BYLAWS or UMC oFco LLC ARTICLE 1 NAME 1.01, Nam ‘The name of the company shall be HUMC OPCO LLC (the “Company"). The Company shall also be known as Hoboken University Medical Center ARTICLE PRINCIPAL OFFICES Erineipal Office, ‘The principal office of the Company shall be located in the City of Hoboken, County of Hudson, State of New Jersey. ARTICLE U1 PURPOSES AND OBJECTIVES 3.01. Purposes and Objectives, ‘The Company is organized and will be operated pursuant to the Company's Limited Liability Certificate of Formation fled with the New Jersey Department of Treasury and the Operating Agreement of the Company by and among its members (the Certificate of Formation and Operaling Agreement of the Company sball be collectively refered to asthe "Organizing Documents") inckuding,for the following purposes: (@)_ To establish, own, operate and maintsin hospitals, medical centers and other ies of all kinds for the care and treatment of sick, ailing, injured or otherwise unwell persons. (©) To promote, advance, and engage in instruction, education and research and other activites of all kinds including but not limited to physicians. nusing. physician assistants, technicians, professional graduate education, and paramedical instruction and education, relating tothe care and treatment of sick, ailing, injured or otherwise unwell persons, the prevention of disease and inuries, and to establish, own, operate and maintain any nd all such facilities as may be necessary or appropriate for such activities in oxler to improve the quality, breadth and diversity of health care delivered to citizens of the City of Hoboken and its entire servies area, (© To cary out such other acts and to undertake such other activities as may be necessary, appropriate or desirable in furtherance of or in connection with any of the foregoing purposes with all powers and privileges granted by the State of New Jersey,ARTICLE IV BOARD OF DIRECTORS 401. Powers. [Except as otherwise provided in the Organizing Documents or these Bylaws the business of the Company shall be managed by its Board of Directors Director ("Board of Directors” or Board"). The Board is the goveming body of the Company with duties and responsibilities that include providing resources to ensure the delivery and maintaining of quality patient care, patient safety, the charge, control and management of the property, business, affairs and — financial management of the Company, the establishment of polley, promotion of performs improvement, quality review and utilization risk managemenV/safety, medical staf credential ‘and the provision of organizational management and planning. The Board shall also provide coordination and integration among the Company's leaders to establish policy, maintain quality patient care, and patient safety, provide for necessary resources, and provide for organizational ‘management and plans. ‘The Board may elect to delegate the authority to render intial appointment, reappointments and renewal or modification of clinical privilege decisions 10 the Professional Affairs Committee, The Board shall be responsible for oversight of services performed in the hospitals and in outpatient, ambulatory and other facilites operated by the Company. The Board shall have the power and authority to perform all necessary and appropriate functions not otherwise inconsistent with these By-Laws, the Organizing Documents or applicable law. Tho Board may make such rules for its own regulation, and shall determine the policies of the Company, approve all pid officials, fix all salaries and wages, perform annual performance evaluations for applicable Officers of the Company, as appropriate, to minimally include an evaluation of the Chief Executive Officer of the Company, and. perform all duties necessary for the transaction of the affairs of the Company. ‘The Board will have the power to approve the rules for employees and may, at any time or from time to time promulgate administrative rules and regulations (including provision forthe enforcement thereof) which it deems necessary ot appropriate fo ensure compliance with Law, financial integrity, or the proper functioning of the Company. Notwithstanding the foregoing, the Board shall notify the Board of HUMC Holdeo LLC (°Member") no less than thirty (30) days hefore any proposed action on any of the matters set forth in Article 4.01 is intended to become final and effective, and the Member in its sole and exclusive disertian, rosorves all rights and authority to (a) approve, modify, reject or return to the Bosrd for further evaluation any action taken by the Board, and (b) to compel the Boar to take action atthe diretion of the Member 402, Composition of the Board. () Number Disuetors. The number of Directors constituting the Board of Directors shall be not less than five (5) nor more than fifteen (I5) voting Directors. The number of ‘voting Directors at any time shall bo that number most recently fixed by the Board, or absent such action, shall be that number of Directors serving as such immediately following the election at the preceding annual meeting ofthe Board (b) Appointment of Board Members. Voting members of the Board shall include the following persons: (() The Mayor ofthe City of Hoboken or hisher designee; (i) « member of the Hoboken City Counei initially selected by the Cty Couneil minority; (il) the community Co- Chair of the HUMC Community Advisory Group; (iv) the President of the Medical Staffs (¥) the President of the Company; (the Directors serving by virtue of (i through (vi) shall colletivelybe referred to as the "Ex-Officio Directors") and (vi) such adklitional persons as are appointed by the members of Member from time to time (euch Directors appointed by the Member shall be collectively known as the "Appointed Directors"). The number of Appointed Directors shall be as determined by the Member. (©) Voting Members. Voting members of the Board shall include all Ex- Officio Directors including the President and all Appointed Directors, except Directors Emeriti, Each Appointed Director shall have thrve (3) votes and each Ex-Officio Director shall have one (1) vote. (@__ Non:Voting Members. Any person may be voted to membership on the Board 2s 4 Director Emeritus o Honorary Director. Such election shall be in recognition of meritorious or {athful service to this Company or in recognition of distinguished achievement. Directors Emeriti shall not be counted as voting members of the Board, shall not be considered inthe counting uf ‘quorum and shall not be entitled to vote. Directors Emeritt may attend Board meetings upon invitation. 403. ‘Term of Office, (@) _ Members of the Board serving as Appointed Directors shall serve for such term of ‘office as determined the Member fom time otne (b) Members of the Board serving by virtue of their position as President of the Company, President of the Medical StaiT or the tom of their appointment or selection if serving as an Ex-Officio Director shall hold office for aterm concurtent with such person's term of ‘ollice or appointment or selection. (©) __ The term of any Director Fmeritus shall be three (3) years subject to re lection as the Board shall determine without regard to tem limitation. A Direetor Emeritus say be eligible for election for life ifthe Board so determines 4.04. Vacancies. ‘Whenever a vacancy shall oceur in the Board of Directors beeause of death, incapacity, resignation, removal, disqualifiation an increase in the number of Directors or other cause, the ‘vacancy shall be filled as follows: (@) Vacancies in the office of Appointed Directors shall be filled by appointment of the Member. The Member may delegate its authority to appoint one or more “Appointed Directors to the Board, rom time to time and in its sole discretion. (6)__ Vacancies in the office of Ex-Oficio Director shall be filled by the person or persons replacing such person in the same capacity. Directors serving Ex-Officio Directors shall bbe deemed to have tendered their resignation if they are no longer serving in the capacity by which they were elected as set forth in such section, 4.05, Resignation, ‘Any Director may resign at any time by giving written notice thereof to the Board of Directors, Such resignation shall take effect upon its aeceptance by the Board of Directors.