APPO Code of Regulations
The Association of Philippine-American Physicians of Ohio (APPO) Foundation
ARTICLE I NAME
The name of this organization is the Association of Philippine-American Physicians of Ohio (APPO) Foundation
ARTICLE II Objectives
Section 1 501 (C) (3) Status
The Foundation is organized & shall operate exclusively as an exempt charitable & educational organization within the meaning of Section 501 (C) (3) of the Internal Revenue Code of 1986 as amended ( or similar provision of future revenue law ( the code ) without profit to any Officer or Director of the Foundation.
Section 2 Objectives
Subject to the restrictions that the Foundation is operated strictly for exempt charitable purpose. The objectives are:
a. To provide its Physician & Health Care Professional members continuing Medical education
b. To give grants to deserving individuals to further their medical education
c. To organize, coordinate, conduct medical & relief missions to underserved areas of the United States & the Philippines
d. To provide assistance to victims of natural disasters in the USA & the Philippines
e. To promote & protect the general interest & welfare of its members
f. To participate, promote & preserve the Philippine Cultural Heritage
Section 3 Non-Profit Status
The foundation is a “not for profit” under the laws of the State of Ohio (including but not limited to Ohio Revised Code Chapter 1702). The Foundation is organized and shall operate as an exempt, charitable and educational organization within the meaning of Section 501 (C) (3) of the Code without profit to any Officer or Director of the Foundation.
ARTICLE III Membership
Section 1 Composition
The members shall be Physicians & Health Care Professional who shares & support the objectives of the Foundation & be of good moral character & high ethical standards.
Section 2 Classification
Active Members: Physicians & Health Care Professionals licensed to practice in the State of Ohio who are current in payment of the required dues established by the Board of the Foundation. They have the right to vote & hold office.
Health Care Professionals: See Appendix
Emeritus Members: Non-active members but had been an active member for at least 5 years current on their dues subject to approval of the board. They shall have privileges of active members
Honorary Members: Individuals otherwise not qualified for membership but actively supports the objectives of the Foundation. Subject to approval of the Board. They cannot vote or hold office.
Section 3 Membership Fee
The membership fee or any other fee is set by the Board & must be paid before March 31 of each year.
Section 4 Membership Rights
– A member has the right to participate in events organized by & deemed by the Board as being open to non-Board & non-Officers members
– A member has the right to vote of the election of the Board but only after completing three consecutive months of membership
– A member has a right to be considered a candidate for a Board position but only after completing on continuous full year of membership
Section 5 Membership Discipline
Any member that does not comply with this Code of Regulations, any rules that the Board may promulgate relating to the Foundation or who otherwise engages on conduct detrimental to the purpose of the Foundation may have his or her membership rights suspended or revoked by the Board at the Boards discretion. Before the Board takes disciplinary action against a member, the Board Secretary shall notify the member in writing of the charges against him or her & that he or she could be subject to discipline by the Board. A member receiving such written notice can request a closed hearing before the Board to respond to the charges.
ARTICLE IV Board of Directors
Section 1 Composition, Election & Tenure
a. Seventeen – 17 active members of the Foundation who received the most number of votes in an election for Board of Directors. Only members who have paid membership dues & had been a member for at least a full year maybe a Board member
b. The Foundation shall hold an election every two (2) years on the month of November. The term of the Office of a Board member is two (2) consecutive years beginning the following January
c. The immediate past president shall be a voting member of the Board for two (2) years after the term expires
Section 2 Duties & Responsibilities of the Board of Directors
a. Shall elect the officers of the Foundation at the First meeting
b. Shall fill vacancies in office upon the recommendation of the President
c. Shall set membership Dues
d. Shall maintain & direct activities of the Foundation including actions of Officers & Committees
e. Shall approve the annual budget of the Foundation & shall oversee the disbursement of the Foundations funds
Section 3 Removal of Directors
A Director of the Foundation may be removed by two thirds (2/3) vote of all directors at a special meeting called for the specific purpose of removing the Director
Section 4 Resignation & Vacancies
Any Director may resign after providing a written notice to the Secretary. Such Resignation shall be effective fifteen (15) days after the Secretary received the resigning Directors notice. The Board will promptly elect by majority vote a replacement Director in the event a Director resigns, dies, becomes incapacitated or who cannot otherwise complete his or her term. A Director elected to fill a vacancy shall be elected for the unexpired term after the Directors predecessors office.
