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HomeMy WebLinkAboutAgenda - 06-03-2003 - 8cORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: June 3, 2003 Action Agenda Item No. SUBJECT: Central Orange Adult Day Health Center's Non-profit Agency By-Laws DEPARTMENT: Aging PUBLIC HEARING: (Y/N) No Advisory Board on Aging ATTACHMENT(S): Draft By-Laws INFORMATION CONTACT: Jerry Passmore, Director, ext. 2009 Steve Reda, Adult Day Health Center Manager, ext. 2017 Florence Soltys, Chair, Advisory Board on Aging, 962-4541 Jack Chestnut, Vice-Chair, Advisory Board on Aging, 918-3210 TELEPHONE NUMBERS: Hillsborough 732-8181 Chapel Hill 968-4501 Durham 688-7331 Mebane 336-227-2031 PURPOSE: To review and approve with any changes the draft by-laws for the non-profit agency to operate the Central Orange Adult Day Health Center. BACKGROUND: Establishing an adult day health program was one of the top priorities (Goal III-A, c1-3) identified in the Master Aging Plan for Orange County. In FY 2002-03, the Board of County Commissioners approved the adult day health initiative and set aside $40,000 to plan and implement the adult day health center initiative. After completing the planning phase (special facility design, renovations, furniture purchase, health and facility inspections, program policies, funding support, staffing contracts, transportation and food service arrangements, and local and state certifications), the Adult Day Health Center open in March, 2003 at 515 Meadowlands Drive, Hillsborough next to the Central Orange Senior Center. From the beginning, it was agreed that the Adult Day Health Center Initiative would be a community partnership, not an on-going County program. Anon-profit agency would be establish to take over the adult day health program as well as operate other programs identified in the Master Aging Plan (MAP) that serve the frail and disabled older adults. (See Program Report provided to BOCC at May 20' 2003 regular meeting). The Advisory Board on Aging with Department on Aging (DOA) staff and attorney Steve Lackey (pro-bona service) are now ready to proceed with the incorporation of a new non-profit organization to assume Center operation from the County by January, 2004. 2 In establishing the new non-profit agency, the BOCC will need to consider the following organizational elements: (1) Name -- Senior Care, Inc. is suggested to reflect population to be served, (2) Purposes -focus is on serving the frail and disabled older adults, (3) Membership - No members are suggested other than a Board of Directors, (4) Management -This would be vested in a maximum eighteen (18) member board serving three year terms, (4) Types of Board appointments -representatives from County Government, Carol Woods, UNC Hospitals and the community at large representing a variety of disciplines with expertise in gerontology, finance, marketing, personnel and law, (5) Dissolution -- All assets of the corporation would be conveyed to Orange County. FINANCIAL IMPACT: The Advisory Board on Aging has recommended maintaining a $40,000 County level funding for FY 2003-04 with a gradual reduction over time as federal/state reimbursement rates increase to support low-income participants. RECOMMENDATION(S): The Manager recommends that the Board approve the by-laws, subject to final review by the County Attorney, with changes as discussed by the Board, and direct the Advisory Board and DOA staff to proceed in the formation of the new non-profit agency. 3 Dec.z~u~ DRAFT BYLAWS OF SENIOR CARE, INC. ARTICLE I OFFICES Section 1. corporation shall Carolina Principal Office. The principal office of the be located at North Section 2. Registered Office. The initial registered office of the corporation shall be identical with the principal office of the corporation. The registered office of the corporation required by law to be maintained in the State of North Carolina may be, but need not be, identical with the principal office, and shall be designated from time to time by the Board of Directors. ARTICLE II MEMBERS Section 1. Membership. The corporation shall not have members. ARTICLE III PURPOSE AND POWERS Section 1. Purpose. This shall be a non-profit organization, organized exclusively for charitable, educational and scientific purposes, and operated for the purposes of: 1. Establishing services for frail or disabled older adults in ,Orange County, North Carolina, in an effort to supplement the similar efforts of public .agencies and other non-profit organizations; 2. Advocating for services to frail or disabled older adults in community settings that support personal independence and promote social, physical, emotional and spiritual well being; 3. Operating or supporting programs to provide services. designed to enable aging frail, disabled or handicapped adults to remain in their own homes or to return to their own homes; 4 ' 4. Developing an employment pool for Certified Nursing Assistants for service to frail or disabled older adults in Orange County, North Carolina; 5. Educating the