HomeMy WebLinkAboutAgenda - 11-05-2003-9aORANGE COUNTY
BOARD OF COMMISSIONERS
ACTION AGENDA ITEM ABSTRACT
Meeting Date: November 5, 2003
Action Agend~ aQ
Item No.
SUBJECT: Articles of Incorporation and By-Laws to Establish Senior Care, Inc.
DEPARTMENT: Aging PUBLIC HEARING: (Y/N) No
Advisory Board on Aging
ATTACHMENT(S):
New Agency By-Laws and Incorporation
Papers
Letters of Support
Status Report on Adult Day Health
Center Program
INFORMATION CONTACT:
Jerry Passmore, Director, ext, 2009
Jack Chestnut, Chair, Advisory Board on
Aging, 918-3210
Florence Soltys, Vice-Chair, 962-4.541
Steve Lackey, Pro bono Attorney
TELEPHONE NUMBERS:
Hillsborough 732-8181
Chapel Hill 968-4501
Durham 688-7331
Mebane 336-227-2031
PURPOSE: To approve the proposed By-Laws and Articles of Incorporation for a new non-
profit agency, Senior Gare, Inc„ to advocate, support, and/ar operate services for frail and
disabled older adults, and to receive a Status Report on the Adult Day Health Program, a
county and community initiative to be assumed by Senior Care, Inc.
BACKGROUND: It was discussed early on that a new non-profit agency would be created to
assume operation of the Adult Day Health Program, and that the Program would be among
several ventures that the non-profit would seek to advocate, develop, and/or operate on behalf
of frail and disabled older adults throughout Orange County, especially those wanting to remain
in or return to their awn homes, The Advisory Board on Aging is now ready to move forward
and make that non-profit, titled Senior Care, Inc., a reality,
The service goals of Senior Care, Inc, will include 1) developing an employment pool for
certified nursing assistants (CNA's) and personal care aides (PCA's) in the home setting at an
affordable price; 2) educating the general public about the needs of the target population; and
3) receiving financial or other support from the public, private businesses, foundations and
educational or governmental entities. These goals are consistent with the County's interest in
promoting affordable and professional human services by supporting creative partnerships that
address access and affordability for the frail elderly and the least advantaged throughout the
entire community.
The Advisory Board on Aging, with assistance from the Department on Aging staff and pro bono
legal support from Steve Lackey (a local attorney and Chair of the Orange County United Way
Senior Issues Team), is requesting the Board of County Commissioners' consideration of draft
z
By-Laws and Articles of Incorporation for establishing Senior Care, Inc. (See attached Draft
By-Laws and Articles of Incorporation.) Carol Woods and UNC Hospitals have submitted
support letters to participate on the board of directors for the new non-profit agency,. (See
attached Letters of Support.). Steve Lackey will be present at the meeting to address any
questions pertaining to the By-Laws, Articles of Incorporation, and membership of the Board of
Directors..
The Master Aging Plan for Orange County identified establishing an Adult Day Health Program
to help enable aging frail, disabled or handicapped adults to remain in their own homes or to
return to their own homes as a top priority. In FY 2002-03, the Board of County Commissioners
approved seed funding in the amount of $40,000 to plan and initiate the program within the
Department on Aging. Apart-time planner was hired to direct the necessary planning and
oversee the renovation of the Meadowlands Drive site location.
Renovations and special facility requirements were completed in Fall 2002 and the Program
began official operation March 28, 2003. The Program currently has enrolled fourteen
participants who come on full and half-day schedules, and it can handle up to 10 participants
per day. Several community organizations have contributed to the founding of the Program
including:
1) Carol Woods provided administrative costs;
2) Friends far the Senior Center in Central Orange covered utility costs;
3) UNC School of Nursing supplied contract nursing services, and
4) UNC Health Care provided supplemental funds for low-income participants. (See
attached Status Report.)
FINANCIAL IMPACT: The Advisory Board on Aging is recommending that the Board of County
Commissioners consider in future budget deliberations maintaining an annual funding level of
$40,000 for the Adult Day Health Program aver the next several years, with a gradual reduction
as federal/state reimbursement rates increase to support low income participants and the non-
profit seeks increased financial support from the private sector. They cite the business need to
serve sliding scale, lower income participants and private full pay participants both, while
maintaining financial solvency. The new non-profit, Senior Care, Inc., would submit an annual
grant request to the County as do other outside agencies.
