GHC-SCW Bylaws

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HISTORY OF BYLAW CHANGES

RESTATED BYLAWS OF GROUP HEALTH COOPERATIVE OF SOUTH CENTRAL WISCONSIN

ARTICLE I  |  PURPOSES

The purposes of this Cooperative shall be as set forth in the Articles of Incorporation, and to provide health care services primarily for the benefit of its members who are the ultimate consumers of such services.

ARTICLE II  |  MEMBERS

Section 2.1 Definition of “Member”

A “Member” is a person who has been accepted for membership in this Cooperative in accordance with these Bylaws. A “Subscriber” is a natural person who is receiving prepaid health care through this Cooperative under the terms of a subscriber certificate. An adult “Subscriber” becomes a “Member” as provided in Section 2.4 of these Bylaws.

Section 2.2 Qualifications of Membership

No person, whether natural or statutory, may be denied membership because of race, color, handicap, age, sex, creed, national origin, ancestry, sexual orientation, arrest or conviction status, marital status, religion or any other legally impermissible criterion. There are no residence requirements for membership in this Cooperative.

Section 2.3 Classes of Members

This Cooperative shall have three (3) classes of Members: Founding Members, Class A Members and Class B Members.

Section 2.4 Requirements of Membership

Membership is attained as follows:

A. Founding Members

Persons who have contributed at least $25.00 during the period for enrolling Founding Members shall be known as Founding Members and shall retain their memberships for their lifetimes, irrespective of subscription for medical services. The period for enrolling Founding Members ended July 1, 1978.

B. Class A Members

Persons may become Class A Members of this Cooperative in either of the following ways:

(1) Adult Subscribers, including dependents over the age of 18 covered in a family contract, become Class A Members during the period of their subscription for medical services. The rights and privileges of Class A membership shall be available to subscribers attaining Class A membership in this manner only during the period of their subscription for medical services.

(2) The Board of Directors may confer Class A membership upon individuals not otherwise eligible to be Members of this Cooperative. The term of such Class A membership thus conferred may not exceed three (3) years, and there may be no more than eight (8) such Class A Members at any time.

C. Class B Members

Persons who present for and receive sickness care services from the Cooperative consistent with Wis. Stats. § 185.981 at a facility of this Cooperative and/or who present for and receive medical services from a healthcare provider providing such services in their capacity as an employee by this Cooperative (a “Practitioner Employee”), and who are not otherwise Founding Members or Class A Members of this Cooperative shall become Class B Members of this Cooperative at the time such persons (1) receive medical services at a health care facility maintained by the Cooperative and (2) complete and submit a fee for service medical information form, or such other documentation as may be deemed to be appropriate from time to time by the Board of Directors, to this Cooperative.

Section 2.5 Membership Voting

A. Founding Members and Class A Members

Each Founding Member and each Class A Member (hereinafter sometimes referred to collectively as “Voting Members”) is entitled to one (1) vote at any meeting of the Members.

B. Class B Members

Class B Members shall have no voting rights.

C. Proxies

Voting by proxy is not allowed in this Cooperative.

D. Electronic and Absentee Ballots

(1) Electronic Ballots. Any Voting Member may vote electronically in accordance with the provisions of the Wisconsin Cooperative Association Act and these Bylaws by submitting an electronic vote pursuant to a method specified by the Cooperative. The Board of Directors may determine the deadline when electronic votes must be received by the Cooperative, which deadline may not be earlier than on or before two (2) business days prior to the date of the meeting. For meetings of the Members held in person, Voting Members may vote in person at the meeting if they have not already voted electronically.

(2) Absentee Ballots. Any Voting Member who is unable to attend a meeting of the Members may, upon written or electronic request for a paper absentee ballot, vote in accordance with the provisions of the Act (as defined below) and these Bylaws, by delivering or mailing their signed ballot to the office of the Cooperative. A sealed envelope bearing the signature of the Voting Member and enclosing a marked but unsigned ballot shall constitute a signed absentee ballot for the purpose of this section. The Board of Directors may determine the deadline when paper absentee ballots must be received by the Cooperative, which deadline may not be earlier than on or before two (2) business days prior to the date of the meeting.

Section 2.6 Termination of Membership; Revocation of Voting Privileges.

A. Termination

(1) Any Member may terminate their membership by written request to the Secretary of the Board of Directors.