general public about the needs of he frail or disabled older adult population; 6. Receiving financial or other support from the general public, private businesses, foundations and educational or governmental entities; and, 7. Distributing resources, in the regular course of business, to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code or a corresponding section of any future federal tax code. Section 2. Powers. The Corporation shall have all the powers granted non-profit corporations under the laws of the State of North Carolina. Notwithstanding anything herein to the contrary, the Corporation shall exercise only such powers as are in furtherance of the exempt purposes of organizations set forth in the sub-section of the Internal Revenue Code under which the Corporation chooses to qualify for exemption, as the same exists at the time of such qualification, or as it may be amended from time to time. ARTICLE IV BOARD OF DIRECTORS Section 1. General Management. The business and affairs of the corporation shall be managed by its Board of Directors. Section 2. Number. The number of Directors constituting the Board of Directors shall be no less than 9 (nine) and no more than 18 (eighteen), and initially shall consist of 9 (nine). The initial directors shall be identified and instated at an organizational meeting of the incorporators identified in the Articles of Incorporation. At the organizational meeting of the initial directors or at any subsequent annual or special meeting of the directors, the Board of Directors may increase its members by increments of 3 (three), up to the maximum of 18 (eighteen), provided, increases in the number of Directors may not exceed 3 (three) in any twelve month period. Section 3. Qualification. The Board shall consist of three designated positions, to filled as follows: A. One director shall be the Director of the Orange County, North Carolina, Department on Aging. In lieu of serving, the Director of the Department on Aging may appoint an individual from within that organization to serve in his or her stead. B. One director shall be the County Manager for Orange County, North Carolina. In lieu of serving, the County Manager may appoint an individual from within County Government to serve in his or her stead. 5 C. One director shall be a County Commissioner for Orange County, North Carolina. In lieu of serving, the County Commissioners may appoint an individual from Orange County to serve in their stead. The Board shall consist of two appointed positions, to be filled as follows: A. One director shall be appointed by the Board of Directors of Carol Woods Retirement Community in Chapel Hill, North Carolina. B. One director shall be appointed by the President and Chief Operating Officer of the University of North Carolina Hospitals in Chapel Hill,. North Carolina. The remaining Directors shall be designated herein as "at large" and shall be nominated and instated as provided herein. Directors need not be residents of the State- of North Carolina. However, the Corporation shall recruit as nominees for at large Director positions, in addition to the designated and appointed Directors, individuals from Orange County Government, Carol Woods Retirement Community, The Friends of the Senior Center, Inc. and the general Orange County community. In order to carry out the work of the board, the directors "at large" should represent a variety of disciplines with expertise in gerontology, finance, marketing, personnel and law. Section 4. Term. By casting of lots, The initial Directors shall be divided into three (3) classes of three directors each, to serve in the first instance for terms of one, two and three years, respectively. Thereafter the successors in each class of directors shall be elected to serve for terms of three (3) years and until their successors shall be appointed and shall qualify. There shall be no limit on the terms of designated or appointed Directors. At Large Directors may serve two successive three (3) year terms. Thereafter, such a Director again shall become eligible for Board membership after one year from the actual termination of his or her prior membership to the Board. In the event. of death, resignation, retirement, removal or disqualification of a Director during his or her elected term of office, his or her successor shall be elected to serve until the expiration of the term of his or her predecessor. Notwithstanding the stated terms of the directors, each director shall hold office until his successor shall have been elected and qualified, or his death, resignation, retirement, removal or disqualification. Section 5. Removal. A designated Director may be removed by an amendment to these Bylaws, as provided herein, deleting or changing the provisions of this Article containing the designation. An appointed Director, including a director appointed by the Director of the Orange County Department on Aging or the Orange County Manager,. may be removed with or without cause by the person or entity appointing the Director. An