2021-02-01 RM ExhibitsExhibit t
Book Page Zed
Resolution
North Carolina Governor's Highway Safety Program
Local Governmental Resolution
WHEREAS, the New Hanover County Sheriffs Office (herein called the "Agency ") has
(The Applicant Agency)
completed an application contract for traffic safety funding; and that New Hanover County
(The Governing Body of the Agency)
Board of Commissioners (herein called the "Governing Body ") has thoroughly considered the
problem identified and has reviewed the project as described in the contract;
THEREFORE, NOW BE IT RESOLVED BY THE New Hanover County Board of
(Governing Body)
Commissioners IN OPEN MEETING ASSEMBLED IN THE CITY OF Wilmington, NORTH
CAROLINA, THIS _ DAY OF , 2021, AS FOLLOWS:
1. That the project referenced above is in the best interest of the Governing Body and the
general public; and
2. That New Hanover County Sheriffs Office is authorized to file, on behalf of the
(Name and Title of Representative)
Governing Body, an application contract in the form prescribed by the Governor's
Highway Safety Program for federal funding in the amount of $25,000.00 to be made to
(Federal Dollar Request)
the Governing Body to assist in defraying the cost of the project described in the contract
application; and
3. That the Governing Body has formally appropriated the cash contribution of $0.00 as
(Local Cash Appropriation)
required by the project contract; and
4. That the Project Director designated in the application contract shall furnish or make
arrangement for other appropriate persons to furnish such information, data, documents
and reports as required by the contract, if approved, or as may be required by the
Governor's Highway Safety Program; and
Rev. 7/11 Page 1 of 2
Resolution
5. That certified copies of this resolution by included as part of the contract referenced
above; and
6. That this resolution shall take effect immediately upon its adoption.
DONE AND ORDERED in opening meeting by
ATTESTED BY
DATE
Rev. 7/11 Page 2 of 2
10,
Exhibit
Book )(1-Y Page
NEW HANOVER COUNTY BOARD OF COMMISSIONERS
HEART HEALTH AWARENESS MONTH PROCLAMATION
FEBRUARY 2021
WHEREAS, the annual celebration of Heart Health Awareness Month began in 1963 to encourage all
Americans to join the battle against heart and cardiovascular disease; and
WHEREAS, protecting heart health encompasses all cardiovascular health including risk for strokes and
other cardiovascular conditions; and
WHEREAS, one in three adult women has some form of cardiovascular disease; and
WHEREAS, heart disease is the leading cause of death in the United states, responsible for 1 in 4 deaths
annually; and
WHEREAS, 45% of adults in the United States have hypertension or are taking medication for
hypertension; and
WHEREAS, up to 80% of strokes can be prevented by adopting healthy habits; and
WHEREAS, February is also the American Heart Association's Go Red for Women campaign, because
heart disease impacts women's lives as much as it impacts men's lives; and
WHEREAS, National Wear Red Day for 2021 will be celebrated on February 5, 2021; and
WHEREAS, New Hanover County Health and Human Services is committed to reducing the risks and
detrimental effects of heart and cardiovascular disease for all residents.
NOW, THEREFORE, BE IT PROCLAIMED by the New Hanover County Board of Commissioners that
February 2021 will be recognized as "Heart Health Awareness Month" in New Hanover County. The
Board commends this observance and urges that all citizens and community organizations join in this
observance.
ADOPTED this the 1s1 day of February, 2021.
