By-Laws

 

The organization’s ByLaws

ARTICLE I

Name

1.1 The name of the corporation shall be 123 Up and Adam Inc. It shall be a non-profit corporation. Incorporated under the laws of the state of Massachusetts. And shall be operated exclusively for educational and charitable purposes. within the meaning of the Internal Revenue code regarding 501(c)(3) nonprofit organizations of 1986 or the corresponding section of any future Federal tax code.

ARTICLE II

Purpose

2.1 The Purpose of the corporation is to engage in any Lawful act or activity for which Corporations may be organized under the General Corporation Law of Massachusetts. The Purpose and Essence of the corporation are Exclusively Charitable, Educational and Nonprofit as defined under section 501(c)(3) of the Internal Revenue Code of 1986, as amended ( or any corresponding provisions of any future United States Internal Revenue Law or Regulations thereunder, Hereinafter collectively Referred to as the Internal Revenue Code) and are herein, after stated as follows: 123 Up and Adam Inc. is a cross-disability, community- based agency that practices consumer- control. The non-profit corporation shall provide aid and relief services, to homeless disabled persons in Massachusetts and in New Bedford . In order to carry out the purposes set forth above, the corporation shall have the following powers within the stated limitations: (a) To solicit and accept, acquire by gift, donation, devise, grant, purchase, loan or otherwise, any property without limitation; (b) To make contributions,loans or grants which are consistent with the purpose of the corporation;(c)To make agreements and contracts and incur liabilities; (d) To do all things necessary or desirable to carry on and accomplish the purposes for which the corporation is organized as the directors of the corporation may from time to time deem appropriate and which are not inconsistent with powers conferred upon a non-stock corporation by the General Laws of the state of Massachusetts  and the requirements of the Internal Revenue Code; (e)The corporation is not organized  for pecuniary profit. The corporation shall have no power to declare dividends. No part of the net earnings of the corporation shall inure to benefit of nor be distributed to any member, Director, officer or other individual , except that the corporation shall be authorized and empowered to pay reasonable compensation for services actually rendered and to make payments and distributions in furtherance of the purposes herein set forth, (f) Except as provided in sections 501 (h) and 4911 of the Internal Revenue Code, No substantial part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation . The corporation shall not participate in nor intervene in( including the publishing or distribution of statements ) any political campaign on behalf of any candidate for public office. Notwithstanding any other provisions,  the corporation shall not carry on any activities not permitted to be carried on: (1) By a corporation exempt from federal Tax under section 501(c)(3) of the Internal Revenue Code or ,(2) By a corporation, contributions  to which are deductible under section 170(c)(2) of the Internal Revenue Code. (3) The corporation shall not carry on activities  prohibited by the Internal Revenue Code for a private foundation to be tax exempt, including the corporation shall distribute its income for each tax year at such time and in such manner as not to become subject to the tax on undistributed income imposed by section 4942 of the Internal Revenue Code; Shall not engage in act of self-dealing as defined in section 4941(d) of the Internal Revenue Code; shall not retain any excess business holdings as defined in section 4943 of the Internal Revenue Code ; Shall not make any investments in such manner as to subject it to tax under section 4944 of the Internal Revenue Code and shall not make any taxable expenditures as defined in section 4945(D) of the Internal Revenue Code   

Specific Purposes

2.1  [ 123 Up and Adam Inc.] is a non-profit corporation and shall be operated exclusively for educational and charitable purposes within the meaning of section 501(c)(3) of the Internal Revenue code of 1986,or the corresponding section of any future Federal tax code. Up and Adam Inc. is a cross-disability, community-based agency that practices consumer-control. The purpose of 123 Up and Adam Inc. is to provide aid and relief services, to Homeless Disabled persons in Massachusetts and in New Bedford.  The services may include, but are not limited to:

2.2  Advocacy, education, information and referral, training, and mentoring; We’ll provide education by giving free lectures on how we are coping with our disability, at any public venues, as well as  utilizing social media channels and the Organization’s website to provide facts about our organization and other related data. Our Programs and services  are for people who are homeless and have a disability. So that they may pursue and maintain an independent and productive lifestyle; Advocacy for the personal and collective rights of persons with disabilities;

2.3  We encourage significant participation and involvement of persons with disabilities in all aspects of our organization, including planning, policy making, and operational activities. And Key managerial and staff positions within the organization;     

2.4  Our programs will include room and board that the client will help pay for,by using their S.S.I and or their S.S.D.I check. Sending out ambassadors to raise social consciousness about our cause on a local level , and to hold fundraising events in order to provide immediate relief and assistance to those who may be suffering out in the cold. Our intent is to House and educate, the homeless disabled of Massachusetts and New Bedford Area, We will work with other organizations having the same purposes.

