ORGANIZATIONAL STRUCTURE (Non-Profit Model)http://exchange.boardsource.org/home
Philippine Community Center Services for Aging (PCCSA)
Invitation to the Board
Greetings to all of you, my friends, to whom I have shown my passion for our aging population for the past 4 years.
It is with great pride to show you what we have done with the PCCSA as we have successfully passed the first phase in putting the platform in the best possible perspective. From your review of the website http://thenursingoffice.com/philippine-community-center-services-for-aging/ I have basically bared my mind, intensions and visions for seniors. I have established a positive relationship with our aging and migrant communities.
We will take this momentum to keep up and continue our advocacy into a full time Center and Services for Aging. Now that I have set the tone and laid out the foundation of this Office, it is time to go back in order to move forward. I developed and put up our banner before I put the people who will carry it, because it was a very complex idea. I wanted to show you the concretes in order to convince you to join it. This is my invitation to you to become Board Members of this organization so that the whole concept will materialize. While this is a commitment and responsibility, we have designed it to be as senior-friendly as possible, as a respect to you. As I am committed to this office, I would like to know your commitment as well.
Aging and seniors were my inspiration. Please join me in this endeavor and enjoy our ride with The Nursing office .Com, Taking Care of Communities. Please welcome and commit your ticket to this wonderful ride and adventure Preparing and Enjoying the Golden Years.
To respond and accept this invitation, you may email or call me. Thank you very much.
Q & A for Philippine Community Center Services for Aging Board of Organization
This Q&A has been prepared to provide official information about the Philippine Community Center Services for Aging and its organization.
Who are we?
We are a professional group serving and taking care of aging seniors and immigrant communities.
We are a not-for-profit corporation with these purposes:
- To serve the general/basic needs of the aging Filipino -American and other Immigrants in New York City.
- To advocate for elder rights to culturally sensitive & competent health care services or therapies, fair housing practices, technological literacy, financial independence, psychosocial and legal/immigration issues.
- To reach out to invisible Aging Seniors or Elderly Immigrants who are seriously challenged by chronic illness, loneliness, isolation/separation from close family and lack of information on access to government benefits, by addressing unmet needs and encouraging active participation.
- To provide Space for Intergenerational Dialogue where Elderly Immigrants and Younger Immigrants interact, recall and document their family and social histories in New York City.
What is our organizational structure?
Non-Profit Organization (Pending 501(C-3)
What is our mission?
To promote, celebrate and salute the elderly, and provide products and services to influence cultural changes in preparing and enjoying the golden years, through carefully designed programs by, with and for seniors.
What is our vision?
Seniors fully prepared to meet the challenges of Aging.
What is our philosophy?
Aging is not loneliness and giving up. It is a continuing life of fun, diversity and spin. One must seek it.
What is the Executive Board all about?
The Executive Board is the governing body of The Philippine Community Center Services for Aging.
What are the duties and responsibilities of the Executive Board?
The duties of the board will be determined by the board members themselves. Through business, leadership and management skills, we will design our organization, put up our by-laws, rules, policies and procedures, so that we will thrive as a successful service organization that is also financially sustainable. We will put up basic projects that can be implemented by our seniors, Employees, or Partners.
What does it take to become a Board member?
We will be our own greatest assets. Our willingness to give back to others, and make a difference to influence the future of our aging communities will bond us together in this mission and vision.
A CULTURE of/for The BEST INTEREST
We, at The Philippine Community Center Services for Aging, value our board members’ personal and professional knowledge, experience, private business and community engagement, and we are aware of what challenges they can face in carrying out their board responsibilities precisely because of the number and breadth of associations and connections they have as well as their own senior needs. Making unbiased, independent decisions on behalf of an organization isn’t always easy. We will avail this organization with moral and ethical resources that will help us (Managing Conflicts of Interest) as we recognize potential conflicts of interest, determine when these conflicts present areas of concern, and do something about them.
PCCSA will promote a culture of disclosure in this nonprofit organization by exploring the meaning of conflicts of interest and the legal rules relating to them. We acknowledge the difficulty in identifying problematic conflicts of interest and give recommendations for best practices based on:
- the most recent state and federal laws governing conflicts of interest
- important legal concepts, including private benefit, and intermediate sanctions
- situations that give rise to conflicts of interest
- creation of a conflict-of-interest policy and the need for proper disclosure
- establishing a procedure for responding to existing conflicts
- organizational code of ethics and maintaining an overall culture of integrity
- special considerations for private foundations in dealing with conflicts of interest
The first key is to DEFINE the conflict, try to avoid all possible conflict-of-interest situations and to identify and follow a process for handling them effectively. How we manage conflicts of interest and assure open and honest deliberation affects all aspects of our organization’s operations and is critical to making good decisions, avoiding legal problems and public scandals, and remaining focused on our mission, promoting a culture of "The Best Interest" for all of us and the communities we serve.
