NORTHEAST MEDICAL EQUIPMENT PROVIDERS, INC. (NEMEP)
A Not-for-Profit Corporation

ARTICLE ONE

Name, Location, Purpose and Fiscal Year

1.1  Name: The name of the Corporation is “Northeast Medical Equipment Providers Association, Inc.” (NEMEP).

1.2  Principal Office: The principal office of the Corporation shall be located at such place as may be fixed from time to time by the Board of Directors of the Corporation.

1.3  Purpose: The purposes for which the Corporation are formed are to advance the success of the home medical equipment industry and its providers through education, advocacy and improved patient outcomes, and to promote and represent the common business interests of and improve business conditions among participants in such industry, all in compliance with Section 501(c)(6) of the Internal Revenue Code.

1.4  Fiscal Year: The fiscal year of the Corporation shall, unless otherwise determined by the Board of Directors, end on December 31st of each year.

ARTICLE TWO

Membership

2.1  Eligibility for Membership: To be eligible for membership in the Corporation, the member must be a sole proprietorship, firm, partnership, limited liability company, corporation, association, or other entity that is actively engaged in the business of supplying or manufacturing any type of medical equipment, products, or supplies, or otherwise in the business of providing services related to or supporting the health care industry.

2.2  Classes of Membership: There shall be three classes of membership within the Corporation:

a)  Regular Members: Regular Members shall be those currently engaged in the sale (retail or wholesale), rental or distribution of any type of medical equipment, product, services and supplies, utilized in the care and treatment of patients. Regular Members shall have full voting rights, and be eligible for election to the Board of Directors and appointment to any committee created by the Board.

b)  Associate Members: Associate Members shall consist of those members not otherwise qualified for status as Regular Members, who are involved in the manufacture of medical equipment, or are otherwise engaged in a business related to or supporting a Regular Member’s business. Associate Members shall have full voting rights and be eligible for election to the Board of Directors and appointment on any committee created by the Board. 

c)  Honorary Members: Honorary Membership may be granted, at the discretion of the Board of Directors, to any person who has faithfully served the Corporation. Honorary Members shall not have the right to vote on any issue affecting the Corporation and may not be elected to the Board of Directors, but may, at the discretion of the Board, be appointed to serve on a committee created by the Board.

2.3  Dues:

a)  Member Dues: All Regular and Associate Members shall pay annual dues. The amount of the annual dues payable to the Corporation by Regular and Associate Members shall be determined from time to time by vote of the Board of Directors. Notwithstanding anything to the contrary, no Member shall be entitled to return of, or distribution on account of, dues paid by such Member, including, but not limited to, in the event of the termination of such Member’s interest as a Member in the Corporation or the dissolution of the Corporation.

i)  JAMES/NYMEP Merger: The Corporation is the “surviving corporation” resulting from the merger of Jersey Association of Medical Equipment Suppliers, Ltd., a New Jersey nonprofit corporation (“JAMES”), with and into New York Medical Equipment Providers Association, Inc., a New York nonprofit corporation and the same legal entity as the Corporation (“NYMEP”) (the transaction is referred to as the “Merger”). In the event that (1) a person was a member of either JAMES or NYMEP prior to the Merger, (2) such person became or continued to be a Member of the Corporation pursuant to the Merger, and (3) such Member paid either JAMES, NYMEP, or the Corporation annual dues for 2017, then such Member shall have been deemed to have satisfied the annual dues requirement for 2017 through the Merger. In the event that (1) a person was a member of either JAMES or NYMEP prior to the Merger, (2) such person became or continued to be a Member of the Corporation pursuant to the Merger, and (3) such Member did not pay either JAMES, NYMEP, or the Corporation annual dues for 2017, then such Member shall pay 2017 dues to the Corporation no later than January 31, 2017.

