BYLAWS OF THE NATIONAL ASSOCIATION OF QUALITY ANCILLARY PROVIDERS, INC.
The name of the organization is the National Association of Quality Ancillary Providers, Inc. (referred to herein as the "Association"), and is incorporated under the New Jersey Nonprofit Corporation Act pursuant to Title 15A of the New Jersey Statute.
The Association is established to operate as a business league within the meaning of Section 501(c)(6) of the Internal Revenue Code of 1986, as amended (the "Code", which shall also include, without limitation, the related treasury regulations promulgated or as amended from time to time under the Code)
MISSION AND PURPOSE
Consistent with the Association's purposes set forth in its Certificate of Incorporation, as amended, the Association is organized for the following purposes:
1. To encourage, assist, develop and advance the financial, clinical, technological and educational interests of ancillary service providers in the health care arena, including, without limitation, such providers that work in the long-term, residential, sub-acute, acute, ambulatory care and outpatient facilities.
2. To advocate the collective interests of such health care ancillary service providers at the local, state and national level, as contemplated and permitted by the Code. While the Association may advocate on behalf of such health care ancillary service providers, the Association shall not participate in, nor intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office except as authorized under the Code.
3. To promote the free flow of information and guidance among members and a network of experts in a variety of professional and business fields, and establish educational and professional programs and presentations for members as well as the public.
4. To facilitate the cooperation, collaboration and understanding among members and licensed or certified health care facilities, including, without limitation, long-term, residential, sub-acute, acute, ambulatory care and outpatient facilities, licensed or certified health care organizations, certifying and deeming authorities, government officials, faculty and educators, and students and patient rights associations.
5. No part of the net earnings of the Association shall inure to the benefit of, or be distributable to, its members, trustees, officers, or other persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein.
The principal office of the Association shall be located at 1072 Madison Avenue, Suite #D7, Lakewood, New Jersey 08701. The Association may also have other offices at such other places both within and without the State of New Jersey as the Board of Trustees (the "Board") may from time to time determine or the business of the Association may require.
Sections 1. Classes of Members.
The Association shall be comprised of three classes of members: Ancillary Provider Members, Associate Members, and Founding Members (collectively, referred to herein as the "Members"). Except for Founding Members, membership shall be unlimited in number.
(a) Ancillary Provider Members. This class of membership shall be open to all persons, entities and business organizations currently in the health care ancillary service provider fields, and shall entitle such Members to all benefits of membership, including access to the network of experts in a variety of professional and business fields, all information and data promulgated by the Association, and discounts to the educational presentations conducted by the Association. The annual dues required for this class of membership shall be determined by the Board, and shall be reviewed by the Board on an annual basis and subject to modification accordingly.
(b) Associate Members. This class of membership shall be reserved for licensed or certified health care facilities, including, without limitation, long-term, residential, sub-acute, acute, ambulatory care and outpatient facilities, licensed or certified health care organizations, certifying and deeming authorities, government officials, faculty and educators, students and patient rights associations who have an interest in the health care ancillary service provider field. Such Members shall be entitled to limited benefits of membership. Accordingly, such Members shall not be entitled to receive access to the full range of information promulgated by the Association, the network of professionals established by the Association, or discounts to the educational presentations conducted by the Association. The annual dues required for this class of membership shall be determined by the Board, and shall be reviewed by the Board on an annual basis and subject to modification accordingly.
(c) Founding Members. This class of membership shall be reserved for approximately fifteen (15) persons or organizations interested in assuming an active role in facilitating, establishing, implementing and maintaining policies, programs, and governance of the Association. Such Members shall be entitled to all benefits of membership and shall assume an advisory role to the Board and a leadership role with the Association. In addition, such Members shall take an active role in the advocacy on behalf of ancillary providers at the local, state and federal government levels. For purposes of clarification, Founding Members shall not be entitled to vote on the Board, but shall be afforded the right to serve in an advisory and leadership capacity. The annual dues required for this class of membership shall be determined by the Board, and shall be reviewed by the Board on an annual basis and subject to modification accordingly.
Section 2. Prerequisites for Membership.