RECOMMENDATION(S): The Manager recommends that the Board approve the proposed
By-Laws and Articles of Incorporation for the establishment of the new non-profit, Senior Care,
Inc. and receive the Status Report on the Adult Day Health Program.
BYLAWS
OF
SENIOR CARE, INC.
ARTICLE I
OFFICES
Section 1. Principal Office. The principal office of the
corporation shall be located at 515 Meadowland Drive, Suite ?00,
Hillsborough, North Carolina 27278,
Section 2. Recxistered 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, 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 the
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
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Revenue Code or a corresponding section of any future
federal tax code.
Section Z. 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 two
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.
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 Executive 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 pr~v~,ded therein. Directors need
not be residents of the State of North. ~WHo~ever, the Corporation
shall recruit as nominees for ~t large Director positions, in addition
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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
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 Chair 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 elected to fill a vacancy shall be elected for the
unexpired term of his or her predecessor in office. Any Directorship
to be filled by reason of an expired term or an increase in the
authorized number of Directors shall be filled only by election at an
annual meeting or at a special meeting of the members called for that
purpose,
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Section 6. Chair of the Board. The President of the
corporation shall be the Chair of the Board of Directors, The Chair
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 Meetinas, 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, All meetings shall be open
to the general public and make provision for public comment.
Section 2. Annual Meetinc. 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. Reaular Meetinas, 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 Meetinas. 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 Meetinas.. 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
7
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.. uorum, A majority of the number of Directors fixed
by these Bylaws shall constitute a quortam 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. In circumstances where a lack
of action would cause prejudice or hardship to the Corporation and
circumstances dictate that action be taken before a meeting of the
Board can be called, 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..
Section 10. 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. S5A-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.
SSA-8-52.
Section 11 .. 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,
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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 Chair 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
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.
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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: (aj 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
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 1Q., Limited Liability, Officers may be indemnified from
personal liability as provided generally in N,C.G.S. SSA, Article 8,
Part 5, and Officers shall be indemnified from personal liability as
provided in N,C.G,S. S5A-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 Corporation shall be authorized and empowered to pay
reasonable compensation for services rendered in furtherance of the
purposes set forth herein. The Board of Directors shall have the
authority to review and set the compensation for any stall member. 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.
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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,
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, and subject to the approval requirement stated herein,
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, no amendment of these By-laws shall be effective
unless and until it is approved in writing by a majority of the then
sitting Board of County Commissioners for Orange County, North
Carolina.
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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
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. Merger Acquisition, Sale of Assets and Purchase of
Assets. The Corporation may not effect a merger with any other
corporation or entity, or acquire another corporation or entity, or
consent to the acquisition of the Corporation by any other
corporation, entity or individual, or allow the sale of all, or
substantially all, of the Corporation's assets to any other
corporation, entity or individual, or purchase all or substantially
all of another corporation or entities assets, without the unanimous
vote of all directors in office at the time such action is undertaken.
Section 9. Liquidation of Assets. In the event of dissolution
of the Corporation, by merger, acquisition or sale of assets, 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.
Senior Care bylaws revised-NovZ003
State of North Carolina 12
Depaztment of the Secretary of State
ARTICLES OF INCORPORATION
NONPROFTT CORPORATION
Pursuant to §SSA-2-02 of the General Statutes of North Carolina, the undersigned corporation does hereby submit these Articles of
Incorporation for the purpose of forming a nonprofit corporation,
The name of the corporation is: Senior Care, Inc.
XX (Check only if applicable.) The corporation is a charitable or religious corporation as defined in NCGS §SSA-1
40(4).
3. The street address and county of the initial registered office of the corporation is:
Number and Street 515 Meadowland Drive, Suite 400
City, State, Zip Code FIillborouoh, N.C. 27278 County Orange
4, The mailing address if different front the street address of the initial registered office is:
1173
5 The name of the initial registered agent is:
M. Passmore
6. The name and address of each incorporator is as follows:
Florence Gray Soltys, Campus Box 3550, 301 Pittsboro St., UNC, Chapel Hill, N,C. 27599-.3550
.Jack Chestnut, 750 Weaver Dairy Road, Chapel Hill, N.C. 27514
Jerry M Passmore, P.O. Box 8181, Hillsborough, N C. 27278
7 (Check either a or b below.)
a. _ The corporation will have members.
b X The corporation will not have members.