(2) A Class B Member’s membership in this Cooperative shall automatically terminate on the date that is 18 months after the date such Class B Member last presented for and received medical services at a facility of this Cooperative or from a Practitioner Employee.

B. Revocation of Voting Privileges

Any Voting Member’s voting privileges may be revoked by a majority vote of the Voting Members present at a membership meeting, provided that the proposed termination and the reason therefore are on the written notice distributed not less than seven (7) nor more than thirty (30) days prior to the meeting.

Section 2.7 Membership Meetings

A. Annual Meeting

A regular annual meeting of Members shall be held each year at such time and place in Dane County as the Board of Directors shall specify, provided that this meeting is held within six (6) months after the closing of the previous fiscal year. If the annual meeting cannot, due to emergency, be held at such time and place within the six (6) month period following the close of the previous fiscal year, or if otherwise allowed by applicable law, then the Board of Directors may postpone and reschedule the annual meeting to another time and place within the current fiscal year.

B. Special Meetings

Special Member meetings may be called at any time by the Chair, the Board of Directors, or by petition stating the business to be brought before the meeting signed by twenty percent (20%) or more of the Voting Members and filed with the Secretary.

C. Virtual/Remote Meeting

The Cooperative shall endeavor to have all regular annual Member meetings and all special Member meetings in person; however, the Board of Directors may, in accordance with these Bylaws, determine that such meetings be conducted wholly or partially virtually and/or remotely through methods selected by the Board of Directors. The Board of Directors may call a virtual/remote annual meeting of the Members or special meeting of the Members pursuant to the notice procedures described in Section 2.7.D. below and in accordance with these Bylaws. At any such meeting, the Cooperative shall (i) implement reasonable measures to verify that each person deemed present at the meeting by means of remote communication is a Member and to verify that each person permitted to vote at the meeting by means of remote communication is a Voting Member, (ii) implement reasonable measures to provide Members a reasonable opportunity to participate in the meeting and to provide Voting Members a reasonable opportunity to vote on matters submitted to the Voting Members, including an opportunity to read or hear the proceedings of the meeting concurrently with the proceedings, and (iii) maintain a record of voting or action by any Member that votes or takes other action at the meeting by means of remote communication. The Secretary shall determine whether a quorum is present at any such meeting and maintain minutes of the meeting.

As part of any virtual or remote annual meeting of the Members or special meeting of the Members, the Cooperative may utilize any necessary resources, such as third party vendors, software programs, and other platforms, to support the Cooperative’s preparation for and administration of such meeting. Selection, engagement, and utilization of any third party vendors, software programs, or platforms shall be determined by the Board of Directors.

D. Notice of Meetings

The time and place of any membership meeting shall be designated by the Board of Directors, and notice of any such meeting shall be mailed to each Voting Member of the Cooperative not less than seven (7) nor more than thirty (30)  days prior to the meeting. Notice is deemed mailed when it is deposited, or a newsletter or other publication of the Cooperative or of an affiliated organization which includes the notice is deposited, in the United States mail, with postage prepaid, addressed to the Voting Member at their address as it appears in the records of the Cooperative.

Members entitled to notice shall be those persons shown as Voting Members on the records of the Cooperative on a date which is forty-five (45) days prior to the membership meeting. In the situation where a Member is receiving health care benefits under a family or other contract in the name of another person who is the Subscriber, the mailing of notice to the Subscriber shall constitute notice to all Voting Members receiving health care by virtue of that contract. The failure of any Voting Member to receive notice of any meeting of the Members shall not invalidate any action which may be taken by the Members at any such meeting.

E. Quorum

For meetings of the Members, a quorum shall be fifty (50) Voting Members. If a quorum should not be present on the day appointed, the Members present may adjourn from time to time until a quorum shall attend, and a new notice of meeting shall be given as provided in subsection D of this Section 2.7 above.

F. Notification

The Secretary of the Cooperative shall attend to the calling of any membership meeting and notice thereof.

G. Action by Members

(1) At any meeting, if the notice so indicates, the Members may, by three-fourths (3/4) vote of the Members present, initiate a ballot referendum of the entire voting membership to:

(a) Consider removal of any Director; or

(b) Amend these Bylaws in accordance with Section 5.4.

(2) A ballot referendum of the entire voting membership, as contemplated by this Section, shall be conducted as follows:

(a) The Record Date shall be the same as the Member meeting date on which the action was considered.

