By Laws of Islands Community Medical Services, Inc

ARTICLE I  

NAME AND PURPOSE 

The name of the Corporation shall be Islands Community Medical Services, Inc. The purpose of  the Corporation shall be to buy, own, operate, and maintain a dispensary and medical service  for the general public, to be located on the Island of Vinalhaven, in the State of Maine, and to  do any and all things incidental, necessary, or desirable in connection therewith, and to operate  the same as a nonprofit organization conducted for the public welfare. 

ARTICLE II  

MEMBERS 

The Corporation shall not have members. The Board of Trustees, when meeting as the Board of  Trustees, may exercise the rights and powers of members. 

ARTICLE III  

TRUSTEES 

Section 1. Powers, Duties and Responsibilities. The business and affairs of the Corporation  shall be conducted and managed by its Board of Trustees, which shall exercise all of the powers  of the Corporation. The Board of Trustees may by general resolution delegate to committees  and officers of the Corporation such powers as it sees fit except authority to amend these  bylaws and except to the extent prohibited by the Maine Nonprofit Corporation Act (Title 13-B  of the Maine Revised Statutes). The Committees and officers must report all actions taken on  behalf of the Board to the full Board at the next scheduled Board meeting. The full Board must  vote on the action(s) and record the vote in the minutes. 

The Board of Trustees shall have the authority to: 

(a) Attend to any matter, which the Board determines is in the best interest of the Corporation, and is within the purposes and objectives of the Corporation;

(b) Take all necessary steps to assure the achievement of the purposes and objectives of  the Corporation; 

(c) Hire, annually evaluate, and dismiss the Executive Director of the Corporation; (d) Develop, adopt, and periodically update the Corporation’s personnel policies and  procedures, including selection and dismissal procedures, salary and benefit scales,  employee grievance procedures, and equal opportunity practices; 

(e) Develop, adopt and periodically update the Corporation’s policies for financial  management practices, including a system to assure accountability for corporate  resources, and long-range financial planning, and approving the annual project  budget, priorities, and eligibility for services, including criteria for partial payment  schedules; 

(f) Evaluate the Corporation’s activities, including service utilization patterns,  productivity, patient satisfaction, and achievement of project objectives, and  developing a process for hearing and resolving patient grievances; 

(g) Assure that the Corporation’s activities are conducted in compliance with applicable  federal, state, and local laws; 

(h) Develop, adopt, and periodically update the Corporations’ health care policies,  including scope and availability of services, location and hours of services, and  quality of care audit procedures; 

(i) Evaluate the Corporation’s achievements at least annually, and use the knowledge  gained to revise its mission, goals, objectives, plans, and budgets as may be  appropriate and necessary. 

(j) Evaluate itself periodically for efficiency, effectiveness, and compliance with all  requirements imposed upon community health centers (“CHCs”) as set forth in  Section 330 of the Public Health Service Act, 42 U.S.C. ‘254b’; 

(k) Officially accept the annual audit report; and 

(l) Approve the annual health center budget and the submission of the annual grant  application 

(m)Establish and maintain collaborative relationships with other health care providers in  the service area. 

(n) Provide board training, development and orientation for new members to ensure  that they have sufficient knowledge and information to make informed decisions  regarding the strategic direction, policies and financial position of the organization. 

Board Trustees will avoid conflicts of interest between the interests of ICMS on the one hand,  and personal, professional, and business interests on the other. This includes avoiding potential  and actual conflicts of interest, as well as perceptions of conflicts of interest. 

Section 2. Composition of Board; Eligibility of Members; Election of Trustees. 

A. There shall be no fewer than nine (9) and no more than twenty (20) members of the  Board of Trustees. The Trustees shall be elected at the Annual Meeting of the

Corporation. Each Board member will serve a term of three (3) years, and may be elected  to a total of three consecutive terms. After a break in service of three years, a person may  be elected to serve again as a Board Member up to an additional three consecutive three  year terms. The Board may waive the three (3) year term limit in cases in which the skills  of the Board Member are deemed essential to the needs of the Board. In addition, one  or more Honorary Trustees may be elected by the Board, who may attend meetings of  the Board of Trustees but shall have no vote on any matter. 

B. No employee of the Corporation may serve as a trustee. Similarly, no spouse, child,  parent, brother, or sister by blood, adoption or marriage, of an employee of the  Corporation may serve as a trustee. 

