CELLTEK HEALTHCARE MEDICAL CENTER
ARTICLE 1: NAME AND INTRODUCTION OF AUTHORITY
Celltek Healthcare Medical center (“Authority”) is a private profit making organization and a subsidiary of Celltek Healthcare Limited (Rc 1386618) created as a private corporate body (on the 23rd January, 2017) under the federal republic of Nigeria Companies and Allied Matters Acts 1990.
The board of directors has agreed to set up the hospital by laws this 2nd of May 2019 to run the affairs of the Authority and subject to review yearly.
ARTICLE II: ROLE AND PURPOSE OF AUTHORITY
The purposes of the Authority are:
(a)Delivering comprehensive, high-quality health care to patients using the hospitals and to those seeking care from its programs, including a commitment to provide such care for the medically indigent.
(b)Providing an environment suitable for instructing medical and other health professions, students, physicians, nurses and members of other health-related disciplines.
(c)Sponsoring and supporting research in the delivery of health care to further the welfare of the patients treated and applying the advances in health knowledge to alleviate human suffering, promote health and prevent disease.
(d)Assisting health programs and personnel throughout Africa in the delivery of health care through collaboration and training of health care personnel.
(e)Pioneering Research and treatment in stem cell therapy in Sub Sahara Africa.
ARTICLE III: BOARD OF DIRECTORS
Section 3.1: General Powers and Duties. The business and affairs of the Authority shall be directed by the Board of Directors (“Board”). Among its duties, the Board shall have the duty to oversee the management of the Authority, to appoint a Medical Director(MD) and conduct annual performance appraisals of the MD, to approve medical staff bylaws, medical staff membership and clinical privileges, to provide for the delivery of quality patient care, to assure that strategic planning is performed, to provide for financial management, adopt an annual budget and arrange for financing and to assure that there is a process of performance improvement.
Section 3.2: Board of Directors membership. Board of directors shall be made up of all board trustees, the appointed board chairman, the medical director (MD), the director of administration (board secretary) and the hospital lawyer (legal adviser).
Section 3.3: Voting Members. As required by the laws of shareholders, the voting members of the Board shall be the board trustees rated according to the percentage of shares contributed. Other members of the board, chairman, Secretary, MD and the legal adviser shall have no voting rights.
Section 3.4: Meetings.
(a)Regular Meetings. The regular meeting shall be scheduled three monthly on a day and at a time set by resolution of the Board, but may be canceled by the Chairperson, provided that the Board shall meet at least four times per year and have at least one meeting in each calendar quarter.
(b)Quorum. One third of the total number of board members with the chairman and secretary shall constitute a quorum for the purpose of a regular board meeting. However during emergencies board members without a quorum can have a meeting and take decisions that will be rectified at the properly constituted quorum board meeting.
(c)Special Meetings. Special meetings may be called by the Chairperson at any time, and shall be called by the Chairperson at the request of three members of the Board. Written notice of special meetings must be given to all members not less than three (3) days prior to a special meeting stating the time, place and purpose of the meeting.
(d)Location. Except for teleconference meetings, all meetings of the Board shall be held in the conference hall at the premises of celltek Healthcare Medical center, unless otherwise ordered by the Board.
(e)Teleconferencing. Any regular or special meeting of the Board or any committee thereof may be held by teleconference at the discretion of the chairperson.
(f)Minutes of Meetings and Custodian of Records. Minutes of all meetings of the Board and its committees shall be kept. Upon approval, such minutes shall be filed up in the library of the establishment.
Section 3.5: Compensation of Members of the Board. Members of the Board shall not receive compensation for serving as members. However, members shall be reimbursed for expenses incurred in connection with carrying out their duties. The board chairman shall be paid administrative allowances as stipulated and approved by the board.
ARTICLE IV: OFFICERS OF THE BOARD OF DIRECTORS
Section 4.1: Officers. The officers of the Board shall consist of a Chairperson, vice chairperson, secretary, members of board trustees and the legal adviser as reflected in section 3.2
Section 4.2: Appointment of Officers. The board Chairman shall be appointed by the board of trustees for a period of two years. The hospital administrator shall be the secretary to the board.
Section 4.3: Chairperson. The Chairperson shall preside at all meetings of the Board; shall serve as an ex-officio member, without vote, on all standing and special committees, unless otherwise specified in these bylaws; shall appoint all committee members, unless otherwise specified in these Bylaws; and shall perform all of the acts usually attendant upon the office of Chairperson or which may be set forth in these bylaws or resolutions of the Board.
Section 4.4: Vice Chairperson. During the absence of the Chairperson or his/her inability to act, the Vice Chairperson shall perform the duties and exercise the powers of the Chairperson. The most senior Trustee shall act as vice chairperson.