Section 5 Compensation
The Director shall not receive compensation for their services as Directors, but the Board may authorized reimbursements incurred by the Directors in connection with the performance of their duties as Directors on behalf of the Foundation as approved by the Committee on Finance.
Section 6 No Personal Stake
Each Director shall have no personal stake either directly or potentially in the business of the Foundation, except as approved by the Board and in compliance with the Conflict of interest provisions discussed in Article X of this Regulations.
ARTICLE V Officers
Section 1 The Officers
The Officers shall consist of the President, Vice President, Secretary, Treasurer, all of whom shall be Board members. They shall be elected by the Board at its first meeting. They will serve a term of two (2) year Section 2 Duties of Officers
President: Shall be the CEO of the Foundation & shall form & appoint committees to serve the objectives of the Foundation. Perform such duties commonly incident to such office as designated by the Board
Vice President: Shall perform duties & responsibilities during the absence or incapacity of the President Shall perform other duties designated by the Board or the President
Secretary: Shall keep minutes of the meeting of the Foundation Shall perform duties incident to the office of the Secretary, including the Maintenance of an updated membership roll Shall be responsible for notification of the members of meetings & other Activities of the Foundation
Treasurer: Shall receive & be custodian of the funds of the Foundation. The funds Shall be deposited at a Financial Institution & shall be invested prudently upon direction of the Board. Shall make complete financial report at the quarterly & annual business Meeting of the Foundation.. All financial & accounts shall be audited at least bi-annually or at the Discretion of the Board. All expenditures must be for the purpose authorized by the Board All checks for disbursement above one thousand dollars ($1000.00) Will require two (2) signatures namely, the Treasurer & the President . All funds, financial records, accounts shall be endorsed to the incoming Treasurer within fifteen (15) days after induction to office.
Assistant Treasurer & Assistant Secretaries: The Board may appoint or may authorize Assistant Treasurer, Assistant Secretary or other Assistant to perform Such duties as shall be assigned to them by the Board or by the President. In addition the President may appoint an Executive Director to whom the President or Vice President may delegate Duties incident to their respective offices or designated to the Offices of the Board.
Section 3 Vacancies & Removal
Vacancies: in any office like death incapacity, resignation or removal shall be filled by the Board for the unexpired portion of the term.
Removal: any officer or member of the Board, or any agent appointed by the Board may be removed by the Board. Whenever in the Board of Directors judgement, the best interest of the Foundation is not served. This is accomplished by two thirds (2/3) vote of the Board.
Section 4 No Salaries
The Officers shall not receive compensation for their services but the Board may authorize reimbursement for expenses incurred by the officers in connection with the performance of their duties as officers of the Foundation.
ARTICLE VI Committees
Section 1 Executive Committee
The executive Committee shall comprise of the President, Vice President, Treasurer, Secretary of the Foundation and the Immediate past President. Between meetings of the Board, the Executive Committee shall have the power of & exercise the authority of the Board in the management of the Foundation except for the election or removal of Officers or Directors of the Foundation, the amendment or to repeal of the regulations or any matters of concern which the Board as required by law, the articles of incorporation or these regulations to act. The executive Committee shall advise the Board on all significant matters pertaining to the affairs of the Foundation & shall have & may exercise such specific power & perform such specific duties as prescribed by these Regulation or as the Board shall from time to time prescribe or direct by resolution. The executive committee may act by a majority of its members at a meeting or by writing signed by all its members. The executive committee may request ratification of its acts by the Board at any regular special or annual meeting of the Board.