The following are prerequisites and conditions for membership and continuing membership in the Association (the "Prerequisites"):
(a) Members shall pay annual dues to the Association in such amounts as set forth herein and otherwise modified by the Board. Failure to pay such annual dues will subject such Member to termination as a Member.
(b) Members shall submit, either electronically or in writing, a Membership Application, which shall detail that Members shall be bound by the Association's Certificate of Incorporation, Bylaws, standing rules, conflicts or interest policy, and other rules, regulations, policies, and procedures, all as amended and/or adopted from time to time by the Association.
(c) Applicants for membership in the Association shall meet all of the qualifications of the class of membership for which they apply.
(d) As applicable, Members shall not (i) be under current suspension, revocation or restriction of a license, certification or authority to conduct its business, (ii) be currently excluded, debarred or restricted from participation in any government reimbursement plan, including, without limitation, Medicaid and Medicare, or (iii) currently be owned by (either fully or partially), employ, engage, or be affiliated in any respect with, any individual that is currently excluded, debarred or restricted from participation in any government reimbursement plan, including, without limitation, Medicaid and Medicare.
(e) Members (and its owners, employees, representatives and agents) shall not have been convicted of, or made a guilty or nolo contendere plea to, a felony or other crime of a serious nature. The determination of "serious nature" shall be in the sole and reasonable discretion of the Board.
(f) Members shall keep confidential and not disclose, directly or indirectly, or communicate any portion of the Confidential Information of the Association to any person or entity that is not in their respective membership class. Confidential Information shall include any valuable, special and unique information that is deemed to be "trade secrets" of the Association. Confidential Information shall also include financial and tax information, cost and pricing data, business plans and intentions, designs, specifications, operating procedures, computer programs, charts, forms and policy and procedure manuals.
Section 3. Meeting of Members.
A meeting of the Members shall be held at least one time annually for the review and summary of Association business and at times and places as established by the Board. The Secretary of the Association shall act as secretary of each meeting of the Members. In the absence of the Secretary, the Members shall appoint a secretary of the meeting.
Section 4. Notice.
Notice shall be given personally or by first class or electronic mail, and shall be given not less than ten (10) nor more than fifty (50) days before the date of the meeting. Notice of meeting need not be given to any Member who submits a signed waiver of notice whether before or after the meeting.
Section 5. Member Voting.
The Members shall not be entitled to vote on any matters concerning or relating to the governance of the Association. Notwithstanding the foregoing, the Founding Members shall be afforded the opportunity to consult with and advise the Board on all matters arising during a meeting of the Board, but the Board shall have no obligation to abide by any such advice or consultation.
Section 6. Expulsion of Members.
Members may be terminated by the Association, upon written notice by the Association, which written notice shall include electronic communication, and the occurrence of any of the following events:
(a) Failure to abide by the terms of the Membership Application, these By-laws, Certificate of Incorporation (as amended), or any other document which sets forth governing provisions of the Association.
(b) Failure to satisfy the Prerequisites.
(c) Member's willful disclosure, without the approval of Association, of any Confidential Information that has been acquired in the course of Membership to any person or entity that is not in such Member's membership class within the Association.
BOARD OF TRUSTEES
Section 1. Authority of the Board of Trustees.
The Board shall have the general power and authority to control, manage and conduct the business, affairs and property of the Association in accordance with the purposes and limitations set forth herein, including, without limitation, the following:
(a) establishing policies concerning the management and operation of the Association, including systems to ensure the financial management of the Association and accountability for the Association's resources;
(b) managing the development and implementation of educational presentations and programs for Members and the public;
(c) identifying and securing a network of experts and advisors in a variety of professional and business fields who will be accessible to Members and facilitate the exchange of information;
(d) establishing a system and policy of advocacy on behalf of the ancillary providers at the local, state and federal government level; and
(e) ensuring that the Association's minutes reflect all business conducted, including findings, conclusions and recommendations.
Section 2. Duties and Responsibilities of the Board of Trustees.
