BYLAWS
OF
WYOMING HEALTH FUNDS ALLIANCE
ARTICLE I
NAME AND LOCATION
Section 1.) Name. The name of this organization shall be WYOMING HEALTH FUNDS ALLIANCE
( " WHFA " ) a nonprofit corporation organized in Wyoming.
Section 2.) Location. Offices of the WHFA shall be located in Casper, Wyoming and in such other locality as
may be determined by the Board of Directors.
Section 3.) Registered Office. The WHFA shall have and continuously maintain, in the state of Wyoming a
registered office and a registered agent whose office is located in such registered office. The address of the
registered office may be changed from time to time by the Board of Directors.
ARTICLE II
Section 1.) Health Care Cost Containment and Reduction. The corporation shall seek to make contractual and
other arrangements with hospitals, physicians, clinical and laboratory testing facilities, and such other providers
of health care services as the Board of Directors may determine, including terms which provide beneficial
advantages in service costs and billing procedures for Members. Unless otherwise specifically authorized by a
Member Fund, the corporation shall not contractually bind any Member Fund or its participants to do business
with any provider of health services to the exclusion of other competing providers; provided, however, the
corporation may agree with contraction providers that each Member Fund will take action deemed appropriate
by the Member Fund to avail its participants of the advantages provided by the contractual and other
arrangements. The objective of such contractual and other arrangements shall be to obtain cost savings in the
acquisition of health care services by the Members through the corporation's efforts on behalf of the combined
membership.
Section 2.) Voluntary Employees' Beneficiary Association. The corporation shall serve as a voluntary
employees' beneficiary association providing plans and programs for aiding the delivery of life, sick, accident,
and other health related benefits to the Members of the corporation on the best terms available.
ARTICLE III
Section 1.) Members. Only Health and Welfare Trust funds and similar organizations providing medical
expense coverage to, in part, participants who are union members, can be members of this organization.
Each member shall have voting rights through the appointment of representatives.
Each representative shall be a natural person of full age holding a position as a trustee or board member of
a participating "employee welfare benefit plan" within the meaning of the Employee Retirement Income
Security Act of 1974, or a similar organization structured like a health and welfare trust fund operating a
welfare benefits plan, and shall hold such office until his or her successor shall have been designated and
shall qualify, or until his or her death, resignation, or removal by the appointing member.
Each member welfare plan shall designate two individuals to serve as representatives, one being a union
representative and one being an employer representative, except that member organizations which are not
truly Taft-Hartley trusts shall designate their representatives to follow the intent of this provision.
Section 2.) Equality of Number of Union and Employer Representatives and Voting. There shall be always an
equal number of representatives appointed from among union trustees and employer trustees of members.
If two members appoint the same individual as their designated representative, he or she will have one vote
for each such designation. The voting strength of representatives from among union trustees and employer
trustees shall always be equal.
Section 3.) Property Rights. No member shall have any right, title, or interest in or to any property of this
corporation.
Section 4.) Admission of Members. Organizations which meet the definition of an eligible member set forth in
the articles of incorporation and receive an affirmative vote of a majority of the members present and voting at
a meeting shall be admitted to membership. Any member may withdraw at any time by giving written notice to
the registered agent of the corporation and the President.
Section 5.) Dues and Special Assessments. Members dues and special assessments shall be fixed from time
to time by the Board of Directors. If the dues or special assessment of any member remain unpaid for a period
of 60 days, the Treasurer shall mail a notice of delinquency.
Section 6.) Removal of Members for Cause. It appears that a member has ceased to comply with the
qualifications for membership set out herein, or for other good and just cause, the Board of Directors shall
notify that member in writing, setting out in what way the member is out of compliance. If, after 30 days
following notification, the member remains out of compliance, the Board shall, upon the written request of the
member, schedule a hearing at a time and place reasonably convenient to the member and provide that
member prior notice of such hearing by certified mail, return receipt requested. Such notice shall be mailed
no less than 20 days prior to the hearing. At the hearing the member shall be afforded an opportunity to
present evidence that it is not out of compliance with the qualification for membership, or any other evidence
and arguments it may feel would be valuable to the Board. If the hearing is conducted by a committee of the
board, the committee shall report back to the Board in a timely manner, and recommend whether or not the
member should be removed. Whereupon, a member may be removed for cause upon the vote of 67% or
more of members constituting a quorum.
ARTICLE IV
Section 1.) Meetings. Meetings of the members of the WHFA or at such place as the Board of Directors shall
designate. An annual meeting will be held once each calendar year in addition to any regular meeting.
Section 2.) Notice of Meeting. Notice of the time, place and purposes of each meeting shall be delivered by
mail or telecopy to each member at least ten days prior to the meeting date.
