Meeting Minutes

January 30, 2012
1:00PM

Board Meeting

Tri-Cities Surgery Center


December 7, 2011
2:30PM

Board Meeting

Gibson’s Restaurant, Chicago


December 7, 2011
12:30PM

Member Meeting Minutes


October 20, 2011
10:30AM

Board Meeting


September 14, 2011

Member Meeting Minutes


September 7, 2011

Board Meeting


June 7, 2011
5:30PM

Board Meeting

BY-LAWS

(Adopted Nov 1988 – Revised Dec 2008)

ARTICLE I: NAME & LOCATION

Section 1. Name – The name of this Association shall be the Ambulatory Surgery Center Association of Illinois (previously known as The Illinois Freestanding Surgery Center Association).

Section 2. Location – Offices of the Association shall be located in Wauconda, Illinois. The Association may have such other localities within or outside of the State of Illinois as may be determined by the Board of Directors or, as the business of the Association may require from time to time, provided, however, that the principal place of business shall at all times be located within the State of Illinois.

ARTICLE II: OBJECTIVES & PURPOSES

The Ambulatory Surgery Center Association of Illinois is organized exclusively under and by virtue of the laws of the State of Illinois concerning nonprofit corporations and shall have and exercise all of the rights, powers and privileges granted to such corporations by those laws, as amended from time to time, subject to the restrictions and limitations contained in these Bylaws.

Section 1. Objectives – The objective of this Illinois Association shall be:

(a) To foster the public good through the provision of quality health care in the form of access to ambulatory surgery.

(b) To act as spokesperson and representative to present the views of the ambulatory surgical care field in any appropriate forum.

(c) To acquire, develop, and disseminate research, statistical, and other information relating to the ambulatory surgical field.

(d) To develop and encourage the practice of high standards of professional conduct among individuals providing ambulatory surgical care.

(e) To provide opportunities for members to increase their knowledge of ambulatory surgical care practices and methods and to increase their individual capabilities.

(f) To support the efforts of its members and to collaborate with others toward achieving common goals and expanding their ever-increasing roles and responsibilities in meeting community health needs.

(g) To promote the benefits, effectiveness and efficiencies associated with ambulatory surgery centers among the public and the medical/provider and health care regulatory communities and to make recommendations thereof.

Section 2. Purposes – The purposes of the Association (a corporation provided by the General Not For Profit Corporation Act of Illinois, in force January 1, A.D. 1987) as stated in the Articles of Incorporation are the following:

(a) To conduct, promote and to effect research, education and provide information for the development and establishing of standards with regard to freestanding ambulatory surgical facilities.

(b) To hold seminars, to study methods of minimizing costs of such care without diminishing quality of care, and to act as a clearing house for information and to generally encourage among the public at large the understanding and use of such facilities, and to continually improve the state of patient care in such facilities and to reduce the cost of this type of medicine to the patient.

(c) To help establish and maintain standards for the operation of such freestanding ambulatory surgical facilities.

(d) To establish various classes of membership.

(e) To solicit, accept, hold and administer contributions received by deed, gift, will, ordinance, statute or otherwise, as well as the proceeds of patient fees and charges, either in trust of otherwise, to own, hold, operate and administer real and personal property, and generally to do all things necessary and proper to accomplish the purposes herein stated and permitted to like non-profit corporations by law.

(f) To rent, acquire in any manner for use, or own, maintain and operate a place or places suitable for the operation of Association activities or adjuncts thereto.

ARTICLE III: MEMBERSHIP

Section 1. Membership – Association membership shall consist of those licensed Ambulatory Surgery Center facilities and related entities located in the State of Illinois and honorary members. For purposes of this Article an "ambulatory surgical center" is defined as a center that is dedicated exclusively for the purpose of providing surgical services to patients not requiring hospitalization, meets conditions deemed appropriate relative to the ambulatory surgical services, and currently holds Illinois Department of Public Health Licensure as an "Ambulatory Surgical Treatment Center." If hospital affiliated, the center must be a distinct entity and be so licensed by the Illinois Department of Public Health as an Ambulatory Surgical Treatment Center.