I hope that this will help for now to get us started.
Ma. Consuelo Almonte
Philippine Community Center Services for Aging (PCCSA) Executive Board
Board of Directors
Assumptions:In its formative stage as a young, non-profit organization incorporated on October 7, 2016, Board Directors at this time must have multiple functions, until such time when there are more programs & services and enough Board members who could take on expanded or specialized functions, (i.e., vice-president, vice-chair, etc.).
Board Member Positions and Role Descriptions
At the start, the Founder is also the Executive Director – in charge of conceptualizing, planning, and executing organization structures to support current programs and services, assisted by The Nursing Office, as the founding Organization. The Founder represents PCCSA in all official functions in the community, the government and before the general public.
Chairman of the Board – in charge of conceptualizing, planning, and executing the financial structure that support current programs and services; putting up sustainability plans and establishing legacy funds programs. In addition, together with the Founder, Chairman/Chairperson is responsible for recruiting new Board Members and designing and/or defining their functions as PCCSA organization grows and expands, assisted by The Nursing Office.
Board of Trustees – By virtue of her extensive experience and longstanding community service, the Board Trustee lends her exemplary reputation to PCCSA by recommending experts, influential “movers,” and financial support from those committed to the vision of PCCSA. In addition, the Board Trustee may invite similarly influential, highly reputable persons to join PCCSA as a Trustee, in the event that PCCSA grows into a Trust Foundation.
Public Relations Director –in charge of marketing, promoting, and expanding PCCSA’s outreach through traditional media, print publications, and social media, and assisting Founder and Board Chairman in presenting PCCSA vision-mission in community, government, and other public forums.
We are adding or creating the Nonprofit Board Committees which is a lean board committee structure designed to help our Board with the opportunity to:
- rejuvenate your board by revitalizing its committee structure
- set aside traditions that may be hindering, rather than helping, your board
- be creative in rethinking how to structure your board and experiment with different strategies
PHILIPPINE COMMUNITY CENTER SERVICES, INC. (PCCSA)
ARTICLE I – OFFICES
Section 1. PRINCIPAL OFFICE
The principal office for the transaction of business of the corporation, Philippine Community Center Services for Aging, 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.
ARTICLE IV – MEMBERSHIP & DUES
There shall be no Membership and dues in this Non-profit corporation. However, if deemed necessary or at some future time, the Board of Directors may at any time establish rules, qualifications, fees and 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 2. REGULAR MEETINGS
The Board Directors will provide time and place of regular meetings by mutual agreement, as necessary and convenient for all participants.
Section 3. 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 one (1) Board Trustee and five (5) directors: Founder/Executive Director, Chairman of the Board, The Nursing Office Chief Executive and its Program Director, and Public Relations 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 TRUSTEE AND DIRECTORS
Section 1. FOUNDER &EXECUTIVE DIRECTOR
The Founder &Executive Director shall 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. This person will be in-charge of conceptualizing, planning, and executing organization structures to support current programs & services, assisted by The Nursing Office Chief Executive and its Program Director. The Founder/Executive Director represents PCCSA in all official functions in the community, the government, and before the general public.
Section 2. CHAIRMAN OF THE BOARD
The Chairman of the Board will be in-charge of conceptualizing, planning, and executing the financial structure that supports current programs & services; putting up sustainability plans and establishing legacy funds programs. This person will also 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. In addition, together with the Founder, this person will be responsible for recruiting new Board members and designing and/or defining their functions as the PCCSA organization grows and expands, assisted by The Nursing Office.
Section 3. BOARD TRUSTEE
By virtue of this person’s extensive experience and longstanding community service, the Board Trustee lends her exemplary reputation to PCCSA by recommending experts, influential “movers,” and financial support from those committed to the vision of the PCCSA. In addition, the Board Trustee may invite similarly influential, highly reputable persons to join PCCSA as a Trustee, in the event that PCCSA grows into a Trust Foundation.
Section 4. PUBLIC RELATIONS DIRECTOR
The Public Relations Director will be in-charge of marketing, promoting, and expanding PCCSA outreach through traditional media, print publications, and social media. This person shall assist the Founder/Executive Director, Board Chairman, and Board Trustee in presenting the PCCSA vision-mission in community, government, and other public forums. In addition, the Public Relations Director will be responsible for producing, publishing and promoting PCCSA’s Mano Po publication for Seniors, assisted by The Nursing Office.