NEW H 7VER COUNTY
Julia son- Boseman, Chair
ATTEST:
Ky berleigh G. C46well, Clerk to the Board
!,t
NEW HANOVER COUNTY BOARD OF COMMISSIONERS
RESOLUTIONS APPOINTING STAFF AS TRUSTEES, Exhibit �! /
APPROVING AMENDMENT OF ARTICLES OF INCORPORATION, BOOT( %VT Page - ` r &A
AND
APPROVING RESTATEMENT OF THE BYLAWS, IN EACH CASE OF
NEW HANOVER REGIONAL MEDICAL CENTER
APPOINTMENT OF TRUSTEES
WHEREAS, the New Hanover County Board of Commissioners is responsible for appointing the board of trustees (the 'Board
of Trustees ") of New Hanover Regional Medical Center, a North Carolina nonprofit corporation ( "NHRMC);
WHEREAS, on or about February 1, 2020, NHRMC will sell substantially all of its assets to Novant Health, Inc. ( "Novant "),
including the various hospitals and care centers NHRMC operates in New Hanover County, pursuant to an Asset Purchase
Agreement (the "Purchase Agreement "), dated October 5, 2020, by and among New Hanover County, North Carolina, NHRMC
and Novant;
WHREAS, following the closing of the transactions contemplated by the Purchase Agreement (the "Transaction "), NHRMC will
wind down its operations, which shall include the management of its retained assets and the discharge of its retained liabilities;
and
WHEREAS, in connection with the Transaction, all of the current members of the Board of Trustees resigned from the Board of
Trustees or are otherwise being removed, and therefore the New Hanover County Board of Commissioners desires to appoint
new members of the Board of Trustees;
NOW, THEREFORE, BE IT RESOLVED by the New Hanover County Board of Commissioners that the following staff be designated
as members of the Board of Trustees until his or her successor have been duly elected and qualified or until his or her earlier
resignation or removal, and any other current members of the Board of Trustees are hereby removed:
• Chris Coudriet, County Manager
• Wanda M. Copley, County Attorney
• Lisa Wurtzbacher, County Chief Financial Officer
• Julia Olson - Boseman, County Board of Commissioners Chair
AMENDMENT OF ARTICLES OF INCORPORATION
WHEREAS, in connection with the Transaction, the New Hanover County Board of Commissioners desires to approve the
amendment of the articles of incorporation of NHRMC, in the form attached hereto as Exhibit A (the "Articles Amendment "),
to, among other things, change the name of NHRMC to "NHW Healthcare, Inc. ";
NOW, THEREFORE, BE IT RESOLVED by the New Hanover County Board of Commissioners that the Articles Amendment is
hereby approved and adopted.
AMENDMENT AND RESTATEMENT OF BYLAWS
WHEREAS, in connection with the Transaction, the New Hanover County Board of Commissioners desires to amend and restate
the bylaws of NHRMC, in the form attached hereto as Exhibit B (the "Restated Bylaws ");
NOW, THEREFORE, BE IT RESOLVED by the New Hanover County Board of Commissioners that the Restated Bylaws are hereby
approved and adopted.
ADOPTED this the 15` day of February, 2021.
NEW VER COUNTY
4 �az�—
Julia Ison- Boseman, Chair
7ZLL1
Ky erleigh G. Crowd, Clerk to the Board
Exhibit A
Articles Amendment
See attached.
Book _]� Exhibit it& !Sb
Page �._
State of North Carolina
Department of the Secretary of State
ARTICLES OF AMENDMENT
NONPROFIT CORPORATION
Pursuant to §55A -10 -05 of the General Statutes of North Carolina, the undersigned corporation hereby submits the following Articles
of Amendment for the purpose of amending its Articles of Incorporation.
1. The name of the corporation is: New Hanover Regional Medical Center
2. The teat of each amendment adopted is as follows (state below or attach):
(See attached)
3. The date of adoption of each amendment was as follows: February 1, 2021
4. (Check a, b, and /or c, as applicable)
a. [XI The amendment(s) was (were) approved by a sufficient vote of the board of directors or incorporators, and member
approval was not required because (set forth a brief explanation of why member approval was not required)
The corporation does not have members.
b. The amendrent(s) was (were) approved by the members as required by Chapter 55A.
c. =Approval of the amendment(s) by some person or persons other than the members, the board, or the incorporators was
required pursuant to N.C.G.S. §55A- 10 -30, and such approval was obtained.
BUSINESS REGISTRATION DIVISION
(Revised August 2016)
NC032 - 11/8/2017 Wolters Kluwer Online
P.O. BOX 29622
RALEIGH, NC 27626 -0622
Form N -02
5. These articles will be effective upon filing, unless a date and/or time is specified:
This the day of February 20 21
New Hanover Regional Medical Center
Name of Corporation
Signature
Type or Print Name and Title
Notes:
1. Filing fee is $25. This document and one exact or conformed copy of these articles must be filed with the Secretary of State.
