corrective action is taken and that follow up monitoring is conducted as needed and appropriate.

6.13  Governance/Nominating Committee
  A.  Members – The Governance/Nominating Committee shall consist of at least five persons including the Chair and the Vice Chair of the Board and at least three other Trustees appointed by the said Chair. Members of the community who are not also Trustees may be appointed to the Committee so long as a majority of the Committee is composed of Trustees.
  B.  Duties
  1.  To review annually and formulate and recommend changes in the bylaws of the Corporation and its subsidiaries.
  2.  To nominate candidates for the Boards of Trustees and officers of the Corporation and its subsidiaries.
  3.  To develop orientation and educational programs for the Boards of Trustees of the Corporation and its subsidiaries.
  4.  To perform such other functions concerning the organization, structure and operation of the Corporation as the Executive Committee may, from time to time, assign.

6.14  Finance Committee
  A.  Members – The Finance Committee shall consist of at least seven persons, at least a majority of whom shall be Trustees of the Corporation. The committee shall include at least one representative from the board of trustees of each of the Corporation’s wholly-owned subsidiaries.
  B.  Duties
  1.  To review the financial performance of the Corporation and its subsidiaries;
  2.  To review and recommend annual operating budgets and capital budgets to the Boards of Trustees of the Corporation and its subsidiaries and to evaluate any significant deviations from the approved budgets;
  3.  To review and recommend unbudgeted expenditures for major projects and equipment for the Corporation and its subsidiaries;
  4.  To review and recommend the purchase, sale, lease and/or mortgaging of any real property owned by the Corporation and its subsidiaries;
  5.  To review the debt structure of the Corporation and its subsidiaries and to make loan recommendations to the appropriate Boards of Trustees;
  6.  To have the general supervision and control of the investment activities of the Corporation and to monitor and to report regarding investments, either directly or through delegation to an Investment Committee, to the Board of Trustees of the Corporation with respect to any endowment, pension or other permanent funds under their respective control, and to retain such professional advisors and/or managers as the committee may deem appropriate to assist in carrying out such duties.
  7.  To perform such other functions concerning the finances of the Corporation which the Board or the Executive Committee may, from time to time, assign.

6.15  Planning Committee
  A.  Members – The Planning Committee shall consist of at least nine persons. At least one representative from Administration and one member of the Medical Staff shall be members of the committee. The chair of the committee shall be appointed by the Chair of the Board.
  B.  Duties
  1.  To review the strategic plans, including the long-range building and facility goals and proposals for major new projects and services, for the Corporation and its subsidiaries, and to make recommendations regarding them to the Boards of Trustees of the Corporation and its subsidiaries, at least annually;
  2.  To review the physician and other personnel needs of the Corporation and its subsidiaries and to make recommendations regarding them to the Boards of Trustees of the Corporation and its subsidiaries;
  3.  To perform such other functions concerning planning for the Corporation which the Executive Committee may, from time to time, assign.

6.16  Audit Committee
  A.  Members – The Audit Committee shall consist of at least three Trustees who are financially literate and are not officers of the Corporation, at least one of whom shall be a member of the Finance Committee and at least one of whom shall be a financial expert.
  B.  Duties
  1.  To review the audited financial statements and management letters associated with the Corporation and each of its subsidiaries and to report thereon to the Board.
  2.  To oversee the work of the internal and external auditors.
  3.  To select and establish compensation for an independent auditor.
  4.  To approve all financial auditing services provided by any independent auditors.
  5.  To approve all non-auditing services provided by the current independent auditors.
  6.  To resolve all disagreements between the internal and external auditors and management regarding internal control and financial reporting, respectively.
  7.  To review and approve procedures and complaints submitted by employees and others regarding questionable accounting, auditing or general compliance matters.
  8.  To receive and review internal audit reports from the Internal Auditor and report thereon to the Board.
  9.  To receive and review compliance reports from the Compliance Officer and report thereon to the Board.
  10.  To engage and compensate independent counsel or other advisors, gain access to Hospital records and facilities and meet with hospital employees as necessary.

6.17   Compensation Committee
  A.  Members – The Compensation Committee shall consist of at least five Trustees including the Chair and Vice Chair of the Board. The Chair of the Board shall serve as chair of the committee.
  B.  Duties
  1.  To annually review the performance of the President.
  2.  To annually review the compensation of the President and other members of senior management as the Board deems appropriate and, as necessary, to select and establish compensation for a consultant to assist in this process.
  3.  To recommend to the full Board of Trustees changes in the President’s (and other members of senior management as the Board deems appropriate) compensation, while remaining in compliance with all Federal and State regulations.
  4.  To be apprized of the compensation of all other members of the executive team.