Section 4.5: Secretary and Assistant Secretaries. The Board shall designate by resolution the director of administration to be secretary and to keep a record of the proceedings of the Authority and to serve as custodian of all books, documents and papers filed with the Authority, the minute book or journal of the Authority and its official seal. This person shall be the Secretary and need not be a member of the Board. The Board may by resolution designate one or more other persons to serve as Assistant Secretaries. The Secretary or any Assistant Secretary may cause copies to be made of all minutes and other records and documents of the Authority and may give certificates under the official seal of the Authority to the effect that such copies are true copies, and all persons dealing with the Authority may rely upon such certificates.
ARTICLE V: COMMITTEES
Section 5.1: Committee Designation. The Board shall establish academic and non- academic committees, the Board may establish other standing and special committees.
Section 5.2: Composition. The Chairperson shall appoint the members of committees, unless another method of selection for a particular committee is specified in these Bylaws or by resolution of the Board. Non-board members may be appointed to serve on committees of the Board of the Directors, unless these Bylaws or a Board resolution specifies otherwise. At least one member of each committee shall be members of the Board. One or more members of the medical staff shall be included on all committees appointed to deliberate issues affecting the discharge of medical responsibilities, except for Board committees, if any, reviewing medical staff appointment, reappointment, clinical privileges, or corrective action.
Section 5.3: Academic committees. The medical Director shall head these committees which will be in research, clinical therapies, data management, error reporting, scientific collaboration and publications.
Section 5.4: Non Academic committees. The Director of administration shall head these committee which will include disciplinary, fund raising, Audit and financial matters.
ARTICLE VI: OFFICERS OF THE AUTHORITY
Section 6.1: Selection of the MD. The MD shall be chosen by the Board from amongst the employed consultant Haematologist/Paediatrician/Immunologist and stem cell transplantologist with a minimum of a year experience in stem cell transplantation and shall serve at the pleasure of the Board for a 2 years renewable period.
Section 6.2: Duties and Functions of the MD. The MD shall act as the executive officer of the Authority and shall be responsible for the management of the Authority. The MD shall have general charge of the business and affairs of the Authority and shall direct all other officers, agents and employees. Except as provided in these bylaws or by Board resolution, the MD shall appoint all other officers, agents and employees of the Authority. The MD shall organize the functions of the Authority through appropriate departmentalization and delegation, establishing formal means of staff evaluation and accountability.
The MD shall provide liaison among the Board, medical staff, the nursing service and other services of the Authority. The MD shall keep the Board informed about the management and financial status of the Authority through regular reports to the Board. The MD may delegate his/her authority to act on behalf of the Authority to other employees and agents of the Authority.
Section 6.3: Chief Financial Officer and General Counsel. The MD shall appoint the Chief Financial Officer and the General Counsel, subject to the approval of the Board. They are subject to removal by the MD with the approval of the Board.
ARTICLE VII: MEDICAL STAFF
Section 7.1: Medical Staff Bylaws. The medical staff of the Authority shall be organized and function under bylaws approved by the Board.
Section 7.2: Medical Staff Appointments and Clinical Privileges. Appointment and reappointment of the medical staff, delineation of their clinical privileges, and hearings and appeals shall be in accordance with the Medical Staff Bylaws approved under Section 7.1.
ARTICLE VIII: AUXILIARY ORGANIZATIONS
Approved auxiliary organization may be permitted to provide volunteer non profitable services on behalf of the Authority or within the facilities operated by the Authority. Such auxiliary organizations shall coordinate their services with the management of the Authority. The Bylaws and, if any, the Articles of Incorporation of any auxiliary organization which bears the name of Celltek Healthcare, or any other name under which the Authority conducts business, must be approved by the MD in order for the organization to be an approved auxiliary organization and subject to final approval by the Board.
ARTICLE IX: CONFLICT OF INTEREST
Prior to taking any action in an official capacity on any matter involving a potential conflict of interest or an actual conflict of interest, any Director shall state the nature of the potential or actual conflict of interest. Any Director having an actual conflict of interest in a transaction with the Authority shall in addition (i) refrain from participating as a public official in any discussion or debate on the issue out of which the conflict arises and (ii), unless the Director’s vote is necessary for Board action on the issue and is otherwise not prohibited by law, refrain from voting on the issue. An actual conflict of interest shall be any situation which would violate section of the federal Republic Laws of the Nigerian Constitution 1999.
ARTICLE X: CONFIDENTIALITY
Subject to the requirements of applicable law, the members of the Board and officers of the Authority shall take such steps as are necessary to preserve the confidentiality of (1) sensitive business records and financial and commercial information concerning or belonging to the Authority which are of a nature not customarily provided to business competitors, (2) confidential patient or personnel information, (3) confidential information concerning potential or pending claims, and (4) other confidential information to which they may have access in the course of their duties for the Authority.
ARTICLE XI: AMENDMENTS
These Bylaws may be altered, amended, or repealed at any Board meeting by an affirmative vote of majority shareholder, members, provided that proposed amendments shall be specifically set forth in the meeting notice.
ADOPTED: May 10TH, 2019
CellTek HealthCare
