HomeMy WebLinkAbout1991
BYLAWS
OF
FLOW HEALTH CARE FOUNDATIONo INC.
FORMERLY FLOW REGIONAL MEDICAL CENT R INC
ARTICLE I.
The corporation
Section 1.1. period oP Du ation. The period of duration of
the Corporation shall be perpetual.
Section 1.2, Liability. The liability for debts of the
corporation shall be limited to property of the Corporation,
Section 1.3, powers. Without limiting the generality of any
other provisions of these Bylaws, the corporation, acting by and
through its Board of Trustees is authorized to do all acts
permitted by the Texas Non-Profit Corporation Act as the same shall
be amended from time to time; provided, however, this Corporation
shall not, except to an insubstantial degree, engage in any
activities or exercise any powers that are not in furtherance of
the purpose of this corporation.
ARTICLE II.
O i es
Section 2.1, permanent Add ess. The initial registered
office of the Corporation shall be at the place designated in the
Articles of Incorporation. Thereafter, the permanent address shall
be at such other place as the Board of Trustees may from time to
time designate by resolution.
Section 2,2, Other Offices. The Corporation may have other
offices at such plaoas, within or without the State of Texas, as
the Board of Trustees may from time to time determine or the
business of the Corporation may require.
ARTICLE III.
Advisors
Section 3.1. Board of Advi ohs. A Board of Advisors shall
serve the Corporation as advisors concerning the health care needs
of the residents of the City of Denton and Denton County, and
generally concerning the affairs of the corporation. The Board of
Advisors shall also have the power and authority to fill vacancies
occurring in the Board of Advisors and the Board of Trustees
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whether the vacancy is due to the expiration of the Trustee's or
Advisor's term of office, the resignation of the Trustee or
Advisor, or some other reason.
Section 3.2. Nusr of Advisors. The Board of Advisors shall
consist of twenty-eight (28) Advisors. The initial Advisors shall
be appointed jointly by Denton County, Texas and the City of
Denton, Texas. The terms of Advisors shall be staggered so that
seven (7) of the Advisors shall be elected at each annual meeting
of the Board of Advisors. Except for the Advisors initially
appointed by Denton county, Texas and the City of Denton, Texas,
who shall hold office for one, two, three or four years, as
designated in order to stagger the terms of those Advisors, each
Advisor elected shall hold office for a term of four (4) years and
until his successor is elected and qualified or until his earlier
resignation or removal. A member of the Board of Advisors may not
serve concurrently as a member of the Board of Trustees. Advisors
may not serve successive terms.
Section 3.3. Vacanov. Any vacancy occurring in the Board of
Advisors shall be filled by affirmative vote of a majority of the
remaining Advisors.
Section 3.4. Meetings. An annual meeting and other regular
meetings of the Board of Advisors may be hold without notice at
such time and place as shall from time to time be determined by
resolution of the Board of Advisors. Special meetings of the Board
of Advisors on seven (7) days notice to each Advisors given
personally, or by mail or by telegram; special meetings shall be
called by the Chairman or the Secretary of the Board of Advisors,
in like manner and on like notice on the written request of seven
(7) Advisors. The purpose of any special meeting shall be
specified in the notice or any waiver of notice.
Section 3.5. Quorum. At all meetings of the Board of
Advisors the presence of nine (4) of the Advisors then in office
shall be a quorum for the transaction of business, and the act of
a majority of the Advisors present at any meeting at which there is
a quorum shall be the act of the Board of Advisors, except as may
be otherwise specifically provided by the Articles of Incorporation
or by these Bylaws, Yf a quorum shall not be present at any
meeting of the Advisors, the Advisors present may ad!ourn the
meeting from time to time without notice other than announcement at +
the meeting, until a quorum shall be present.
Section 3.6. Unanimous Consent in Lieu of Meeting. Any
action required or permitted to be taken at a meeting of the Board
of Advisors or any committee designated by the Board of Advisors
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 of
BYLAWS, Page 2
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the Board of Advisors or committee, as the case may be, and such
unanimous consent shall have the same forrx and effect as a
unanimous vote at a meeting.
Section 3,7. Telephone Meetings. Members of the Board of
Advisors or members of any committee designated by the Board of
Advisors may participate in and hold a mef,ting by means of
conference telephone or similar communications equipment by which
all persons participating in the meeting can hear each other.
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Section 3.8. Committees. The Board of Advisors may, by
resolution passed by a majority of those voting, designate a
committee or committees, each committee to consist of two or more
Advisors. Such committee shall have such power and authority
(within the limits permitted by these Bylaws) and shall perform
such functions as may be provided in such resolution, Each such
committee shall have such name as may be designated by the Board of
Advisors and shall keep regular minutes of its'proosedings and
report the same to the Board of Advisors when required.
Section 3.9. Compensation of Advisors. Advisors shall be
entitled to reimbursement for any reasonable expenses incurred in
attending the meetings of the Board of Advisors and committees
thereof. The reimbursement of Advisors may be on such basis as is
determined by resolution of the Board of Trustees. Any advisor
receiving compensation or reimbursement of expenses under these
' previsions shall not be barred from serving the corporation in any
other capacity and receiving reasonable compensation for such other
services.
ARTICLE IV.
Trustees
Section 9,1. Board o T us ees. The,3oard of Trustees shall
manage the business and affairs of the Corporation pursuant to
Section 2.14 of the Texas Non-Profit corporation Act. The Board of
Trustees may exercise all such powers of the Corporation and do all
such lawful acts and things as are not prohibited by statute or by
the Articles of incorporation or by those Bylaws. Continuing and
exclusive authority to fix, supervise, and control the business and
other affairs of the Corporation shall be wholly vested in the
Board of Trustees.
Section 4.2. lirst_Board of Trustees . The first Board of
Trustees shall consist of three (3) persons and shall be those
persons named in the Articles of Incorporation. The first Board
shall hold officu only for the purpose of incorporating the
corporation as required by Texas law and shall hold office only
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until such time as Denton County, Texas and the City of Denton,
Texas appoint Trustees pursuant to Section 4.3 below.
Section 4.3, Number o m,-,g~. g.
consist of nine (9) Trustees. The to mss oBoard Of Tru
f Trustees tshall abe
staggered so that three (3) of the Trustees shall be elected at
each annual meeting of the Board of Advisors, Except for the
Trustees initially appointed by Denton County, Texas and the City
of Denton, Texas who shall gold office for two, four or six years,
as designated in order to stagger the terms of those Trustees, each
elected
and for
qualified or until 6his earl
resignation or removal, A member of the Board of Trustees emay not
serve concurrently as a member of the Board of Advisors. ier
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Section 4.4. y„4ganav, Any vaoano
reason of an increase in the number of Trust els d occurringainythe
Board of Trustees shall be filled by affirmative vote of a majority
of the Board of Advisors.