8 Attached are provisions regarding the distribution of the corporation's assets upon its dissolution,
9. Any other provisions which the corporation elects to include are attached.
10. The street address and county of the principal office of the corporation is:
515 Meadowland Drive, Suite 400, Hillsborough, N.C. 27278 County Orange
1 I. The mailing address if differeat from tke street address of the principal office is:
n/a
Revised January 2000
Form N-Ol
CORPORATIONS DIVISION P.O. BOX 29622 RALEIGH, NC 27626-0622
12. These articles will be effective upon filing, unless a later time and/or date is
This is the day of ,20 03
n/a
13
Signature ofLtcorporator
Type or print Incorporata''s name and title, if any
Notes:
Filing fee is $60.. This document and one exact or conformed copy of these articles must be filed with dre Secretary of State.
Revised January 2000
Form N-Ol
CORPORATIONS DIVISION P. O. BOX 29622 RALEIGH, NC 27626-0622
SENIOR CARE, INC -ARTICLES OF INCORPORATION
PARAGRAPH 9: OTHER PROVISIONS 14
Section One.. 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 now exists, or as it may be amended
form time to time. The Corporation is organized exclusively for charitable, educational and
scientific purposes, including for such purpose the making of distributions 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 Two. The business and affairs of the corporation shall be managed by its Board of
Directors. The Boazd of Directors shall consist of two designated director positions, to filled as
follows: (1) One Director shall be the Director of the Orange County, North Carolina,
Depaztment 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. And, (2) 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.
In addition, the Board of Directors shall consist of two appointed director positions, to be filled
as follows: (1) One director shall be appointed by the Board of Directors of Caro] Woods
Retirement Community in Chapel Hill, North Cazolina; and, (2) One director shall be appointed
by the President and Chief Operating Officer of the University of North Cazolina Hospitals in
Chapel Hill, North Carolina.
Section Three, No pazt of the net eaznings 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 Four.. No substantial pazt of'the activities of the corporation shall be canying 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
these Articles, the Corporation shall not carry on any other activities not permitted to be cazried
on (a) by an organization exempt fiom 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 aze deductible under section 170(c)(2) of the Internal
Revenue Code, or the corresponding provision of any future Federal tax code,
Section Five, The Corporation may not (i) effect a merger with any other corporation or
entity, or (ii) acquire another corporation or entity, or (iii) consent to the acquisition of the
Corporation by any other corporation, entity or individual, or (iv) allow the sale of all, or
substantially all, of the Corporation's assets to any other corporation, entity or individual, or (v)
purchase all, or substantially all, of another corporation or entities assets, without the unanimous
vote of all directors in office at the time such action is undertaken.
Section Six.. Upon 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
15
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 Cazolina 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.
Section Seven. Pursuant to N.C.G.S. 55A-10-30, no amendment to any pazt of these
Articles of Incorporation shall be effective unless and until such amendment is approved in
writing by a majority of the then acting Board of County Commissioners for Orange County,
North Carolina. In addition, amendment of provisions stated in these Articles of Incorporation
reguding: (i) the management of the Corporation; (ii) the qualification of directors; (iii) merger;
(iv) acquisition; (v) sale of assets; (vi) purchase of assets; and (vii) the distribution of assets upon
dissolution shall require the unanimous vote of all directors in office at the time such amendment
is undertaken.
Section Eiaht, Provisions regazding the management of the Corporation, the qualification
of directors, merger, acquisition, sale of assets, purchase of assets and the distribution of assets
upon dissolution, as stated in By-laws adopted by the Corporation, may not conflict with
provisions regarding the management of the Corporation and the qualification of directors and
the distribution of assets upon dissolution as stated in these Articles of Incorporation.
