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PREAMBLE 

The following Bylaws shall be subject to, and governed by, the Non-Profit Corporation Act of Nevada and the Articles of Incorporation of Excel Extended Care Organization.  In the event of a direct conflict between the herein contained provisions of these Bylaws and the mandatory provisions of the Non-Profit Corporation Act of Nevada, said Non-Profit Corporation Act shall be the prevailing controlling law. In the event of a direct conflict between the provisions of these Bylaws and the Articles of Incorporation of Corporation/Organization, it shall then be these Bylaws which shall be controlling.

ARTICLE 1- NAME 

The legal name of the Non-Profit Corporation/Organization shall be known as Excel Extended Care Organization, and shall herein be referred to as the “Corporation/Organization.”

ARTICLE 2- PURPOSE

The purpose for which the Non-Profit Corporation is formed is set forth in the attached Articles of Incorporation.

The Corporation/Organization is established within the meaning of IRS Publication 557 Section 501 (c)(3) Organization of the Internal Revenue Code of 1986, as amended (the “Code”) or the corresponding section of any future federal tax code and shall be operated exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that quality as exempt organizations described under section 501 (c)(3) of the internal revenue code, or corresponding section of any future federal tax code.

In additional, this Corporation/Organization has been formed for the purpose of performing all things incidental to, or appropriate in, the foregoing specific and primary purposes. However, the Corporation/Organization shall not, except to an insubstantial degree, engage in any activity or the exercise of any powers which are not in furtherance of its primary non-profit purposes. 

The Corporation/Organization shall hold and may exercise all such powers as may be conferred upon any nonprofit. 

This Corporation/Organization shall hold and may exercise all such powers as may be conferred upon any nonprofit organization by the laws of the State of Nevada and as may be necessary or expedient for the administration of the affairs and attainment of the purposes of the Corporation/Organization. At no time and in no event shall the Corporation/Organization participate in any activities which have not been permitted to be carried out by a Corporation/Organization exempt under Section 501 (c) of the Internal Revenue Code of 1986 (the “Code”).

ARTICLE 3- OFFICES

The principal office of the Corporation/Organization shall be located at 5025 S. Eastern Avenue, Ste 20, Las Vegas, NV 89119 and 3110 Polaris Avenue Ste 23, Las Vegas, NV 89102.

The Corporation/Organization may have other such offices as the Board of Directors may determine or deem necessary, or as the affairs of the Corporation/Organization may find a need for from the time to time.

ARTICLE 4- DEDICATION OF ASSETS

The properties and assets of the Corporation/Organization are irrevocably dedicated to and for non-profit purposes only. No part of the net earrings, properties, or assets of this Corporation/Organization, on dissolution or otherwise, shall inure to the benefits of any person or any members, director, or officer of this Corporation/Organization. On liquidation or dissolution, all remaining properties and assets of the Corporation/Organization shall be distributed and paid over to an organization dedicated to non-profit purposes which has established its tax-exempt status pursuant to Section 501 (c) of the code.

ARTICLE 5- BOARD OF DIRECTORS

General Powers and Responsibilities 

The Corporation/Organization shall be governed by a Board of Directors (the “Board”), which shall have the rights, powers, privileges and limitations of liability of directors of a non-profit corporation organized under the Non-profit Corporation Act of Nevada. The Board shall establish policies and directives governing business and programs of the Corporation/Organization and shall delegate to the Executive Director and Corporation/Organization staff, subject to the provisions of these Bylaws, authority and responsibility to see that the policies and directives are appropriately followed.

Number and Qualifications

The Board shall have up to 7, but no fewer than 2, Board members. The number of Board members may be increased beyond 7 members or decreased to less than 2 members by the affirmative vote of a simple majority of the then serving Board of Directors. A Board member need not to be a resident of the State of Nevada. In addition to the regular membership of the Board, representative of such other organization or individuals as the Board may deem advisable to elect shall be Ex-officio Board Members, which will have the same rights and obligations, including votes power, as the other directors. 

Board Compensation

The Board shall receive no compensation other than for reasonable expenses. However, provided the compensation structure complies with Sections relating to “Contracts Involving Board Members and/or Officers” as stipulated under these Bylaws, nothing in these Bylaws shall be construed to preclude any Board member from serving the Corporation/Organization in any other capacity and receiving compensation for services rendered.