Section 2. Facility Membership – Any surgical center meeting the following may be eligible:

(a) Independent Owner/Operator – ambulatory surgical centers not related in any way to another center. Each Facility Member must apply, pay dues and be approved for membership; or

(b) Related Entity – ambulatory surgical center related in any way to an organization, corporation or otherwise, having ownership in more than one ambulatory surgical center. Each Related Entity must apply as, pay dues as and be approved for membership as a distinct facility and not as one combined member.

A Facility Member or Related Entity will have one (1) vote and may designate up to three (3) representatives to conduct Association business on its behalf, only one of whom shall be authorized to vote, serve as an officer, and to be counted for quorum purposes at Association meetings. Only one (1) of the three (3) designated representatives from any facility may be elected to be members of the Board of Directors with full voting privileges thereof.

Section 3. Associate Facility Membership – Association membership shall be available to surgical centers (facilities) not yet licensed but who have applied for and anticipate that they will be licensed within one (1) year by the Illinois Department of Public Health as an Ambulatory Surgical Treatment Center. An associate facility member shall be a non-voting, dues-paying member and may be entitled to other benefits of the association as defined by the Board of Directors. Each Associate Member must apply, pay dues and be approved for associate membership.

Section 4. Associate Individual Membership – Associate Individual Members may be individuals or entities such as vendors who have demonstrated an interest in the field of ambulatory surgery centers and who commit to foster the objectives and purposes of this Association as determined solely at the discretion of the Board of Directors.

Associate Individual Members shall be non-voting, dues-paying members. Each Associate Individual Member must apply, pay dues and be approved for associate membership.

Section 5. Honorary Membership – Honorary membership shall be available to those individuals, organizations, companies, or other entities that the Board of

Directors, at its sole discretion, may select. Honorary Members shall have no voting privileges and are exempt from all dues and assessments.

Section 6. Applicants – All applicants for membership in the Association shall complete and sign a form of application provided by the Association and shall submit the completed application, any additionally required or requested information and valid payment of the applicable dues to the principal office of the Association. Admission of all applicants for membership shall be by a majority of the Board of Directors or in such manner as the Board of directors may determine.

Section 7. Acceptance and Termination of Membership – Members of this Association, as a condition of their membership, agree to abide by the Bylaws of this Association and by the Rules and Regulations of this Association as may now exist or later be adopted by the Board of Directors and agree to conduct themselves in a manner that reflects positively upon this Association and the field of ambulatory surgery.

The Board of Directors, at their sole discretion and by majority vote and for cause, shall have the right to deny an applicant for membership and may censure, suspend, or may expel any member. Any such member suspended or expelled may be reinstated by an affirmative vote of two-thirds majority of the full Board of Directors. A member who is a licensed ASC and who fails to maintain licensure shall be deemed to have voluntarily resigned and terminated their membership in the Association.

Section 8. Resignation – Any member may resign by filing a written resignation with the Secretary of the Association, but such resignation shall not relieve the member of the obligation for payment of dues through and including the Association's fiscal year in which the resignation is received and any other charges theretofore accrued and unpaid. Any member who has resigned may be reinstated on showing proof of qualifications, payment of any unpaid charges, and payment of current year's dues.

ARTICLE IV: DUES & ASSESSMENTS

Section 1. Assessment – Dues for all classes of membership shall be established by the Board of Directors.

Section 2. Proration – Dues of any member admitted after the first day of the Association's fiscal year shall be pro-rated for the first year in which such member is admitted on the basis of either a full year charge if the member is admitted within the First Quarter or prorated at one-half (1/2) the annual dues if the member is admitted within the Second or Third Quarter. A member's annual dues may be applied to the next fiscal year if the member applies and is admitted as a member of the Association in the Fourth Quarter provided that the member pays the then current full-year membership fee.

Section 3. Termination – upon resignation, censure, suspension, expulsion or resignation, or termination of any member for any reason (including failure to maintain licensure), any dues or assessments paid or owed to the Association shall not be prorated or refunded and such member shall not be relieved from liability for accrued and unpaid dues or assessments.

Section 4. Payment – Dues and assessments are payable upon approval and admission of an applicant to membership in the Association and thereafter are due thirty (30) days after posting of the current dues statement. Dues, assessments and contributions are non-refundable.