Section 4.5, Mee king, Meetings of the Board of Trustees may
be held without notice at such time and place as shall from time to
time be determined by resolution of the Board of Trustees,
meetings of the Board of Trustees may be called by the Presidention
24-hours' notice to each Trustee, given personally or by mail or by
telegram= special meetings shall be called by the Secretary in like manner and on like notice on the written request
of three (3) Trustees, The purpose of any special meeting shall be
specified in the notice or any waiver of notice.
Section 4.6. Ouo U - At all meetings of the Board of
Trustees the presence of a majority of the Trustees then in office
shall be a quorum for the transaction of business,, and the act of
a majority of the Trustees present at any meeting at which there is
a quorum shall be the act of the Board of Trustees, cs
be otherwise specifically provided by statute or by theexArticla
eptes omayf
Incorporation or by these Bylaws. If a quorum shall not be present
at any meeting of Trustees, the Trustees
meeting from time to time without notice other th than ann uncenenttat
the meeting, until a quorum shall be present.
Seotion 4.7. MnAjli= U I. Any
action required or perm d~to be taken at $ meeting of the Board
of Trustees or any committee designated by the Board of Trustees
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 of
the Board of Trustees or committee, as the case may be, and such
unanimous consent shall have the same force and effect as a
unanimous vote at a meeting,
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Section 4.8. 2.12phone Meetings. Members of the Board of
Trustees or members of any committee designated by the Board of
Trustees may participate in and hold a yneeting by means of
conference telephone or similar communications equipment by which
all persons participating in the meeting can hoar each other.
Section 4.9. ~mmaitteea. The Board of Trustees may, by
resolution passed by majority of those voting, designate a
committee or committees, each committee to consent of two (2) or
more Trustees. Such committee shall have such power and authority
and shall perform such functions as may be provided in such
resolution. Each such committee shall have such name as may be
designated by the Board of Trustees and shall keep regular minutes
of its proceedings and report the same to the Board of Trustees
when required.
Section 4.10. Compensation of Trustees. Membersof the Board
of Trustees may be paid reasonable compensation for their services
as Trustear provided, however, that no such compensation shall be
paid if the amount thereof would jeopardize the status of the
corporation as a tax-exempt organization under federal or state
law. Trustees shall be entitled to reimbursement for any
reasonable expenses incurred in attending the meetings of the Board
of Trustees and committees thereof. The reimbursement of Truoteas
may be on such basis as is determined by resolution of the Board of
Trustees. Any Trustee receiving compensation or reimbursement of
expenses under these provisions shall not be barred from serving
the Corporation in any other capacity and receiving reasonable
compensation for such other services.
ARTICLE V.
Notice
Section 5.1. dorm of Notice. Whenever under the provisions
of the statutes or of the Articles of Incorporation or of these
Bylaws, notice is required to be given to any Advisor or Trustee
and no provision is made as to how such notice shall be given, it
shall not be construed to mean personal notice, but any such notice
may be given in writing, by mail, postage prepaid, addressed to
such Advisor or Trustee at such address as it appears on the books
of the Corporation. Any notice required or permitted to be given
by mail shall be deemed to be given when it is deposited in the
United States mail, postage prepaid.
section 5.2. }3aiver. Whenever any notice is required to be
given to any Advisor or Trustee, under the provisions of the
statutes or of the Articles of Incorporation or of these Bylaws, a
waiver thereof in writing signed by the person or persons entitled
BYLAWS, Page 5
to such notice, whether before or after the time stated in such
notice, shall be deemed equivalent to the giving of such notice.
ARTICLE VI.
Officers
Section 6.1. 7,11. General. The officers of the Corporation
shall be a Chairman, a Vice Chairman, a Secretary, a Treasurer and
an Administrator, The Board of Trustees may also choose additional
vice chairmen, and one or more Assistant Secretaries and Assistant
Treasurers. Any two or more offices may be held by the same
person, except that the offices of Chairman and Secretary shall not
be held by the same person.
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Section 6.2.
i Elogtion The Board of Trustees shall elect the
officers of the corporation at each annual meeting, none of whom
need to be a member of the Board of Trustees.
Section 6,3. other Officers and Agents. The Board of
Trustees may appoint such other officers and agents as it shall
deem necessary, who shall be appointed for such terms and shall
exercise such powers and perform such duties as shall be determined
from time to time by the Board of Trustees,
Section 6.4, Salaries, The salaries of all officers of the
Corporation shall be fixed by the Board of Trusteed provided,
however, that no salary shall be paid when to do so would
jeopardize the status of the corporation as a tax-exempt
organization under federal or state law,
Section 6.5. Term of Office and Removal, Each officerofthe
Corporation shall hold office until the earliest of his death,
resignation, or removal from office, or the election and
qualification of his successor. Any officer or agent elected or
appo;~nted by the Board of Trustees may be removed at any time for
or without cause by the affirmative vote of a majority of the whole
Board of Trustees, but such removal shall by without prejudice to
the contract rights, if any, of the person so removed, If any
office becomee vacant for any reason, the vacancy may be filled by
the Board of Trustees.
Section 6.6, Chairman. The Chairman of the Board shall
preside at all meetings of the Board of Trustees and shall exercise
and perform such other powers and duties as may from time to time
be assigned to him by the Board of Trustees or these Bylaws.
Section 6.7. Vice Chairmen. The Vice Chairmen, in the order
of their seniority, unless otherwise determined by the Board of
Trustees, shall, in the absence or disability of the Chairman,
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perform the duties and exorcise the powers of the Chairman. Each
Vice Chairman shall have such powers and perform such duties as the
Board of Trustees may from time to time prescribe, or as the
Chairman may from time to time delegate to him.
Section 6,8. 929retarv. The Secretary shall attend all
meetings of the Board of Trustees and record all votes and the
minutes of all proceedings in a book to be kept for that purpose.
He shall give, or causa to be given, notice of all special meetings
of the Board of Trustees and shall perform such other duties as may
be prescribed by the Board of Trustees or the President, under
whose supervision he shall be. He shall keep in safe custody the
seal of the Corporation, if any, and, when authorized by the Board
of Trustees, affix the same to any instrument requiring it,
Se
~ ction 6.9. Assistant Secretaries, Each Assistant secretary
shall have such powers and perform such duties as the Board of
Trustees may from time to time delegate to him, and each Assistant
Secretary shall, in the absence of the Secretary, or may otherwise
if the Board of Trustees so directs, perform the duties of the
Secretary.
section 6.10. Treasurer. The Treasurer shall have the
custody of the corporation's funds and securities and shall keep
full and accurate accounts of receipts and disbursements of the
Corporation and shall deposit all monies and other valuable effects
in the name and to the credit of the Corporation in such
depositories as may be designated by the Board of Trustees.