(b) The Board shall approve reasonable and necessary processes for the conduct of the ballot referendum.

(c) Eligibility to vote shall be as stated in Section 2.5.

(d) Within ninety (90) days of the Record Date, the Board Secretary shall cause the delivery of printed or electronic ballots to the membership, and such ballots shall state the voting deadline, which shall be no less than ten (10) days nor more than forty (40) days after said ballot has been issued.

(e) Approval of the referendum shall require a majority of Members voting in the ballot referendum so long as ballots are cast by at least 10% of the entire voting membership.

 ARTICLE III | DIRECTORS

 Section 3.1 Board of Directors

A. Powers

Subject to the limitations of the Act, the Articles, these Bylaws, and applicable state law, the business and affairs of the Cooperative shall be managed by its Board, with appropriate delegations of authority to the officers of the Cooperative in accordance with these Bylaws. The Board may adopt governance policies for the Cooperative (“Governance Policies”) relating to Cooperative organization and governance. The Governance Policies will be consistent with and subordinate to the Act, Articles and Bylaws.

B. Qualifications

To be eligible to become and remain a Director, a person must meet the following qualifications:

(1) The person must be a Voting Member of the Cooperative for at least one (1) year immediately prior to the date of application or for three (3) out of the last five (5) years and be at least 18 years of age. All of the Directors must remain Voting Members of the Cooperative during their term to remain on the Board.

(2) Except as provided in Sections 3.2 and 3.4 hereof, no employee of the Cooperative may serve on the Board of Directors.

(3) Directors may not have employment or financial interests which conflict with or are adverse to the mission, objectives or goals of this Cooperative. If there is a question as to whether a person fulfills such qualification, a majority vote of the Directors then in office shall determine whether or not the person fulfills this qualification.

C. Number

 The number of Directors shall be eleven (11).

Section 3.2 Classes of Directors

A. Two Classes

There shall be two classes of Directors, an Individual Class of Directors and a Practitioner Employee Class of Directors. The Individual Class of Directors shall consist of nine (9) Directors who are elected by the Voting Members in the manner prescribed in the Bylaws. The Practitioner Employee Class of Directors shall consist of two (2) Directors who are elected by the Voting Members in the manner prescribed in these Bylaws.

B. Terms for Individual Class

The Individual Class Directors shall be divided into three categories. Category 1 shall consist of three (3) Directors, Category 2 shall consist of three (3) Directors and Category 3 shall consist of three (3) Directors. Individual Class Directors shall serve for a period of three (3) years. The terms of each category of Individual Class Directors shall not run concurrently, but shall be staggered so that the terms of each of the Individual Class Directors serving within one category ends each year.

C. Terms for Practitioner Employee Class

The Practitioner Employee Class Directors shall be divided into two categories. Category 1 shall consist of one (1) Director and Category 2 shall consist of one (1) Director. The terms of each category of Practitioner Employee Class Directors shall not run concurrently, but shall be staggered so that the terms of each of the Practitioner Employee Class Directors end in different years. Practitioner Employee Class Directors shall serve for a period of three (3) years. A Practitioner Employee Class Director shall be eligible to serve a maximum of two (2) consecutive terms. An individual who serves for a period of two (2) consecutive terms shall again be eligible to serve as a Practitioner Employee Class Director after an absence from service on the Board of Directors of three (3) consecutive years.

D. Expiration and Election

Each Director shall hold office until their successor has been elected and qualified unless they resign or are removed pursuant to these Bylaws. The Voting Members shall elect qualified persons at the appropriate annual meeting to fill the expired positions.

E. Vacancies in the Individual Class of Directors

Vacancies in the Individual Class of Directors shall be filled as soon as is reasonably possible after a vacancy occurs by appointment by a majority vote of the Individual Class Directors then in office. Individual Class Directors so elected shall serve the remainder of the term to which appointed.

F. Vacancies in the Practitioner Employee Class of Directors

Vacancies in the Practitioner Employee Class of Directors shall be filled as soon as is reasonably possible after a vacancy occurs by appointment by the Board of Directors. Practitioner Employee Class Directors so elected shall serve the remainder of the term to which appointed.