ii)  Additional Members: Provided that all eligibility criteria are satisfied, additional persons may become Members of the Corporation by paying annual dues at any time during a year, with such dues to be effective for the year of payment, unless otherwise agreed by such Member and the Corporation, acting through its President. In the event of a short membership year, such annual dues shall not be prorated, unless otherwise agreed by such Member and the Corporation, acting through its President.

iii)  Renewal: A current Regular or Associate Member may renew such Member’s membership interest in the Corporation by paying renewal annual dues in advance of January 1 of the renewal year. The Corporation shall endeavor to submit bills for renewal dues within a reasonable time before the expiration of a given calendar year. Quarterly payment plans are acceptable through arrangement with the Corporation, acting through its President.

b)  Delinquency of Dues: Any Member who fails to pay its dues within 90 days of the due date shall be considered a Member “Not in Good Standing” until such time as the Member pays the dues. If a Member is placed in the status of Not in Good Standing, such Member shall lose all voting powers and shall be deemed to be a non-voting member of the Corporation for all purposes under law. If any Member Not in Good Standing fails to pay its dues by December 31 of the applicable year of delinquency, such Member shall automatically cease to be a member of the Corporation for all purposes. 

c)  Assessments: If the Board of Directors shall determine, by majority vote, that the best interests of the Corporation require that additional funds are needed for the general purposes of the Corporation, it shall have the right to determine the amount of a special assessment, in addition to the annual dues, to be paid by each Regular and Associate Member. In such event, a written notice shall be sent to each Regular and Associate member, advising of the amount of such Member’s special assessment, and the reason(s) addition funds are required, with a request that the amount of any such special assessment be paid by each member within 60 days of the written notice of special assessment.

2.4  Meetings:

a)  Annual Meeting: The Members shall have an annual meeting. The Board of Directors shall provide, by resolution, the date, time, and place, either within or without the State of New York or solely by means of authorized communications equipment to the extent authorized by law, for holding an annual meeting, at which time, Directors shall be elected. Any other business may be transacted at the annual meeting without specific notice of such business being given, except such business as may require specific notice by law. 

b)  Special Meetings: Special meetings of the Members may be called at any time by the President or upon the written request of the majority of the Board of Directors. The person or persons authorized to call special meetings of the Members may fix any reasonable date, hour, and place, either within or without the State of New York or solely by means of authorized communications equipment, for holding any special meeting of the Members called by such person or persons.

c)  Notice: Notice of each annual, regular, or special meeting of the Members shall be given in writing not less than 10 days nor more than 50 days before the meeting. Any Member may, at any time, waive any notice required to be given under these Bylaws. Attendance at a meeting of the Members shall constitute a waiver of notice, except where a Member states that he or she is attending for the purpose of objecting to the conduct of business on the grounds that the meeting was not lawfully called or convened. Notice of a meeting will be deemed to have been waived by any Member who attends such meeting and who does not, before or at the commencement of the meeting, protest the lack of proper notice.

d)  Quorum: At any meeting of Members, the presence of 10% of the voting members shall constitute a quorum unless a larger proportion is required to take the action stated in the notice of the meeting, in which case such larger proportion shall constitute a quorum. A Member shall be considered in attendance at a meeting if the Member is present in person, by the use of authorized communications equipment, by mail, or by proxy.

e)  Voting: Each voting Member shall be entitled to only one vote, regardless of the number of individuals representing a particular Member who are present at any meeting. At any meeting at which a quorum is present, all acts, questions and business that may come before the meeting shall be determined by a majority of votes cast by the Members present at such meeting, unless the vote of a greater number is otherwise required under law. Whenever any action requires the approval or consent of the Members, it shall be subject to the approval or consent of the classes of Members entitled to vote and, unless required by law, no provision herein shall be deemed to expand the power to vote to non-voting Members.

f)  Proxy: Each Member entitled to vote at a meeting of Members or to express consent or dissent without a meeting may authorize another person or persons to act for it by proxy. Every proxy must be signed by the Member or its attorney-in-fact. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Member executing it, except as otherwise provided by law.

g)  Action by Written Consent: Any action required or permitted to be taken at any meeting of the Members may be taken without a meeting with the affirmative vote of, and in a writing or writings signed by, all of the voting Members. Such consent in writing shall have the same force and effect as a vote of the voting Members at a meeting and may be described as such in any document executed by the Corporation. Any transmission by authorized communications equipment that contains an affirmative vote of a Member is a signed writing for purposes of this paragraph. The date on which that transmission by authorized communications equipment is sent is the date on which the writing is signed.