Section 3.) Special Meetings. Special meetings of the members may be called at any time by two Directors,
and must be called by the Secretary on receipt of the written request of 5% of the voting power of the members
of the WHFA,
according to W. S. s 17-19-702.
Section 4.) Notice of Special Meetings. Notice of special meetings stating the time, place, and purpose
thereof shall be given personally, by mail, or by telecopy to each member at least ten days prior to the meeting
day. No notice need be given to any member who actually attends, or who executes and files a written waiver
of notice of such meeting, either before or after the meeting.
Section 5.) Quorum. At any meeting of members of the WHFA, the presence of ten percent of the membership
shall be necessary to constitute a quorum for all purposes except as otherwise provided by law, and the act
of a majority of the members present at any meeting at which there is a quorum shall be the act of the full
membership. It at any meeting there shall be less than a quorum present, the members may, without further
notice, adjourn the meeting until a quorum shall be present.
Section 6.) Voting. At every meeting of members each representative of each member of the WHFA shall
be entitled to one vote. Proxy votes shall be recognized. No cumulative voting shall be allowed. All elections
shall be had and all questions decided by a majority vote of the members present in person or by proxy.
Section 7.) Conduct of Members' Meetings. The meeting of members shall be presided over by the chairman
of the Board of Directors.
Section 8.) Waiver of notice.
(a) A member may waive any notice required by this act, the articles, or bylaws before or after the date and
time stated in the notice. The waiver shall be in writing, be signed manually or is facsimile by the member
entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the
corporate records.
(b) A member's attendance at a meeting: ( i ) Waives objection to lack of notice or defective notice of the
meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting
business at the meeting; and ( i i ) Waives objection to consideration of a particular matter at the meeting
that is not within the purpose or purposed described in the meeting notice, unless the member objects to
considering the matter when it is presented.
Section 9.) Action by written consent.
(a) Action required or permitted by this act to be taken at a members' meeting may be taken without a
meeting may be taken without a meeting if notice of the proposed action is given to all voting members
and the action is approved by ninety (90%) of the members entitled to vote on the action. The action shall be
evidenced by one ( 1 ) or more written consents describing the action approved, signed either manually or
in facsimile, by the requisite number of members entitled to vote on the action, and delivered to the
corporation for inclusion in the minutes of filing with the corporate records.
ARTICLE V
Section 1.) Authority and Responsibility. The governing body of the WHFA shall be the Board of Directors.
The Board of Directors shall have supervision, control, and direction of the affairs of the WHFA; shall actively
prosecute the WHFA's objectives; and shall supervise the disbursement of the WHFA's funds. The board
may adopt such rules and regulations for the conduct of its business as shall be deemed advisable, and may,
in the execution of the powers granted, delegate certain of its authority and responsibility to one or more
committees.
Section 2.) Number and Tenure of Office. The Board of directors shall consist of five Directors. Each regular
Director shall hold office for two years or until his/her successor is duly elected and qualified.
Section 3.) Manner and Election. The election of the Board of Directors shall be by majority vote of the
members at any meeting.
Section 4.) Place and Manner of Meeting: Action Without Meeting. Regular and special meetings of the
Board of Directors shall be held simultaneously with the regular and special meetings of members.
Members of the Board of Directors also may act by means of conference telephone network of similar
communication methods by which all persons participating in the meeting can hear each other, and
without meeting by unanimous written consent to such action signed by all Directors and filed with the
Minutes of the Board.
Section 5.) Notice of Meeting. Written or printed notice of each regular of special meeting of the Board of
Directors, stating the place, day, and hour of the meeting must be given personally, by mail, or telecopy to
Directors not less than ten days prior to the date of the meeting. No notice need be given to any Director
who actually attends, or who executes and files written waiver of notice of such meeting, either before or
after the meeting.
Section 6.) Quorum. A majority of the members of the Board of Directors shall constitute a quorum at such
meetings. No vote shall be taken unless a quorum is present. The vote of a majority of those present at a
meeting AT which a quorum is present shall be sufficient to constitute action of the Board of Directors.
Section 7.) Chairperson of the Board. The Board of Directors shall annually, by majority vote, elect from
the Board of Directors a Chairperson, Vice-Chairperson and Secretary Treasurer. Chairperson shall
preside at all meetings of the members and the Board of Directors.
( a ) The Chairperson shall represent the organization in its correspondence with the public and act as a
spokesperson of the organization.
( b ) The Chairperson shall cause to be called regular and special meetings of the Directors in accordance
with the requirements of any applicable statute and of these Bylaws.
( c ) Any two Board members can and must both sign and execute all contracts in the name of the
organization, and notes, drafts, or other orders for the payment of money.
( d ) The Chairperson shall cause all books, reports, statements, and certificates to be properly kept and
filed as required by law.