C. A majority of the Board members shall be individuals who are served by ICMS and  who, as a group, represent the individuals being served in terms of demographic factors,  such as race, ethnicity, sex. No more than one-half of the remaining members of the  Board may be individuals who derive more than 10 percent of their annual income from  the health care industry. The remaining members of the Board shall be representative of  the ICMS service area and shall be selected for their expertise in community affairs, local  government, finance and banking, legal affairs, trade unions, and other commercial and  industrial concerns, or social service agencies within the area. 

Section 3. Resignation; Removal; Vacancies. Any Trustee may resign at any time by giving  written notice to the President or the Board of Trustees and may be removed at any time in  accordance with applicable law. Any vacancy in the Board of Trustees occurring during the year  may be filled for the unexpired term by the Trustees then serving, although less than a quorum,  by an affirmative vote of the majority thereof, and any Trustee so elected shall hold office until  the election and qualification of a successor. Any trustee who fails to attend three (3)  consecutive regular meetings or five (5) meetings per year, without prior excuse acceptable to  the President may be deemed to have resigned his/her trusteeship. He/she shall be notified to  show cause why his/her seat on the Board should not be declared vacant. Not less than one  month after such notification, the Board may act, by majority vote, to make such declaration of  vacancy. 

Section 4. Annual Meeting. The annual meeting of the Corporation shall be held during the  month of August each year for the purpose of electing Trustees and taking such other action as  may come before the Board. After each annual election, the newly elected Trustees shall meet  for the purpose of organization, the election of officers, and the transaction of other business.  Such meetings shall be held at such place within or without the State of Maine as may be  designated by the Board of Trustees. 

Section 5. Regular Meetings. The Board of Trustees shall establish a schedule for regular  monthly meetings of the Board where minutes shall be kept.

Section 6. Special Meetings. Special meetings of the Board of Trustees may be called by the  President or the Secretary, or if either is unable to act, by any Vice-President, and must be  called by the President or Secretary on the written request of any two (2) members of the  Board. 

Section 7. Notice of Meetings. Notice of all Trustees’ meetings, except as herein otherwise  provided, shall be given by mailing the same at least (10) days before the meeting. Notice of  any such meeting need not be given to any Trustee who shall waive notice in writing (including  by fax, telegraph, telecopy, or cable), whether such waiver is delivered to the Corporation  before or after the meeting. At any meeting at which every Trustee shall be present, even  though without notice, any business may be transacted. 

Section 8. Quorum; Voting. At all meetings of the Board of Trustees, a simple majority of  Trustees shall be necessary and sufficient to constitute 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. Trustees may attend the board meeting via telephone.  If at any meeting there is less than a quorum present, a majority of those present may adjourn  the meeting from time to time without further notice to any absent Trustee. 

Section 9. Informal Action by Trustees. Any action required or permitted to be taken at any  meeting of the Board of Trustees or of any committee thereof may be taken without a meeting,  if a written consent to such action is delivered to all of the trustees or members of the  committee notifying them of the proposed action and is signed by a majority of all members of  the Board or of such committee, as the case may be, and such written consent is filed with the  minutes of the proceedings of the Board or committee. 

Section 10. Telephone Meetings. Members of the Board of Trustees or a committee of the  Board may participate in a meeting by means of a conference telephone or similar  communications equipment if all persons participating in the meeting can hear each other at  the same time. Participation in a meeting by these means constitutes presence in person at the  meeting. 

ARTICLE IV  

OFFICERS 

Section 1. Executive Officers. The Executive Officers of the Corporation shall be elected by the  Board of Trustees and shall consist of a President, who shall be selected from among the Board  of Trustees, a Secretary, a Treasurer, and such other officers with such powers and duties not  inconsistent with these By-laws. Any two offices may be held by the same person, provided that  the President shall not also be a Vice-President if a Vice-President is appointed.

Section 2. Resignation; Removal; Vacancies. Any officer may resign at any time by giving  written notice to the President or the Board of Trustees and may be removed from office by a  majority vote of the entire Board of Trustees at any time. In case any office of the Corporation  becomes vacant by death, resignation, retirement, disqualification, or any other cause, the  Board of Trustees by majority action may select an officer to fill such vacancy. 

Section 3. President. The President shall preside at all meetings of the Board of Trustees except  that the Trustees may appoint a substitute in the President’s absence or at the request of the  President, the Vice-President shall preside as Chairman. The President shall have and exercise  general charge and supervision of the affairs of the Corporation and shall do and perform such  other duties as are customary to the office and as may be assigned to that office by the Board  of Trustees. 