2.5  Prohibition on Transfer or Assignment: A Member’s interest in the Corporation is not transferrable or assignable by such Member, unless through amendment to the Corporation’s Certificate of Formation or pursuant to a merger, consolidation, or other affiliation transaction.

ARTICLE THREE

Board of Directors

3.1  Powers: Except as may be limited by the Corporation’s Certificate of Formation or these Bylaws, the business of the Corporation shall be managed by the Board of Directors. The Board of Directors may exercise all such powers of the Corporation and have such authority and do all such lawful acts and things as are permitted by law, the Certificate of Incorporation, or these Bylaws. For purposes of clarity, references to “Directors” shall include those persons elected to the Board of Directors by the Members and references to the “Board of Directors” shall include all members of the Board of Directors, including the Directors and those serving by virtue of their status as an Officer of the Corporation.

3.2  Number of Directors: The Board of Directors shall be composed of not less than three (3) nor more than thirty-five (35) persons, as shall be fixed by the voting Members in accordance with applicable law.

3.3  Terms of Directors: The Directors shall be installed at the annual business meeting to serve continuously for two (2) years. The term shall commence at the annual meeting and end at the annual meeting two years later. An additional two (2) year term may be renewed at the discretion of the Board of Directors.

3.4  Election: The Board of Directors following the Merger shall consist of the Directors identified in the corresponding Plan and Agreement of Merger. Thereafter, (i) Directors shall be elected in accordance with either Section 2.4(a), if at the annual meeting of the Members, or Section 3.5, if filling a vacancy on the Board of Directors, as the case may be, and (ii) any then serving Officer shall automatically be a member of the Board of Directors with full powers and status for all purposes, including, but not limited to, voting and quorum.

3.5  Vacancies: Any vacancy on the Board of Directors arising from death, resignation, or removal of a Director may be filled by the affirmative vote of a majority of the voting Members. A Director elected to fill any such vacancy shall hold office for the unexpired term of his or her predecessor and until a successor is elected and qualified. Any vacancy on the Board of Directors arising from an increase in the number of Directors may be filled by the affirmative vote of a majority of the Board of Directors. A Director elected to fill any such vacancy shall hold office until the next annual business meeting of the Members.

3.6  Resignation and Removal: Any Director may resign at any time upon written notice to the President. Any Director may be removed for cause by vote of the voting Members or by action of the Board of Directors. Any Director may be removed without cause by vote of the voting Members. For the purposes of determining whether cause for removal of any director exists, “cause” shall include, but not be limited to, the unexcused absence of such Director at more than two properly called meetings of the Board of Directors during any calendar year.

3.7  Annual Meeting: The Board of Directors shall have an annual meeting. The Board of Directors shall provide, by resolution, the date, time, and place, either within or without the State of New York or solely by means of authorized communications equipment to the extent authorized by law, for holding an annual meeting. Any business may be transacted at the annual meeting without specific notice of such business being given, except such business as may require specific notice by law.

3.8  Regular Meetings: Regular meetings of the Board of Directors may be scheduled by the Board of Directors. The Board of Directors may fix any reasonable date, hour, and place, either within or without the State of New York or solely by means of authorized communications equipment, for holding any regular meeting of the Board of Directors called by such person or persons.

3.9  Special Meetings: Special meetings of the Board of Directors may be called by (i) the President, (ii) one-third (1/3) of the members of the Board of Directors, or (iii) one-third (1/3) of the voting Members. The person or persons authorized to call special meetings of the Board of Directors may fix any reasonable date, hour, and place, either within or without the State of New York or solely by means of authorized communications equipment, for holding any special meeting of the Board of Directors called by such person or persons.