Board Elections

The Governance Committee shall present nomination for new and renewing Board members annual. Recommendations from the Governance Committee shall be made known to the Board in writing before nominating are made and voted on. New and renewing Board members shall be approved by unanimously of those Board members at a Board meeting at which a quorum is present.

Term of Board

All appointments to the Board shall be for a term of 3 year(s). No person shall serve more than 3 consecutive terms unless a majority of the Board, during the course of a Board meeting at which a quorum is present, votes to appoint a Board member to 2 additional year(s). No person shall serve more than 3 consecutive years. After serving the maximum total number of consecutive years on the Board, a member may be eligible for reconsideration as a Board member after 4 years have passed since conclusion of such Board member’s service.

Vacancies

A vacancy on the Board of Directors may exist at the occurrence of the following conditions:

1. The death, resignation, or removal of any director;
2. The declaration by resolution of the Board of a vacancy in the office of director who has been declared of unsound mind by a final order of court, convicted of a felony, found by final order or judgement of any court to have breached a duty pursuant to the Corporation Code and/or Act of the law dealing with the standards of conduct for a director, or has missed consecutive meetings of the Board of Directors, or a total of 4 meetings of the Board during any one calendar year;
3. An increase in the authorized number of directors; or
4. The failure of the directors, at any annual or other meeting of directors at which director(s) are to be elected, to elect the full authorized number of directors.

The Board of Directors, by way affirmative vote a majority of the directors then currently in office, may remove any director without cause at any regular or special meeting, provided that the director to be removed has to be removed has been notified in writing in the manner set forth in Article 5- Meetings that such action would be considered at the meeting.

Except as provided in this paragraph any director may resign effective upon giving written notice to the chair of the Board, the President of Corporation/Organization, the Secretary of the Corporation/Organization, or the Board of Directors, unless the notice specifies a later time for the effectiveness of the resignation. If the resignation is effective at a future time, a successor may be designated to take office when the resignation becomes effective. Unless the Attorney General of Nevada is first notified, no director may resign when the Corporation/Organization would then be left without a duly elected director in charge of its affairs.

Any vacancy on the Board may be filled by vote of a two-thirds majority of the directors then in office, whether or not the number of directors then in office is less than a quorum, or by vote of a sole remaining director. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

A Board member elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.

Resignation

Each Board member shall have the rights to resign at any time upon written notice thereof to the Chair of the Board, Secretary of the Board, or the Executive Director. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof, and the acceptance of such resignation shall take effect upon receipt thereof, and the acceptance of such resignation shall not be necessary to make it effective.

Removal 

A Board member may be removed, with or without cause, at any duly constituted meeting of the Board, by the affirmative vote of a two-thirds majority of then-serving Board members.

Meetings

The Board’s regular meetings may be held at such time and place as shall be determined by the Board. The Chair of the Board or any 3 regular Board members may call a special meeting of the Board with 2 days’ written notice provided to each member of the Board. The notice shall be served upon each Board member via hand delivery, regular mail, email, or fax. The person(s) authorized to call such special meetings of the Board may also establish the place the meeting is to be conducted, so long as it is a reasonable place to hold any special meeting of the Board. 

Minutes 

The Secretary shall be responsible for the recording of all minutes of each and every meeting of the Board in which business shall be transacted in such order as the Board may determine from time to time. However, in the event that the Secretary is unavailable, the Chair of the Board shall appoint an individual to act as Secretary at the meeting. The Secretary, or the individual appointed to act as Secretary, shall prepare the minutes of the meetings, which shall be delivered to the Corporation/Organization to be placed in the minute books. A copy of the minutes shall be delivered to each Board member via either regular mail, hand delivered, emailed, or faxed within 3 business days after the close of each Board meeting.

Quorum

At each meeting of the Board of Directors or Board Committees, the presence of 7 persons shall constitute a quorum for the transaction of the business. If at any time the Board consists of an even number of members and a vote result in a tie, then the vote of the Chair of the Board shall be the deciding vote. The act of majority of the Board members serving on the Board or Board Committees unless otherwise provided by the Articles of Incorporation, these Bylaws, or a law specially requiring otherwise. If a quorum is not present at a meeting, the Board members quorum may adjourn the meeting from time to time without further notice until a quorum shall be present. However, a Board member shall be considered present via telephone or web conferencing with the other Board members participating in the meeting.

Voting

Each Board member shall only have one vote.