Section 5. Non-Payment of Dues and Assessments – Any member of the Association who shall be delinquent in payment of dues or assessments for a period of ninety (90) days from the time such dues or assessment become due may be suspended from further services by a majority vote of the Board of Director. If payment of dues or assessment is not made within the succeeding thirty (30) days, the delinquent member may be expelled and dropped from the rolls and thereupon forfeit all rights and privileges of membership in the Association and shall return to the Association all property of the Association including any membership certificate(s).

Section 6. Assessments – The Board of Directors may make periodic assessments above and beyond annual dues as are needed by the Association. Members are responsible for prompt payment of such assessments within thirty (30) days after posting of the assessment statement.

Section 7. Contributions – The Board of Directors shall be empowered to accept non-dues contributions from members or other interested parties. These contributions are to be used solely for the expenses of conducting the affairs of the Association and shall be disbursed at the discretion of the Board of Directors.

ARTICLE V: MEETING OF MEMBERS & VOTING

Section 1. Annual Meetings – The annual meeting of the Association shall be held at such place either within or without the State of Illinois and on such dates and times as may be determined by the Board of Directors.

Section 2. Special Meetings – Special meetings of the Association may be called by the Board of Directors at any time, or shall be called by the President within thirty (30) days after the filing with the President of a written request for such a meeting by four separate voting members. The business to be transacted at any special meeting shall be stated in the notice thereof, and no other business may be considered at that time. The Board of Directors may designate any place, either within or without the State of Illinois, as the place of meeting for any special meeting or the continuation thereof.

Section 3. General Meetings – General and business meetings of the Association may be called by the President or by a majority of the Board of Directors at any time and place for the conduct of business and for the benefit of the membership.

Section 4. Notice of Meetings – Posted notice of any meeting of the Association stating the day and year and time and place of any meeting of the members shall be transmitted to the last known mailing address or e-mail address or facsimile number of each member not less than ten (10) nor more than fifty (50) days before the date of such meeting.

Section 5. Voting – At all meetings of the Association each voting member shall have one (1) vote and may take part in the discussion on any issue on the agenda and may vote in person or by proxy.

Section 6. Proxies – Voting by proxy shall be permitted at any meeting of the membership, but no proxy shall be valid unless it is in writing, specifies the meeting or meetings for which such proxy is to be in effect, and is signed by the member. The proxy shall be filed with the Secretary of the Association on or before the date of the meeting for which it is to be effective.

Section 7. Quorum – Unless otherwise provided by these Bylaws, a majority vote of those members present (or represented by valid proxy) and voting at any regular or annual meeting of the Association shall govern. At any special association meeting a quorum constituting a majority of the voting members will be necessary for the transaction of business.

Section 8. Informal Action – Any action required to be taken at a meeting of the members of the Association, or any other action which may be taken at a meeting of members, may be taken without a meeting, if a consent in writing setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter hereof.

Section 9. Conduct – The meetings and proceedings of the Association shall be regulated and controlled according to "Robert's Rules of Order" (Revised) for parliamentary procedure, except as may be otherwise provided by these Bylaws.

Section 10. Minutes – Minutes or reports of each annual, special and general meeting of the Association and of each committee meeting shall be kept and shall be forwarded to and maintained by the Secretary.

ARTICLE VI: OFFICERS

Section 1. Officers – The elected officers of this Association shall be a President, a Vice President, a Secretary, and a Treasurer to be elected by and from among the Board of Directors following the election by the membership of the Board of Directors at the annual meeting of the Association. No officer may hold more than one office and no more than one (1) member from any one facility membership shall be entitled to hold any office at any one time. These offices and a Director (Member at Large) shall also constitute the Board of Directors.

Section 2. Nominations – In accordance with the procedures specified in Article VIII, Section 1, the Nominating Committee shall mail or otherwise electronically transmit to the membership at least ten (10) days before the annual meeting, at least one (1) nomination for each of the members of the Board of Directors of the Association which is vacant or is about to expire. Any person so nominated shall have given prior consent to nomination and possible election as a member of the Board of Directors. Only voting members shall be eligible for nomination and election to the Board of Directors and to an elective office of this Association.

