Bylaws of Mid-Valley Health Care Advocates

ARTICLE I

Name, Office, Fiscal Year

Section 1. Name. The name of this corporation is Mid-Valley Health Care Advocates (MVHCA).

Section 2. Location. The principal place of business and administrative office shall be located in Corvallis, Oregon. At the time of incorporation its mailing address was P.O. Box 242, Corvallis, Oregon 97339.

Section 3. Fiscal Year. The Fiscal Year for the corporation is January 1-December 31.

Section 4. Working guidelines. Working guidelines as adopted by the Board shall guide the operations of the Corporation.

ARTICLE II

Purpose

Section 1. Purpose. The Corporation is organized for charitable, religious, or educational purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code, 1986, or the corresponding provision of any future federal law. Such purposes include but are not limited to:

A. Education and advocacy on the subject of health care and the need for health care reform so that it is available to all the people in Oregon and across the nation. MVHCA's primary goal is to further the establishment of an affordable, comprehensive, publicly funded, high-quality universal health care available to all, in a manner that is transparent and accountable to the public.

B. Advocacy for legislative actions on health care reform, within the limits established for 501 (c)(3) organizations.

C. Monitor current and future health care systems in Oregon regarding their ability to meet the goals of MVHCA.

D. Collaborate with organizations and corporations with similar goals, e.g., Health Care for All Oregon (HCAO).

ARTICLE Ill

Advocates

Section 1. Advocates. Anyone who subscribes to the purpose of the Corporation and contributes time or money shall be referred to as an Advocate.

Section 2. Advocates Meeting purposes. Meetings of Advocates may be held monthly but no less frequently than quarterly. Notification of the time and location of meetings shall be made available to all advocates. Advocates meetings shall be organized for the purpose of sharing information regarding current plans and progress of all MVHCA activities.

Section 3. Annual Meetings. Advocates will meet each year in June for the purpose of organization, election of officers, election of Advocate at-Large Members of the board, and transaction of other business. Notification of the time, location and agenda for the annual meeting shall be made available to all Advocates.

ARTICLE IV

Board of Directors (The Board)

Section 1. Composition. The Board shall comprise eleven (11) members: the Officers, the chairs of standing committees, and three Advocates at-large.

Section 2. Powers. The Board shall have all fiduciary authority, (financial, legal, personnel) and is responsible for the general management and conduct of the Corporation including approval of the annual budget.

Section 3. Meetings. Regular meetings of the Board shall be held no less than quarterly at the place and time designated by the Board. Meetings may be held by electronic means. Notice of meetings shall be given at least 24 hours prior to the meeting.

Section 4. Special Meetings. Special meetings may be called by the Chair of the Corporation or a majority of the Board.

Section 5. Quorum and Action. A quorum of the Board shall consist of 6 members. The Board shall use a consensus decision-making process whenever possible and shall use the approved Working Guidelines. When a quorum is present, action can be taken by a majority vote of the directors present.

Section 6. Removal. Any Officer or Board Member may be removed by majority vote of the Board of Directors for failure to act in the best interests of the Corporation, for failure to attend or be excused for three (3) consecutive meetings. Any Officer or Board member proposed to be removed is entitled to notification of such removal two weeks prior to the meeting at which removal will be considered, and will be given an opportunity to present his/her case prior to such meeting and may address the Board in closed session at the removal meeting.

Section 7. Compensation. Officers and Directors shall receive no compensation for their service as Officers or Directors.

Section 8. Conflicts of Interest. MVHCA will maintain a Conflict of Interest Policy which applies to all Officers and Board members and is updated annually. A Disclosure Form shall be signed annually by all Officers and Board members. This policy and signed Disclosure Forms will be maintained by the MVHCA Secretary in the organization's Policy Manual.

Section 9. Filling Vacancies. The Board may appoint new Directors to fill any vacancies on the Board. A Director appointed to fill a vacancy created by resignation or removal or inability to serve shall serve the remainder of the term of the person being replaced.