at large Director may be removed at any time for cause or for the good of the corporation by a vote of two- thirds of the Directors eligible to vote.. If any such at large 6 directors are so removed, new at large directors may be elected at the same meeting. Section 5. Vacancies. Any vacancy occurring in designated or appointed Director positions shall be filled as provided in Section 3 of this Article. Any vacancy occurring among the at large Director positions may be filled by the affirmative vote of a majority of the remaining Directors of the corporation (even though less than a quorum) or by the sole remaining Director. A Committee on Nominations appointed by the Chairman of the Board shall present a slate of at large Directors prior to the Annual Meeting. The proposed slate shall be included with the Notice mailed prior to such meeting. Nominations may be made from the floor, provided the nominee has been consulted. A Director a unexpired term of to be filled by authorized number annual meeting or purpose. elected to fill a vacancy shall be elected for the his or her predecessor in office. Any Directorship reason of an expired term or an increase in the of Directors shall be filled only by election at an at a special meeting of the members called for that Section 6. Chairman of the Board. The President of the corporation shall be the Chairman of the Board of Directors. The Chairman shall preside at all meetings of the Board of Directors and perform such other duties as may be directed by the Board. Section 7. Committees of the Board. The Board of Directors, by resolution adopted by a majority of the number of Directors fixed by these Bylaws, may designate the officers of the Corporation as an Executive Committee and may designate standing committees, each of which shall have and may exercise the authority of the Board of Directors to the extent authorized by law and provided in such Resolution. The designation of any committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility or liability imposed upon it or him or her by law. In addition to any such Standing Committees of the Board, there may. be such other committees and/or task forces as the President and Board of Directors shall appoint annually to carry out the work of the corporation. ARTICLE V MEETINGS OF DIRECTORS Section 1. Location of Meetings. All meetings of the Board of Directors shall be held at the principal office of the corporation or at such other place as shall be designated by the Notice of the meeting, or as agreed upon by the Board. Section 2. Annual Meeting. The Directors shall hold an Annual Meeting in January of each year for the purpose of adopting the budget for the following calendar year and transacting other business to come before the Board.- Annual Reports shall be presented at the meeting by the President, Secretary and Treasurer, and by the Chairpersons of any Standing Committees; provided that presentation of the Treasurer's report may be delayed until a regular meeting of the Board to be held in March to allow time for its preparation after the end of the fiscal year. Section 3. Regular Meetings. In addition to the Annual Meeting, the Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings. Section 4. Special Meetings. Special. meetings of the Board of Directors may be called by or at the request of the President or any two Directors. Such a meeting may be held as fixed by the person or persons calling the meeting. Section 5. Notice of Meetings. Regular meetings of the Board of Directors may be held without notice. The person or persons calling a special meeting of the Board of Directors shall, at least fourteen (14) days before the meeting, give notice thereof by any usual means of communication. Such notice shall specify the purpose for which the meeting is called. Section 6. Waiver of Notice. Any Director may waive notice of any meeting. The attendance by a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Section 7. Quorum. A majority of the number of Directors fixed by these Bylaws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.. Section 8. Manner of Acting. Except as otherwise provided in these Bylaws, the act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Section 9. Action Without Meeting. An action to be taken at a Board of Directors' meeting may be taken without a meeting if the action is taken by all members of the Board. The action shall be evidenced by one or more written consents signed by each Director before or after such action, describing the action taken, and included in the minutes or filed with the corporate records reflecting the action taken. The action taken under this section is effective when the last Director signs the consent, unless the consent specifies a different effective date. A consent signed under this section has the effect of a meeting vote and may be described as such in any document. 