Section 6.11. . The Treasurer shall
disburse the funds of the Corporation as may be ordered by the
Board of Trustees, taking proper vouchers for such disbursements,
and shall render to the President and the Trustees, at the regular
meetinge of the Board of Trustees or whenever they may require it,
an account of all of his transactions as Treasurer and of the
financial condition of the Corporation, and shall perform such
other duties as the Board of Trustees may prescribe.
Section 6.12. Assistant Treasurers. Each Assistant Treasurer
shall have such powers and perform such duties as the Board of
Crustees may from time to time prescribe.
Section 6, 13, Administrator, The Administrator shall be the
chief executive officer of the Corporation and shall have the
general powers and duties of supervision and management usually
vested in the office of the president of a corporation, and,
subject to the powers of the Board of Trustees, he shall have
7Aneral supervision, direction, and control of the business of the
corporation, Except as the Board of Trustees shall authorize the
execution thereof in some other manner, he shall execute bonds,
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mortgages, and other contracts on behalf of the Corporation, and
shall cause the seal, if any, to be affixed to any instrument
.?squiring it and when so affixed, the seal shall be attested by the
t;ignature of the secretary or an Assistant Secretary.
section 6.14. Bonding. Each officer required byy tha Board of
Trustees to do so shall give the corporation a bond in such form,
in such sum, and with such surety or sureties, as shall be
satisfactory to the Board of Trustees, for the faithful performance
of the duties of his office and for the restoration to the
Corporation, in case of his death, resignation, retirement, or
removal from office, all books, papers, vouchers, money, and other
property of whatever kind in his possession or under his control
belonging to the Corporation.
ARTICLE VII,
Conflicts of Interest
Section 7.1. Poliov. The Corporation shall not enter into
any contracts or engage in any transactions (including those
! relating to the purchasing of services, personal property or real
property or which involve any sales commission, broker's commission
or finder's fee) with any member of the Board of Trustees, any
relative of any suoh member or any business entity of which any
such member or combination of members own or owns 10% or more of
the equity interest. The Corporation shall not enter into any such
contracts or engage in any such transactions with any business
entity in which a majority of the members of the Board of Trustees
own any equity interest or with any business entity of which any
member of the Board of Trustees owns any equity interest unless
members of the Board of Trustees who comprise a majority of such
Board and which own no equity interest of such entity approve such
contract or transaction,
Section 7.2. Definitions. For purposes of'this Article 71
(i) the term "business entity" shall mtian a sole
proprietorship, partnership, firth, corporation, holding company,
joint-stock company, receivership, trust, or any other entity
recognized in lawl
(ii) a person related in the first degree by either
affinity or consanguinity to a member of the Board of Trustees
shall be deemed to be a relative of such member) and
(iii) the term "equity interest" shall meant (A) with
respect to a corporation, the capital stock thereof, (B) with
rebhect to a trust, a beneficial interest therein, and (C) with
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respect to a partnership or any other entity, an interest in the
capital or profits thereof.
ARTICLE VIII.
General .?rovisions
Section 8.1. Pascal Year. The fiscal year of the Corporation
shall be fixed by resolution of the Hoard of Trustees,
Section 8.2. ,5W. The Corporation may have a seal and said
seal may be used by causing it, or a facsimile thereof, to be
impressed or affixed or reproduced or otherwise.
Section 8.3. Checks. All checks or demands for money and
notes of the Corporation shall be 'signed by such officer or
officers or such other person or persons as the Board of Trustees
may from time to time designate.
Section 8.4. Indemnification. To the extent permitted by
law, the Corporation shall indemnify each of its Advisors,
Trustees, and officers and former Advisors, Trustees, and officers
against the liabilities and expenses actually and necessarily
incurred in connection with any claim asserted against him, by
action in court or otherwise, by reason of his being or having been
an Advisor, Trustee, or officer of the corporation, except in
relation to matters in which he shall have been guilty of
negligence or misconduct in respect of the matter in which
indemnity is sought. The Corporation may also reimburse to .any
Trustee, or officer the reasonable costs of settlement of any such
claim if a majority of a quorum of the Trustees not involved in the
matter in controversy, determines that such Advisor, Trustee, or
officer was not guilty of negligence or misconduct in respect of
the matter being settled. If a quorum cannot be obtained, then the
Corporation may reimburse such cost if by a majority vote of a
committee of the Board of Trustees designated to act in the matter
by a majority vote of all Trustees, consisting solely of two (2) or
more Trustees who at the time of the vote are not involved in the
matter in controversy, determines that such Advisor, Trustee or
officer was not guilty of negligence or misconduct Such
indemnification shall not: be deemed to bei exclusive of any other
rights to which those indemnified may be entitled under any law,
agreement, or otherwise.
ARTICLE IX.
Bylaws
Section 9.1. Amendments, Thaw Bylaws may be altered,
amended, or repealed and new bylaws may be adopted at any annual or
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i special meeting of the Board of Trustees by a two-third's (2/3)
majority of those voting. However, said action may be taken at a
special meeting only if the notice of the meeting specifically
designates the provisions of these Bylaws proposed for amendment or
repeal and sets forth any new provisions proposed to be adopted.
I, the undersigned, being the Secretary of Flow Health Care
Foundation, Inc., do hereby certify that the foregoing are the
Bylaws of the said Corporation as accepted and approved by the
Board of Trustees on the l%c day of 1991.
sear ary
r
BYLAWS, Page 10
RESTATED AND AMENDED ARTICLES OF INCORPORATION
OF
FY,OW HEALTH CARE FOUNDATION, INC.,
FORMERLY FLOW REGIONAL MFn7l!AT, CENT .R. Tu~-
ARTICLE ONE
The name of the corporation is Flow Health Care Foundati-dri
Inc. (the "Corporation").
ARTICLE TWO
r The corporation is a non-profit corporation.
ARTICLE THREE
The Corporation may be dissolved by the action of its Board of
Trustees, Until so dissolved, the corporation's duration will be
perpetual.
ARTICLE FOUR
The purposes for which the Corporation is organized are:
(1) To operate exclusively for charitable, scientific, literary, or
educational purposes within the meaning of section 501(c) (3) of the
Internal Revenue Code of 1986, as amended (the "Code), (or any
successor sections of a subsequent income tax statute or code) by
engaging directly in support of such purposes or by making
distributions to other organizations for use, by the distributses,
in support of such purposes; and (2) in furthdrance of such
purposes, to solicit, collect and otherwise raise money for such
purposes; (3) to expend, contribute, disburse, and otherwise handle
and dispose of the same for such purposes, either directly or by
contributions to agencies, organizations or institutions organized
for the purposes of providing for the health care needs of the
people of the City of Denton and Denton County, Taxasl by
cooperating with and assisting such organizational (4) by making
available up to $26,000.00 annually in scholarships to qualified
Denton County individuals who desire to study in health care
related fields; and by receiving by gift, will,, or otherwise money
or other property, and by distributing it as may be deemed best for
the promotion of health care services in the City of Denton and
Denton County, Texas, and to do any and all other things necessary
or proper in connection with or incidental to any of the foregoing.