G. Community Board Requirements

Notwithstanding any of the provisions of this Section 3.2, the Cooperative shall ensure that at all times it satisfies the Internal Revenue Service community board requirements for exemption from income taxation. Medical practitioners employed by the Cooperative, as well as Officers, department heads and other employees may not be considered independent community members, and may not constitute a majority of the Board of Directors of the Cooperative. The Board of Directors, in nominating and electing Directors, may not nominate or elect, as the case may be, any Director which would cause the Cooperative not to meet the Internal Revenue Service community board requirements as may be in effect at the time of the nomination or election.

Section 3.3 Election of Individual Class Directors

Individual Class Directors will be nominated and elected at the annual meeting of the membership in the following manner:

A. Nominations Committee

(1) There shall be a Nominations Committee consisting of seven (7) Voting Members of the Cooperative who are not current members of the Board of Directors. Not less than one hundred twenty (120) days prior to the annual membership meeting, the Board of Directors shall solicit from all Voting Members written nominations for candidates for three (3) positions on the Nominations Committee. Candidates for the Nominations Committee must be either Founding Members or Class A Members of the Cooperative, and may not be current members of the Board of Directors. The notice of the annual meeting shall contain the names of candidates wishing to serve on the Nominations Committee in the following year. Each year, the Voting Members will elect three (3) members of the Nominations Committee, and the Board of Directors will appoint four (4) members of the Nominations Committee. All members of the Nominations Committee will serve one (1) year terms, commencing in August of each year.

(2) All members of the Nominations Committee shall complete a Conflicts of Interest Disclosure Form prior to commencing their term. In addition, all Nominations Committee members shall disclose to the Chair of the Nominations Committee any actual or perceived conflicts of interest once member applications have been received pursuant to the process established in Section 3.3.B.

(3) Any member of the Nominations Committee may be removed by a majority vote of the remaining Nominations Committee members for failure to meaningfully participate in the nominations process or if there is good cause to believe the member has inappropriately disclosed sensitive or confidential information of the Cooperative.

B. Nomination of Individual Class Directors

(1) Nomination By Board of Directors or Nominations Committee. Not less than one hundred twenty (120) days prior to the annual membership meeting, the Board of Directors or the Nominations Committee shall solicit from all Voting Members written nominations for expiring Individual Class Director positions as well as any vacant positions. Those Voting Members eligible and wishing to serve as Individual Class Directors, will be requested to submit a written application to the Nominations Committee not less than one hundred (100) days prior to the annual membership meeting. It shall be the function of the Nominations Committee to select persons eligible and qualified to serve as Individual Class Directors of this Cooperative. The Nominations Committee shall recommend as nominees those persons it considers most qualified to serve and, whenever possible, shall recommend at least two nominees for each position to be filled. At least seventy-five (75) days prior to the annual membership meeting, the Nominations Committee shall notify all persons submitting written applications of its selection of nominees, and shall file its report with the Secretary of the Cooperative. The report shall be available to any Member upon request.

(2) Nomination by Petition. Any qualified and eligible Founding Member or Class A Member not selected by the Nominations Committee pursuant to the process described in Section 3.3.B. who is willing to serve may be nominated for election as an Individual Class Director by a petition signed by three percent (3%) or more of the Voting Members of the Cooperative submitted to the Nominations Committee at least sixty (60) days prior to the annual membership meeting.

(3) Notice to Members. Not less than twenty-five (25) days prior to the annual membership meeting, the Nominations Committee shall inform the Members of the nominees, identifying the manner of nomination, whether by the Nominations Committee or by petition, and shall also inform the Members of the procedure for casting absentee ballots.

C. Procedure

(1) At the annual membership meeting, each Voting Member is entitled to one (1) ballot pertaining to the election of Individual Class Directors, and may cast no more than one (1) such ballot, and may cast no more than one (1) vote for each unfilled Individual Class Director position. Voting shall be limited to persons nominated in accordance with subparagraphs A and B of this Section 3.3. After the ballots are cast, ballots cast in person or by paper absentee ballot shall be counted by the Secretary and Member volunteers who are not nominees, and ballots cast electronically shall be counted in such manner as may be determined by the Secretary. Unless otherwise specified below, the nominees receiving the greatest number of votes, including absentee votes and votes cast electronically, for the positions to be filled shall be declared elected.

(2) If any election by ballot includes both expired and unexpired terms (vacancies that have not been otherwise filled by the Board of Directors pursuant to Section 3.2.E), the expired three (3) year terms shall be apportioned to the winning candidates with the highest vote totals. Unexpired terms of one (1) or two (2) years shall be apportioned to the remaining winning candidates after the expired terms have been awarded, with the longest term being awarded to the remaining candidate with the highest vote total.