Section 5. THE NURSING OFFICE (TNO) CHIEF EXECUTIVE
The TNO Chief Executive shall assist the Founder/Director in conceptualizing, planning, and executing organization and financial structures and in implementing community programs and services of the PCCSA as assigned and designated by the Board.
Section 6. THE NURSING OFFICE (TNO) PROGRAM DIRECTOR
The TNO Program Directorshall assist the Founder/Director and Board Chairmanin implementing service programs, financial programs, and other services of the PCCSA as assigned and designated by the Board. This person will act as Record-Keeper of Minutes of meetings, Notices, and other program documentations.
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 a due diligence process and resolved harmoniously in compliance with the 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 serve the general and basic needs of aging Filipino-Americans and other immigrants in
New York City.
Section 2. To advocate for elder rights to culturally sensitive and competent healthcare services or therapies, fair housing practices, technological literacy, financial independence, psycho-social and legal/immigration issues.
Section 3. To reach out to invisible aging seniors or elderly immigrants who are seriously challenged by chronic illness, loneliness, isolation/separation from close family and lack of information on access to government benefits, by addressing unmet needs and encouraging active participation.
Section 4. To provide Space for Intergenerational Dialogue where Elderly Immigrants and Younger Immigrants interact, recall and document their family and social histories in New York.
NOTE: The organization may not be used for any purpose except for the aforementioned Objectives and Purposes.
BOARD OF TRUSTEES
Create a Council of Excellence, Historians' RoundTable,
Trustee Emeriti or other exalted and celebratory name for this group and its
membership. This group who manages their organization's endowment, or in one case, the organization them as part of a Legacy Society where they
bring those folks together 1-2x per year to connect them to what is going on in the organization. Give them advisory status and recognition
without using the term "board" to describe them.
Conferring the honor of Emeritus board member should be a rare event. Here are some of the things to consider when making this decision:
· Would this organization have existed without this person?
· Has this individual created a legacy that will last for years or even decades?
· Is this someone whose contribution is so great, you hope that others will aspire to meet the standard created?
Make it an occasion. Have a major party that is either a fundraising, cultivation or stewardship event. Be sure to invite your newly inducted Emeritus member's family. Invite colleagues, friends and significant people in your member's life such as Pastor or other community leaders he or she has influenced or been influenced by.
Definition: There shall be a category of Board member known as a Board Member Emeritus who is nominated and elected by the Board of Directors. Board members emeritus shall be selected from those board members who have served on the Board of Directors with distinction and excellence. Emeritus members shall serve three (3) year renewable terms for as long as they remain active in the work of PCCSA and may end their term at any time. Emeritus member candidates will have served the board with distinction and considered deserving of same for outstanding service.
A board member emeritus shall be entitled to receive all written notices and information which are provided to the Board of Directors, to attend all Board of Directors meetings, to participate in meetings of the committees in which they serve and encouraged to attend all other events conducted by PCCSA. A Board member emeritus shall not be subject to any attendance policy, counted in determining if a quorum is present at a meeting, entitled to hold office, or entitled to vote at any board meeting.
Eligibility: In order to be considered for designation as a board member emeritus, a person must be a current or former member of the PCCSA Board (of Directors) who:
1. Has served the Board of Directors with distinction
2. Held an important leadership role, and made or continues to make significant contributions
3. Engaged in major volunteer or advocacy activities in his or her service on the board
4. Completed the term(s) for which he or she was appointed
5. Participates in one (1) or more PCCSA’s activities (e.g., events, volunteerism, fund-raising, government relations, networking, etc.)
Election: Annually, with the recommendation of the board nominating committee, the Executive Committee of the board will consider potential candidates and may nominate one (1) or more individuals for a board emeritus position. The Executive Committee will present the nomination(s) along with supporting statements to the PCCSA Board (of Directors) for its consideration. A simple majority vote of directors’ present at a meeting at which a quorum is present is sufficient to approve an appointment.
"The greatness of a community is most accurately measured by the compassionate actions of its members." – Coretta Scott King
COMMUNITY CENTER EXECUTIVE BOARD
Founder & Executive Director: Ma. Consuelo Almonte
Board of Trustees: Venilda Jaynal
Public Relations: Myrna Gutierrez, Fausto DeVera, Francia DeVera
Chairman of the Board: Nieva Quezon Burdick
Senior Board Members: Mike Jampayas
Junior Board Members: Imogene Raypon
Jaime Sales, Thelma Andaya, Irene Lumbrera, Jun Mascallado, Catherine Suba
Consultant: Steve Raga
The Nursing Office.Com
COALITION of ORGANIZATIONS
Philippine Consulate of New York
Fil-American Democratic Club of New York
Press Club of NY