Provided, however, that;
(a) In no event shall the corpus of the funds established be
invaded;
(b) In addition to the corpus, the Trustee shall provide a
reserve for inflation which in no event shall exceed five
percent (54) of the annual income for the current year,
RESTATED AND AMENDED ARTICLES OF INCORPORATION, Page 1 ,
less current expenses. Provided further, that for
accounting purposes, the funds presently held by the
corporation and assets owned by the corporation shall be
segregated Pram future gifts, bequests, devises, or other
money or property received by the corporation, and such
current assets or funds shall be subject to a lien of the
City cf Denton as described in the Plan of Liquidation of
Flow Regional Medical Cei.ter, Inc., including all
amendments thereto, which plan was confirmed by order of
the Court dated February 16, 1990, in the action entitled
"In Re: Flow Regional Medical Canter, Inc., a Texas non-
profit corporation, a/k/a Flow Memorial Hospital, Debtor;
case Number 8842099, Chapter 11" pending in the United
States Bankruptcy Court for the Eastern District of
Texas. As aforesaid, no other gifts, bequests, devises
in the form of money or other property shall be subject
to the lien of the City of Denton, nor shall the income
from all funds be subject to such lien, save and except
for the reserve for inflation as hereinabove provided.
ARTICLE FIVE
The corporation has no members.
ARTICLE SIX
The street address of the registered office of the corporation
X01 North Elm Street, Denton, Texas 76201, and the name of its
registered agent at such address is Mike Griffin.
ARTICLE SEVEN
The number of directo,•:s constituting the initial Board of
Directors of thy; Corporation is three and the names and addresses
of the persons who are to serve as the initial directors are:
M. Do.:glas Adkins 1500 Diamond Shamrock Tower
Dallas, Texas 75201
C, Aobert Butterfield 1500 Diamond Shamrock Tower
Dallas, Texas 75201
Sl, phan LT. Gilles 1500 Diamond Shamrock Tower
Dallas, Texas 75201
ARTICLE EIGHT
The board of Directors named in Article Seven shall be
repiaoed by a Board of Trustees after incorporation of the
corporation and upon selection of the members of the Board of
RESTATED AND A14ENDED ARTICLES OF INCORPORATION, Page 2
Trustees as provided in the Fly-Laws of the Corporation. The Board
of Trustees shall consist of nine members and will be entitled to
manage the affairs of the corporation pursuant to Section 2.19 of
the Texas Non-Profit Corporation Act. The members of the Board of
Trustees shall each serve six-year terms which will be staggered so
that the terms of three members of the Board of Trustees will
expire every two years (initial appointments will be for two, four
and six year terms; three in each group).
ARTICLE NINE
The Corporation shall have a Board of Advisors. The Board of
Advisors shall consist of twenty-eight members who will advise the
b
and the affairs of the oard of Trustees concerning the health care needs of the redgion
Advisors will be eligible to corporation. nsimultaneously on the Board of
Trustees. Members of the Board of Advisotti will serve four-year,
staggered terms with the terms of seven membe::s expiring every year
(initial appointments will be for one, two. three and four year
terms; seven in each group). Members of the Board of Advisors will
not be permitted to serve successive terms.
ARTICLE TEN
To the fullest extent permitted by applicable law, no member
o
the f the Board of Trustees and no member of the Board of Advisors of
corporation
an act or shall ombe liable to ission in such h member's c phcity an either
a member of the Board of Trustees or as a member of the Board of
Advisors of the Corporation except that this Article Ten shall not
eliminate or limit the liability of a member of either the Board of
Trustees or the Board of Advisors of the Corporation from:
(i) a breach of such member's duty of loyalty to the
corporation;
(ii) an act or omission not in ood ~
involves intentional misconduct orita kor tat
nowing
violation of the law;
a transaction from which such member received an
resulted from benefit, an action taken within the scope of
such member's office?
(iv) an act or omission for which the liability of such
member is expressly provided for by statute; or
(v) an act related to an unlawful stock repurchase or
payment of a dividend,
RESTATED AND AMENDED ARTICLES OF INCORPORATION, Page 3
The foregoing provisions of this Article Ten shall not
eliminate or limit the liability of a member for any act or
omission occurring prior to August 31, 1987. Any repeal or .
amendment of this Article by the Board of Trustees of
Corporation shall be prospective only, and shall not adversely
affect any limitation on the personal liability of a member of the
Board of Trustees or of the Board of Advisors of the Corporation
existing at the time of such repeal or amendment. In addition to
the circumstances in which a member of the Board of Trustees or of
the Board of Advisors of the Corporation is not personally as set
forth in the foregoing provisions of this Article Ten, a member
shall not be liable to the Corporation to such further extent as
permitted by any law hereafter onaoted, including without
limitation any subsequent amendment to the Texas Miscellaneous
Corporation Laws Act or the Texas Non-Profit Corporation Act.
ARTICLE ELEVEN
No part of the net earnings of the Corporation shall inure to
the benefit of, or be distributable to, its members, directors,
officers, or other private persons, No substantial part of the
activities of the Corporation shall be the carrying on of
propaganda, or otherwise attempting to influence legislation, and
the Corporation shall not participate in, or intervene in
(including the publishing or distribution of statements), any
political campaign on behalf of any candidate for public office.
Notwithstanding any other provision of those articles, the
corporation shall not carry on any other activities not permitted
to be carried on (a) by a corporation exempt from federal income
tax under section 801(c)(3) of the Code (or the corresponding
provision of any future United States Internal Revenue Law) or
(b) by a corporation, contributions to which are-deductible under
Section 170(o)(2) of the Code (or the corresponding provision of
any future United States Internal Revenue Law).
ARTICLE TWELVE
Upon dissolution of the Corporation, the Board of Trustees
shall, after paying or making provision for payment of all the
liabilities, debts and obligations of the Corporation, distribute
its assets to the state or local government or to an organization
exempt from taxes under Internal Revenue Code section 801(c) (3) to
be used for the charitable purpose of providing for the health care
needs of the people of the City of Denton and of Denton County,
RESTATED AND AMENDED ARTICLES OF INCORPORATION, page 4
ARTICLE THIRTEEN
The name and address of each incorporator are:
M. Douglas Adkins 1500 Diamond Shamrock Tower r.~
Dallas, Texas 7520].'
C. Robert Butterfield 1500 Diamond Shamrock Tower
Dallas, Texas 75201
Stephen 7. Gilles 1500 Diamond Shamrock Tower
j Dallas, Texas 75201
IN WITNESS WHEREOF, we haves-hereunto sat our hands this
day of Flow Regio Medical Center, Inc.
