CCHA Bylaws

Adopted February 23, 1989

Revised February 28, 2011

Revised February 21, 2023

CHATHAM COUNTY HOSPITAL AUTHORITY BYLAWS

CHATHAM COUNTY HOSPITAL AUTHORITY was created as a public body corporate pursuant to provisions of the Hospital Authorities Law of 1941 and reconstituted under the Hospital Authorities Law of 1964, and established and reconstituted by Chatham County under resolutions of Commissioners of Chatham County, dated October 17, 1952; October 24, 1952 and November 6, 1954.

ARTICLE I

Name

The name of the public body corporate is ACHATHAM COUNTY HOSPITAL

AUTHORITY,@ hereinafter referred to as the AAuthority.@

ARTICLE II

Objectives

The objectives of the Authority shall be:

a) To participate, so far as circumstances may permit, in any activity designed and carried on to promote the general health of the community.

b) The principal duty of the Authority is to carry out the obligations and responsibilities granted to the Authority by the Chatham County Hospital Authority Trust created on November 17, 2017, and any subsequent amendments thereto.

ARTICLE III

Board of Trustees of the Authority

Section 1. The business, properties, and affairs of the Authority shall be controlled and managed as authorized and provided under the Hospital Authorities Law of 1964, by a Board of Trustees of the Authority consisting of nine (9) members. To provide continuity, three (3) members will be appointed to fill sixyear terms every two years, such appointments to become effective on the 24th day of October in any given year which is the date on which the first Authority was appointed by the Chatham County Commission in 1952. Appointments to full memberships or to vacancies are to be made by the Commissioners of Chatham County.

Section 2. The Board of Trustees of the Authority shall establish rules and regulations for the government of the Authority. The Authority may delegate to one or more members of the Authority, or to its officers, agents, or other employees such powers and duties as may be deemed necessary and proper.

Section 3. In addition to all powers and duties granted to the Chatham County Hospital Authority by law, the Board of Trustees of the Authority shall have

all powers granted to the Authority by the Chatham County Hospital Authority Trust created in November 2017, and any subsequent amendments to said Trust.

ARTICLE IV

Fiscal Year

Section 1. The fiscal year of the Authority shall begin on January 1st and end on December 31st of each year.

ARTICLE V

Meetings

Section 1. The Board of Trustees of the Authority shall meet annually, which meeting shall be held during the month of February of each year. In addition, there shall be three (3) quarterly meetings each year, the dates and location of which to be determined by the Authority.

Section 2. Special meetings of the Board of Trustees of the Authority may be called at any time by the Chairman or at the request of three (3) members of the Authority, to be held at such time and place as may be designated in the call. Notice of special meetings of the Authority, setting forth the purpose of the meeting, shall be given to each member at least twenty-four (24) hours before such meeting. Notice may be waived in accordance with law.

Section 3. A quorum at any meeting shall be five (5) members. Provided, however, in no event shall any motion pass at any meeting of the Authority,

irrespective of the number of Authority members present, without the affirmative vote of a least five (5) members.

Section 4. Order of business:

a) Annual Meeting:

1. Call to order.

2. Presentation and approval of minutes of last annual meeting and of any special meeting held since the last annual meeting.

3. Transaction of such business that may properly be brought before the meeting.

4. Election of officers.

5. Adjournment.

b) Quarterly Meeting:

1. Call to order.

2. Presentation and approval of minutes of last quarterly meeting.

3. Transaction of such business that may properly be brought before the meeting.

4. Adjournment.

c) Special Meeting:

1. Call to order.

2. Reading of official call for the meeting.

3. Transaction of such business for which the meeting is called.

4. Adjournment.

Section 5.

a) Except as otherwise provided for by law, all meetings of the Authority at which official actions are to be taken are hereby declared to be public meetings and shall be open to the public at all times. No resolution, rule, regulation, or formal action shall be binding except as taken or made at such meeting.

b) The minutes of any meeting hereby declared to be a public meeting shall be promptly recorded and such minutes shall be open to public inspection.

Section 6. It is expected that all Authority members shall attend each annual meeting of the Authority. Should any member miss two consecutive meetings, either annual or quarterly, without being excused by the Chairman or Vice Chairman, said member will be reported to the Chatham County Commission with the recommendation that the Commission replace that member. Prior to any such recommendation being sent to the Chatham County Commissioners, said member shall have the right to appear before the Authority in order to explain his or her absences. If the Authority by majority vote accepts the explanation, the Authority in its sole discretion may decline to request the resignation of said member.