(Amended 11/16/2020)

ARTICLE V

Standing Committees and Advocates At-Large

Section 1. Standing Committees. Chairs of Standing Committees shall be appointed for two year terms by the Board. Refer to Working Guidelines for job descriptions.

Section 2. Purpose. Each standing committee will develop an annual work plan and budget; manage implementation of the work plan and budget; authorize approved expenditures and approve reimbursements for authorized expenditures.

Section 3. Legislative Committee. Maintain on-going relationships and advocate with local, state, and Congressional legislators as needed to further our goals. Ensure Board and Advocates receive adequate information on legislative issues. Advise and collaborate with HCAO Legislative Committee on selected legislative issues.

Section 4. Outreach Committee. Plan, organize and implement various events and activities to inform, and mobilize the public in health care reform activities.

Section 5. Communications Committee. Organize and implement a variety of communication activities including but not limited to monthly newsletter, website, news media, social media, letters to the editor to build support for our mission among advocates and the general public. Generate and collect informational materials.

Section 6. Finance Committee. Compile and recommend annual budget to support MVHCA education and advocacy activities. Propose budget modifications as needed. Plan, organize and implement fund raising activities to finance annual budget.

Section 7. Advocates At-Large. Advocates At-Large are elected to the Board by the Advocates for a one-year term. An At-Large member is not an officer or committee chair but has knowledge and background that is useful to the Board in accomplishing its goals.

(Amended 8-26-2024)

ARTICLE VI

Executive Committee

Section 1. Composition. The officers of the Corporation shall be the Chair, Vice-Chair, Secretary and Treasurer and they shall comprise the Executive Committee.

Section 2. Powers. The Executive Committee shall meet and have authority to carry out the duties of the Board of Directors whenever immediate action is needed and a quorum of the Board cannot be convened.

Section 3. Quorum. A quorum of the Executive Committee consists of 3 officers.

Section 4. Meetings. The Executive Committee may be convened by the Chair in person or by electronic means on at least 24 hours advance notice.

ARTICLE VII

Elections

Section 1. Election. Officers shall be elected for two year terms by the Advocates at the June Annual meeting. The Chair and Secretary will be elected in odd-numbered years, and the Vice-Chair and Treasurer in even numbered years.

Section 2. Nominating Committee. A nominating committee comprised of three members selected by the Board will present a list of officer and member at large of the Board nominees to be elected by Advocates at the Annual Meeting. Further nominations may be taken from the floor at the Annual Meeting.

ARTICLE VIII

Officers

Section 1. Chair. The Chair is the Chief Executive Officer of this Corporation and will, subject to the control of the Board and/or Executive Committee manage the affairs of the Corporation. The Chair will preside over Board meetings and perform all duties incident to the office of Chair and any other duties that may be required by these Bylaws or prescribed by the Board or Executive Committee.

Section 2. Vice-Chair. The Vice-Chair will perform all duties and exercise all powers of the Chair when the Chair is absent or is otherwise unable to act. The vice-Chair will perform any other duties that may be prescribed by the Board. The Vice-Chair will be responsible for coordination of efforts by the Standing Committees. The Vice-Chair shall prepare the Agenda and lead the Advocates Meeting.

Section 3. Secretary. The Secretary will keep minutes of the Board and Advocates meetings, be the custodian of the corporate records, give all notices as required by law or by these Bylaws, and generally perform all duties incident to the office of Secretary and any other duties as may be required by law, the Bylaws, or which may be assigned by the Board or Executive Committee.

Section 4. Treasurer. The Treasurer will have charge and custody of all funds of this Corporation, and will deposit the funds as required by the Board, keep and maintain adequate and correct accounts of the Corporation's properties and business transactions, ensure that tax returns and any other state or federally required reports or accounting are filed, and render reports and accounting to the Board. The Treasurer will perform all duties incident to the office of Treasurer and any other duties that may be required by these Bylaws or prescribed by the Board or Executive Committee.