Section 2 The Standing Committees
The standing committees shall be formed & appointed by the president with approval by the board. They shall meet as needed to achieve assigned goals or as directed by the president.
a. Committee on membership: Shall promote & sustain membership to the Foundation, promote active participation of young Physicians & Health Care Professional.
b. Committee on Continuing Education: Shall develop, implement & coordinate continuing medical education program activities & identify educational needs by the membership.
c. Committee on Medical Missions: Shall plan, coordinate, prepare & deliver mission relief activities.
d. Committee on Awards & Scholarship: Shall recommend Awards & Scholarships to deserving scholars, individuals or organizations relevant to the Foundation Goals.
e. Committee on Finance: Shall prepare, analyze & propose an annual budget for The Foundation. It shall review & recommend policies regarding receipt & disbursement of Foundation funds. It shall meet on a quarterly basis to assess, audit & monitor compliance to the Foundations monetary policies.
f. Committee on Ways & Means: Shall prepare & propose a comprehensive long Range plan to advance & sustain the various goals & objective of the Foundation.
Section 3 Ad Hoc Committees
The special Ad Hoc Committees shall be formed by the President for specific purpose upon approval by the Board. The President upon completion shall dissolve them
Section 4 All Committees Chairperson
All committees chairperson shall be appointed by the President
ARTICLE VII Meeting of the Board
Section 1 Annual Meeting of General membership
The annual meeting of the General membership shall be held on the fourth quarter of each year at a place, date & time designated by the Board, at the Boards Discretion
Section 2 Regular Meeting
The regular meeting will be held quarterly, the place, date 7 time announced by the President
Section 3 Special Meeting
Special meeting of the Board may be called by & at the request of any officer or at least two (2) Board of Directors. They are required to notify by phone or electronic message all members of the board & state the time date & place
Section 4 Notice
Notice of any special meeting or rescheduled meeting of the Board shall be given at least two (2) weeks before the meeting & notice shall be delivered personally, mailed or by electronic messages
Section 5 Quorum
A simple majority of the Board & Officers shall constitute a quorum. A Quorum is required to conduct official business of the Foundation. The act of majority of the Directors present at the meeting at which a quorum is present shall be the act of the full Board.
Section 6 Action by Consent
Any action required to be taken at a meeting of the Directors, or any other action which may be taken at a meeting of Directors, maybe taken without a meeting, if consent in writing, setting forth the action taken, shall be signed by all the Directors entitled to approve an action of the Foundation with respect to the matter there of. Such consent shall have the effect of a unanimous vote & shall be equally valid as if the said action were approved in a meeting.
Section 7 Participation by Telephone or any Electronic Media
Any one or more members of the Board may participate in a meeting of the Board by means of Conference by Telephone or similar communication equipment allowing all persons participating to hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.
Section 8 Rules of Order
All parliamentary proceeding at the meeting of the Foundation & all Committees shall be governed by Robert Rule of Orders. Revised.
ARTICLE VIII Amendments
Proposed Amendments shall be submitted to the President. He may elect to form an Ad Hoc Committee for analysis & editing. Upon their recommendation proposed amendments submitted to the Board for a vote or action.
ARTICLE IX Dissolution of the Foundation
Upon Dissolution, the Foundation Board shall after paying or making provision for payment all liabilities of the Foundation. Transfer of all assets in accordance with provisions under section 501 (C) (3) of the Internal Revenue Code of the United States to non-profit organizations.
ARTICLE X Conflicts of Interests
Section 1 Purpose
The purpose of the conflict of interest policy is to protect this Foundation’s global interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or Director of the Foundation or might result in a possible excess benefit transaction. This policy is intended to supplement, but not replace any applicable state & federal laws governing conflicts of interest applicable to nonprofit and charitable organizations.
