The Nursing Office Foundation, Inc. (pending 501 c-3)
THE NURSING OFFICE FOUNDATION, INC. (TNOF)
ARTICLE I – OFFICES
Section 1. PRINCIPAL OFFICE
The principal office for the transaction of business of the corporation, The Nursing Office Foundation, Inc., (principal executive office) is located in the State of New York, County of Queens.
The directors may change the principal office from one location to another. Any change of this location shall be noted by the secretary on these bylaws opposite this section, or this section may be amended to state the new location.
Section 2. OTHER OFFICES
The Board of Directors may at any time establish branch or subordinate offices at any place or places where the corporation is qualified to do business.
ARTICLE II – NONPARTISAN ACTIVITIES
This corporation has been formed under the definition in subparagraph (5) of paragraph (a) of Section 102 of the Non-for-profit Corporation Law for the purposes described hereinbelow at Article XII, and it shall be nonprofit and nonpartisan. No substantial part of the activities of the corporation shall consist of the publication or dissemination of materials with the purpose of attempting to influence legislation, and the corporation shall not participate or intervene in any political campaign on behalf of any candidate for public office or for against any cause or measure being submitted to the people for a vote.
The corporation shall not, except in an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes describe above.
ARTICLE III – DEDICATION OF ASSETS
The properties and assets of this nonprofit corporation are irrevocably dedicated to the fulfillment of the Objectives and Purposes of this corporation as set forth in Article XII hereof. No part of the net earnings, properties, or assets of this corporation, on dissolution and otherwise, shall inure to the exclusive benefit of any private person or individual, or any member or director of this corporation except in fulfillment of said Objectives and Purposes. On liquidation or dissolution, all properties and assets and obligations shall be distributed pursuant to the Non-profit Corporation Codes in effect.
Four Dragon Global Network, Inc. (hereinafter referred to as FDGN, Inc.), a for-profit corporation formed under New York State Corporation Law, shall provide the administrative and logistical support for this Nonprofit corporation, which serves as FDGN’s public benefit/service arm.
ARTICLE IV – MEMBERSHIP & DUES
There shall be no Membership and dues in this Non-profit corporation. However, if deemed necessary or at a future time, the Board of Directors may at any time establish rules, qualifications, fees & dues, and assessment for membership.
ARTICLE V– MEETINGS
Section 1. PLACE OF MEETING
Meetings of the Board of Directors shall be held at any place within or outside the State of New York, at a place determined at the discretion of the Board. If no designation of the location is made for any meeting, the place of the meeting will be the office of the Corporation in New York.
Section 3. REGULAR MEETINGS
The Board Directors will provide time and place of regular meetings by mutual agreement, as necessary and convenient for all participants.
Section 2. REMOTE COMMUNICATION MEETINGS
Remote communication means any electronic communication, including conference telephone, video conference, the Internet/email, or any method currently available or developed in the future by which Board Directors and/or Members not present in the same physical location may simultaneously communicate with each other.
All votes or other actions in a remote communication meeting must be maintained as a matter of record by the Corporation. Participation in a meeting using remote communication shall constitute presence in person at the meeting.
ARTICLE VI – BOARD OF DIRECTORS
Section 1. GENERAL POWERS
The business and affairs of the corporation shall be managed by, and all corporate powers shall be exercised by the Board of Directors.
Section 2. NUMBER AND TENURE
The Board will consist of three directors: Executive Director, Program Director, and Financial Director. The Directors will hold office until that Director’s successor is elected md qualified, or until that Director’s earlier resignation or removal. Any Director may resign at any time upon notice given in writing or by electronic transmission to the Corporation.
Section 3. ACTION BY DIRECTORS WITHOUT A MEETING
Any action to be taken at any meeting of the Board, without a meeting of all Board Directors, as the case maybe, may consent to it in writing or by electronic transmission, and the writing and/or electronic transmissions, are filed with the minutes of the proceedings of the Board.