BUSINESS REGISTRATION DIVISION P.O. BOX 29622 RALEIGH, NC 27626 -0622
(Revised August 2016) Form N -02
NC032 - 11/8/2017 Wolters Kluwer Online
ATTACHMENT TO
ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORAITON
OF
NEW HANOVER REGIONAL MEDICAL CENTER
Paragraph 1 of the Articles of Incorporation is amended in its entirety to read as follows:
1. The name of the corporation is NHW Healthcare, Inc.
Paragraph 9 of the Articles of Incorporation is amended in its entirety to read as follows:
9. No part of the net earnings of the corporation shall inure to the benefit of any officer,
director, trustee or member of the corporation; and upon dissolution of the corporation,
the assets thereof shall, after all of the corporation's liabilities and obligations have been
discharged or adequate provision made thereof, be distributed as directed by the New
Hanover County Commissioners for one or more exempt purposes within the meaning of
Section 501(c)(3) of the Internal Revenue Code, or any corresponding section of any
future federal tax code, or shall be distributed to New Hanover County, for a public
purpose.
Paragraph 10 of the Articles of Incorporation is amended in its entirety to read as follows:
10. The address of the corporation's registered office is 160 Mine Lake Court, Suite 200,
Raleigh, Wake County, North Carolina 27615 -6417, and the name of the corporation's
registered agent at that address is CT Corporation System.
LEGAL02/40392558v1
Exhibit B
Restated Bylaws
See attached.
Exhibit
Book )(/,/I- Page i•�
AMNEDED AND RESTATED BYLAWS
NHW HEALTHCARE, INC.
WHEREAS, NHW Healthcare, Inc. f/k/a New Hanover Regional Medical Center has been duly
incorporated as a non - stock, nonprofit corporation under the laws of the State of North Carolina, and more
particularly under and by virtue of a Charter or Articles of Incorporation originally issued by the Secretary of State
of the State of North Carolina on May 26, 1967, as amended; and
WHEREAS, on February 1, 2021, the corporation conveyed and assigned substantially all of its assets to
Novant Health New Hanover Medical Center, LLC, as well as the operating rights associated with the hospital
and health care businesses operated by the corporation prior to such date; and
WHEREAS, it is necessary and desirable that appropriate updated bylaws be adopted by the Board of
Trustees of said corporation in order that the bylaws will reflect the changes which have occurred since the last
bylaws were adopted and will provide guidelines for the organization and administration of the corporation.
NOW, THEREFORE, BE IT RESOLVED that the following bylaws be, and they are hereby, duly adopted
and declared by said Board of Trustees to be the bylaws of the NHW Healthcare, Inc.
PREAMBLE
NHW Healthcare, Inc. has been a leader in the community to outstanding health and is now selling
substantially all of its assets and will wind up its operations.
ARTICLE I - NAME
The name of this corporation is NHW Healthcare, Inc.
ARTICLE II - OBJECTS
The objects of this corporation shall be those as set forth in its Articles of Incorporation hereinabove
referred to and more particularly to wind up the operations and affairs of this corporation. Upon dissolution of
the corporation the assets hereof shall, after all of its liabilities and obligations have been discharged, or
adequate provision made therefore, be distributed as directed by the New Hanover County Commissioners
for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or
any corresponding section of any future federal tax code, or shall be distributed to New Hanover County, for
a public purpose.
ARTICLE III - FISCAL YEAR
The fiscal year of this corporation shall commence on the first day of October and end on the thirtieth day
of September.
ARTICLE IV - BOARD OF TRUSTEES
Section 4.1. General Powers
The business and affairs of the corporation shall be governed by its Board of Trustees, which shall have
responsibility for the control and management of the property, funds and operations of the corporation, and said
Board of Trustees shall have full power and authority to do and to perform any and all acts and functions,
consistent with the laws governing the operations of the corporation and the Articles of Incorporation of the
corporation, which are necessary and appropriate for the operation of this corporation.
Section 4.2. Number, Term and Qualifications of Trustees
The number of Trustees constituting the Board of Trustees shall be a minimum of three (3). A Trustee's
term of office shall be for the duration of the wind up of this corporation, except as otherwise provided for herein.