(3) If there is a tie vote for the last position to be filled the candidates shall resolve the tie vote by a drawing of lots.

D. Resignation, Termination or Removal

(1) Any Director may resign at any time by written notice to the Board of Directors. The resignation shall take effect at the time the notice is received or at such later time as is specified in the notice of resignation.

(2) The term of any Director may be ended prior to its expiration if the Director no longer meets the criteria set forth in Section 3.1.B.

(3) Any Director who violates Governance Policies or the Director Code of Conduct may be removed upon the majority vote of the other Directors of both classes then in office. A Director removed under this Section shall be given notice of removal and may petition the Board of Directors to reconsider its decision within forty-five (45) days of the vote to remove said Director.

(4) An Individual Class Director may be removed for any reason by the Members as provided in Section 2.7.G. Any vacancy created by such removal shall be filled as provided in these Bylaws.

Section 3.4 Election of Practitioner Employee Class Directors

Practitioner Employee Class Directors will be nominated and elected at annual meetings in the following manner:

A. Eligibility

To be elected to serve and continue service as a Practitioner Employee Class Director, a person must be a Class A Member and an employee of the Cooperative involved in the delivery of health care services and licensed by the State of Wisconsin as a provider of such health care services. If a Practitioner Employee Director does not satisfy the above Criteria, such person shall be ineligible to continue service as a Practitioner Employee Director and shall be deemed removed from such position.

B. Nomination

No less than twenty-five (25) days prior to the annual membership meeting, the Board of Directors shall inform Members of the person or persons the Board of Directors has nominated for election as the Practitioner Employee Class Director, which nominee shall be the person or persons the Board of Directors has determined most qualified to serve as a Practitioner Employee Class Director. The Board of Directors need not submit more than one (1) name of an eligible Practitioner Employee to the Members for election as a Practitioner Employee Class Director. A person so elected shall be deemed to have been conferred with membership in the Cooperative for the term of service as a Director.

C. Procedure

At the annual membership meeting, each Voting Member is entitled to one (1) ballot pertaining to Practitioner Employee Class Director, and may cast no more than one (1) such ballot, and may cast no more than one (1) vote for the Practitioner Employee Class Director position. Voting shall be limited to persons nominated by the Board of Directors in accordance with subparagraph B of this Section 3.4. After the ballots are cast, ballots cast in person or by paper absentee ballot shall be counted by the Secretary and Member volunteers who are not nominees, and ballots cast electronically shall be counted in such manner as may be determined by the Secretary. The nominee receiving the greatest number of votes, including absentee votes and votes cast electronically, shall be declared elected except that if there is a tie vote, there shall be a second ballot cast.

D. Removal

A Practitioner Employee Class Director may be removed in the same manner as an Individual Class Director may be removed pursuant to subparagraph D of Section 3.3 hereof.

Section 3.5 Meetings Quorum, Waiver of Notice

A. Regular Meetings

Monthly meetings of the Board of Directors will occur at a time and place each month as determined by the Board. Members may attend regular meetings of this Cooperative with advance notice and approval by the Chair.

B. Quorum

A majority of the Directors holding office shall constitute a quorum for the transaction of business. The concurrence of a majority of those Directors present at a regularly scheduled or duly called meeting shall be necessary and sufficient to transact any business except as may be specified elsewhere in these Bylaws.

C. Waiver of Notice (Special Meeting)

Special meetings of the Board of Directors may be called at any time by the Chair, or by a majority of Directors then holding office. No business, except that mentioned in the call for a special meeting, shall receive final action at any such special meeting. Three (3) days’ notice of any such special meeting shall be given unless a written and signed waiver of notice is given by all Directors then in office. Attendance at a meeting is a waiver of notice of such meeting, except when a Director attends the meeting and objects there at to the transaction of business because the meeting was not lawfully convened.

D. Meetings by Electronic Means of Communication

The Board of Directors or a Committee thereof may, in addition to conducting meetings in which each Director participates in person, and notwithstanding any place set forth in the notice of the meeting or these Bylaws, conduct any regular or special meeting by the use of any electronic means of communication, provided that:

(1) all participating Directors may simultaneously hear each other during the meeting; or

(2) all communication during the meeting is immediately transmitted to each participating Director, and that each participating Director is able to immediately send messages to all other participating Directors.