3.10  Notice: Notice of each annual, regular or special meeting of the Board of Directors shall be given in writing either by the President or Secretary, not less than 10 days nor more than 50 days before the meeting. Any member of the Board of Directors may, at any time, waive any notice required to be given under these Bylaws. Attendance at a meeting of the Board of Directors shall constitute a waiver of notice, except where a person states that he or she is attending for the purpose of objecting to the conduct of business on the grounds that the meeting was not lawfully called or convened. Notice of a meeting will be deemed to have been waived by any person who attends such meeting and who does not, before or at the commencement of the meeting, protest the lack of proper notice.

3.11  Quorum: A majority of the members of the Board of Directors shall constitute a quorum unless a larger proportion is required to take the action stated in the notice of the meeting, in which case such larger proportion shall constitute a quorum. A member of the Board of Directors shall be considered in attendance at a meeting if such person is present in person, by the use of authorized communications equipment, by mail, or by proxy.

3.12  Voting: At any meeting at which a quorum is present, all acts, questions and business that may come before the meeting shall be determined by a majority of votes cast by the members of the Board of Directors present at such meeting, unless the vote of a greater number is otherwise required under law.

3.13  Action by Written Consent: Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting with the affirmative vote of, and in a writing or writings signed by, all of the members of the Board of Directors. Such consent in writing shall have the same force and effect as a vote of the Board of Directors at a meeting and may be described as such in any document executed by the Corporation. Any transmission by authorized communications equipment that contains an affirmative vote of a member of the Board of Directors is a signed writing for purposes of this paragraph. The date on which that transmission by authorized communications equipment is sent is the date on which the writing is signed.

ARTICLE FOUR

Officers

4.1  Officers: The principal officers of the Corporation shall be elected by the Board of Directors and shall include a President, an Immediate Past President, a President-Elect, one or more Vice Presidents, one or more Treasurers and one or more Secretaries. Any number of offices may be held by the same person except the offices of President and Secretary. The Board of Directors is authorized in its discretion to establish such other officers, assistant officers and agents as it shall deem necessary from time to time and may dispense with any of said offices and agents at any time.

4.2  Terms: The officers of the Corporation shall be elected for two year terms by the Board of Directors at the annual business meeting. The term shall commence at the annual meeting and end at the annual meeting two years later. An additional two (2) year term may be renewed at the discretion of the Board of Directors.

4.3  Election and Qualifications: The Officers of the Corporation following the Merger shall consist of the Directors identified in the corresponding Plan and Agreement of Merger. Thereafter, the Officers of the Corporation shall be selected by the Board of Directors at the annual meeting of the Board of Directors (except if the President-Elect becomes President in accordance with Section 4.6 below and if the President becomes Immediate Past President in accordance with Section 4.7 below) and are answerable to the Board. 

4.4  Vacancies: If any office shall become vacant by reason of the death, resignation, disqualification, removal of the incumbent thereof, or other cause, the Board of Directors may elect a successor to hold the office for the unexpired term in respect to which such vacancy occurred or was created. In case of the absence of any Officer of the Corporation, the Board of Directors may delegate the powers and duties of such officer to any other Officer or to any Director, except where otherwise provided by law, for the duration of such absence.

4.5  Resignation and Removal: An Officer may resign at any time by giving notice thereof in writing to the Board of Directors. Any Officer may be removed at any time with or without cause by the Board of Directors, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contractual rights.

4.6  President: The President shall preside at all meetings of the members and of the Board of Directors at which he/she is present. The President shall be the chief operating officer of the Corporation and shall have general supervision over the business of the Corporation. The President-Elect shall assume office upon the first vacancy in the office of President after his or her election as President-Elect.