By: tvlh4" trr$/*
ennett Kirk, President
By:
Alfr urlay, Ph.D., Se retary
THE STATE OF TEXAS 5
COUNTY OF DENTON 5
5
I/ ay opa Notary Publio, do he certity
that on s
appeared before me Sennett mirk -44160=ea Hurlay, Ph.D. 0 knownlto
me to be the parsons whose names! are subsor3bed to the foregoing
document, who being by me first duly sworn, each declared the
statements thmrein contained are true.
Nota~ ~ubl httits of Texas
+S " SlAdfl URlOR
Not
My Commission Expiress-_, -~,t/
RESTATED AND AMENDED ARTICLES OF INCORPORATION, Page 5
FLOW HEALTH CARE FOUNDATION, INC.
INVESTMENT COMMITTEE POLICY GUIDELINES
The Investment Committee of the Flow Health Care Foundation,
Inc. shall be comprised of three members of the Board of
Directors chosen by the full board to serve on an annual basis.
STATEMENT OF INVESTMENT OBJECTIVES
It is the intent of the Committee to obtain the highest
possible return consistent with safe, prudent, and conservative
investment strategies. However, concern with safety shall be
paramount at all times. This shall be taken to include not only
the safety of dollar-sum principal, but of the buying power of
fund assets as well. For this reason, a continuing, reasoned
balania between debts and equities, based on long-range economic
prospects, shall be maintained at all times.
OUTSIDE CONSULTANTS
The Committee may hire registered investment advisors and
other professionals as required to assist in the performance of
its duties. Each such act of hiring will be subject to a
majority vote of the Committee.
Should the Committee choose not to engage an investment
advisor, the fund will be prohibited from investing in individual
issues of common stocks and must invest instead in Equity mutual
funds where active management is provided by the Fund's manager.
SECURITY ANALYSIS
It is anticipated that generally accepted standards of
fundamental security analysis will be utilized in the selection
of securities for the portfolio. The basic indications of value
for common stooks, preferred stocks, and debt instruments should
be considered. These include, but are not limited to, earnings
1
2
Per share (current, recent, average), dividends, P/E ratios,
yield, growth rate, rating by rating services such as Standard
and Poors, firm reputation, market price :record, book value,
call features, conversion privileges, asset coverage, interest
coverage, etc, Particular attention shall be paid to rates of
earnings and dividend growth over the ten
preceding
Value Line's estimates of dividend and earningsgrowthaovernthe
next four to five years.
Incorporated in the analysis will be reference to current
state laws governing inclusion of securities in the portfolio,
BANK DEPOSITS
It is the intention of the Committee to conduct business
with local banks and savings and loans, where prudent.
All depository entities will have primary equity capital and
reserves which meet minimum regulatory guidelines, and where
feasible, members of the Committee will deal directly with the
officers of such institutions.
PORTFOLIO COMPOSITION
Equities shall not be less than percent) nor exceed
- ( percent) of the cost basis of the Fund,
Recognizing that few traders consistently beat the market or
obtain total returns equal to those offered by long-term buying
and holding of quality stocks, it shall be contrary to the
policy of this Fund to play the market in any fashion, We shall,
in other words, scrupulously disregard rumors concerning
takeovers, buyouts, government contract awards, etc, instead,
our equity investment shall be confined to the purchase and long-
term holding of high-grade, dividend paying stocks with strong
growth records, bought at reasonably prospective rates of return
as specified elsewhere in this aeotion. In principle, we will
refrain from buying any stock we would not wish to carry through
I
3
a substantial recession. Such a policy will not only reduce
trading costs but will gear investment choices as well to
favorable long-term trends that override cyclical and shorter
period fluctuations that no one can cor•.Iatently out-guess, it
also will act to maximize the Fund's ret~,rr, from dividend growth,
which is far more predictable that the performance of stock
prices.
The Fund will not engage in any options trading, or in the
writing of puts, calls, or any other privileges,
All equities shall be rated A or better by Standard and
Poor's or Moody's investment services.
A Value Line safety rank of 2 (two) shall be required for
all securities purchased or held unless the Committee, by
majority vote, shall rule otherwise in any specific case.
Except with the recorded approval of the majority of the
Committee, no common stock shall be acquired unless the Value
Line Timeliness rank is 3 (three) or better.
since historically half of the return from common equities
has been derived from dividend receipts, the Fund shall not
acquire or hold non-dividend paying stock.
Except when specifically approved by the Committee, no stock
shall be acquired or held unless the current dividend yield plus
the past 5 (five) years rate of growth for dividends and earning
shall exceed 12% (twelve),
Equities included in the portfolio will meet all current
state laws governing inclusion of securities in the portfolio.
No more than 5t (five) of the cast basis of the Fund shall
be invested in securities of a single issuer, with the exception
of U.S. Government Treasury securities,
Fixed income securities shall have a rating of no less than
A9 or AA by standard and Poor's or Moody's investment service,
INVESTMENT MANAGER
The investment manager shall bring to each meeting of the
committee a list of stocks and/or bonds that he recommends for
4
Purchase or sale, The manager shall follow current holdings of
the Fund and report thereon to the Committee each month.
A majority of the committee must normally approve any
purchase prior to the actual transaction.
Sales of any issues may be transacted in emergencies without
prior approval of the Committee. It is not expected that a large
number of emergencies will occur,
BROKERS
To minimize trading costs, thus preserving the maximum
proportion of the Fund's money to earn a return, it shall be the
fund's policy to use discount brokers for all trades. Any
departure from this policy shall require the approval and
recorded vote of a majority of the Committee,
BONDS
In general, U,S, Treasury bands, or bonds issued by agencies
of the U. S, Government,, exempt by definition from default risk,
shall be preferred to corporate obligation.
MUTUAL FUNDS
in meeting its investment objectives, the committee may
purchase mutual funds so long as the funds chosen are no-load and
have a stated philosophy which closely conforms to that outlined
in this policy guideline,
AMENDMENT OF GUIDELINES
Recognizing that trends, together with risks and
opportunities in the economy may change--e.g., runaway inflation
or threat of a deep depression--these guidelines may be changed
by a majority vote of the Committee and approval of the Board.
However, such changes shall be made only after deliberation,
discussion, and consultation with the governing body of the
committee.
Following the adoption of these guidelines by vote of the
t
f
t~
M
't
5
Committee, all securities not meeting the foregoing requirements
shall be sold within 3 (three) months unless specifically
excepted from this requirement by a majority vote of the
Committee.
f
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4
1]
i 1, I,1
d:
1.
SHOLARSHIP_.PBOOR_AM
i
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FLCW HEALTH CARE FOUNDATION_INC•_
OUCT I VE:.