Section 2 Definitions
A. Interested Person: Any director, Officer, or member of a committee with governing Board delegated powers and who has a direct or indirect Financial Interest (as defined below) is an interested person B. Financial Interest: A person has a financial interest (Financial Interest) if the person has, directly or indirectly, through business, investment, or family
(i) An ownership or investment interest in any entity with which the Foundation has a transaction or arrangement;
(ii) A compensation arrangement with the Foundation or with any entity or individual with which the Foundation has a transaction or arrangement; or
(iii) A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Foundation is negotiating a transaction or arrangement. The term compensation includes direct and indirect remuneration As well as gifts or favors that are not insubstantial. A Financial Interest is not necessarily a conflict of interest. Under Section 3.B, a person who has Financial Interest may have conflict of interest, if the Board decides that a conflict of interest exist.
Section 3 Procedures
A. Duty to Disclose: In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the Financial Interest and be given the opportunity to disclose all material facts to the Directors and members of committees with Board-delegated powers considering the proposed transaction or arrangement.
B. Determining Whether a Conflict of Interest Exist: After Disclosure of the Financial Interest and all material facts, after any discussion with interested person, he/she shall leave the Board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Directors or committee members shall decide if a conflict of interest exist.
C. Procedures for Addressing the Conflict of Interest:
(i) An interested person may make a presentation at the Board or Executive committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote upon, the transaction or arrangement involving the possible conflict of interest.
(ii) The Board or Executive Committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement
(iii) After exercising due diligence, the Board or Executive committee shall determine whether the Foundation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
(iv) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board or Executive committee shall determine by a majority vote of the disinterested Directors whether the transaction or arrangement is in the Foundations best interest, or for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
D. Violations of the Conflicts of Interest Policy
(i) If the Board or Executive committee has reasonable cause to believe a member has failed to disclose actual possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
(ii) If, after hearing the member’s response and after making further investigation as warranted by the circumstance, the Board or Executive committee determines the member has failed to disclose actual or possible conflicts of interest, it shall take appropriate disciplinary and corrective action.
Section 4 Records and Proceedings:
The minutes of the Board or Executive Committee with Board delegated powers shall contain:
A. The names if the persons who disclosed or otherwise were found To have a Financial interest in connection with an actual or possible conflict of interest, the nature of the Financial interest, any action taken to determine whether a conflict of interest was present, and the Board or Executive committee decision as to whether a conflict of interest in fact existed.
B. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposal transaction or arrangement, and a record of any votes taken in connection with proceedings.
Section 5 Compensation
A. A voting member of the Board who receive compensation directly or indirectly, from the Foundation for services is precluded from voting on matters pertaining to the member’s compensation.
B. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation directly or indirectly, from the Foundation for services is precluded from voting on matters pertaining to the member’s compensation.
C. No voting member of the Board or Executive committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Foundation, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Section 6. Annual Statements:
Each Director, principal, officer and member of a committee with governing Board delegated powers shall annually sign a statement which affirms such person:
A. Has received a copy of the Conflict of Interest Policy
B. Has read and understands the Policy
C. Has agreed to comply with the Policy
D. Understands the Foundation is charitable and in order to maintain a Federal Tax exemption it must engage primarily in activities which accomplish one or more of its tax exempt purposes.
Section 7. Periodic Reviews:
To ensure the Foundation operates in manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall at a minimum, including the following subjects:
A. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
B. Whether partnerships, joint venture, and arrangements with management organizations conform to the Foundation’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purpose, and do not result in impermissible private benefit or in an excess benefit transaction.
Section 8. Use of outside experts:
When conducting the periodic reviews as provided for in Section 7, the Foundation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the Board or Executive committee for its responsibility of ensuring periodic reviews are conducted.
ARTICLE XI Adoption Date / Signature of Secretary
Health Care Professionals, Nurses, Doctor of Dentistry, Doctor of Podiatry, Doctor of Optometry, Doctor of Psychology, Pharmacists, Registered Dietitians Determined & approved by the Board of Directors