A Trustee's term of office shall commence at a time specified by the New Hanover County Board of County
Commissioners ( "Commissioners ") when appointing the Board of Trustees. The Commissioners shall appoint
each Trustee. Appointments to fill vacancies caused by death, resignation, incapacity, or other cause, shall be
made by the Commissioners and shall be effective immediately upon appointment, and shall be for the unexpired
term of the position so vacated.
Section 4.3. Removal
The Commissioners may remove from office any Trustee, with or without cause, by a majority vote of
the Commissioners.
ARTICLE V - MEETINGS
Section 5.1. Regular Meetings
The Board of Trustees shall hold no less than two (2) regular meetings per calendar year. The Board of
Trustees shall determine the schedule for its regular meetings, as such schedule may be revised from time to time
by the Board of Trustees. The regular meeting occurring in, or immediately following, October each year shall be
the annual meeting.
Section 5.2. Special Meetings
Special meetings may be called at any time at the request of any two Trustees. Notice of special meetings
of the Board, setting forth the purpose of the meeting, shall be sent to each member so as to be received at least
forty -eight (48) hours before such meeting.
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Section 5.3. Emergency Meetings
Emergency meetings may be called at any time at the request of any two Trustees, in order to address
generally unexpected circumstances that require immediate consideration by the Board. Notice of emergency
meetings of the Board may be communicated to the members of the Board by telephone or by any other method
of communication that is available at the time, or by any combination of available methods. Immediately after
notice of an emergency meeting has been communicated to the members of the Board, notice of the emergency
meeting shall be communicated to each local newspaper, local wire service, local radio station, and local television
station that has filed a written request for emergency notice with the corporation, and said notice shall be
communicated in the same method that notice of the emergency meeting was communicated to the Board
members. An emergency meeting of the Board may be convened as soon as a quorum of the Board may be
assembled.
Section 5.4. Quorum and Voting
A majority of the Trustees shall constitute a quorum. The vote of a majority of Trustees voting at a
meeting where a quorum is present shall be the act of the Board of Trustees. Although it is the duty of every
Trustee who has an opinion on a question to express it by voting unless he or she has a conflict, a Trustee can
abstain. An abstention shall not be counted as a vote. If less than a quorum is present at a meeting of the Board
of Trustees, the Chair may adjourn the meeting from time to time without further notice.
Section 5.5. Agenda
The agenda of regular meetings shall provide a list of items of business and reports being brought before
the meeting. The agenda of special meetings shall describe the official call of the special meeting.
Section 5.6. Rules
The Board of Trustees may adopt rules governing the conduct of its meetings, not inconsistent with these
bylaws, which may be amended or modified by the Board of Trustees at any meeting without advance notice. In
the absence of the adoption of such rules, the current edition of Robert's Rules of Order Newly Revised will govern
the conduct of the meetings of the Board in those instances where the bylaws provide no guidance.
Section 5.7. Action Without Meeting
Any action required or permitted to be taken by the Board of Trustees may be taken without a meeting
and without notice if all Trustees consent in writing to such action. Such consent may be in writing or given by
electronic transmission and must be filed with the minutes of proceedings of the corporation. Action taken by
3
written consent or electronic transmission shall be effective when all of the Trustees have signed the consent or
given consent by electronic transmission, unless the consent specifies a different effective date.
ARTICLE VI — OFFICERS OF THE BOARD OF TRUSTEES
Section 6.1. General
The officers of the corporation will consist of a President, a Secretary and a Treasurer, each to be elected
by the Board of Trustees at each annual meeting. The Board of Trustees may appoint, or provide for the
appointment of, such other officers or agents as may from time to time appear necessary or advisable in the conduct
of the business and affairs of the corporation. Each such officer shall exercise such powers and perform such
duties as generally pertain to his or her respective office and as set forth below and such other powers and duties
as from time to time may be specified by the Board of Trustees or by any officer(s) authorized by the Board of
Trustees to prescribe the duties of such other officers. Generally, the officers of the corporation shall all have the
power to pay the debts and liabilities of the corporation as they come due.