Proxy 

Board members shall not be allowed to vote by written proxy

Board Members Attendance

An elected Board member who is absent from 3 consecutive regular meetings of the Board during a fiscal year shall be encouraged to reevaluate with the Chair of the Board his/her commitment to the Corporation/Organization. The Board may deem a Board member who has missed 3 consecutive meetings without such a reevaluation with the Chair to have resigned from the Board.

ARTICLE 6- OFFICERS

Officers and Duties

The Board shall elect officers of the Corporation/Organization which shall include a Chair of the Board (Chief Executive Officer), President (Executive Director), Vice President, a Secretary, a Treasurer (Chief Financial Officer), and such other offices, except that neither the Secretary nor the Treasurer may serve concurrently as the Chair of the Board or the President. In addition to the duties in accordance with the Article, officers shall conduct all other duties typically pertaining to their offices and other such duties which may be required by law, Articles of Incorporation, or by these bylaws, subject to control of the Board of Directors, and they shall perform any other such additional duties which the Board of Directors may assign to them at their discretion.

The officers will be selected by the Board at its annual meeting, and shall serve the needs of the Board, subject to all the rights, if any, of any officer who may be under a contract of employment. Therefore, without any bias or predisposition to the rights of any officer that may be under any contract of employment, any officer may be removed with or without cause by the Board. All officers have the right to resign at any time by providing notice in writing to the Chair of the Board, President, and/or Secretary of the Corporation/Organization, without bias or predisposition to all rights, if any, of the Corporation/Organization under any contract to which said officer is a part thereof. All resignations shall become effective upon the date on which the written notice of resignation is received or at any time later as may be specified within the resignation; and unless otherwise indicated within the written notice a stated acceptance of the resignation shall not be required to make the resignation effective. 

Any and all vacancies in any office because of death, resignation, disqualification, removal, or for any other cause, shall be filled in accordance to the herein prescribed bylaws for regular appointments to such office. The compensation, if any, of the officers shall be fixed or determined by resolution of the Board of Directors.

Chair of the Board (Chief Executive Officer)

It shall be the responsibility of the Chair of the Board, when present, to preside over all meetings of the Board of Directors and Executive Committee. The Chair of the Board is authorized to execute, in the name of the Corporation/Organization, any and all contracts or other documents which may be authorized, either generally or specifically, by the Board to be executed by the Corporation/Organization, except when required by law that the President’s signature must be provided.

President (Executive Director)

It shall be the chief executive officer of the Corporation/Organization, shall have general and active management of the business of the Corporation/Organization and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall also preside at all meetings of the shareholders and the Board of Directors. 

The President shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation/Organization, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation/Organization.

Vice Presidents

The Vice Presidents, in the order designated by the Board of Directors, or in the absences of any designation, then in the order of their election, during the absence or disability of or refusal to act by the President, shall perform the duties and exercise the powers of the President and shall perform such other duties as the Board of Directors shall prescribe.

Secretary 

The Secretary shall attend all meetings of the Board of Directors and all meetings of the shareholders and record all the proceedings of the meetings of the Corporation/Organization and of the Board of Directors in a book to be kept for that purpose, and shall perform like duties for the standing committees when required. The Secretary shall give or cause to be given, notice of all meetings of the shareholde4rs and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision the Secretary shall be. The Secretary shall have custody of the corporate seal of the Corporation/Organization and the Secretary shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation/Organization and to attest the affixing by his signature. 

Treasurer 

The Treasurer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation/Organization; and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation/Organization in such depositories as may be designated by the Board of Directors.

The Treasurer shall disburse the funds as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the possession or under the control of the Treasurer belonging to the Corporation/Organization.

If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office of Treasurer, and for the restoration to the Corporation, in the case of the Treasure’s death, resignation, retirement or removal from the office, of all books, papers, vouchers, money and other property of whatever kind in the possession or under the control of the Treasure belonging to the Corporation.