Before the commencement of any business at a meeting at which any Directors do not participate in person, all participating Directors shall be informed that a meeting is taking place at which official business may be transacted.

Section 3.6 Officers Duties

A. Officers

The principal officers of the Cooperative shall be:

Chair

Vice Chair

Secretary

Treasurer

All principal officers shall be Directors on the Board, and shall be elected at the first Board meeting after the annual meeting of the Members at which the Board is elected. Each officer shall hold office for one (1) year or until a successor is elected and qualified.

B. Duties

The officers shall perform such duties as are ordinarily assigned to such officers in the normal course of business. The Chair and the Secretary shall have authority to sign all documents within the scope of the implied or express authorization of the Board of Directors, Chapter 185 of the Wisconsin Statutes, and the Articles and Bylaws of this Cooperative, and shall have the authority to delegate to the Chief Executive Officer/President of the Cooperative the power to sign the same. The Secretary and Treasurer shall perform the usual duties of those offices. The Vice Chair shall act as Chair in the absence or disability of the Chair. Any officer may be removed by a two-thirds (2/3) vote of all Directors, provided that the removal is on the announced agenda prior to the meeting.

Section 3.7 Committees

A. Committee and Advisory Councils

The Board of Directors shall, by resolution, create such standing or temporary committees or advisory councils as are deemed necessary. Nomination of committee or council members may be made by any Director, and appointment of a nominee to a committee or council shall be by majority vote of the Board of Directors. The chairperson of each committee or council shall be a Director and shall be appointed by a majority vote of the Board of Directors.

B. Committee Limitations

A voting member of any compensation committee who receives compensation (including, but not limited to, salary, bonuses and fringe benefits), directly or indirectly, from the Cooperative for services is precluded from voting on matters pertaining to his or her own compensation. Any medical practitioner who receives compensation, directly or indirectly, from the Cooperative, whether as an employee or as an independent contractor, is precluded from membership on any committee that has jurisdiction over compensation matters. No employee of the Cooperative shall be eligible to serve as a member of any human resources subject committee of the Board.

Section 3.8 Liability of Directors and Members

A. Wrongful Distribution

Directors who negligently or in bad faith vote for any distribution of assets, contrary to Chapter 185 of the Wisconsin Statutes or the Articles, are jointly and severally liable to the Cooperative for the value of assets distributed in excess of the amount which could have been distributed without violating this Chapter or the Articles.

B. Obligations of Cooperative

Members and patrons of a Cooperative are neither obligated to pay, nor liable upon, any Cooperative obligation.

C. Indemnification of Directors

Each Director, officer, employee or agent of the Cooperative, now or hereafter serving as such, shall be indemnified by the Cooperative against any and all claims and liabilities, including reasonable settlements to which they have or shall become subject by reason of serving or having served in such capacity, or by reason of any action alleged to have been taken, omitted, or neglected by them as such Director, officer, employee or agent; and the Cooperative shall reimburse each such person for all legal expenses reasonably incurred in connection with any claim or liability, provided, however, that no such person shall be indemnified against, or be reimbursed for any expense incurred in connection with any claim or liability arising out of their own willful misconduct or gross negligence.

Section 3.9 Compensation

Directors as such shall not receive any salary for their services, but by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each meeting of the Board of Directors provided that Practitioner Employee Class Directors shall receive no compensation for their service as Directors of the Cooperative. As Officers are expected to participate in more meetings than other Directors, a single fixed sum and expenses may be allowed for Officers of the Board. A Director requested by the Board of Directors, the Chair, or the Chief Executive Officer/President, to assist the Chief Executive Officer/President, or in lieu of the Chief Executive Officer/President to transact necessary business of the Cooperative, may be allowed a per diem to be established by the Board of Directors, and expenses for such services.

Section 3.10 Meetings

The meetings of the Board of Directors may be held inside or outside the State of Wisconsin as shall be determined by the Board of Directors.