Section 6.2. President
The President shall have overall executive responsibility and authority for management of the business,
affairs and operations of the corporation (subject to the authority of the Board of Trustees), and, in general, shall
perform all duties incident to the office of a president of a corporation, including those duties customarily
performed by persons holding such office, and shall perform such other duties as, from time to time, may be
assigned to him or her by the Board of Trustees.
Section 6.3. Secretary
The Secretary, or his/her designee, shall keep the minutes of the meetings of the Board of Trustees and
shall record the names of all members present at each meeting. The Secretary, or his/her designee, shall keep a
record of meeting attendance for each trustee and shall have such other duties as may be assigned from time to
time by the Board of Trustees.
In the absence of the Secretary, any officer shall serve in the capacity of the Secretary and perform the
duties of the Secretary as described herein.
Section 6.4. Treasurer
The Treasurer shall have oversight responsibility for financial obligations of the corporation. The
Treasurer shall have such other duties and responsibilities as shall be assigned from time to time by the Board of
Trustees.
Section 6.5. Removal
4
Any officer elected by the Board of Trustees may be removed by a majority vote of the Trustees then in
office whenever, in their judgment, the best interests of the corporation shall be served thereby. The Board of
Trustees may fill any vacancy in any Board office caused by death, resignation, incapacity, or other cause.
ARTICLE VII - SEAL
The seal of the corporation shall be circular in form with the words "NHW Healthcare, Inc., Seal."
ARTICLE VIII - AMENDMENTS
These bylaws may be amended at any regular or special meeting of the Board of Trustees by a majority
vote of all of the trustees then in office. Written notice of such meeting, containing a statement outlining the
substance of any proposed amendment to the bylaws, shall be sent to each member of the Board of Trustees so as
to be received at least five (5) days prior to the meeting wherein the proposed amendment will be considered.
These bylaws may also be amended without advance notice if the amendment is approved by all of the Trustees
then in office.
ARTICLE IX - INDEMNIFICATION OF OFFICERS AND TRUSTEES
Every director, trustee, officer, employee or agent of NHW Healthcare, Inc., past, present or future, shall
be entitled to indemnification by NHW Healthcare, Inc. to the fullest extent permitted by the law of North Carolina
for all reasonable expenses, including attorney's fees, and for any liabilities which he /she may incur by reason of
being a party, or being threatened to be made a party, to any threatened, pending or completed action, suit or
proceedings, whether civil, criminal, administrative or investigative, arising out of the fact that he /she is or was
serving as a director, trustee, officer, employee or agent of NHW Healthcare, Inc..
ARTICLE X - DISCLOSURE AND CONFLICT OF INTEREST POLICY
It shall be the policy of the Board of Trustees of NHW Healthcare, Inc. to require each Board member to
submit in writing to the President of the corporation a list of all business entities of which the Trustee is an officer,
director, member, owner, partner, shareholder or employee or for which he acts as agent. Each Trustee's list shall
be resubmitted annually with any necessary changes in accordance with the NHW Healthcare, Inc. Policy.
The hospital corporation shall not engage in business or enter into a contract with any business, firm or
corporation in which any Trustee has a substantial interest, provided, however, that the exceptions incorporated
in the North Carolina Conflict of Interest Statute (N.C.G.S. § 131E -14.2) shall also apply to this policy statement.
For purposes of this policy statement, a Trustee shall have a substantial interest in a business, firm or
corporation if the Trustee either (1) owns more than ten percent (10 %) of the stock of a corporation, or (2) has
more than a ten percent (10 %) ownership interest in a business, or (3) is an officer or director of a corporation.
In the event a matter is brought before the Board of Trustees where a trustee has a conflict of interest, it
is the duty of the trustee to disclose the conflict and neither participate in the deliberation or vote on such proposal.
5
It is the intent of this policy statement to conform to the requirements of N.C.G.S. § 131E -14.2 as the same may
from time to time be amended.
The foregoing bylaws, as amended, were adopted by the Board of Trustees of NHW Healthcare, Inc. on
the day of 2021.
[Insert Name]
Secretary, NHW Healthcare, Inc. Board of Trustees
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