( e ) The Chairperson shall enforce these Bylaws and perform all the duties incident to the office of
Chairperson, and which are required by law, and, generally, Chairperson shall supervise and control the
activities of the organization.
( f ) The authority to the Chairperson shall not operate to relieve the Board of Directors, or any individual
Directors of any responsibility imposed upon him or her by law.
( g ) If the Chairperson is unable to carry out his duties for any reason, the Vice-Chairperson may carry out
said duties.
( h ) The Secretary-Treasurer shall cause to be recorded proceedings of meetings of the Board of Directors
and proceedings of meetings of the executive committee, if any; shall keep a register of the names and
addresses of all members of this corporation; shall at all times keep on file a complete copy of these bylaws
and all amendments and restatements hereof; shall, when directed to do so, give proper notice of meetings
of the board of Directors and meetings of the executive committee, if any; and in general, shall perform all
duties usually incident to the office of the Secretary.
( i ) The Secretary-Treasurer shall maintain the financial books and records of the corporation and report to
the full Board of Directors as to the status of such books and records and shall perform such other duties
usually incident to the office of Secretary-Treasurer.
Section 8.) Compensation of Directors. Directors may receive reasonable compensation from the WHFA
affecting one or more of its purposes. Directors may be reimbursed for any reasonable expenses incurred
by them in the execution of their official duties, including travel expenses.
Section 9.) Voting. At all meetings of the Board of Directors, each Director shall have one vote.
Section 10.) Vacancies. The members shall elect a Director to fill any Board vacancy caused by death,
resignation, or otherwise. Such Directors shall serve for the unexpired term of their predecessors in office.
Section 11.) Removal of Director. Any Director may be removed without cause by vote of a majority of the
members at a meeting expressly called for that purpose.
Section 12.) Resignation. Any Director may resign from the Board by giving written notice to the Board.
Such resignation shall be effective upon receipt of notice by the Board or at such later date as specified in
the notice.
ARTICLE VI
Section 1.) Other Officers, Agents and Employees. This corporation may employ an Administrator and such
other agents and employees as may be deemed necessary by the Board of Directors. Such other agents
and employees shall be appointed in such manner, have such operational and administrative duties, and
hold their offices for such term as may be determined by resolution of the Board of Directors.
Section 2.) Bond. The Board of Directors of this corporation shall from time to time determine which, if any,
directors or agents of this corporation shall be bonded and the amount of each bond.
ARTICLE VII
Section 1.) Liability. In the absence of fraud, the Directors of the WHFA shall not be personally liable for its
debt, obligations, or liabilities.
Section 2.) Indemnification. The WHFA may indemnify and reimburse all persons whom it has the power to
indemnify and reimburse, pursuant to Sections 17-19-852 and 17-19-856 of the Wyoming Nonprofit
Corporation act or any successor statute, in the manner and to the fullest extent provided therein, for all
expenses actually and necessarily incurred in connection with the defense of any action, suit or proceeding
in which he/she is made a party by reason of having been a Director of Officer, except with respect to matters
as to which such person has been adjudged liable by virtue of negligence or misconduct in the performance
of a duty. The WHFA may purchase and maintain insurance for this purpose. The indemnification provided
for in this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification
for any reason whatsoever may be entitled under any agreement, vote of disinterested Directors, or otherwise.
ARTICLE VIII
Section 1.) Investments. The WHFA shall have the right to retain all or any part of any securities or property
acquired by it in whatever manner, and to invest and reinvest any funds held by it according to the judgment
of the Board of Directors. The Board of Directors is restricted to the prudent investment which a Director is
or may hereafter be permitted by law to make. The Board of Director may delegate a Director or agent the
day-to-day management of such investments as the Board of Directors may authorize.
Section 2.) Books and Records. There shall be kept, at the principal office of the WHFA, correct books of
accounts of all business and transactions of the WHFA.
Section 3.) Depositories. The funds of the WHFA not otherwise employed shall from time to time be deposited
to the order of the WHFA in such banks, trust companies, or other depositories as the Board of Directors may
select, or as may be selected by any one or more agents of the WHFA to whom such power may from time
to time be delegated by the Board of Directors.
Section 4.) Annual Audit. The Board of Directors may require an annual audit of the book and accounting
records of the WHFA.
Section 5.) Fiscal Year. The fiscal year of the WHFA shall begin on January 1 and end on December 31.
Section 6.) Corporate Seal. The WHFA shall not have a corporate seal. The absence of a seal on any
instrument shall not affect the character, validity, or legal effect of any instrument in any respect.
Section 7.) Officers. There shall be no officers of this corporation.
ARTICLE IX
Section 1.) An amendment to these By-laws must be approved by the two-thirds (2/3) of the votes cast or a
majority of the voting power, whichever is less.