ARTICLE VI Officers

Section 1. The officers of the Authority shall be a Chairman, ViceChairman, and Secretary, all of whom shall be members of the Board of Trustees of the Authority; and an Assistant Secretary, who need not be a member of the Board of Trustees of the Authority. The officers of the Authority shall be elected by the Board of Trustees of the Authority at its Annual Meeting to serve for the ensuing year and until their successors are elected and qualified, any vacancies during the term to be filled by the Authority to hold office until the next Annual Meeting.

Section 2. The Chairman shall preside at all meetings of the Authority. The Chairman shall perform such other duties as the Authority may from time-totime assign.

Section 3. The Secretary or assistant secretary shall give notice to all meetings of the Authority, keep the records of the Authority, including the minutes of all meetings of the Authority, attest all written contracts and obligations of the Authority, and perform such other duties as may be assigned by the Authority. In the absence or disability of the Secretary, the Assistant Secretary shall perform the duties devolving upon the Secretary.

ARTICLE VII Committees

Section 1. Special Committees may be appointed by the Chairman of the Board of Trustees of the Authority from time to time as necessity or convenience may dictate. Unless otherwise designated by the Chairman, each such committee shall be appointed for a specific purpose, shall confine its activities to the purpose for which it is appointed, and shall be automatically discharged as soon as it has completed its work and reported its findings at a regular or special meeting of the Authority.

Section 2. Unless otherwise designated by the Chairman, each such Special Committee shall render a report on its activities at the earlier of the next annual meeting, quarterly meeting, or special meeting of the Authority.

ARTICLE VIII Seal

The seal of the corporation shall be circular in form with the words, ACHATHAM COUNTY HOSPITAL AUTHORITY, 1952, SEAL@

ARTICLE IX

Amendments

These bylaws may be amended at any meeting of the Authority by a twothirds vote of the entire membership of the Authority. Written notice of such

meeting containing a statement of the proposed amendment to the bylaws shall be sent to each member of the Authority at least three (3) days in advance of the meeting.

ARTICLE X

Indemnification

The Authority shall indemnify as of right any of its Authority members, officers, employees, and agents, where any such person was, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was an Authority member, officer, employee, or agent of the Authority, or is or was serving at the request of the Authority, in accordance with and to the fullest extent now or hereafter permitted by the Laws of the State of Georgia. The foregoing right of indemnification shall be in addition to and not exclusive of, any other rights to which those seeking indemnification otherwise may be entitled. The Authority may purchase and maintain insurance on behalf of any such person or persons whether or not the Authority would have the power to indemnify him against liability under the provisions of these bylaws.

ARTICLE XI

Conflict of Interest

Section 1. Prohibition on the Board of Trustees:

a) The members of the Authority shall be residents of Chatham County, Georgia. The members shall receive no compensation for their services, either as members or as employees of the Authority but may be reimbursed for their actual expenses incurred in the performance of their duties. The Authority shall make rules and regulations for its governance and may delegate to one or more of its members, officers, agents, or employees such powers and duties as may be deemed necessary and proper.

b) The provision of Georgia Code '45-1 0-23 and any other Georgia Code section shall be deemed to have been compiled with and the Authority may purchase from, sell to, borrow from, loan to, contract with, or otherwise deal with any member or any organization or person with which any member of the Authority is in any way interested or involved, provided that:

1. Any interest or involvement by such member is disclosed in advance to the Authority and is recorded in the minutes of the Authority;

2. No member having a substantial interest or involvement may be present at that portion of an Authority meeting during which discussion of any matter is conducted involving any such organization or person; and

3. No member having a substantial interest or involvement may participate in any decision of the Authority relating to any matter involving such organization or person. As used in this Georgia Code Section, a Asubstantial interest@ shall mean any interest which reasonably may be expected to result in a direct financial benefit to such member as determined by the Authority, which determination shall be final and not subject to review.

c) Nothing contained in this Article shall be deemed to prohibit any member who is present at any meeting or who participates in any decision of the Authority from providing legal services in connection with any of the undertakings of the Authority or from being paid for such services.