8 Section 9. Limited Liability. Any person serving as a Director of the corporation shall be immune, individually, from civil liability for monetary damages (except to the extent that the same are covered by insurance) for any act or failure to act arising out of his or her services as a Director unless such action or inaction falls within the list of exceptions to such immunity set forth in N.C.G.S. 55A-8-60. In addition, Directors may be indemnified from personal liability as provided generally in N.C.G.S. 55A, Article 8, Part 5, and Directors shall be indemnified from personal liability as provided in N.C.G.S. 55A-8-52. Section 10. Presumption of Assent. A Director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her contrary vote is recorded or his or her dissent is otherwise entered in the Minutes of the Meeting or unless he or she shall file a written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action. ARTICLE VI OFFICERS Section 1. Officer-Directors. The officers of the corporation shall consist of a President, a Vice-President, a Secretary, a Treasurer, an Assistant Treasurer and such other Vice Presidents, Assistant Secretaries, Assistant Treasurers, and other officers as the Board of Directors may from time to time elect. All Officers shall be members of the Board of Directors. Section 2. Election and Term. The officers of the corporation shall be elected by the Board of Directors at the Annual Meeting and each officer shall hold office for one year or until his or her successor shall have been elected and qualified. A Committee on Nominations appointed by the Chairman of the Board shall present a slate of Officers prior to the Annual Meeting. The proposed slate shall be included with the Notice mailed prior to such meeting. Nominations may be made from the floor, provided the nominee has been consulted. Vacancies occurring during the term of office shall be filled by a vote of the Board at a Regular or Special Meeting upon nominations submitted by a Committee on Nominations. Nominations may be made from the floor, provided the nominee has been consulted. Section 3. Removal. Any officer may be removed from his or her post as officer by majority vote of the Board whenever in its judgment the best interests of the corporation will be served thereby. Such person may request rehearing by the Board of Directors if at least one 9 Director who voted for removal at the next regular meeting of the Board of Directors moves for reconsideration and such motion is seconded and carried by majority vote of the Board. Section 4. Bonds. The Board of Directors may by resolution require any officer, agent, or employee of the corporation to give bond to the corporation, with sufficient sureties, conditioned on the faithful performance of the duties of his respective office or position, and to comply with. such other conditions as may from time to time be required by the Board of Directors. Section 5. President. The President shall preside at all meetings of the Board of Directors; shall represent the corporation to the general public, shall serve as ex-officio member of all committees (except the Committee on Nominations), and shall present an annual report. He or she shall sign, with the Secretary, or any other proper officer of the corporation thereunto authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general he or she shall perform all duties incident to the office of the President and such other duties as may be prescribed by the Board of Directors from time to time. Section 6. Vice President. In the absence of the President or in the event of his or her death or inability to act, a duly elected Vice President may perform the duties of the President, and when so acting shall have all of the powers of and be subject to all of the restrictions upon the President. Such a Vice President may perform such other duties as from time to time may be assigned to him or her by the President or the Board of Directors. Section 7. Secretary. The Secretary shall: (a) keep the Minutes of the meetings of the Board of Directors; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the minutes of all committees (in one or more books provided for that purpose) and of other corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized; (d) keep a register of the post office address of each director which shall be furnished to the Secretary by such director; and (e) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors. Section 8. Treasurer. The Treasurer shall, if practical, be a bookkeeper/accountant and shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; receive an give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the 10 corporation in such depositories as shall be selected in accordance with the provisions of Section 4 of Article VII of these Bylaws; (b) prepare, or cause to be prepared, monthly reports to be given at each meeting of the Board of Directors, and a true statement of the corporation's assets and liabilities as of the close of each fiscal year, all in reasonable detail, which statement shall be made and filed at the corporation's registered office or principal place of business in