7.1  Organization
The Medical Staff shall be organized into an administrative unit and shall, subject to the approval of the Board, adopt such bylaws, rules and regulations for the governance of their practice as shall be appropriate to the purposes of the Hospital. The Board of Trustees shall appoint the members and Affiliates of the Medical Staff who shall be authorized to practice in the Hospital and whose qualifications, prerogatives and responsibilities shall be specified in the Bylaws of the Medical Staff.

7.2  Relation to Hospital and Patients
Unless otherwise expressly provided for by written agreement between the parties, no member or Affiliate of the Medical Staff shall be an employee or agent of the Hospital and shall, on the contrary, be an independent contractor. No such member or Affiliate of the Medical Staff shall have the authority or power to act in the name of the Hospital, to execute contracts or other obligations in behalf of the Hospital or otherwise to bind the Hospital with third parties. Subject only to the Bylaws and Rules and Regulations of the Medical Staff, such members and Affiliates of the Medical Staff shall have the full authority and responsibility for the exercise of their professional judgment and the rendering of medical services to patients at the Hospital committed to their care.

7.3  Board Action on Appointments, Reappointments and Corrective Action
All actions taken by the Board with respect to the appointment, the reappointment or corrective action of a member or Affiliate of the Medical Staff shall be done in accordance with the criteria and procedures provided for in the Bylaws of the Medical Staff, as approved by the Board. In the absence thereof, the Board may adopt such criteria or procedures.

7.4  Responsibilities
The Medical Staff shall have the following responsibilities:
  A.  to provide the appropriate professional medical care to patients within the Hospital;
  B.  to conduct a continuing review and appraisal of the quality of professional care rendered in the Hospital and to report thereon to the Quality Assurance and Improvement Committee of the Corporation;
  C.  to make recommendations to the Board concerning appointments, reappointments and changes in Medical Staff status, the granting, revocation or suspension of privileges for members and Affiliates of the Medical Staff, all other matters relating to the professional competency of persons providing medical services at the Hospital and such specific matters as may be referred to it by the Board.

7.5  Medical Staff Bylaws, Rules and Regulations and Other Policies
The Medical Staff shall make recommendations to the Board concerning its bylaws, its rules and regulations, departmental rules and regulations, the qualifications and prerogatives of various categories of Health Professional Affiliates and other Medical Staff policies of general application, all of which shall be subject to approval by the Board. In the event of any inconsistencies between the bylaws or other policies of the Medical Staff and these Bylaws, these Bylaws shall prevail.

13.1  Fiscal Year
The fiscal year of the Corporation shall be the twelve-month period ending September 30 in each year.

13.2   Annual Audit
An annual audit of all books, vouchers and funds of the Corporation shall be made by an independent public accountant to be selected by the Audit Committee of the Board.

13.3  Construction of Terms and Headings
Words used in these Bylaws shall be read as the masculine or feminine gender and as the singular or plural, as the context requires. The captions or headings in these Bylaws are for convenience only and are not intended to limit or to define the scope or effect of any provision herein.

13.4  Dissolution
Subject to the reserved power of the Member as provided for in Section 3.6(a) of these Bylaws, this Corporation may be dissolved upon the affirmative vote of two-thirds of the entire Board at any meeting duly called for that purpose, upon receipt of at least ten days notice of the meeting and the purpose thereof.

DEFINITIONS
1.  BOARD OF TRUSTEES or BOARD means the governing body of the Corporation.
2.  CORPORATION means this Corporation, Concord Hospital, Inc.
3.  MEMBER means Capital Region Health Care Corporation, acting through its Board of Trustees, which is the sole Member of the Corporation.
4.  EXECUTIVE COMMITTEE means the Executive Committee of the Board of Trustees.
5.  EX OFFICIO means the service as a member of a body by virtue of an office or position held and, unless otherwise expressly provided, means with voting rights.
6.  HEALTH PROFESSIONAL AFFILIATE or AFFILIATE means a practitioner, other than a licensed physician or dentist, whose patient care activities require that the privileges to perform specified patient care services be processed through the usual Medical Staff channels. Such practitioners are affiliated with, but not members of, the Medical Staff.
7.  HOSPITAL means Concord Hospital of Concord, New Hampshire.
8.  MEDICAL STAFF or STAFF means the formal organization of all licensed physicians and dentists who are authorized to attend patients and to supervise the activities of Health Professional Affiliates at Concord Hospital.
9.  PRIVILEGES means, unless otherwise expressly limited, both clinical privileges exercised by physicians and dentists and specified patient care services exercised by Health Professional Affiliates.