ARTICLE VII – VACANCIES AND NEWLY CREATED DIRECTORSHIPS
Section 1. When vacancies and newly created directorships arise from any increase in the authorized number of Directors, majority of the Directors then in office, or any sole remaining Director, will have the power to appoint new Directors to fill vacancies or new directorships. Each new Director will hold office upon the concurrence of the majority of Directors in office.
Section 2. If at any time, by death or resignation or any cause, the Corporation should have no Directors in office, then any Officer or an executor, administrator, trustee or guardian, or other fiduciary entrusted with like responsibility for the person, or estate of the person, may call a Special meeting to fill the vacancy.
ARTICLE VIII – RESIGNATION AND REMOVAL
Section 1. When one or more Directors resign from the Board and the resignations become effective at a future date, majority of the Directors then in office, including those who have so resigned, will have the power to appoint new Directors to fill this vacancy or vacancies. The appointments of these new Directors will take effect when the resignations become effective and/or upon mutual agreement among the current Directors.
Section 2. Any Director, may be removed, with or without cause, by a majority concurrence of all the other Directors at a special meeting called for that purpose.
ARTICLE IX– RESPONSIBILITIES OF BOARD DIRECTORS
Section 1. EXECUTIVE DIRECTOR
The Executive Director shall chair the Board and preside at meetings of the Board of
Directors, exercise and perform such other powers and duties as may arise, and generally supervise, direct, and control the business and officers of the corporation.
Section 2. PROGRAM DIRECTOR
The Program Director shall conceptualize, plan, and implement community programs and/or services of the corporation as assigned and designated by the Board, and act as Record-Keeper of Minutes of Meetings, notices, and other program documentations.
Section 3. FINANCIAL DIRECTOR
The Financial Director shall conceptualize, plan, and implement financial programs and/or services of the corporation as assigned and designated by the Board, and act as Accounts-Keeper of all properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains and losses, capital, retained earnings and other financial matters.
ARTICLE X –LOANS, CHECKS, DEPOSITS, CONTRACTS
Section 1. LOANS
Without authorization by the Board, the Corporation is prohibited from making or accepting loans in its name, or issuing evidences of indebtedness in its name. The authorization of the Board for the Corporation to perform these acts may be specific or general.
Section 2. CHECKS, DRAFTS, NOTES
All checks, notes, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation, must be signed by a designated Officer(s) or Agent(s) of the Corporation in a manner as will from time to time be determined by the Board.
Section 3. DEPOSITS
All funds of the Corporation not otherwise used will be deposited to the credit of the Corporation in banks, trusts, or other depositories designated by the Board.
Section 4. CONTRACTS
The Board may give authority to any Officer, or agent, to make any contract, execute or deliver any instrument in the name of the Corporation and on its behalf, and this authorization may be specific or general.
ARTICLE XI – CONFLICT OF INTEREST
Section 1. Potential issues arising from conflict of interest shall be examined following due diligence process and resolved following general principles of accountability and transparency.
Section 2. A Director or Officer of the Corporation will not be disqualified as Director or Officer for the sole reason that the Director or Officer deals or contracts with the Corporation as a vendor, purchaser, or otherwise.
ARTICLE XII – AMENDMENTS
Section 1. New bylaws may be adopted or these bylaws maybe amended or repealed by approval of the Board, Directors, or Members (as the case may be) by assent of these persons in written or electronic transmission.
ARTICLE XIII – OBJECTIVES AND PURPOSES
The objectives of this Corporation are:
Section 1. To transform healthcare through nursing leadership utilizing, “The Nurse is IN: A model for Affordable Community and Public Health Delivery System,” by expanding roles and functions of nurses and making them catalysts for change, thereby shaping the future of nursing and healthcare.
Section 2. To build Basic Community Living Structures (BCLS) where natural holistic solutions based on socio-cultural & economic values of individuals and families, practiced in environments that are collaborative, participative, culturally sensitive, and integrative within a Community Health Center, run by the community for the community.
Section 3. To ease current nursing shortages by maximizing nurses’ role in healthcare, create more jobs, reduce unemployment, and reduce healthcare costs.
Lutgarda Resurreccion, Program Director