Trustees shall satisfy their duties and responsibilities in good faith and with that degree of diligence, care and skill which ordinarily prudent men and women in like positions would exercise under similar circumstances in furtherance of the Association's mission and purpose. In satisfying their duties, Trustees, when acting in good faith, may rely on information, opinions, reports or statements including financial statements and other financial data, in each case prepared or presented by: (a) one or more officers or Members of the Association, whom the Trustee believes to be reliable and competent in the matters presented, (b) counsel, public accountants or other persons as to matters which the Trustees believe to be within such person's professional or expert competence, or (c) a committee of the Board upon which such Trustee does not serve, duly designated in accordance with a provision of the Certificate of Incorporation or the By-laws, as to matters within its designated authority, which committee the Trustees believe to merit confidence.
Section 3. Composition of the Board of Trustees.
The Board shall consist of at least three (3) individuals. The initial members of the Board are as contemplated by initial resolutions of the Association. The number of Trustees serving at any time and constituting the Board shall be established from time to time by the Trustees. Each Trustee shall possess one (1) vote on all matters coming before the Board, and all action or decisions of the Board shall require a majority vote of the entire Board, except as otherwise provided herein.
Section 4. Newly Created Trusteeships and Vacancies.
Newly created Trusteeships resulting from an increase in the authorized number of Trustees shall require the vote of at least two thirds (2/3) of the Board in favor of such increase in the authorized number of Trustees. Vacancies occurring in the Board for any cause, including any such vacancy occurring by reason of the removal of any Trustee from office with or without cause, shall be filled by a majority vote of the Board.
Section 5. Removal.
A Trustee may be removed by the Board without cause or whenever, in the judgment of the Board, the interests of the Association will be served thereby. Such removal shall require the vote of at least two thirds (2/3) of the Board in favor of such removal.
Section 6. Resignations.
Any Trustee may resign at any time by giving written notice to the Secretary of the Association, which written notice shall include electronic communication. The resignation shall take effect at the time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 7. Meetings.
The Board shall conduct its annual meeting after the annual meeting of Members. It is anticipated that regular meetings of the Board shall be held periodically and informally for the purpose of transacting business that may come before the Board. The Association shall use its best efforts to provide the Trustees with an agenda for and prior to the annual and any regular meeting. The Founding Members shall be permitted to attend the Board's annual meetings for purposes of serving in an advisory capacity. Notwithstanding the preceding sentence, the participation or votes of the Founding Members shall not be considered or included in the Board voting. The Secretary of the Association shall act as secretary of each meeting of the Board. In the absence of the Secretary, the Board shall appoint a secretary of the meeting.
Section 8. Special Meetings.
Special meetings of the Board may be held at any time upon the call of the President or upon the call of any Trustee. If, for any reason, the annual meeting of the Board shall not be held, such meeting may be called and held as a special meeting, and the same proceedings may be had there as at an annual meeting, provided that the notice of such meeting shall be the same as herein required for the annual meeting, namely, not less than a sixty (60) day notice.
Section 9. Notice of Meetings.
At least sixty (60) days prior to the date of the annual meeting of the Board, written notice of the time and place of such meeting shall be mailed, as herein provided, to each Trustee. Notice need not be given of regular meetings of the Board if the time and place of such meetings are fixed by the Board. Notice of each special meeting of the Board must be given to each Trustee not less than five (5) days before such meeting. Notice may be in writing and sent by mail, addressed to such Trustee at his or her address as it appears on the records of the Association. Such notice shall be deemed to have been given when it is deposited in the United States mail. Notice may also be made by telephone or sent by facsimile transmission, courier service, electronic mail or hand delivery. Notice of a special meeting need not be given to a Trustee who submits a signed waiver of notice before or at the meeting's commencement.
Section 10. Place and Time of Meetings.
Meetings of the Board shall be held at the location, within or without the State of New Jersey, which is fixed by the Board, or, in the case of a special meeting, by the person or persons calling the special meeting.
Section 11.Quorum and Voting.
The Association shall have no formal quorum requirements, provided that a sufficient number of Trustees are present (either personally, by telephone conference, or similar electronic communication or medium) and are able to constitute a majority of all of the Trustees (or two thirds (2/3) of all of the Trustees, as the case may be) for matters requiring the vote of the Board.
Section 12. Conflicts Of Interest Policy.