ARTICLE IV | CONFLICTS OF INTEREST

Section 4.1 Conflicts

The following provisions shall cover actual or potential conflicts of interest:

A. Material Transactions

Any material transaction between the Cooperative and one or more of its Directors or Officers, or between the Cooperative and any other person in which one or more of its Directors or Officers has a material interest, is voidable by the Cooperative unless:

(1) the transaction at the time it is entered into is reasonable and fair to the interests of the Cooperative; and

(2) the transaction has, with full knowledge of its terms and of the interests involved, been approved in advance by the Board of Directors; and

(3) the transaction has been reported to the Commissioner of Insurance immediately upon such approval.

B. Procedures

The Cooperative and its Directors, Officers and committee members with Board delegated powers will abide by the following conflict of interest procedures:

(1) Any Director, Officer or committee member with Board-delegated powers having a material financial interest in a transaction presented to the Board of Directors or a committee thereof for authorization, approval, or ratification must make a prompt, full and frank disclosure of that person’s interest to the Board of Directors or committee prior to its acting on that transaction.

(2) Each Director, Officer or committee member with Board-delegated powers must sign, as a condition to serving the Cooperative in their respective role, a statement agreeing to be bound by the terms of these conflict of interest provisions. Any disclosure, whether on the annual statement or made at any other time, will include any relevant and material facts, known to the person, about the transaction which might reasonably be construed to be adverse to the Cooperative’s interest.

(3) The Board of Directors or committee to which any disclosure is made must thereupon determine, by majority vote, whether the disclosure shows that a conflict of interest exists or can reasonably be construed to exist. The Board must also conduct reasonable analysis to determine whether the Cooperative could obtain a more advantageous transaction from any disinterested person. A person who makes a disclosure must leave the meeting during the discussion of whether a conflict of interest exists.

(4) If a conflict is deemed to exist, the person may present factual information to or respond to questions with respect to the transaction, but must leave the meeting while the merits of the transaction are discussed and voted upon. The person may be counted in determining the existence of a quorum at any meeting where the transaction is under discussion or is being voted upon.

(5) The minutes of the meeting must reflect the disclosure made, the vote thereon and, where applicable, the abstention from voting and participation, and whether a quorum was present.

(6) For purposes of this section, a person shall be deemed to have a “material financial interest” in a transaction if the person (a) is the party (or one of the parties) contracting or dealing with the Cooperative, (b) is a Director or Officer of, or has a significant financial or influential interest in, the entity contracting with the Cooperative, or (c) is the spouse, sibling, ancestor or lineal descendant of any person identified in either of the preceding clauses.

C. Approval of Commissioner of Insurance

If the Commissioner of Insurance, by rule, requires that any class of transactions which, by its nature, tends to be unreasonable or unfair to the interests of the Cooperative, shall be reported to him in advance of the proposed effective date, such a transaction shall not be carried out even though approved by the Board of Directors, until the Commissioner approves the transaction, or does not disapprove it, within thirty (30) days after receiving the advance report of it.

D. No Application

This Article does not apply to:

(1) transactions made between the Cooperative and any wholly owned subsidiary, policies of insurance, other than reinsurance, issued in the normal course of business, or

(2) other classes of transactions exempted by rule from the reporting requirement, so long as:

(a) the transaction, at the time it is entered into, is reasonable and fair to the interests of the Cooperative; and

(b) the books, accounts and records of each party to the transaction are kept in a manner that clearly and accurately discloses the nature and details of the transaction in accordance with generally accepted accounting principles and permits ascertainment of charges relating to the transaction.

E. Review

The full Board shall specifically review any transaction in which a member, Director or Officer has a material financial interest adverse to the Cooperative at the meeting next following action by any other committee.

ARTICLE V | GENERAL PROVISIONS

Section 5.1 Order of Business

A. Order of Business

The order of business at annual meetings shall be set by the Board of Directors.

B. Rules of Order

Meetings of the members and of the Board of Directors shall be conducted according to, and governed by, Roberts Rules of Order (Revised), except as otherwise provided in these Bylaws.

C. Presiding Officer

The presiding officer at membership meetings shall be the Chair of the Cooperative.

Section 5.2 Action Without Meeting

Any action which may be taken at a meeting, may be taken without a meeting, if a writing setting forth and approving the action taken shall be signed by all Voting Members of the Cooperative, Directors or Committee members entitled to vote on such action. Such consent shall have the same force and effect as a unanimous vote at a meeting.

Section 5.3 Employment of Relatives of Board Members

No person shall be employed by the Cooperative who holds any of the following relationships with a member of the Board of Directors: spouse, father, mother, son, daughter, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law, or first cousin.