PROVIDE SCHOLARSHIPS AND GRANTS TO BROADEN HEALTH CARE PROGRAMS AND THE HEALTH CARE DELIVERY
SYSTEM IN DENTON COUNTY,
GOALS AND-PROGRAM INTER STS.:_
1, ALLOCATE $25400 ANNUALLY IN SCHOLARSHIP SUPPORT FOR DENTON COUNTY RESIDENTS SEEKING
DEGREES, OR FURTHER DEVELOPING CAREERS, IN THE HEALTH CARE FIELD,
2, INVEST IN PROGRAMS DESIGNED TO IMPROVE ACCESS TO HEALTH CARE FOR DENTON COUNTY WITH
GRANTS WHICH PROVIDE SEED MONEY FOR NEW PROGRAMS OR BRIDGE THE GAP FOR SPECIAL NEEDS
RATHER THAN FUND ONGOING PROGRAMS,
16 JUL 91 EAP (1)
SCHOLARSHIP PROGRAM
ref FNDAR OF V NTS
1, SCHOOLS PRESENT APPLICANTS TO SELECTION COMMITTEE 15 MAY 1992
01 JULY 1992
2, APPLICANT INTERVIEWS COMPLETED
3, FIRST AWARDS (PAYMENT TO PARTICIPANT INSTITUTIONS) 01 AUGUST 1992
~pR 1 N , 1993 '
1, SCHOOLS PRESENT APPLICANTS TO SELECTION COMMITTEE 15 SEPTEMBER 1992
01 NOVEMBER 1992.
2, APPLICANT INTERVIEWS COMPLETED
01 DECEMBER 1992
3, AWARDS (PAYMENT TO PARTICIPANT INSTITUTIONS)
16 JLL 91 EAP (2)
n: lLLi tini1 Yi µ•FEi ti\I
FLOW HEALTH CARE FOUNDATION, INC...
.
SCHOLARSHIP PROGRAM,
THE FLOW HEALTH CARE FOUNDATION, INC, PLEDGES TO SET ASIDE $25,000 OF ITS INCOME EACH YEAR
TO ENDOW A SCHOLARSHIP FUND TO BE ADMINISTERED ACCORDING TO THE FOLLOWING PROVISIONS;
1, THE FUND WILL BE USED TO PROVIDE SCHOLARSHIPS FOR DENTON COUNTY RESIDENTS PURSUING OR
FURTHER DEVELOPING A CAREER IN HEALTH CARE FIELD),
2, ANNUALLY, THE FOUNDATION BOARD WILL DETERMINE THE FIELDS OF STUDY AND THE INSTITUTIONS
ELIGIBLE FOR SCHOLARSHIP CONSIDERATION,
3, A MINIMUM OF ONE THIRD OF NEW SCHOLARSHIP FUNDS IS TO BE DIVIDED EQUALLY, EACH YEAR,
BETWEEN THE UNIVERSITY OF NORTH TEXAS AND TEXAS WOMAN'S UNIVERSITY, FURTHER, IT IS THE
INTENT OF THE BOARD THAT BOTH UNIVERSITIES RECEIVE EQUAL SCHOLARSHIP SUPPORT, WHEN
VIEWED OVER A REASONABLE PERIOD OF TIME,
4, THE MINIMUM ANNUAL SCHOLARSHIP AWARD GRANTED A STUDENT WILL BE $500,00, THE MAXIMUM
AWARD WILL BE AT THE DISCRETION OF THE SELECTION COMMITTEE,
54 SCHOLARSHIP FUNDS MAY BE APPLIED TO TUITION, BOOKS, AND IN SELECTED CASES, LIVING
EXPENSES OF THE STUDENT,'
16 JUL 91 EAP (3)
P
y
`a
r.
FLOW HEALTH CARE FOUNDATION, INC..
SCHOI ARCH I P PROGRAM .ONS_.T I NUED_)
6, TO QUALIFY FOR CONTINUED ASSISTANCE, RECIPIENTS' ACADEMIC PERFORMANCE WILL BE MONITORED
BY THE SELECTION COMMITTEE TO INSURE GRADE POINT AVERAGES ARE MAINTAINED AT OR ABOVE THE
2,5 MINIMUM,
III
16 JUL 91 EAP (4)
f
of
FLOW HEALTH CARE FOUNDATION, INC
SELECTION COMMITTEE:
THE SELECTION COMMITTEE WILL BE COMPRISED OF ONE REPRESENTATIVE FROM EACH OF THE FOLLOWING;
1, ONE REPRESENTATIVE FROM LOCAL HOSPITAL (ROTATING BASIS)
0 DENTON REGIONAL MEDICAL CENTER
0 HCA LEWISVILLE MEMORIAL HOSPITAL
I 0 HCA DENTON COMMUNITY HOSPITAL
0 ????777??????????????????7??7?
2, TEXAS WOMAN'S UNIVERSITY
3, UNIVERSITY OF NOR'T'H TEXAS
4, NURSE
5, PHYSICIAN
6, ONE MEMBER OF THE FOUNDATION BOARD (APPOINTED BY PRESIDENT OF BOARD), PRESIDENT MAY
SERVE OR APPOINT A REPRESENTATIVE,
7, PRESIDENT, ADVISORY BOARD (PRESIDENT MAY SERVE, OR APPOINT A REPRESENTATIVE)
THE SOLE RESPONSIBILITY OF THIS COMMITTEE IS TO EVALUATE AND PROPOSE TO THE BOARD THE
CANDIDATES OF THEIR CHOOSING, CRITERIA WILL BE FURNISHED TO THE COMMITTEE BUT THE DECISION
FOR RECOMMENDATIONS IS ENTIRELY IN THEIR JURISDICTION, FOLLOWING PERSONAL INTERVIEWS AND
FINAL SCREENING BY THE SELECTION COMMITTEE, RECOMMENDATIONS WILL BE FORWARDED FOR BOARD
APPROVAL,
16 JUL 91 EAP (5)
I
r
FLOW HEALT}I. CARE FOUNDAT.10% INC._
CRITERIA FOR SELECTION:
1, APPLICANTS MUST CURRENTLY RESIDE IN DENTON COUNTY WITH LONG-RANGE OBJECTIVE TO PURSUE
HEALTH CARE CAREER WITHIN DENTON COUNTY,
2, APPLICANTS MUST BE ENROLLED AND ACCEPTED FOR STUDY IN ONE OF THE FIELDS DEEMED ELIGIBLE
FOR THIS PROGRAM AND FURNISH PROOF THEREOF,
3, THE INTENT OF THESE SCHOLARSHIPS ARE:
A, TO PROVIDE AN OPPORTUNITY FOR QUALIFIED PERSONS TO RECEIVE FURTHER EDUCATION AND
PURSUE FURTHER DEVELOPMENT OF THEIR SKILLS IN THE HEALTH CARE FIELD,
B, TO PROVIDE INCOMING STUDENTS A MEANS TO DEVELOP A CAREER IN HEALTH CARE AND RELATED
FIELDS,
4, ALL RECIPIENTS MUST MAINTAIN AN OVERALL MINIMUM GRADE POINT AVERAGE OF 2,5,
E
16 JUL 91 EAP (6)
ii
FLOW HEALTH CARE.FOUNDATION,_INC,,
APPL ICAT.I ON PRO CE SS ;
r
1, THE FLOW HEALTH CARE FOUNDATION,. INC, SCHOLARSHIP, PROGRAM WILL BE ANNOUNCED TO THE
PUBLIC UPON ACCEPTANCE OF THE SCHOLARSHIP,
2, THE FLOW HEALTH CARE FOUNDATION, INC, SCHOLARSHIP PROGRAM WILL BE LISTED IN THE
APPROPRIATE PUBLICATIONS OF EACH PARTICIPANT INSTITUTION,
3, STUDENTS MAY OBTAIN THE FLOW HEALTH CARE FOUNDATION SCHOLARSHIP APPLICATION FORM THROUGH
THE FINANCIAL AID OFFICES OF PARTICIPANT INSTITUTIONS, LOCAL HOSPITALS, AND ANY OTHER
MEANS IDENTIFIED, COMPLETED FORMS ARE TO BE MAILED TO THE SCHOOL OF THEIR CHOICE NO
LATER THAN THE DATE INDICATED ON THE APPLICATION, THE FINANCIAL AID `OFFICE, OF
PARTICIPATING, SCHOOLS WILL PRE-SCREEN APPLICATIONS FOR SUITABILITY OF HERMAN FLOW
SCHOLARSHIP CRITERIA AND FORWARD TO THE SELECTION COMMITTEE FOR FINAL DECISION,
4, THE BOARD OF "THE FOUNDATION" WILL BE NOTIFIED BY THE SELECTION COMMITTEE OF THE
SCHOLARSHIP CANDIDATES, AS SELECTED,
16 JUL 91 EAP (7)
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P:
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FIOW HEALTH CARE FOUNDATION, 1NC.