In connection with all actions taken by the Board involving any potential conflict of interest which could result in a direct or indirect financial or personal benefit to a Trustee or officer, such conflict of interest must be disclosed in good faith or known to the Board authorizing such a contract or transaction. The interested individual may participate in the information-gathering stage of the Board's discussion but shall retire from the room in which the Board is meeting and shall not participate in the final deliberation or decision regarding such contract or transaction. Such interested individual may not vote on such contract or other transaction. Trustees who have a conflict of interest with respect to such contracts or transactions shall not be counted for the purpose of a vote or the authorization of such conduct or transaction. In the event that such a conflict of interest exists, the non-conflicted Trustees shall appoint an individual to serve as a Trustee on a temporary basis for the purpose of voting with respect to the decision at issue.
The minutes of the meeting of the Board shall reflect (a) that the conflict of interest was disclosed, (b) that the interested Trustee or officer was not present during the final discussion or vote of the Board or committee thereof, (c) that the interested individual did not vote, (d) that the non-conflicted Trustees appointed an individual to serve as a Trustee on a temporary basis, and (e) that the temporary Trustee voted with respect to the decision at issue. All questions as to whether a conflict of interest exists shall be resolved by a vote of the Board in which the interested individual may not vote.
Section 13. Meeting by Conference Telephone.
Any one or more Trustees may participate in a meeting of the Board by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
Section 14. Action Without a Meeting.
Any action required or permitted to be taken by the Board may be taken without a meeting if all Trustees consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the Trustees shall be filed with the minutes of the proceedings of the Board.
Section 15. Compensation of Trustees.
The Association shall not pay any compensation to Trustees for services rendered to the Association as Trustees, except that Trustees may be reimbursed for reasonable expenses incurred in the performance of their duties to the Association. Notwithstanding the foregoing, the Association may reasonably compensate a Trustee for his or her service that is outside of his or her capacity as a Trustee.
Section 1. Officers.
The officers of the Association shall consist of an Executive Director of the Association (who shall also serve as the President of the Association) that will serve to conduct the day to day operations of the Association, and such other positions with such titles and duties as the Board shall determine.
Section 2. Appointment Term of Office, and Qualifications.
The officers of the Association, including, without limitation, the President/Executive Director shall be determined by two thirds (2/3) vote of the Board, and each such officer shall hold office for a period of three (3) years. No officer need be a Trustee. One person may hold, and perform the duties of, more than one office, provided that the offices of the President and of the Secretary may not be held by the same person. All officers shall be subject to the supervision and direction of the Board.
Section 3. Removal.
The officers, with the exception of the President and Executive Director, may be removed by the Board either with or without cause upon a vote of the Board in favor of such removal. The President and Executive Director may be removed by the Board either with cause or without cause upon a vote of at least two thirds (2/3) of the Board in favor of such removal.
Section 4. Resignations.
Any officer may resign at any time by giving thirty (30) days prior written notice to the Secretary of the Association, which written notice shall include electronic communication. The resignation shall take effect at the time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 5. Vacancies.
A vacancy in any office arising from any cause shall be filled for the unexpired portion of the term in the manner prescribed in these By-laws for regular appointment to such office.
Section 6. President and Executive Director.
The President and Executive Director shall be the chief executive officer of the Association and shall have and exercise general charge and supervision of the day-to-day business and operational affairs of the Association, shall do and perform such other duties as the Board may assign to the Executive Director and President, and shall, subject to the approval of the Board, have the full power to execute, for and on behalf of the Association, any and all documents and instruments that may be necessary to carry on the business of the Association, including, without limitation, any and all checks, drafts, money orders, deeds, contracts, leases, mortgages, and promissory notes. In addition, the President and Executive Director shall (a) coordinate and direct the activities of accountants, legal counsel, managing agents, consultants or other experts and business advisors to perform services for the Association, (b) facilitate the purchase of liability and other insurance to protect the Association's property and the Association's business, (c) establish savings, checking, depository and operating accounts in the Association's name in such bank or investment institution as shall be designated by the Board, and (d) file all necessary documents, including, without limitation, the Association's tax returns, with relevant state and federal governmental authorities, and regulatory agencies and instrumentalities. He or she shall be an ex officio member of all standing committees and shall have the general powers and duties of supervision and management usually vested in the office of the President of a nonprofit corporation in the State of New Jersey.