Section 3. Term of Office – Each officer elected by and among the Board of Directors shall serve for a term of one (1) year. All officers shall be eligible for re-election. Each elected officer and Director (Member at Large) shall serve concurrently as a member of the Board of Directors, and as such, nomination of candidates for elected office is subject to the representation requirements of Article VII, Section 2 and Section 3. Each officer shall hold office until his/her successor shall have been duly elected and shall have qualified, except that an interim Board of Directors shall serve until such time as the Board of Directors shall take office to serve.

Section 4. Vacancies and Removal – Vacancies in any office may be filled for the balance of the term thereof by the Board of Directors. The Board of Directors may, at its discretion, by an affirmative vote of two-thirds (2/3) majority of the full

Board, acting in its judgment in the best interests of the Association, remove any officer from office for cause.

Section 5. President – The President shall be the chief executive officer of this Association and shall serve as chair of the Board of Directors. The President shall have general supervision over the business of the Association and its officers, employees and agents, subject to the supervision of the Board of Directors. The President shall also serve as a member, ex-officio, with right to vote, on all committees except the Nominating Committee. The President shall preside at the annual meeting and all meeting of the Board of Directors, and shall perform such other duties as are necessary incident to the office of President or as may be prescribed by the Board of Directors.

Section 6. Vice President – The Vice President shall assist the President and perform duties of the President in the event the President is absent, is unable to serve or otherwise declines to act. The Vice President shall have such powers and perform such other duties as the Board of Directors may prescribe or the President may direct subject to the approval of the Board of Directors.

Section 7. Secretary – The Secretary shall maintain and keep, or cause to be maintained and kept, the records and seal of this Association and minutes of all meetings in proper form. The Secretary shall deliver such records and minutes to his or her successor at the annual meeting or at any other time he or she may be so directed by the President. The Secretary shall be responsible for the proper and legal mailing of all notices and for the proper keeping of a register of all members provided for in these Bylaws. The Secretary shall conduct correspondence of the Association and perform such other duties as may be prescribed by the Board of Directors.

Section 8. Treasurer – The Treasurer shall maintain and keep, or cause to be maintained and kept, the financial records of the Association including, but not limited to, a record of all monies received and expended by the Association. The Treasurer shall deliver such records to his or her successor at the annual meeting and at any other time he or she may be so directed by the President. The Treasurer shall be responsible for all funds of the Association, the collection of all member dues and/or assessments, shall have established proper accounting procedures for the handling of the Association funds, and shall be responsible for the keeping of such funds in a manner approved by the Board of Directors. The Treasurer shall submit or cause to be submitted to the Board of Directors an annual budget for the Association and shall submit or cause to be submitted a written report of the finances of the Association at the annual meeting and at other times when called upon by the President or Board of Directors.

ARTICLE VII: BOARD OF DIRECTORS

Section 1. General Power – The governing body of this Association shall be the Board of Directors. The Board of Directors shall supervise, control, conduct and direct the affairs of the Association and its committees and publications, shall supervise the collection and disbursement of its funds, and shall actively pursue its objectives. The Board of Directors may adopt such rules and regulations for the conduct of its business as shall be deemed advisable.

Section 2. Number, Tenure and Qualifications – The Board of Directors shall consist of the President, the Vice President, the Secretary, the Treasurer and one Director (Member at Large). The Executive Director shall serve as an ex-officio, non-voting member of the Board of Directors

Section 3. Nominations – The Nominating Committee, acting in accordance with Article VI, Section 1, of these Bylaws, shall mail or otherwise electronically transmit to the membership, at least ten (10) days before the annual meeting, at least one (1) nomination for each seat on the Board which is vacant or is about to expire. Only representatives of facility members (subject to the limitations of Article III, Section 2, of these Bylaws) shall be eligible for nomination and election to the Board of Directors.

Section 4. Election – Directors shall be elected at the Association's annual meeting by an affirmative vote of a majority of the members present and voting (either in person or by valid proxy). Each director shall be elected to serve for a term of two (2) years or until his/her successor shall have been elected and qualified except in the first year of election under these revised Bylaws wherein two (2) Board Members shall be elected for a term of one (1) year and three (3) Board Members shall be elected for a term of two (2) years, such term to be selected by random drawing or as otherwise determined by agreement among the Board of Directors. The new Board of Directors will take office upon announcement of the results of the election. All directors shall be eligible for reelection.