Section 5.4 Amendment of Bylaws

A. By Members

These Bylaws may be amended by the Members as provided in Section 2.7.G of these Bylaws.

B. By Board of Directors

These Bylaws may also be amended by an affirmative vote of a two-thirds (2/3) super majority of the full Board of Directors at a regular or special meeting at which a quorum is present, provided a statement of the nature of the proposed amendment is included in the notice of the meeting. Any bylaw amended by the Board of Directors shall be reported at the next regular Member meeting. Any such bylaw shall be at any time subject to amendment or repeal by the Voting Members pursuant to the requirements of Section 2.7.G.

Section 5.5 Distribution of Bylaws

Upon request, a copy of the latest Bylaws of this Cooperative will be given to Members. Notice of Bylaws changes shall be given to Voting Members.

ARTICLE VI | CONDUCT OF BUSINESS

Section 6.1 Board of Directors Supervision

Neither the Board of Directors nor the membership shall supervise, regulate or intervene in the professional relationships between the providers and their patients.

Section 6.2 Confidentiality of Medical Records

Individual medical records, including action taken by the Board of Directors upon any application for membership, shall be kept confidential unless with the members written consent otherwise.

ARTICLE VII | NON-PROFIT COOPERATIVE OPERATION

Section 7.1 Determination of Net Proceeds

The Board of Directors shall annually determine the net proceeds by making the following deductions from total proceeds:

A. All operating expenses and costs,

B. All taxes, if any, and all other expenses, and

C. Reasonable and necessary reserves for depreciation, depletion and obsolescence of physical property, doubtful accounts arid other valuation reserves, all of which shall be  established in accordance with usual and customary accounting practices.

Section 7.2 Allocation of Net Proceeds

A. All of the net proceeds, as determined in Section 7.1 hereof, shall be applied first to losses incurred in prior years by allocating such net proceeds to Retained Earnings.

B. After elimination of prior years’ losses, allocation shall first be made to the Designated Reserve for Future Claims and Benefits, so that the Cooperative shall maintain sufficient reserves to discharge its obligations, having regard for the nature of its contracts and the area and number of persons covered. The Board of Directors shall, from time to time, review and determine the sufficiency of the reserve.

C. After elimination of prior years’ losses, and establishment of a sufficient Designated Reserve for Future Claims and Benefits, the remaining proceeds shall be credited to unallocated surpluses and reserves. All such net proceeds shall be used to improve and extend the service of the Cooperative, and/or to stabilize the monthly premium rates charged to its subscribers, and/or its fee-for-service rates. No portion of the net proceeds shall be used for, or inure to, the benefit of any member or individual.

ARTICLE VIII | EMPLOYEES

Section 8.1 Management

The Board of Directors shall employ and fix the compensation of a managing officer, who shall have such title as the Board of Directors may designate, and who shall manage the business affairs of the Cooperative, under the supervision of the Board of Directors, and perform such other duties as the Board of Directors may require.

Section 8.2 Medical Staff

The Board of Directors shall execute suitable contracts with physicians and dentists employed by the Cooperative.

ARTICLE IX | RECORD OF MEMBERSHIP

The Cooperative shall keep a complete record of Members.

ARTICLE X | DISPOSITION OF ASSETS: RIGHT TO SECURE DEBTS

Section 10.1 Disposition of Assets

Except as authorized by the Members, the Board of Directors may not dispose of all, or substantially all of the Cooperative’s fixed assets. At any meeting, the Members may authorize the disposition of all, or substantially all, of the Cooperative’s fixed assets if:

A. Notice that such disposition will be considered at such meeting has been given to all persons entitled to vote thereon; and

B. Such disposition has been approved by two-thirds (2/3) of those entitled to vote thereon voting at the meeting or by absentee ballot.

Section 10.2 Right to Secure Debts

The Board may secure payment of the Cooperative’s debts by mortgaging the Cooperative’s rights, privileges, authority and franchise, revenues and other property.

ARTICLE XI | STATUTES

This Cooperative is organized under Chapter 185 of the Wisconsin Statutes of 1969, as amended (the “Act”). It is the purpose of these Bylaws to comply with the provisions of that Statute, and more particularly § § 185.981, 185.982, 185.983 and 185.985. Nothing contained herein shall be deemed in violation of the Act and all provisions of these Bylaws shall be construed to conform with the Act.