Section 4. Secretary. The Secretary shall keep the minutes of all meetings of the Board of  Trustees in books provided for that purpose. The Secretary shall attend to the giving and  serving of all notices of the Corporation; the Secretary shall have charge of the minute books  and such other books and records as the Board of Trustees may direct, may attest to the  accuracy of such books and records and shall perform such other duties as are customary to  that office and as may from time to time be directed by the President or the Board of Trustees. 

Section 5. Treasurer. The Treasurer shall have the custody of all funds, property and securities  of the Corporation, subject to such regulations as may be imposed by the Board of Trustees. When necessary or proper, the Treasurer shall endorse on behalf of the Corporation for  collection, checks, notes and other obligations, and shall deposit the same to the credit of the  Corporation at such bank or banks or depository as the Board of Trustees may designate. The  Treasurer shall, in general, perform all duties incident to the office of Treasurer, including a  general supervision and control of the accounts of the Corporation, subject to the control of the  Board of Trustees. 

Section 6. Other Officers. The Board of Trustees may elect or appoint one or more Vice Presidents and such other officers and assistant officers as they may deem necessary, who shall  have such authority and perform such duties as from time to time may be prescribed by the  President or by the Board of Trustees. 

ARTICLE V 

TRUSTEES’ AND OFFICERS’ COMPENSATION 

Section 1. Conflict of Interest. Each Board member has a fiduciary duty to the Corporation and  must give it his/her loyalty. The Board of Trustees shall establish, adopt, and periodically update  a written policy that establishes procedures for disclosing and addressing conflicts of interest or  the appearance of conflicts of interest by Board members, officers, employees, consultants, and/or agents who provide services or furnish goods to the Corporation, and for maintaining  confidentiality. 

If the Board or committee has reasonable cause to believe that a Trustee has failed to disclose  an actual or possible Conflict of Interest, it shall inform the Trustee of the basis for such belief and  afford the Trustee an opportunity to explain the alleged failure to disclose. If, after hearing the  response of the Trustee and making such further investigation as may be warranted in the  circumstances, the Board or committee determines that the Trustee has in fact failed to disclose  an actual or possible Conflict of Interest, it shall take appropriate remedial action, including, but  not limited to excluding such Trustee from voting upon matters related to a potential Conflict of  Interest, or taking steps to remove the Trustee from the Board in accordance with provisions of  the Organization Bylaws. 

Section 2. Trustees’ and Officers’ Reimbursement. Trustees and officers may receive  compensation as follows. First, the trustees and officers shall not receive any stated salary for  their services as such, but by resolution of the Board, reimbursement of reasonable per diem  and expenses incurred by reason of participation in Board activities may be allowed. Second,  the Board of Trustees shall have power in its discretion to contract for and to pay to trustees  rendering unusual or exceptional services to the Corporation special compensation appropriate  to the value of such services, provided that all applicable procurement standards have been  followed and that all policies and procedures regarding Board member conflicts of interest have  been applied. 

ARTICLE VI  

EXECUTIVE DIRECTOR 

A full-time Executive Director, who shall be appointed by the Board and whose term of office,  salary, benefits and other conditions of employment shall be set by the Board, shall administer  the day-to-day affairs of the Corporation. The Executive Director shall be authorized to enter  into contracts on behalf of the Corporation, to negotiate with and oversee activities of the  center, to hire and fire staff and generally to act as the chief administrative officer of the  Corporation. The Executive Director shall be an agent of the Board of Trustees and shall be  accountable to the Board. The Executive Director shall serve as ex-officio, non-voting member  of the Board of Trustees. 

ARTICLE VII 

AGENTS, REPRESENTATIVES AND CONTRACTS 

Section 1. Agents. In addition to the Executive Director, the Board of Trustees may appoint  such agents and representatives of the Corporation with such powers and to perform such acts  or duties on behalf of the Corporation as the Board of Trustees may see fit, so far as may be consistent with these Bylaws, and to the extent authorized or permitted by law. 

Section 2. Contracts. The Board of Trustees, except as in these Bylaws is otherwise provided,  may authorize any officer or agent to enter into any contract or execute and deliver any  instrument in the name and on behalf of the Corporation, and such authority may be general or  confined to a specific instance. Unless so authorized by these Bylaws or the Board of Trustees,  no officer, agent or employee shall have any power or authority to bind the Corporation by any  contract or engagement, or to pledge its credit, or render it liable pecuniarily for any purpose or  in any amount. 

