Who we are

Updated 06/04/2017

123 Up And Adam, Inc is a 501 ( c ) ( 3 ) Nonprofit Private Foundation incorporated on Feb 23, 2015, to help the Homeless Disabled living in Massachusetts Nursing Homes and Shelters find an alternative place to live.  The organization at this time is looking for Volunteer Directors, who shall have specific responsibilities, such as setting the organization’s strategic goals, approving its budget, and evaluating its performance.  

Our specific mission, which is to help the Homeless Disabled men and women living in Massachusetts Nursing Homes and Shelters, find an alternative place to live, is the main goal of the organization. As trustees of the corporation’s assets, we shall use those assets to further this mission. 123 UP AND ADAM INC is recognized as a 501 (c) (3) Nonprofit tax-exempt Private Foundation. The president is working on the organization’s “Guiding Principles” and activities that will not expose the organization to tax penalties or loss of its exempt status. We are in the process of getting D&O Insurance. We just got an office and two new volunteers.

Below are what will be expected of Board & Directors of the organization all this will be taught at the new office.

Our Board of Directors even though volunteer directors still have responsibilities these include:

  • We shall act in good faith, and exercise fiduciary duties of care and loyalty. The statute, M.G.L. Ch. 180, Sec. 6C, states that a “director… shall perform his duties as such… in good faith and in a manner he reasonably believes to be in the best interest of the corporation, and with such care as an ordinarily prudent person in a like position with respect to a similar corporation… would use under similar circumstances.”

This means that as a director within our organization you shall act in an honest manner. (e.g) If a director relies on third party information when approving an action, and doesn’t ask about what was told them (the facts) that support the director’s decision on a matter this can be considered a lack of good faith. Failure to act in good faith can have significant consequences including jeopardizing the director’s right to indemnity by the corporation or coverage under any directors and officers liability insurance maintained by the corporation.

Under duty of care, the director shall perform “Due Diligence” with issues or subject matter being considered by the board. A director is permitted under certain circumstances to rely, on reports and recommendations from an officer, director or staff person who he or she believes to be reliable as to the matter presented and from other professionals as to matters within that person’s professional competence. 

As to the duty of loyalty, we shall act in a manner that best represents the best interests of 123 Up  And Adam. This means that a director may not improperly benefit from transactions with the organization, and shall not divert opportunities that belong to the organization, and shall keep confidential private information learned as a board member.

123 Up And Adam has adopted a conflict of interest policy which is on this website please read it. Basically, if a director has an interest in a transaction under consideration by the board, that interest must be disclosed to the board. The interested director may not participate in the consideration by the board of the proposed transaction.

Massachusetts has some immunities and protections available to volunteer directors of a nonprofit but failure on the part of a director to properly comply with his or her duties can still lead to embarrassing consequences. The Massachusetts Attorney General enforces the due application of funds given to a public charity, the A.G also, has the authority to seek appropriate remedies when the board fails in its governance responsibilities. The Attorney General can also, take action to address executive severance arrangements, compensation to outside directors, related party transactions and conflict of interest matters, and fundraising practices. If a director has breached his or her duty which adversely affects 123 Up and Adam, Inc it may take action against the director or former director. 

The IRS Form 990-PF asks the organization to disclose information regarding our governance, Independent Directors, and the establishment of a conflict of interest policy, whistleblower policy and document retention policy, and our process for determining executive director compensation. Here are a few things we need to consider.

  1. That we ensure that directors are not involved in the approval of excessive compensation arrangements, or other excess benefit transactions.  
  2. That we ensure that Form 990-PF and good governance practices are kept on top off;
  3. Establish an audit committee,
  4. Recruit financial expertise to the board
  5. develop and implement Internal Controls
  6. Be sure the board has a sufficient number of independent directors

123 Up And Adam, Inc shall make every effort to include directors with the appropriate expertise

Observe corporate formalities
We as directors and officers of the organization will need to consider what notices will be required for a meeting of the directors, and how the meeting should be called and what notice shall be “properly” given, how the directors may participate in the meeting, and what are the quorum and approval requirements for board action. Some of these are in our By-Laws.

For certain extraordinary actions, the board shall need to meet in an executive session. Minutes of the meetings shall be drawn up that accurately reflect the matters considered and actions taken. When there is a potential conflict of interest by a board member, the minutes should reflect how the conflict was handled.

123 Up And Adam’s new board will need to carefully consider the limits on what may be delegated or approved by the board and its committees.
There are limits under Massachusetts law on the power of the directors to delegate their authority to others. The Massachusetts Supreme Judicial Court has held that the power of an officer of a charitable corporation to bind the corporation, without approval by the directors, must be more strictly construed than in the case of a business corporation. 123 Up And Adam’s board can not freely delegate authority to encumber a substantial part of the corporation’s assets or to transfer management of the charity’s assets to another authority.

What this means is that the board, rather than the officers, should consider and approve significant transactions involving the corporation; the board should approve the relevant terms rather than delegate authority to an officer to do so; and the board should be aware of its limited authority when confronted with any proposed transaction involving a transfer of management of a significant part of the organization’s assets.

We as the board of directors need to ensure that the board will be adequately prepared to make its decisions on executive compensation, deployment of assets, investment of funds, and entry into ventures with other organizations. 123 Up And Adam’s board of directors shall not make any decisions without having adequate information, or advice regarding standards that govern its decision making.

It is good business practice to have some type of report and recommendation from one of our committees which has reviewed the issues on a particular matter.

123 Up And Adam, Inc has adopted a Conflict of Interest Policy and its board of directors Shall need to follow it carefully. This will include obtaining regular disclosures from board members and officers regarding potentially conflicting relationships.

With respect to any specific transaction under consideration, a director must disclose any conflicting interest and permit the board to determine, without participation by the affected director, whether there is a conflict and whether the transaction is fair and appropriate. Minutes shall be kept that reflect the procedures followed and actions taken by the board.

We as the board may need to make difficult decisions in regards to the organization’s crisis management, internal investigations, and a good attorney can be helpful they can help in advising when litigation or when investigative committees should be formed, and how board and committee activities should be conducted. 123 Up And Adam, Inc will discuss this further.

123 Up And Adam, Inc has started to make sure there is a process to assure succession in the board. Whereas most of the organization’s directors will be volunteers, it is not uncommon to lose contact with our directors. 123 Up And Adam, Inc is looking for a volunteer to take the responsibility of assuring that there is a continuation of active directors.

123 Up And Adam, Inc was created knowing that succession of the directors and officers position’s would come. The president has Adopted an organizational plan to ensure succession in its board of directors. Annual meetings and elections shall be held on July 15. The organization will establish a nominating committee that is charged with assuring that the corporate structure is the most effective structure, that new board members are selected, and that there is a succession in management.

Thank you

Manuel A. Martinez

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