APPLICATION PROCESS CONTIN •D);
5, SCHOLARSHIP AWARD NOTICES WILL BE SENT TO THE AWARDEE BY THE BOARD OF "THE FOUNDATION"
PRECEDED BY PAYMENT TO THE PARTICIPANT INSTITUTIONS TO COVER THE FULL AMOUNT OF THE
AWARDS FOR EACH RECIPIENT ENROLLED AT THAT INSTITUTION, THE INSTITUTION WILL NOTIFY THE
AWARDEE WHEN THE SCHOLARSHIP FUNDS ARE AVAILABLE FOR DISTRIBUTION (BUT NO LATER THAN
THIRTY DAYS FOLLOWING RECEIPT OF FUNDS FROM "THE FOUNDATION"),
6, THE SCHOLARSHIP PROGRAM AND THE ANNUAL SCHOLARSHIP RECIPIENTS MAY BE ANNOUNCED
INDEPENDENTLY OR COLLECTIVELY BY THE FLOW HEALTH CARE FOUNDATION, INC, AND THE
PARTICIPANT INSTITUTIONS,
16 JUL 91 EAP (8)
I A,
r
S3AN r s
/ x
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t
F~v~ HE~.TH CARE F(lllNfjAT IONS INC.-
raAN7 rt~MMI?TEE:.
THE GRANT SELECTION COMMITTEE WILL BE COMPRISED OF:
A, TWO BOARD REPRESENTATIVES
B, ONE ADVISORY BOARD REPRESENTATIVE
IH I CH ANT'
I S RESPONS I BLE FOR RECOMMEND I NO TO THE FOUNDAT WORMT0~
26 THE GRANT COMMITTEE L I AOTRONSS
SHOULD BE FUNDED, THIS WILL BE ACCOMPLISHED THROUGH EVALUATION O
INTERVIEWS, AND ON-SITE VISITS,
t
16 JUL 91 EAP t1>
s!
7
FLOW HEALTH CARE FOUNDATION, INC,
-GRANTT AEPL I CATION PROCEDURES:
.
0 FLOW HEALTH CARE FOUNDATION, INC, MAKES DOMESTIC CONTRIBUTIONS ONLY TO ORGANIZATIONS
EXEMPT FROM FEDERAL INCOME TAX UNDER SECTION 501(c)(3) OF THE INTERNAL REVENUE CODE, AND
THAT ARE NOT PRIVATE FOUNDATIONS AS DEFINED #N SECTION 590(2) OF THE CODE (AND/OR PUBLIC
AGENCIES),
0 REQUESTS FOR FUNDING MUST BE SUBMITTED IN WRITING AND INCLUDE,
1, AN OVERVIEW OF THE GOALS OF YOUR GROUP, PAST AND PRESENT,
2, A BRIEF HISTORY OF THE ORGANIZATION'S PURPOSE AND WORK, WITH CHRONOLOGICAL HISTORY,
3, A SPECIFIC DESCRIPTION OF THE PROGRAM OR PROJECT PROPOSED FOR FUNDING,
4, A SPECIFIC PROJECT BUDGET) DESCRIPTION OF PLANS TO EVALUATE THE PROJECT,
5, A COPY OF ALL DOCUMENTS FROM THE IRS PERTAINING TO TAX-EXEMPT STATUS UNDER SECTION
170 OF THE IRS CODE,
16 JUL 91 EAP (2)
u
i
FLOW HEALTH CARE FOUNDATION, INCA
GRANT APPLICATION PROCEDURES-(CONTINUED):
6, A LISTING OF THE TRUSTEES OR DIRECTORS,
7, THE ORGANIZATIONS CURRENT YEAR-TO-DATE FINANCIAL STATEMENTS AND SOURCES OF OTHER
FUNDING,
8, THE MOST RECENT CERTIFIED AUDIT,
9, IDENTIFY SIGNIFIC"NT EVENTS SUCH AS CHANGES OF LOCATION, BUILDING PROGRAMS, CHANGES IN
AFFILIATION WITH A Nb TIONAL ORGANIZATION,
10, PROVIDE A HISTORY OF THE AGENCY'S PROGRAMS; HOW WERE NEEDS DETERMINED? WHAT PROGRAMS
WERE STARTED? WHICH ONES IAERE TERMINATED? WHICH FUNDING SOURCES SUPPORTED THESE
PROGRAMS?
NOTE; LONG STANDING ORGANIZATIONS MAY WISH TO PROVIDE HIGHLIGHTS BY DECADE FOR THE
EARLY YEARS,
11, HOW WAS THE APPROPRIATENESS OF THIS GRANT FOR THE AGENCY DETERMINED?
16 JUL 91 EAP (3)
it
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FLOW HEALTH CARE F.QL ION, 1NC.
rpnnir eapi i rAT I ON PROCI"DUR(~S (C~1..~
12, SHOW ESTIMATED NUMBER OF PEOPLE SERVED WITH PROJECTED GROWTH OF NEW CLIENTS AND WHAT
CRITERIA DETERMINED THE NEED; SHOW CURRENT AND PROJECTED NEEDS,
131 IS THERE DUPLICATION OF THIS SERVICE, AND IF S0, SHOW WHY GRANT SHOULD BE GIVEN,
14, WHO IS (OR wlkS) INVOLVED IN DETERMINING THE CRITERIA FOR THIS GRANT?
i 15, HOW DOES THE TYPE OF GRANT RELATE TO SERVICES PROVIDED NOW?