ARTICLE 7- COMMITTEES

Committees of Directors

The Board of Directors may, by resolution adopted by a majority of the directors then in office, provided that a quorum is present, designate one or more committees to exercise all or a portion of the authority of the Board, to the extent of the powers specifically delegated in the resolution of the Board or in these bylaws. Each such committee shall consist of two (2) or more directors, and may also include persons who are not on the Board but whom the directors believe to be reliable and competent to serve at the specific committee. However, committees exercising any authority of the Board of Directors may not have non-director members. The Board may designate one or more alternative members of any committee who may replace any absent member at any meeting of the committee. The appointment of members or alternate members of a committee requires the vote of a majority of the directors then in office, provided that a quorum is present. The Board of Directors may also designate one or more advisory committees that do not have the authority of the Board. However, no committee, regardless of Board resolution, may:

1. Approve of any action that, pursuant to applicable Law, would also require the affirmative vote of the members of the Board if this were a membership vote.
2. Fill vacancies on, or remove the members of, the Board of Directors or any committee that has the authority of the Board.
3. Fix compensation of the directors serving on the Board or any committee.
4. Amend or repeal the Articles of Incorporation or bylaws or adopt new bylaws.
5. Amend or repeal any resolution of the Board of Directors that by its express terms is not so amendable or repealable.
6. Appointment any other committees of the Board of Directors or their members. 
7. Approve a plan of merger, consolidation, voluntary dissolution, bankruptcy, or reorganization; or a plan for the sale, lease, or exchanges of all or considerably all of the property and assets of the Corporation/Organization otherwise than in the usual and regular course of its business; or revoke any such plan.
8. Approve any self-dealing transaction, except as provided pursuant to law. 

Unless otherwise authorized by the Board of Directors, no committee shall compel the Corporation/Organization in a contract or agreement or expend Corporation/Organization funds.

Meetings and Actions of Committees 

Meeting and actions of all committees shall be governed by, and held and taken in accordance with, the provisions of Article 5- Board of Directors of the bylaws concerning meetings and actions of directors, with such changes in the context of those bylaws as are necessary to substitute the committee and its members of the Board of Directors and its members, except that the time for regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee. Special meeting of committees may also be called by resolution of the Board of Directors. Notice of special meetings of committees shall also be given to any all-alternate members, who shall have the right to attend all meetings of the committee. Minutes shall be kept of each meeting of any committee and shall be filed with the Corporation/Organization records. The Board of Directors may adopt rules not consistent with the provisions of these bylaws for the governance of any committee.

Executive Committee

Pursuant to Article 7- Committee of Directors, the Board may appoint an Executive Committee composed of a minimum of 5 directors, one of whom shall be the Chair of the Board and another shall be either the Secretary, or the Treasurer, to serve on the Executive Committee of the Board. The Executive Committee, unless limited in a resolution of the Board, shall have and may exercise all the authority of the Board in the management of the business and affairs of the Corporate/Organization between meetings of the Board, provided, however, that the Executive Committee shall not have the authority of the Board in reference to those matters enumerated in Article 7- Committee of Directors. The Secretary of the Corporation/Organization shall send to each director a summary report of the business conducted in any meeting of the Executive Committee.

Audit Committee

The Board, at the sole discretion, shall appoint an Audit Committee, which shall otherwise govern any committee's operations, and may be comprised of one or more persons including persons other than directors of the Corporation/Organization. 

The membership of the Audit Committee shall not include the following persons:

1. The Chair of the Board of the Board;
2. The Treasurer of the Corporation/Organization;
3. Any employee of the Corporation/Organization; or
4. Any person with a material financial interest in any entity doing business with the Corporation/Organization.

In the event that the Board should appoint a Finance Committee, the members of said Finance Committee must comprise less than one-half (1/2) of the membership of the Audit Committee, and the Chair of the Finance Committee shall not serve on the Audit Committee.

The Audit Committee shall make recommendations to the Board of Directors regarding the hiring and termination of an auditor, who shall be an independent certified public accountant, and may be authorized by the Board to negotiate the auditor’s salary.

Loans

The Corporation/Organization shall not make any loan of money or property to, or guarantee the obligation of, any director or officer, unless approved by the Nevada Attorney General; provided, however, that the Corporation/Organization may advance money to a director or officer of the Corporation/Organization or any subsidiary for expenses reasonably anticipated to be incurred in the performance of the duties of such officer or director so long as such individual would be entitled to be reimbursed for such expenses absent that advance. 

Conflict of Interest 

The purpose of the conflict-of-interest policy is to protect this Corporation/Organization interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director, or that might otherwise result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable corporation/organization and is not intended as an exclusive statement of responsibilities.

Restriction on Interested Directors

Not more than 0% (percent) of the persons serving on the Board of Directors at any time may be interested persons. An interested person (1) any person currently being compensated by the Corporation/Organization for services rendered to it within the previous twelve (12) months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director; and (2) any brother, sister, parent, ancestor, descendent, spouse, brother-in-law, sister-in-law, son-in-law, mother-in-law, or father-in-law of any such person. However, any violation of the provisions of this section shall not affect the validity or enforceability of any transaction entered into by the interested person.