Section 7. Vice President.
The Board may appoint one or more Vice Presidents of the Association and shall delegate to such Vice Presidents such authority as the Board sees fit. The Vice President shall perform the duties and exercise the powers of the President during the absence or disability of the President.
Section 8. Secretary.
The Secretary shall:
(a) ensure that the minutes of all meetings of the Board, the Members and any Committee meetings are recorded in the books and records of the Association;
(b) oversee the custody of the records (other than financial) of the Association and shall have charge of the seal of the Association and see that it is used upon all papers or documents whose execution on behalf of the Association under its seal is required by law or duly authorized in accordance with these by-laws; and
(c) in general, perform all duties incident to the office of Secretary and such other duties as the Board may from time to time assign to the Secretary.
Section 9. Compensation.
The Board may from time to time establish the rate of compensation and benefits for officers employed by the Association.
Section 1. Standing Advisory Committees.
The members and chairpersons of the following standing advisory committees shall be appointed by the President of the Association, subject to the approval of the Board, to serve for a term of two (2) years, subject to reappointment.
(d) Communications; and
(e) Program and Education.
Section 2. Chairmen of Standing Committees.
Each standing advisory committee shall have a chairman or co-chairmen who shall be designated by the President, subject to the approval of the Board. All committee chairmen or co-chairmen shall serve at the pleasure of the President and the President shall have the power at any time to fill vacant chairmanships or to remove any chairman or co-chairman from office with or without cause.
Section 3. Meetings of the Committees.
Standing advisory committees may meet either regularly at stated times or specially on notice given at least forty eight (48) hours in advance by the Secretary, the chairman of the committee or any two (2) members thereof by mail, telegraph, facsimile or other electronic means, telephone or in person to all other members thereof, but no notice of any regular meeting need be given, and no notice of any special meeting need be given.
Section 4. Membership Committee.
The Membership Committee, through networking, shall encourage and promote membership in the Association in such a manner as approved by the Board.
Section 5. Nominations Committee.
The Nominations Committee shall, at least ninety (90) days before the annual membership meeting, present a slate of Association nominees for the office of Vice President, Secretary, Treasurer, and shall place in nomination for any Trustee positions then requiring a vote or re-election. The President shall not be subject to appointment until the Board directs the Nominations Committee to identify candidates for the President position. Only individuals who satisfy the Prerequisites may be appointed by the Nominations Committee for any Association Trustee position or officer position. The Nominations Committee shall provide a pertinent biographical sketch of each nominee's professional activities and services to the Association.
Section 6. Financial Committee.
The Finance Committee shall consult with the Board and the President concerning matters relating to the fiscal and budgetary management of the Association, including, assisting the President with the preparation of the annual budget for recommendation to the Board, as well as other fiscal matters as it may be advisable from time to time.
Section 7. Communications Committee.
(a) The Committee shall concern itself with the Association's public image with long-term and sub-acute health care facilities, other licensed or certified health care or residential facilities, licensed or certified health care organizations, certifying and deeming authorities, government agencies, other allied health associations, and the public through dissemination of information and the activities, positions, and perspectives of the Association.
(b) This Committee shall concern itself with the execution of a Association newsletter and all other publications of this Association with the public, and other organizations through dissemination of information concerning the Association.
(c) This Committee shall maintain such a liaison as has been established by he Board with other organizations whose activities may be of interest to the members of this Association.
Section 8. Program and Education Committee.
This Committee shall be so constructed as to develop and provide a system of informative and educational materials and information to provide ancillary clinical education and continuing education planning to the Members.
EXECUTION OF INSTRUMENTS
Section 1. Contracts and Instruments.
The Board may authorize any officer or officers or agent or agents of the Association to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Association. Such authority may be general or may be confined to specific instances.
Section 2. Deposits.
Funds of the Association may be deposited from time to time to the credit of the Association with the depositories that are selected by the Board.
Section 3. Orders for the Payment of Money and Endorsements for Deposit.