the State of North Carolina within four (4) months after the end of such fiscal year and kept available there for a period of at least ten years; (c) in conjunction with the staff and/or a Committee on Finance appointed by the Board, prepare the annual budget; and (d) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors, or by these Bylaws. Section 9. Assistant Treasurer. The Assistant Treasurer shall serve at the direction of the Treasurer and assist the same with the fulfillment of his or her duties. Section 10. Limited Liability. Officers may be indemnified from personal liability as provided generally in N.C.G.S. 55A, Article 8, Part 5, and Officers shall be indemnified from personal liability as provided in N.C.G.S. 55A-8-52. ARTICLE VII STAFF The staff may consist of an Executive Director or Coordinator and such other staff as may be necessary to carry out the functions of the corporation, as the Board of Directors shall determine from time to time. The Executive Director or Coordinator .shall be responsible to the Board of Directors. All other paid staff shall be responsible to the Executive Director or Coordinator. ARTICLE VIII CONTRACTS, LOANS, CHECKS, AND DEPOSITS Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. All such contracts shall be in accordance with the annual budget approved by the Board of Directors at its Annual Meeting. Section 2. Loans. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. ii Section 3. Checks and Drafts. All checks, drafts or other orders .for the payment of money, issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such depositories as the Board of Directors may select. ARTICLE IX GENERAL PROVISIONS Section 1. Seal. The corporate seal of the corporation shall consist of two concentric circles between which is the name of the corporation and in the center of which is inscribed SEAL; and such seal, as impressed on the margin hereof, is hereby adopted as the corporate seal of the corporation. Section 2. Waiver of Notice. Whenever any notice is required to be given to any Director by law, by the charter or by these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice. Section 3. Fiscal Year. The fiscal year of the corporation shall be the calendar year, from January 1st to December 31st. Section 4. Amendments. After thirty (30) days written notice to all Directors, these Bylaws may be amended or repealed and new Bylaws may be adopted by the affirmative vote of a two-thirds majority of the Board of Directors present and voting at any Regular, Annual or Special Meeting duly and properly called. The notice of any such meeting shall include notice that a vote to amend or repeal the Bylaws (as the case may be) shall be taken at such meeting and a copy of the proposed change. Provided, the terms of (i) Article IX, Section 8, entitled "Liquidation of Assets," (ii) Article IV, Section 3, entitled "Qualification," and (iii) Article IX, Section 4, entitled " Amendments" may be amended or repealed only by unanimous vote of all Directors in office at the time of such action. Section 5. Parliamentary Authority. Roberts Rules of Order, Newly Revised, shall govern in all cases where they do not conflict with the Bylaws. Section 6. Objectives of Corporation. This corporation has been organized for the purposes set forth in the Articles of Incorporation and these Bylaws. No substantial part of the activities of the corporation shall be carrying on of propaganda, or otherwise attempting to influence legislation and the Corporation shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provisions of 12' . these Bylaws, the Corporation shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from Federal income tax under section. 501(c)(3) of the Internal Revenue Code or a corresponding provision of any future Federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding provision of any future Federal tax code. Section 7. Non Profit Corporation. No part of the net earnings shall inure to the benefit of or be distributable to its officers, directors or other persons in similar positions except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein. Section 8. Liquidation of Assets. In the event of dissolution of the Corporation, the Board of Directors for said purpose shall, after paying or making provision for the payment of all the liabilities and obligations of the Corporation, transfer and convey all remaining assets of the Corporation to a governmental agency with an exempt purpose within the meaning of section 501(c)(3) of the Internal Revenue Code (or a corresponding section of any future Federal tax code) which is also a purpose similar to that of the Corporation, or transfer and convey all remaining assets of the Corporation to Orange County, a body politic of the State of North Carolina, for exclusively public purposes. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas (known in the State of North Carolina as the Superior Court) of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. FN:senior care bylaws-revisedDec2002