Duty to Disclose

In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors who are considering the proposed transaction or arrangement.

Establishing Conflict of Interest

After the disclosure of the financial interest and all materials facts, and after any discussion with the interested person, the interest person shall leave the Board meeting while the potential conflict of interest is discussed and voted upon. The remaining Board members shall decide if a conflict of interest exists.

Addressing a Conflict of Interest 

In the event that the Board shall establish that a proposed transaction or arrangement establishes a conflict of interest, the Board shall then proceed with the following actions:

1. Any interested person may render a request or report at the Board meeting, but upon completion of said request or report the individual shall be excused while the Board discusses the information and/or material presented and then votes on the transaction or arrangement proposed involving the possible conflict of interest.
2. The Chair of the Board shall, if deemed necessary and appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
3. After exercising due diligence, the Board shall determine whether the Corporation/Organization can obtain with reasonable efforts a more 

advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

Violations of Conflict-of-Interest Policy

Should the Board have reasonable cause to believe an interested person has failed to disclose actual or possible conflicts of interest, the Board shall then inform the interested person of the basis for such belief and afford the interested person an opportunity to explain the alleged failure to disclose.

If, after hearing the interested person’s explanation, and after making further investigation as may be warranted in consideration of the circumstances, the Board determines the interested person intentionally failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Procedures and Records 

All minutes of the Board Meetings, when applicable, shall contain the following information:

1. The names of all the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Board’s decision as to whether a conflict of interest in fact existed.
2. The names of the persons who were present for discussions and any votes relating to the transaction or arrangement, the content of the discussions, including any alternatives to the proposed transaction or arrangement, and a record of any vote taken in connection with the proceedings.

Acknowledgement of Conflict-of-Interest Policy 

Each director, principal officer, and member of a committee with Board delegated powers shall be required to sign a statement which affirms that such person:

1. Has received a copy of the conflict-of-interest policy
2. Has read and understands the policy;
3. Has agreed to comply with the policy; and
4. Understands that the Corporation/Organization is charitable, and in order to maintain its federal tax exemption, it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Violation of Loyalty- Self-Dealing Contracts

A self-dealing contract is any contract or transaction (i) between this Corporation/Organization and one or more of its directors, or between this Corporation/Organization and any corporation, firm, or association in which one or more of the Directors has materials financial interest (“Interested Director”) or (ii) between this Corporation/Organization and a corporation, firm, or association of which one or more of its directors are Directors of this Corporation/Organization. Said self-dealing shall not be avoid or voidable because such Director (s) of corporation, firm, or association are parties or because said Director(s) are present at the meeting of the Board of Directors or committee which authorizes, approves or ratifies the self-dealing contract, if:

a) Contracts between a director and the corporation: ANY contract or transaction directly between the corporation and one or more of its directors is subject to the requirements. The director involved in such a contract is called an “interested director,” and it is presumed that the director’s interest is material.

Typically, a material interest includes compensation arrangements, stock option agreements, buying or selling assets, leasing property or similar actions that produce a financial benefit for the director.

b) Contracts with another company in which the director has “material financial interest”: A contract or other transaction with another entity is also subject to the requirements below if a director has a “material financial interest” in such a firm. An example would be a company board member who is also an executive of an investment group, such as a private equity firm, that has taken an ownership stake in the company.

ARTICLE 8- FISCAL YEAR

The fiscal year for this Corporation/Organization shall end on December 31.

ARTICLE 9- AMENDMENTS AND REVISIONS

These bylaws may be adopted, amended, or repealed by the vote of a simple majority of the directors then in office. Such action is authorized only at a duly called and held meeting of the Board of Directors for which written notice to such meeting, setting forth the proposed bylaws revisions with explanation therefore, is given in accordance with these bylaws. If any provision of these bylaws requires the vote of a larger portion of the Board than is otherwise required by law, that provision may not be altered, amended or repealed by that greater vote.

ARTICLE 10- CORPORATE/ORGANIZATION SEAL

The Board of Directors may adopt, use and alter a corporation/organization seal. The seal shall be kept at the principal office of the Corporation/Organization. Failure to affix the seal to any corporation/organization instrument, however, shall not affect the validity of that instrument.