(a) All checks, drafts or other orders for the payment of money, notes, or acceptances issued in the name of the Association shall be signed by the Executive Director, or officer or agent authorized by, and in the manner determined, from time to time by resolution of the Board.
(b) Endorsements for deposit to the credit of the Association in any of its authorized depositories may be made, without countersignature, by the Executive Director or any officer or agent authorized by, and in the manner determined, from time to time by resolution of the Board.
Section 1. Indemnification.
In the absence of fraud or bad faith, the current or former Trustees, officers, or committee members of the Association, as well as any person who may have served, at the Association's request, as a Trustee, officer, or committee member of another corporation, whether for profit or not-for-profit (each individually an "Indemnified Party" and collectively, the "Indemnified Parties") shall not personally be liable for the Association's debts, obligations, or liabilities, consistent with the restrictions contained in the New Jersey Nonprofit Corporation Act. The Association shall indemnify any Indemnified Party against reasonable expenses actually and necessarily incurred by him or her, in connection with the defense of any action, suit, or proceeding, to which he or she is made a party, by reason of being or having been an Indemnified Party, provided:
(a) such Indemnified Party acted in good faith for a purpose which he reasonably believed to be in the best interest of the Association, and with that degree of diligence, care and skill which reasonably prudent persons would exercise under similar circumstances in like positions; and
(b) such Indemnified Party is not adjudged liable for negligence or misconduct in the performance of his duty in such action, suit or proceeding; and
(c) in connection with any criminal action or proceeding, the Indemnified Party had no reasonable cause to believe that his conduct was unlawful.
Section 2. Applicability and Scope.
(a) As set forth in this Article, the terms "liability" and "expense" shall include, but shall not be limited to, counsel fees, proper expenses and disbursements, and amounts of judgments, fines or penalties and sums paid in settlement by such Indemnified Party.
(b) In the event that a question arises as to whether or not such Indemnified Party has met the standards of conduct set forth in this Article, such question shall be conclusively determined by either: (i) the Board, provided that a sufficient number of Trustees who are not involved in such claim, suit or proceeding are present and able to constitute a majority; or, (ii) if a sufficient number of Trustees who are not involved in such claim, suit or proceeding pursuant to subsection (i) is not obtainable with due diligence, then by the Members, unless the Members elect to have such matter determined by the written opinion of reputable disinterested legal counsel selected by the Association.
(c) If any word, clause or provision of this Article shall for any reason be determined to be invalid, the other provisions hereof shall not otherwise be affected thereby, but shall remain in full force and effect.
(d) Anything contained in this Article to the contrary notwithstanding, the Association shall in no event indemnify any person, otherwise entitled to such indemnification, if such indemnification would constitute "self-dealing," as defined in Section 4941 of the Code.
(e) The provisions of this Article shall be applicable to all actions, claims, suits, or proceedings made or commenced after the adoption hereof, whether arising from acts or omissions to act occurring before or after its adoption. The rights of indemnification provided in this Article shall neither be exclusive of, nor be deemed in limitation of, any rights to which any such Indemnified Party may otherwise be entitled or permitted by contract, the Certificate of Incorporation, vote of the Board, or otherwise, or as a matter of law, both as to actions in his or her official capacity and actions in any other capacity while holding such office, it being the policy of the Association that indemnification of the specified individuals shall be made to the fullest extent permitted by law.
Section 1. Fiscal Year.
The fiscal year of the Association shall be fixed by the Board.
Section 2. Seal.
The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words "Corporate Seal, Nonprofit, New Jersey." The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.
Section 3. Books and Records.
The Association shall keep correct and complete books and records of account of the activities and transactions of the Association, including a minute book, which shall contain a copy of the Certificate of Incorporation, a copy of these By-laws, and all minutes of meetings of the Board.
AMENDMENTS BY BOARD OF TRUSTEES
Section 1. Certificate.
The Board may make amendments to the Certificate of Incorporation. The Board may amend the Certificate of Incorporation at any meeting of the Board, by a two-thirds (2/3) vote of the Trustees present or by unanimous written consent of the Board.
Section 2. By-Laws.
The Board may amend or repeal these By-Laws at any meeting of the Board by a two-thirds (2/3) vote of the Trustees present or by unanimous written consent of the Board.