4.7  Immediate Past President: The Immediate Past President shall assume office immediately after the time served as President. The Immediate Past President shall generally assist the President and the President-Elect in such manner as either of them shall direct.

4.8  President-Elect: The shall generally assist the President in such manner as the President shall direct

4.9  Vice President: The Vice President shall generally assist the President in such manner as the President shall direct.

4.10  Treasurer: The Treasurer shall have general supervision over the care and custody of the funds and over the receipts and disbursements of the Corporation. The Treasurer shall have such other powers and perform such other duties as may be assigned by the Board of Directors or President.

4.11  Secretary: The Secretary shall record and keep the proceedings of all Board of Director meetings and perform such other duties as may be assigned by the Board of Directors or President.

ARTICLE FIVE

Committees

5.1  Creation of Committees: The Board of Directors may, by resolution, create any committee or committees as the Board of Directors may from time to time constitute. The Board of Directors may delegate to any such committee any of the authority of the Board of Directors, however conferred, other than that of filling vacancies among the Board of Directors or in any committee of the Board of Directors. The specific duties and authority of any such committee or committees shall be stated in the resolution constituting the same. The President shall appoint, with the advice of the Board of Directors, chairs of such committees as he or she deems appropriate for establishment. The chairs shall serve a term concurrent with the President. The chairs shall conduct the affairs of their committee under the supervision of the President and Board of Directors. Each chair will prepare a report for presentation at each Board meeting. 

5.2  Standing Committees: The following committees shall be standing committees of the Corporation:

a)  Nominating Committee: At least 90 days prior to the annual meeting of Members, the Nominating Committee shall convene to identify Director candidates for election at the annual meeting of the Members and at least 90 days prior to the annual meeting of the Board of Directors, the Nominating Committee shall convene to identify Officer candidates for election at the annual meeting of the Board of Directors. The Nominating Committee shall be established by the current President, with the Immediate Past President serving as Chair. Other members shall be designated by the President. At least 30 days prior to the date of the annual meeting, the membership shall be notified of the names of the Director and Officer candidates for election. 

b)  Executive Committee: The Executive Committee shall be comprised of the following: President, Immediate Past President, Vice-President or President-Elect, Treasurer and Secretary. The President may appoint another member of the Executive Committee as deemed appropriate. The duties of the executive committee shall include making recommendations to the Board of Directors. The Executive Committee may act in place of the Board or on emergency matters where action is temporary and subject to approval by the Board at its next meeting.

ARTICLE SIX

Personal Liability

The Members, Directors, Officers, members of Committees, and staff of the Corporation shall not be personally liable for any debt, liability or obligation of the Corporation. All persons, corporations or other entities extending credit to, contracting with, or having any claim against, the Corporation, may look only to the funds and property of the Corporation for the payment of any such contract or claim, or for the payment of any debt, damages, judgment or decree, or of any money that may otherwise become due or payable to them from the Corporation.

ARTICLE SEVEN

Indemnification

The Corporation shall indemnify any person made, or threatened to be made, a party to an action or proceeding, other than one by or in the right of the Corporation to procure a judgment in its favor, whether civil or criminal, including an action by or in the right of any other corporation of any kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any Member, Director, Officer, member of a Committee, or staff of the Corporation served in any capacity at the request of the Corporation, by reason of the fact that he, his testator or intestate, was a Member, Director, Officer, member of a Committee, or staff of the Corporation, or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such Member, Director, Officer, member of a Committee, or staff of the Corporation acted in good faith for a purpose which he reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the Corporation and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his conduct was unlawful.

The termination of any such civil or criminal action or proceeding by judgment, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not in itself create a presumption that any such Member, Director, Officer, member of a Committee, or staff of the Corporation did not act, in good faith, for a purpose which he reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the corporation or that he had reasonable cause to believe that his conduct was unlawful.

ARTICLE EIGHT

Amendment

These Bylaws may be altered, amended, added to or repealed by the consent of two-thirds of the members of the Board of Directors present at a meeting at which there is a quorum.