16
;~
CA~20LWOODS
R E T I R E M E N T C O M M U N I T Y
750 Weaver Dairy Rd., Chapel Hlll, NC 27514.1502
919/96811511 • FAX. 919/91 &3349
Qctober 17, 2003
]err Passmore
Exedutive Director
Qrarjge County Departrnent ott Aging
PO fax 81 S 1
Hillsborough, NC 27278
Dear{ Mr. Passmore:
i
We are pleased that you are moving forward with the hope of establishing Senior Care,
Inc. The purpose of the corporation, as stated in the bylaws, is aligned with the mission, vision
and ~urpose of Carol Woods Retirement Community- We are equally pleased to be asked ko
participate on the hoard. Please know that when the time comes to appoint a designee from the
Cardl Woods' board, we stand ready to do so,
We took forward to working with you and being pari of such a worthwhile endeavor,
S~Aincerely,
~~tlt/~."L.~..ti.. /~ ' /' d.J
Patricia>v. Spngg
President and CE(?
w P~Tar~
c ~4
..,..
(},,M17/7NG
jCarot
Woods is an accredited, not farvprofit community
USN
F23c 13. Munson, Presider[ and Chief Fxeivtive Oificer
September 8, 2003
Jack Chestnut
Carol woods
Deer Ma Chestnut:
Mr. Munson has asked me to repzesem the Ilosptials as a member of the Board. of Duecrois of
Sertioz Care, tne.
Please tet me know if there is anything I can do to help you ns you launch Senior Care, Jna
Sincerely,
Ke=en McCall
Vice President, Marketing and Public Aff'nirs
UNC Health Cate
The Unlversiry of North Carolina Hospitals, 101 Manning Dm~e, Chapel toll, NC27514
Phone (91~ 966-5]]1 • Fax (919} 966.7772 • emunsonta~ttneh.unc.edu
TQTfiL P.02
(~
18
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Central Orange Adult Day Health Program Initiative
Update Program Report
November 5, 2003
Submitted to
Orange County Board of Commissioners
By
Orange County Advisory Board on Aging
Jack Chestnut, Chair
Prepared by
The Department on Aging
Jerry M. Passmore, Director
19
The Program
The Adult Day Health Program provides social and health services to frail, disabled and
isclated older adults, Stimulating activities and enriching programs and nutritious meals
and snacks and rehabilitative services, are all provided underneath one roof. The center
provides respite and education for the participants' families and caregivers, giving them a
much-needed break and support from the responsibilities of caregiving. These objectives
serve the main goal of the program, which is to prevent or delay the onset of
institutionalization of the participants,
In an effort tc address the above-mentioned goal of providing education to caregivers, the
center began offering a Dementia Caregiver's Support Group. The group is a collaborative
effort with the Department on Aging's Eldercare program, who already conducts a support
group in Chapel Hill. Now on the first Tuesday of each month, caregivers in the central and
northern parts of the county have a more easily accessible service for them,
Overview
The Central Orange Adult Day Health Program first began on March 28, 2003. The
program started with one full-time participant, and as of October 2003, the population has
grown to an enrollment of fifteen, with four participants waiting to be enrolled, Seven of the
participants attend for a full day, while eight attend for half a day. Each day, there are
either nine or ten participants attending.
The increase in population has necessitated the hiring of an additional aide to assist with
programming and care for the participants, The program has also recruited community
volunteers to provide additional activities to participants, Student interns, whose disciplines
include nursing and social work, are also working at the center, thus fulfilling the center's
goal of becoming a teaching model and providing students of various disciplines
experience with the elder population, Participants are also able to receive physical therapy
while in attendance.
Referrals to the day center have included the following:
Department on Aging's Eldercare Program
Individuals who have seen newspaper articles
Word of mouth (including families of those who have a family member already attending)
Durham VA
Community Occupaticnal and Physical Therapists
tJNC Hospitals
Hubbard Team
20
The Adult Day Health Program was designed to serve all income levels of participants in
Orange County, not just those who can privately pay the full cost of the services, In fact, it
would be very difficult for any individual to pay for what the service costs, Each of the 1 Q
full-day slots cost $65.00 a day, Thus, a sliding fee scale was established (Program
Report: Attachment #1).
