BYLAWS

OF KEEPWELL HEALTH UNION, INC. A California Nonprofit Public Benefit Corporation

ARTICLE I — NAME AND OFFICES

Section 1.1 Name

The name of this corporation is Keepwell Health Union, Inc. (the “Corporation”).

Section 1.2 Principal Office

The principal office of the Corporation shall be located in the State of California at such place as the Board of Directors (“Board”) may determine.

ARTICLE II — PURPOSE AND GOVERNING AUTHORITY

Section 2.1 Charitable Purpose

The Corporation is organized and operated exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code.

Section 2.2 Constitutional Authority

The Corporation serves as the constitutional and chartering authority of the Keepwell Health Union system (“Keepwell”).

Section 2.3 Governing Charter

The Corporation has adopted a governing Charter (“The Keepwell Charter”), which defines foundational principles, allocates authority, and establishes non-negotiable constraints. The Charter is hereby incorporated by reference into these Bylaws and shall govern in the event of conflict.

ARTICLE III — POWERS AND LIMITATIONS

Section 3.1 General Powers

The Corporation shall have all powers granted to nonprofit public benefit corporations under California law, subject to these Bylaws and the Charter.

Section 3.2 Chartering Authority

The Corporation has exclusive authority to:

• Issue, license, suspend, or revoke charters to affiliated nonprofit entities (“Chartered Organizations”);
• Establish standards and policies governing such entities;
• Delegate limited authority to Regional Authorities;
• Enforce compliance with the Charter and standards.

Section 3.3 Non-Delegable Powers

The following powers may not be permanently delegated:

• Amendment of the Charter;
• Revocation of charters;
• Ownership of trademarks, identity, and constitutional documents.

ARTICLE IV — AFFILIATED AND CHARTERED ORGANIZATIONS

Section 4.1 Chartered Organizations

The Corporation may charter nonprofit entities to operate healthcare programs pursuant to written Charter Agreements incorporating the Charter and standards.

Section 4.2 Autonomy and Oversight

Chartered Organizations:

• Shall maintain operational autonomy within Charter constraints;
• Shall be governed by their own boards;
• Remain subject to audit, reporting, corrective action, and revocation.

Section 4.3 Revocation

Charters are revocable for cause. Revocation does not imply ownership or expropriation of assets absent explicit contractual terms.

ARTICLE V — REGIONAL AUTHORITIES

Section 5.1 Establishment

The Corporation may establish intermediate affiliated entities or councils (“Regional Authorities”) to exercise delegated oversight within defined scopes or geographies.

Section 5.2 Delegation

Delegated authority shall be:

• Explicit and documented;
• Revocable at will;
• Non-sovereign;
• Subject to audit and override by the Board.

ARTICLE VI — MEMBERSHIP

Section 6.1 No Statutory Members

The Corporation shall have no statutory members as defined under California law.

Section 6.2 Programmatic Participation

Participation in programs or services does not confer governance or voting rights unless expressly granted by Board resolution.

ARTICLE VII — BOARD OF DIRECTORS

Section 7.1 Authority

The affairs of the Corporation shall be governed by the Board of Directors.

Section 7.2 Number of Directors

The authorized number of directors shall be not fewer than five (5) nor more than nine (9), as fixed by Board resolution.

Section 7.3 Fiduciary Duty

Directors shall discharge their duties:

• In good faith;
• With the care an ordinarily prudent person would exercise;
• With primary regard for the health and wellbeing of the populations served.

ARTICLE VIII — DIRECTOR TERMS, ROTATION, AND CHAIR

Section 8.1 Term Length

Each director shall serve a term equal in years to the number of authorized director seats in effect at the time of appointment.

Section 8.2 Staggering

Director terms shall be staggered such that approximately one director’s term expires each year.

Section 8.3 Chair by Seniority

The director serving the final year of their term shall serve as Chair of the Board, unless overridden by a supermajority vote for good cause.

Section 8.4 Chair Authority

The Chair shall:

• Preside over Board meetings;
• Facilitate governance processes;
• Serve as liaison to the Chief Executive. The Chair shall have no unilateral operational authority.

ARTICLE IX — REMOVAL, RESIGNATION, AND VACANCIES

Section 9.1 Removal

Any director, including the Chair, may be removed for cause by a supermajority vote of the Board.

Section 9.2 Resignation

A director may resign at any time by written notice.

Section 9.3 Vacancies

Vacancies may be filled by Board appointment for the remainder of the term.

ARTICLE X — OFFICERS AND MANAGEMENT

Section 10.1 Officers

The Corporation shall have a President or Chief Executive, Secretary, and Treasurer, as appointed by the Board.

Section 10.2 Management Authority

Officers and executives manage day-to-day operations subject to Board oversight.

Section 10.3 Board Independence

Officers may serve on the Board but shall not constitute a majority.

ARTICLE XI — COMPENSATION AND SURPLUS

Section 11.1 No Private Inurement

No part of the net earnings shall inure to private benefit.

Section 11.2 Reinvestment

Surplus revenues shall be reinvested in mission-aligned purposes.

Section 11.3 Compensation Review

Compensation shall be reasonable and reviewed pursuant to conflict-of-interest standards.

ARTICLE XII — ASSETS AND STEWARDSHIP

Section 12.1 Asset Isolation

Assets essential to long-term mission shall be stewarded in structures that minimize operational risk and institutional capture.

Section 12.2 Asset-Holding Entities

The Corporation may charter or affiliate separate nonprofit entities whose sole purpose is asset stewardship.

Section 12.3 Non-Expropriation

Chartering authority does not confer ownership of affiliate assets absent explicit contract.

ARTICLE XIII — COMPLIANCE AND ENFORCEMENT

Section 13.1 Standards

The Board shall adopt and maintain standards governing quality, ethics, access, and administration.

Section 13.2 Enforcement

Enforcement actions may include corrective directives, probation, or charter revocation.

Section 13.3 Due Process

All enforcement actions shall follow documented procedures and allow for remediation.

ARTICLE XIV — AMENDMENTS

Section 14.1 Amendment Authority

These Bylaws may be amended by a supermajority vote of the Board.

Section 14.2 Protected Provisions

Amendments affecting chartering authority, non-distribution, or asset stewardship require heightened scrutiny consistent with the Charter.

ARTICLE XV — DISSOLUTION

Section 15.1 Dissolution

Upon dissolution, assets shall be distributed to nonprofit entities aligned with the Corporation’s charitable purposes.

CERTIFICATION

These Bylaws were adopted by the Board of Directors of Keepwell Health Union, Inc. on ____________ and are effective immediately.