ARTICLE VIII  

COMMITTEES 

Section 1. Committees. The Board of Trustees may appoint from their number, or from among  such other persons as the Board may see fit, such committees as the Board may deem  necessary. Each Committee shall in each case have such powers and duties as shall from time to  time be prescribed by the Board. The President shall be a voting member ex officio of each  committee appointed by the Board of Trustees. 

Section 2. Executive Committee. The Executive Committee shall consist of the President, Vice President(s), Treasurer and Secretary. The Governance Committee may recommend to the  Board of Trustees for election of up to two additional members from the Board. The Executive  Committee shall serve at the pleasure of the Board. The Board to the extent permitted by  applicable law, may delegate to such Executive Committee all the authority of the Board of  Trustees, except that the Executive Committee shall have no authority to elect officers, to make  changes to the bylaws, or to enter into any transaction or activity which it knows to be contrary  to the wishes of the Board of Trustees. The Executive Committee must report all actions taken  independently and on behalf of the Board to the full Board at the next scheduled meeting. The  full Board must vote on the action(s) and record the vote(s) in the minutes. Nothing in this  section shall preclude the Executive Committee from taking actions on behalf of the Board in  emergencies, on which the full Board will subsequently vote. 

Section 3. Finance and Investment Committee. The Board of Trustees shall appoint from its  number a Finance Committee to meet once a month or as needed. Membership of the Finance  Committee may include members who are not member of the Board of Trustees. It shall be the  responsibility of the committee to oversee the financial affairs of the corporation and report to  the Board monthly financial status; recommend to the Board an annual budget; financial audit;  and generally, advise the Board on all financial matters. 

Section 4. Quality Assurance Committee. The Board of Trustees shall appoint a Quality  Assurance Committee to meet at least quarterly. Membership of the Quality Assurance  Committee may include members who are not member of the Board of Trustees. It shall be the responsibility of the Quality Assurance Committee to oversee an internal quality assessment  program for both program and patient care, to recommend new services; evaluate services,  review equipment and facilities. The Committee shall annually review progress and recommend  updates to the Corporation’s long-range plan, propose detailed annual objectives and work plan needed to develop the annual budget. 

Section 5. Personnel Committee. The Board of Trustees shall appoint from its number a  Personnel Committee. Membership of the Personnel Committee may include members who are  not member of the Board of Trustees. It shall be the responsibility of the Personnel Committee to recommend personnel policies and procedures, including selection and dismissal procedures,  job descriptions, salary and benefit scales, employee grievance procedures, performance review procedures, equal opportunity practices, other government regulated employment  practices. The Committee shall make recommendations to the Board regarding additions or  changes in staffing, evaluation of staff and contracts with providers and the Executive Director. 

Section 6. Governance Committee. The Board of Trustees shall appoint from its number a  Governance Committee. The responsibilities of the Governance Committee shall include board  development, recruitment, and orientation. It shall nominate at the Annual Meeting new  members, a slate of officers, and up to two at large Executive Committee members. It may  nominate new membersto the Board and Executive Committee throughout the year depending  on the needs determined by the Board. The responsibilities will also include periodic surveys of  Board members regarding their interests and skills to guide the Committee’s work and  periodically survey of Board members regarding the efficacy of the Board operation and  leadership. It shall promote that the general health of the Board to include best practices. 

Section 7. Rules; Record of Proceedings. Each Committee may prescribe rules, procedures for  calling and conducting its meetings. Notice shall be given in accordance with Article III, section 7. Each Committee shall keep regular minutes of its proceedings and shall report the same to  the Board of Trustees and the President when required. 

ARTICLE IX 

FINANCIAL ADVISORY COMMITTEE 

A Financial Advisory Committee may be established by the Board of Trustees composed of  persons who have expertise in finance and the President and Treasurer of the Board. The  purpose of the Committee would be management of the endowment and fund raising. The  purpose of the Financial Advisory Committee shall be advisory only and non-binding to the  Board of Trustees. 

ARTICLE X

CORPORATE ASSETS AND EARNINGS 

Section 1. Investments. The Corporation shall have the right to retain all or any part of any  securities or property acquired by it in whatever manner, and to invest and reinvest any funds  held by it, according to the judgment of the Board of Trustees, without being restricted to the  class of investments which a Trustee is or may hereafter be permitted by law to make or any  similar restriction; provided, however, that no action shall be taken by or on behalf of the  Corporation if such action would result in the denial or loss of the tax exemption under Section 501c(3) or any other section of the Internal Revenue Code of 1986 and applicable Regulations  relating thereto as they now exist or as they may hereafter be amended (the “Code”). 