Community/Funding Support
Several community organizations committed their support to this initiative, They included:
1) Carol Woods -administrative costs; 2) Friends for the Senior Center in Central Orange
supported the utility costs, 3) UNC School of Nursing provided contract nursing services
required for Adult Day Health Centers, (4) UNC Health Care -supplemental funds for low
income participants. In order to establish the Adult Day Health Center as a teaching
model, several UNC Health and professional schools (Social Work, Occupational Therapy,
etc,) have also agreed to place students on an ongoing basis.
Location
As the population grows and referrals continue to increase, participant space is becoming
more limited on certain days, Far example, on Friday there are ten program participants,
our current maximum capacity. There are also 3 staff members and occasionally a
volunteer. It becomes quite difficult to conduct programming and to reduce and control a
busy environment that can often be agitating far our dementia participants. As the
community becomes more aware of the program and its benefits, a larger space may be a
necessity.
Policies and Programming
The state standards for certification provide developing centers a blueprint for the types of
policies they need, The Central Orange Adult Day Health Program went above and beyond
these standards by creating policies that will deliver care which promotes independence
and self-care, maintains a participant's health and well-being and improves their quality of
life, The policies were formed with the input of social workers, physical therapists,
occupational therapists, nurses, and others with experience in the field of geriatrics and
adult day services, (Policies are available for inspection.)
The programming components, consisting of social, therapeutic and educational activities,
were developed with the cooperation of students dedicated to providing innovative and
progressive engagement of older adults, These were students and interns in such fields as
occupational therapy, nursing, and social work.
21
Staffing
Collaboration was key to establishing the highly qualified staff active in the program, The
Department on Aging employs the Adult Day Health Manager and contracts with the UNC
School of Nursing to provide a Registered Nurse (RN) that can also supervise nursing
students, giving them more exposure and experience with the alder adult population. The
Department also a contract with Home Health Solutions to provide a nurse's assistant
responsible for the personal and health care needs required by some participants. Staffing
agreements with both agencies were signed, and all staff were hired and trained in
December, 2002.
Certification Process
After extensive local facility inspections and program review by the Department of Social
Services, the Health Department and state program review, the N,C, Division of Aging
issued a state adult day care operators license in March, 2003 to serve up to ten full time
participants a day. However, based on actual square footage, the current location
conceivably could accommodate up to twelve participants and future consideration may be
given to that issue,
Participants Enrollment Process
The enrollment process provides vital information for the staff about a participant. The
most critical part of this is the medical examination report that is completed by the
participant's physician. It provides information on medical conditions and medications, The
program has experienced great delays in this part of the process, sometimes up to a
month or longer to have a report returned, The report is vital because a participant may not
begin attendance until the report is received and reviewed, There is one physician office
that charges a fee to the family to have the report completed. Physicians and their offices
need to be educated about the value of the program, and the importance of returning the
completed paperwork.
Need for Continued Public-Private Support
Last year mare than 6 programs or centers of this type closed in North Carolina. They
close most often because of financial difficulties, Adult day services receive low
reimbursement, if any, from state and federal sources, Medicare provides no
reimbursement. Medicaid allocates $37.50 per day in its Community Alternatives Program
(CAP/DA). The State Adult Day Care Fund provides $23,07 for a participant attending for
social care, and $30,00 for those requiring medical care. The cost to provide the service
per person per day is approximately $65A0. The average monthly income of our
participants is $890 (See attachment #2)..
22
It seems evident that the Central Orange Adult Day Health Program will most likely
continue to receive referrals from low and middle-income residents of Orange County.
Staff believes that charging participants the actual cost to provide the services would make
participation by low-income individuals impossible. In order to serve low-income older
adults rather than just private full pay participants, it is desirable and recommended that
both public and private agencies continue to financially support the Adult Day Health
Program for at least the next few years. Otherwise, Adult Day Health would either have to
discontinue service or only serve full pay participants.
The Advisory Board on Aging Recommendations for FY2004
The Orange County Advisory Board on Aging views the Central Orange Adult Day Health
Program Initiative as a community partnership, not a county program. Anon-profit agency
will be established in FY2004 to assume the adult day health program as well as operate
other programs designed for frail and disabled alder adults identified in the Master Aging
Plan. Specifically, the new non-profit agency (Senior Care, Inc.) would advocate for
services to frail or disabled older adults (M.A.P, Goal VI-A, a-10) and develop an
employment pool of certified nursing assistants (CNA's) and personal care aides (PCA's)
for home care at affordable rates.
