BYLAWS OF THE TAYO CLINIC, INC.
(A Wisconsin Nonstock Corporation)

ARTICLE I. NAME & PURPOSE

Section 1.1 – Name
The name of the corporation is The Tayo Clinic, Inc. (hereinafter, the “Corporation”).
Section 1.2 – Purpose
The Corporation is organized exclusively for charitable, educational, and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, including but not limited to:
•    Providing free, high-quality telehealth services to uninsured and homebound individuals, as well as other individuals unable to access conventional care, to reduce healthcare disparities;
•    Improving community well-being through mindfulness and other holistic health interventions;
•    Engaging in public health outreach and educational initiatives to promote accessible and equitable healthcare solutions.
The Corporation shall not carry on any activities not permitted by an organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code or by an organization to which contributions are deductible under Section 170(c)(2) of the Code.

ARTICLE II. NON-MEMBERSHIP

Section 2.1 – Non-Member Organization
The Corporation shall have no voting members. All corporate powers and authority are vested in the Board of Directors (the “Board”).

ARTICLE III. BOARD OF DIRECTORS

Section 3.1 – General Powers
The affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board may exercise all powers allowed under Chapter 181 of the Wisconsin Statutes and applicable federal law.
Section 3.2 – Number and Composition
The Board shall consist of not fewer than three (3) nor more than eleven (11) Directors. The Board shall initially have three (3) voting Directors and shall elect two (2) new voting members each year until the Board reaches eleven (11) members. This staggered process ensures continuity and orderly governance.
Section 3.3 – Election and Term of Office
Term Length: Each Director shall serve a three-year term.
Term Limits: No Director may serve more than two consecutive three-year terms (six consecutive years). After a one-year break in service, a former Director may be re-elected.
Staggering Terms: As the Board expands, new members shall be elected in a staggered manner to ensure continuity.
Section 3.4 – Qualifications
All Directors shall be individuals who support the Corporation’s charitable mission and meet any additional criteria set by the Board.
Section 3.5 – Vacancies
A vacancy on the Board (due to resignation, removal, or increase in the number of Directors) may be filled by a majority vote of the remaining Directors. A Director elected to fill a vacancy shall serve the remainder of the unexpired term.
Section 3.6 – Resignation
A Director may resign at any time by delivering written notice to the Board President or Secretary. The resignation is effective upon delivery unless a later effective date is specified.
Section 3.7 – Removal of Directors
A Director may be removed for cause by a majority vote of the Board. Notice of the proposed removal must be served by certified mail to the Director at least seven (7) days prior to the meeting at which the removal is considered.
Section 3.8 – Tie-Breaking Vote
In the event of a tie vote, the decision shall be deferred to next meeting.

ARTICLE IV. BOARD MEETINGS

Section 4.1 – Regular Meetings
The Board shall hold quarterly regular meetings (four times per year) at dates and times established by Board resolution.
Section 4.2 – Special or Emergency Meetings
Special or emergency meetings of the Board may be called by the President or by a majority of the Directors then in office. Two (2) days’ notice shall be given for any special or emergency meeting. The purpose of the meeting need not be stated unless required by law or these Bylaws.
Section 4.3 – Virtual / Electronic Meetings
Directors may participate in meetings by teleconference, videoconference, or other electronic means that allow all participants to hear and communicate with each other simultaneously. A Director participating electronically is deemed present for quorum and voting.
Section 4.4 – Quorum and Voting
Quorum: A majority of the Directors then in office constitutes a quorum.
Voting: Each Director has one vote. Except where otherwise stated in these Bylaws, an affirmative vote by a majority of Directors present at a meeting where a quorum is established is sufficient to pass any resolution.
Section 4.5 – Action Without Meeting
Any action required or permitted by law to be taken at a Board meeting may be taken without a meeting if all Directors consent in writing (including electronically) to such action. The written consents shall be filed with the minutes.

ARTICLE V. OFFICERS

Section 5.1 – Officer Positions
The officers of the Corporation shall be a President (also referred to as Chair), Secretary, and Treasurer. The Board may create additional officer positions as needed.
Section 5.2 – Qualifications and Election
Officers must be current members of the Board. The Board shall elect officers from among themselves at the first regular meeting after Board elections, or as necessary to fill vacancies.
Section 5.3 – Term of Office
Officers serve three-year terms, concurrent with their service as Directors. No officer may serve more than two consecutive terms (six consecutive years in the same office).
Section 5.4 – Duties of Officers
President (Chair): Presides over Board meetings, provides leadership, and ensures Board resolutions are carried out.
Secretary: Keeps minutes of Board meetings, issues notices, and maintains official records.
Treasurer: Oversees the financial affairs of the Corporation, provides financial reports, and assists with budgeting and audits.
Section 5.5 – Removal and Resignation
An officer may be removed by a majority vote of the Board whenever the Board determines the best interests of the Corporation would be served. An officer may resign by written notice to the Board or President, effective upon receipt unless a later date is specified.
Section 5.6 – Vacancies
Any vacancy in an officer position shall be filled by the Board for the unexpired portion of the term.

ARTICLE VI. COMMITTEES

The Board may establish standing or ad hoc committees as necessary to assist in governance and oversight. Committees may be granted decision-making authority within limits set by the Board and shall regularly report their actions.
ARTICLE VII. BANKING AUTHORITY & FINANCIAL MANAGEMENT
The Board may pass resolutions authorizing selected staff and/or volunteers to open and manage bank accounts for the Corporation, in furtherance of its 501(c)(3) charitable purpose. These privileges may be modified or revoked at the discretion of the Board.
ARTICLE VIII. INDEMNIFICATION
To the fullest extent permitted by Wisconsin Statutes 181.071-0889, the Corporation shall indemnify and hold harmless its Directors, officers, employees, and agents against liabilities, expenses, and claims incurred in connection with any action or proceeding by reason of such person’s service, provided they acted in good faith and in the best interests of the Corporation.
ARTICLE IX. DISSOLUTION
Upon dissolution, all remaining assets shall be distributed in accordance with Section 501(c)(3) of the Internal Revenue Code, either to another tax-exempt entity or to a governmental entity for public purposes.
ARTICLE X. AMENDMENTS
These Bylaws may be amended or repealed by a two-thirds (2/3) vote of the Directors present at a meeting where a quorum is established, with at least seven (7) days’ notice of the proposed amendment.
I, the undersigned Secretary of The Tayo Clinic, Inc., do hereby certify that the above Bylaws were adopted by the Board of Directors on the date below.
Date: _________________________
[Name of Secretary], Secretary