The directors shall meet following the election of the Board of Directors and shall vote to elect from among its members a President, a Vice President, a Secretary, a Treasurer and a Director.

Section 5. Meetings – A regular meeting of the Board of Directors shall be held as needed, but not less than one (1) time during each fiscal year at such time and at such place as the Board may prescribe. Notice of all such meetings shall be given to the members of the Board not less than ten (10) days before the meeting is to be held. Special meetings of the Board may be called by the President or at the request of any two (2) members of the Board, by notice mailed and delivered, telephoned, or telegraphed or electronically transmitted to each member of the Board of Directors not less than seventy-two (72) hours before the meeting is held.

Section 6. Quorum – At any meeting of the Board of Directors a quorum necessary for the transaction of business shall consist of a majority of the members of the Board. Any such business thus transacted shall be valid providing it is affirmatively acted upon by a majority of those present and voting, unless otherwise provided by these Bylaws. Each voting member of the Board shall have one vote. Action taken by a mail or electronic ballot of the members of the Board of Directors shall constitute a valid action of the Board if reported at the next regular meeting of the Board.

Section 7. Resignation – Any member of the Board of Directors may resign at any time by giving written and signed notice to the President or to the Secretary. The resignation of any director shall take effect upon the receipt of such notice or at such other later time as may be specified in such notice; and, unless otherwise so specified therein, that acceptance of such resignation shall not be necessary to make it effective.

Section 8. Removal from Office – The Board of Directors may, in its discretion, by an affirmative vote of two-thirds majority of the full Board, remove any director from office for cause.

Section 9. Vacancies – The resignation of a member of the Board of Directors or the repeated failure of a member of the Board of Directors to attend meetings of the Board may be cause for the Board of Directors to declare his/her office vacant. Any vacancy occurring on the Board of Directors between annual meetings shall be filled by a majority vote of the Board of Directors. A member of the Board so elected to fill a vacancy shall serve the unexpired term of his or her predecessor and may be eligible for consideration for nomination at the next election cycle.

Section 10. Compensation – Members of the Board of Directors shall not receive any compensation for their services except for reimbursement for those expenses deemed reasonable by the Board of Directors and except for the Executive Director who may receive compensation for services and reasonable expenses provided to the Board and to the Association as determined by the Board of Directors at its sole discretion by an agreement between the Board of Directors and the Executive Director.

Section 11. Indemnification – Each Director or Officer of the Association (corporation), during his term of office or thereafter, shall be indemnified by the corporation against expenses or liabilities reasonably incurred or imposed in connection with any hearing, proceeding or investigation or in resisting or preparing to resist any claim or litigation, by whomever asserted, arising out of or in connection with any action taken or omitted in good faith by such Officer or Director. For the purposes of this paragraph (a) the term "expense or liabilities" shall include but not be limited to attorneys' fees, court costs, judgments and the costs of reasonable settlements; and (b) the term "reasonable settlements" shall include settlements or compromises approved by the Board of Directors or by counsel for the corporation in a written opinion to the President that the settlement or compromise is in the interests of the corporation and falls within these provisions of the Bylaws. The foregoing right of indemnification shall extend to the estate, personal representative or heirs of any Director of Officer and shall not be exclusive of other rights to which such Officer or Director may be entitled as a matter of law or equity.

The same such indemnification shall be extended by the corporation to its Executive Director in connection with any action taken or omitted in good faith when acting on behalf of the Association or in furtherance of its objectives and purposes.

For the purposes of the foregoing provisions of these Bylaws, the good faith of any Officer or Director or Executive Director of this corporation shall not be questioned on the grounds that action was taken or omitted by him in reliance upon the correctness of information supplied by other officers or employees in the course of their duties or in reliance upon the advice of counsel for the corporation.

The corporation, its Directors, officers, employees and agents shall be fully protected in making any determination as to the existence or absence of a right to indemnify in making or refusing to make any payment on the basis of such determination, and in reliance upon the advice of counsel, in taking any other action under these provisions of the Bylaws.