ARTICLE IX

Restrictions on Actions

Section 1. All the assets and earnings of the Corporation shall be used exclusively for its exempt purposes, including the payment of expenses incidental thereto. No part of any net earnings shall benefit any employee of the Corporation or be distributed to its officers, or any private person, except the Corporation shall be empowered to pay reasonable compensation for services rendered and make payments and distributions in furtherance of the purposes set forth in Article 11 of these bylaws.

Section 2. Notwithstanding any other provision of these bylaws, the Corporation will not carry on any activities not permitted by a organization exempt under Section 501 (c)(3) of the Internal Revenue Code, 1986, or the corresponding provisions of any future federal law.

ARTICLE X

Contracts, Checks, Deposits and Funds

Section 1. Contracts. The Board may authorize by general resolution any Officer, agent or agents, in addition to persons authorized by these bylaws to enter into any contract on behalf of the Corporation.

Section 2. Checks, Drafts and Orders of payment. All checks, drafts, notes or orders of payment or other evidence of indebtedness issued in the name of the Corporation shall be signed by the Treasurer or any Officer or Board agent as the Board may designate by general resolution.

Section 3. Deposits. All funds of the Corporation shall be deposited to the credit of the Corporation in such banks, trust companies, or other depositories as the Board may designate.

Section 4. Gifts. The Officers, collectively or individually or any designated agent may accept gifts, contributions or bequests of any property on behalf of the Corporation.

Section 5. Loans. No Director, Officer or agent shall have the authority on behalf of the Corporation, to enter into a loan or any other contract of indebtedness except by unanimous vote in a specific resolution of the Board. The authority designated by this provision shall be limited to a single and specific instance.

ARTICLE XI

Indemnification

Section 1. Indemnification. Each Director or Officer of this Corporation now or hereafter in office, and his or her heirs, executors and administrators shall be indemnified by this Corporation against all costs, expenses and liabilities including attorneys' fees reasonably incurred in connection with any action, suit, proceeding or claim to which such Officer of Director is a party because he or she is a Director of Officer of the Corporation. The right to indemnification shall apply regardless of whether such person was a Director of Officer at the time of incurring such costs, expenses or liabilities. The Corporation shall interpret this indemnification provision to extend to all Officers and Directors the most liberal possible indemnification, substantively, procedural or otherwise.

ARTICLE XII

Dissolution

Upon dissolution of the Corporation, the Executive Committee shall, after paying or making provision for payment of all liabilities of the Corporation, including the costs and expenses of such dissolution, dispose of all assets of the Corporation exclusively for the tax exempt purposes of the Corporation or distributed to an organization described in Section 501 (c)(3) or 170 (c)(2)

of the Internal Revenue Code,1986 or the corresponding provisions of any future federal law, as shall be selected by the Executive Committee. None of the assets will be distributed to any officer or director of the Corporation. Any such assets so disposed of shall be disposed of by, and in the manner designated by the state court having jurisdiction over the matter.

ARTICLE XIII

Statement of Nondiscrimination

The Corporation shall not discriminate against any director, officer, employee or participant on the basis of sex, race, color, sexual orientation, religion, ethnicity or national origin.

ARTICLE XIV

Amendments

The Board shall have the power to amend, alter, make and repeal the bylaws of the Corporation by majority vote. Proposed amendments shall be distributed to Board members at least one week prior to the meeting at which action is anticipated. At least biennially the Board shall designate an ad hoc committee to review these bylaws and propose any needed amendments.

BYLAWS ADOPTED BY The BOARD) OF DIRECTORS AUGUST 20, 2018 AND AMENDED NOVEMBER 16, 2020 AND AUGUST 26, 2024.

AMENDMENT NO. 2 TO THE BYLAWS OF MID VALLEY HEALTH CARE ADVOCATES DATED JUNE 1,

2018

The Board of Directors of Mid Valley Health Care Advocates, having received notice of a proposed Amendment to the Bylaws one week prior to their meeting, met on August 20, 2024, and adopted the following Amendment to Article V Section 7 to read as follows;

Article V Standing Committees and Advocates At-Large