Far FY2004, the Advisory Board on Aging with DOA staff has proceeded with the
establishment of a new non-profit organization to assume operation of the Adult Day
Health Program and related ventures from the County by July, 2004. Steve Lackey, local
attorney and Chair of the Orange County United Way Senior Issues Team, has prepared
the by-laws and articles of incorporation for the new agency, Senior Care, Inc., to be
reviewed and approved by the County Commissioners. Carol Woods and UNC Hospitals
have both submitted support letters to participate on the board of directors for the new
non-profit agency.
The Orange County Department on Aging has prepared an operating budget for FY2004
(Attachment #3) and continues to manage the Adult Day Health Care Program until the
new Senior Care, Inc. is in place to take over its operation.
The Advisory Board on Aging has recommended maintaining a $40,000 county level
funding with a gradual reduction over time as federal/state reimbursement rates increase
to support low-income participants and the non-profit continues to seek additional support
from the private sector.
FN:MAP Projects/Adult Day Health Center/Progress Report-November2003
2.3
Attachment #1
Central Orange Adult Day Health Program
Discount Fee Schedule
Medical Model Participant ($65 for full day)
Monthly Income Total Cost to Participant
Individual Couple % of Fee Paid Half day Full day
0-759 760-1015 0 $0/CAP eli ible $0/CAP eli ible
760-1065 1016-1442 20 $9.00 $13.00
1066-1215 1443-1646 30 $13.00 $20.00
1216-1359 1646-1839 40 $15.00 $26.00
1360-1516 1840-2052 50 $20.00 $33.00
1517-1666 2053-2255 60 $25.00 $39.00
1667-1816 2256-2459 75 $30.00 $49.00
1817 and u 2460 and u 100 $35.00 $65.00
Social Model Participant ($55 for full day)
Monthly Income Total Cost to Participant
Individual Couple % of Fee Paid Half day Full day
0-759 760-1015 0 $0/CAP eli ible $0/CAP eli ible
760-1065 1016-1442 20 $7.00 $11.00
1066-1215 1443-1646 30 $10.00 $16.00
1216-1359 1646-1839 40 $12.00 $22.00
1360-1516 1840-2052 50 $15.00 $27.00
1517-1666 2053-2255 60 $20.00 $33.00
1667-1816 2256-2459 75 $25.00 $41.00
1817 and u 2460 and u 100 $30.00 $55.00
24
Attachment #2
Central Orange Adult Day Health Program
Adult Day Health Operational Cost and Reimbursements Rates
Compared to
Other Community-Based Services
Program Cost for Day Care
(Provide 10 hour/day service
based on full enrollment)
$65.00/day per participant
Reimbursement Rates for Day Care $00.00 Medicare Program (Deficit-$65A0)
$40.00 Eldercare Program's Caregiver Funds (Deficit-$25.00)
$37.50 Medicaid-CAP/DA -Health (Deficit-$25.50)
$30.00 State Adult Day Care Fund -Health (Deficit-$.35.00)
$23.07 State Adult Day Care Fund -Social (Deficit-$31..93)
Average income of participants $890.00/month (sliding fee private pay-$11-13.00/day)
referred to program
Other Comparative Community -based Service Rates
Nursing home (per day) $150.00
Assisted living (per' day) $100.00 -$165.00 (depends on care level)
Home health agency Service $150.00- $180.00 (depends on agency/location)
(based on 10 hour/day)
25
Attachment #3
Central Orange Adult Day Health Program
Operating Budget
FY2004
Revenue
1. Orange County
2. Carol Woods Retirement Community
3. UNC Health Care ($8,000.00 carryover)
4. Block Grant/Care Givers Support
5. Medicaid/CAP Program Support
6. Private Pay
7. Donations/Fundraising
Total
Expenditures
1. Personnel
2. Operations
3. Capital
Total
$40,000.00
40,000.00
18,000.00
10,000.00
2,000.00
25,000.00
1.245.00
$136,245.00
$124,037.00
12,208.00
0.00
$136,245.00