ARTICLE VIII: STANDING & SPECIAL COMMITTEES

Section 1. Nominating Committee – The President, subject to the approval of the Board of Directors, shall, at least sixty (60) days prior to the scheduled annual meeting, appoint a Nominating Committee. The Nominating Committee shall consist of not less than two (2) and not more than three (3) members, all of whom shall be voting members. No member of the Nominating Committee may be a current member of the Board of Directors or an officer of the Association nor shall he be the Executive Director. The Nominating Committee may invite suggestions from the membership for those directorships which are vacant or about to expire. The Nominating Committee shall then nominate at least one (1) and preferably two or more (2+) candidates for those required available directorships of the Association as provided in these Bylaws and, mail or electronically or by facsimile transmit such nominations to the qualified voting membership at least ten (10) days before the annual meeting. These nominations shall be voted upon at the annual meeting by the voting members as these Bylaws prescribe.

Section 2. Other Committees – The President shall appoint standing and ad hoc committees. Composition and procedure of these committees shall be prescribed by the President subject to approval of the Board of Directors. The President shall also serve as a member, ex-officio, with right to vote, on all committees except the Nominating Committee.

Section 3. Term of Office – Except as otherwise provided, each member of a standing or ad hoc committee shall continue as such until the next annual meeting of the members of the corporation and until his or her successor is appointed, unless the committee shall have sooner completed its work, shall be sooner terminated, or unless such member shall be removed from such committee by an affirmative vote of a majority of the Board of Directors, or unless such member shall cease to qualify as a member thereof.

Section 4. Chair – One member of each committee shall be appointed Chair by the President subject to approval of the Board of Directors.

Section 5. Vacancies – Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

Section 6. Quorum – Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

Section 7. Rules – Unless otherwise provided in the resolution of the Board of Directors designating a committee, each committee shall adopt rules for its own governance not inconsistent with these Bylaws or with rules adopted by the Board of Directors or inconsistent with "Robert's Rules of Order" (Revised) for parliamentary procedures.

Section 8. Notice of Meetings - Each committee shall post or cause to be posted with the Board of Directors a notice regarding the date, time and place of any committee meeting and the general purpose, agenda and subject of such meeting.

Section 9. Meeting Minutes – Each committee, unless otherwise provided in the resolution of the Board of Directors designating the committee, shall appoint a recorder or secretary who shall take and keep or cause to be taken and kept written minutes or records or summaries of the conduct of each committee meeting including the notice, the purpose, the agenda, a record or sign-in sheet of the attendance and the record of all motions and votes and other actions of the committee and shall transmit a copy of same to the Board of Directors with a copy to the Executive Director within fifteen (15) days of each meeting.

Section 10. Actions –Any actions or recommendations of any committee are not binding upon the Board of Directors or this Association unless so adopted by the Board of Directors as the sole governing body of this Association.

ARTICLE IX: FISCAL YEAR

The fiscal year of this Association shall be the calendar year.

ARTICLE X: AMENDMENTS

These Bylaws may be amended in whole or in part or repealed by an affirmative vote of the majority of voting members present (or represented by valid proxy) and voting at any annual or special meeting of the Association duly called and held, notice of any content of such proposed changes having been mailed or otherwise electronically or by facsimile transmitted to the members not less than ten (10) days before such meeting.

Amendments may be proposed by the Board of Directors on its own initiative, or upon petition specifying the nature and purpose of such an amendment or repeal signed by at least ten percent (10%) of the voting members addressed to the Board.

ARTICLE XI: DISSOLUTION

The Association shall use its funds only to accomplish the objectives and purposed specified in these Bylaws. If at any time the corporation shall cease to carry out the purposes as herein stated, all assets and property held by it, whether in trust or otherwise, shall after the payment of its liabilities, be paid over to an organization which itself has similar purposes and has established an appropriate tax exempt status under Section 501(c)(3) of the United States Internal Revenue Code as now enacted or as it may be hereafter amended, and they shall be applied exclusively for the benefit of the public in fulfilling the same or similar purposes as those of this corporation.

Upon dissolution any such assets not so disposed of, shall be disposed of by the Circuit Court in the county in which the principal office of this corporation is then located, exclusively for such purposes or to such organization(s) or corporation(s) as said Court shall determine, which are organized and operated exclusively for such purposes, or appropriately similar purposes, as set forth in these Articles.