Section 2. Inurement Prohibition; Interest in Contracts. No Trustee, officer, committee  member or employee of, or any person connected with the Corporation, or any other private  individual, shall receive at any time any of the net earnings or pecuniary profit from the  operations of the Corporation, provided that this shall not prevent the payment to any such  person of such reasonable compensation and reimbursement of expenses as shall be fixed by  the Board of Trustees for services rendered to or for the Corporation in effecting any of its  purposes; and no such person or persons shall be entitled to share in the distribution of any of  the corporate assets upon the dissolution of the Corporation. Any Trustee, officer, employee,  committee member or agent of the Corporation may be interested directly or indirectly in any  contract relating to the operation of the corporation, and may freely make contracts, enter  transactions or otherwise act on behalf of the Corporation notwithstanding that such person  may also be acting for himself or herself or for a third party in so doing; provided, however, that  any such contract or transaction shall be at arm’s length and be in compliance with the  requirements of this section 2 of this Article. 

Section 3. Dissolution. Upon the dissolution or winding up of the affairs of the Corporation,  whether voluntary or involuntary, the assets of the Corporation, after all debts have been  satisfied, then remaining in the hands of the Board of Trustees shall be distributed, transferred,  conveyed, delivered, and paid over, in such amounts as the Board of Trustees may determine or  as may be determined by a court of competent jurisdiction upon application of the Board of  Trustees, exclusively to charitable, scientific, literary or educational organizations which would  then qualify under the provision of Section 501c(3) of the Code. 

Section 4. Exempt Activities. Notwithstanding any other provision of these By-laws, no  member, Trustee, officer, employee, or representative of this Corporation shall take any action  or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried  on by an organization exempt under Section 501© (3) of the code, or by an organization  contribution to which are deductible under Section 170© (2) of the Code. 

ARTICLE XI 

MISCELLANEOUS 

Section 1. Corporate Seal. The Board of Trustees may provide a suitable seal, containing the  name of the Corporation, which seal shall be in charge of the Secretary. 

Section 2. Fiscal Year. The fiscal year of the Corporation shall be as determined by the Board of  Trustees and evidenced by resolution filed with the corporate records. 

Section 3. Records and Reports. The Corporation shall keep correct and complete books and  records of account and of its transactions and minutes of the proceedings of its Board of  Trustees and of any committee. The Board of Trustees shall select a Certified Public Accountant  to conduct an annual audit. The President or the Secretary of the Corporation shall prepare or  cause to be prepared annually a full and correct statement of the affairs of the Corporation,  including a balance sheet and a financial statement of operations for the preceding fiscal year,  which shall be submitted at the annual meeting of the Board of Trustees and be filed within  twenty days thereafter at the principal office of the Corporation. 

Section 4. Parliamentary Authority. The Parliamentary Authority of the Board of Trustees shall  be “Robert’s Rules of Order, Revised” in all cases in which these rules are applicable and in  which they are not inconsistent with these Bylaws. 

ARTICLE XII  

INDEMNIFICATION 

The Corporation shall, to the full extent of it power to do so provided by law, including without  limitation section 714 of Title 13-B of the Maine Revised Statutes Annotated, indemnify any and  all existing and former officers, Trustees, employees, committee members, and agents of the  Corporation against expenses, including attorneys’ fees, judgments, fines and amounts paid in  settlement actually and reasonably incurred by them in connection with any action, suit or  proceeding in which they, or any of them, are made parties, or a party, by reason of their being  or having been officers, Trustees, employees, committee members, or agents of the  Corporation; except in relation to matters as to which any such person shall be finally  adjudicated in any such action, suit or proceeding not to have acted in good faith in the  reasonable belief that his or her action was in the best interest of the Corporation, or with  respect to any criminal action or proceeding, where such person is finally adjudged to have had  reasonable cause to believe hat his or her conduct was unlawful. Such indemnification shall be  made in accordance with the procedures set forth in Maine Revised Statutes Annotated, Title  13-B, Section 714, subsection 3, as the same may be amended from time to time; such  indemnification shall not be deemed exclusive of any other rights to which those indemnified  may be entitled under any other by-law, agreement or otherwise.