0 APPLICATION FOR THE FLOW HEALTH CARE FOUNDATION, INC, GRANT SHOULD BE SUBMITTED ON OR
BEFORE AUGUST ONE OF THE YEAR PRECEDING, IF SELECTED AS PARTICIPATING ORGANIZATION,
FUNDING WILL BEGIN JANUARY ONE, THE FOLLOWING YEAR,
16 JUL 91 EAP (4)
FLOW HEALTH CARE FOU MATION~ , INC.
DESCRIPTION OF APPLICANT O~GANIZAT.ION
1, DATE OF THIS APPLICATION;
2, NAME OF ORGANIZATION; !
ADDRESS ;
NUMBER AND STREET CITY STATE ZIP CODE
TELEPHONE NUMBER;
EXECUTIVE'S NAME;.
3, RESPONSIBLE PERSON(S) TO BE CONTACTED WITH REFERENCE TO THIS
APPLICATION;
NAME :
ADDRESS;~„w.,_,w. _ - -
TELEPHONE NUMBER;...
4, DATE OF ORGANIZATION OF AGENCY ;
5, WHAT GEOGRAPHIC AREA DOES THE APPLICANT AGENCY CURRENTLY SERVE
OR INTEND TOSERVE?
6, IS THE APPLICANT AGENCY AFFILIATED WITH ANY RELIGIOUS
DENOMINATION OR GROUP? -._.YE S -,NO
IF YES, DESCRIBE RELATIONSHIP
7. STATE, NATIONAL, OR REGIONAL AFFILIATION;
A, PERSON TO WHOM REPORTING AT NATIONAL, STATE, OR
REGIONAL OFFICE;
1, NAME ; - - -
ADDRESS ;
NUMBER AND STREET CITY STAVE Z1P
16 JUL 91 EAP (5)
1
ELOW HEALTH CARE FOUNDATION, _ INC..
DESCRIPTION OF. APPLICANT. ORGANIZATION CONTINUED!
7, STATE, NATIONAL, OR REGIONAL AFFILIATION (CONTINUED):
I
Ir B, WHAT GENERAL SERVICES ARE PROVIDED BY THIS
ORGANIZATION? WHICH SPECIFIC SERVICES HAS YOUR AGENCY
USED IN RECENT YEARS? 8, STATE AGENCY DAYS AND HOURS OF OPERATION, BY PROGRAM IF
VAR i ABLE _w_..y - .
i
ATTACHMENTS:
1, ARTICLES OF INCORPORATION
2, CONSTITUTION AND BY-LAWS
3, TAX EXEMPT LETTER, FORM 990
4, LAST FOUR BOARD MEETING MINUTES
16 JUL 91 EAP (6)
1
a
FLOW HEALTH R FO NDATION, INC.
APPLICANT BOARD ORGANIZATION,
THESE CUESTIONS REQUIRE SHORT ANSWERS THAT CAN BE ANSWERED ON THIS
FORM,
1, BOARD MEMBERSHIP - NUMBER OF MEMBERS;
A. REGULAR
B, ASSOCIATE
C. OTHER
(1) ATTACH LIST OF BOARD
2. HOW LONG DO BOARD MEMBERS USUALLY SERVE?._.._..
3, ARE ANY MEMBERS OF THE BOARD OF DIRECTOPS ALSO'PAID EMPLOYEES
OF THE APPLICANT AGENCY? ..._..YES ,_..,,.,.._._NO
IF YES, PLEASE EXPLA I N:._....
w.Y.M•.. 4 , IS THERE AN ADVISORY BOARD? __,YES -,.NO
,,,,.,_,.NO
5, NUMBER OF BOARD MEETINGS HELD LAST FISCAL YEARt--...,_w
r
16 JUL 91 EAP (7)
FLOW- H U CAR FOUNDAT IONS __1NL
aElF.SUPPORT CRITERIA OF AGENCY;.
i
0 WHAT METHODS HAS YOUR AGENCY USED TO RAISE SELF-SUPPORT IN THE PAST?
0 IF FUNDED BY THE FLOW FOUNDATION AS A START-UP PROJECT, HOW WILL PROGRAM BECOME SELF-
SUSTAINING? (ATTACH THREE-YEAR TIME LINE)
0 LIST ANY FOUNDATION, LOCAL, STATE, OR FEDERAL GRANTS YOU HAVE APPLIED FOR OVER THE PAST
THREE YEARS, STATE WHETHER EACH WAS APPROVED OR DENIED, THE AMOUNT APPROVED AND THE
TIME TABLE FOR THE GRANT,
16 JUL 91 EAP (8)
,i
FLOW REGIONAL MEDICAL CENTER
Balance Sheet
June 30, 1991
Assets
ASSETS
CURRENT ASSETS
\ CASH IN BANK - OPERATING 82,056.23
CASH IN BANK - PAYROLL 0.00
INVESTMENTS - T BILL 248,740.42
INVESTMENTS - CERT OF DEPOSIT 0100
ACCOUNTS RECEIVABLE 993,024.50
ALLOWANCE FOR DOUBTFUL ACCTS (440,641.66)
ACCT3 RECEIVABLE -NON PATIENT 112,739.64
STOCK CERTIFICATE - BETHLEHEM 20280000
SURPLUS CERTIFICATE - THI9 530001.00
RECEIVABLE - CITY OF DENTON 0.00
NOTE RECEIVABLE - CURRENT 23,171.21
Total CURRENT ASSETS 1,046,371.34
OTHER ASSETS
NOTE RECEIVABLE - LONG 'GERM 937,iSS.73
FURNITURE & EQUIPMENT 2,723.00
ACCUMULATED DEPRECIATION (589.94)
Total OTHER ASSETS 939,321.79
Total Assets 1,955,693.13
-
rrmnrrmmrrar~nr
Liabilities
LIABILITIES
CURRENT LIABILITIES
CURRENT BONDS PAYABLE 0.00
CURRENT ACCOUNTS PAYABLE 0.00
FEDERAL WITHHOLDING 393.00
EARNED INCOME CREDIT 0.00
FICA 161.78
STATE TAX PAYABLE 0.00
BOND INTEREST PAYABLE 249972.94
MEDICAID PAYABLE 0400
Total CURRENT LIABILITIE9 251527.69
LONG TERM LIABILITIES
BONDS PAYABLE 100,000.00
DEFERRED INCOME - CITY 0.00
Total LONG TERM LIABILITIES 100,000.00
Total Liabilities 125,527.69
FUND BALANCE
FUND BALANCE 1,560,255.52
GAIN LOSS CURRENT YEAR 2991879.92
Total FUND BALANCE 1,580,168.44
Total Liabilities acrd Capital 109851693.13
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