The Tayo Clinic

Bylaws of The Tayo Clinic, Inc.

Board approved 3/17/25

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 others 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).

ARTICLE II. NON-MEMBERSHIP

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

ARTICLE III. BOARD OF DIRECTORS

Section 3.1 – General Powers: Managed by or under the direction of the Board.

Section 3.2 – Number and Composition: Minimum of 3 and maximum of 11 Directors. Initial 3 members to expand by 2 each year until 11 total.

Section 3.3 – Election and Term of Office: Directors serve 3-year terms, with a 6-year consecutive term limit. Former members may return after a 1-year break.

Section 3.4 – Qualifications: Must support the charitable mission and meet Board criteria.

Section 3.5 – Vacancies: Filled by majority vote of remaining Board.

Section 3.6 – Resignation: By written notice to President or Secretary.

Section 3.7 – Removal: By majority vote with 7-day prior notice.

Section 3.8 – Tie-Breaking: Tie votes are deferred to the next meeting.

ARTICLE IV. BOARD MEETINGS

Section 4.1 – Regular Meetings: Held quarterly.

Section 4.2 – Special/Emergency Meetings: Called with 2 days' notice.

Section 4.3 – Virtual Meetings: Permitted; participants are considered present.

Section 4.4 – Quorum and Voting: Majority constitutes quorum; simple majority passes resolutions.

Section 4.5 – Action Without Meeting: Permitted with unanimous written consent.

ARTICLE V. OFFICERS

Section 5.1 – Officer Positions: President, Secretary, Treasurer; others as needed.

Section 5.2 – Election: From current Board members at first regular meeting after elections.

Section 5.3 – Term: Three-year terms; two-term limit (6 years).

Section 5.4 – Duties:

• President: Presides and ensures resolutions are carried out.
• Secretary: Keeps minutes and records.
• Treasurer: Manages finances and reports.

Section 5.5 – Removal and Resignation: Majority vote or written notice.

Section 5.6 – Vacancies: Filled by Board for remaining term.

ARTICLE VI. COMMITTEES

The Board may establish standing or ad hoc committees with delegated authority.

ARTICLE VII. BANKING AUTHORITY & FINANCIAL MANAGEMENT

Board may authorize staff or volunteers to manage bank accounts. These privileges may be modified at the Board’s discretion.

ARTICLE VIII. INDEMNIFICATION

To the fullest extent under Wisconsin Statutes 181.071-0889, the Corporation shall indemnify Directors, officers, employees, and agents acting in good faith and in the Corporation’s best interest.

ARTICLE IX. DISSOLUTION

Upon dissolution, assets shall be distributed in accordance with Section 501(c)(3) to another nonprofit or governmental body for public use.

ARTICLE X. AMENDMENTS

May be amended or repealed by a two-thirds (2/3) vote of Directors present at a duly called meeting with at least seven (7) days’ advance notice.