2.5  At times, per the discretion of the Board, we may provide internships or volunteer opportunities to any member of the community that shows an interest in the work that 123Up and Adam Inc. is involved in.

ARTICLE III

Operations

3.1  No Director or officer or private individual shall have any title, to, or interest in, the corporate property or earnings in his or her individual or private capacity, and no part of the net earnings of the organization that is 123Up and Adam Inc. shall benefit any Director, officer, or private individual, except that the Organization 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 in the Articles of Incorporation and these Bylaws.

3.2  All gross receipts, income, royalties or other assets received by the corporation shall be expended in accordance with Section 501(c )(3) of the Internal Revenue Code of 1986, or the corresponding section of any future federal  code, and of the MASSACHUSETTS Revised Code, and  in accordance with the purposes of our organization as expressed in the Articles of Incorporation.

3.3  No substantial part of the activities of 123Up and Adam Inc. shall consist of carrying on propaganda or otherwise attempting to influence legislation, nor shall our organization participate in or intervene in any political campaign on behalf of any candidate for public office. 123Up and Adam Inc. is organized exclusively for charitable, educational, and scientific purposes.

ARTICLE IV

Fiscal Year end date

3.4  The fiscal Year (i.e.,tax year) of our corporation 123 Up and Adam, Inc.shall end on the last day of the month of  January

3.5  123 Up and Adam, Inc. shall keep correct and complete books and records of accounts and shall keep minutes of the Board meetings; with all actions taken. In addition, we shall keep a copy of the Articles of Incorporation and ByLaws as amended to date. And any other Federal, state and local certificates, permits we may be required by law to have or keep in our possession.

ARTICLE V

Board of Directors

5.1 The business,property, and affairs of 123 Up and Adam, Inc. shall be under the control of a Board of Directors (Herein referred to as the Board) which shall be the governing body of our Organization.

Number and Qualification of Directors

5.2  The Board shall consist of a minimum of three (3) and a maximum of ten (10) members  of whom at least a majority shall be persons with disabilities. The initial board was chosen by Manuel Martinez who is the founder of 123 Up and Adam Inc. and then to be elected from candidates presented who show willingness, to help 123 Up and Adam, Inc

Qualifications for the Board include but are not limited to:

  1. Interest and ability to promote 123 Up and Adam’s Mission, Values, and philosophy.,
  2. Interest and ability to advance the rights of people with disabilities.
  3. A skill set in areas of need (disability issues, management, law, public relations, fundraising, advocacy, etc.)

Election and Term

5.3  Except as described in 5.4, Directors shall be elected to three (3) year terms by majority vote commencing at the conclusion of the Annual Meeting and continuing until the term expires, resignation, death or removal from office.

Vacancies

5.4  Vacancies due to resignation, removal, death or other cause shall be filled by the Board. Until next business meeting, a special meeting can be called to fill a vacancy.  Directors elected to fill vacancies shall serve the unexpired remainder of the term by a majority vote of the Board.

Resignation

5.5  Any Director may resign from the Board at any time by giving written notice to the President of the Board, which may be delivered to Up and Adam’s office.  The resignation will take effect upon receipt of the notice or at a time specified in the notice.

Removal

5.6  Any Director may be removed from office without cause by a two-thirds (2/3) vote of the Directors then in office and present to vote when the action is considered in our best interest. Removal will not prejudice the contract rights of any Director so removed.

5.7  Each Director has the responsibility of attending regular, special, and Annual Meetings of the Board.  It is the Director’s responsibility to notify the Executive Director or Board President of any anticipated absence prior to the meeting. Absence from three (3) meetings in a twelve (12) month period without providing notice may be cause for removal from the Board.

Compensation

5.8  No Director shall be entitled to any compensation for his or her services as a member of the Board, provided, however, this limitation shall not prevent the Board from providing reasonable compensation to a Director for services which are beyond the scope of his or her duties as a Director. 

This limitation shall not prevent the Board from reimbursing any Director for expenses actually incurred in the performance of his or her duties or from entering into a contract for the provision of goods or services to 123 Up and Adam, Inc. consistent with Massachusetts law.

Powers of Board

5.9  123 Up and Adam, Inc. shall have the power, directly or indirectly ,alone or in conjunction or cooperation with others, to do any and all lawful acts which may be necessary or convenient to effect the charitable purposes, for which the organization was organized, and to aid or assist  other organizations or persons whose activities further accomplish, foster such purposes. The powers of our organization  may include , but are not limited to, the  acceptance of contributions from public and private sectors , whether financial or in-kind contributions.

5.10 The Board of Directors shall have care, custody, control and management of the business, property, affairs, and funds of Up and Adam Inc. and shall have the power and authority to perform all functions permitted for an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, consistent with these Regulations or with Massachusetts law.  The Board may mortgage, encumber, sell and convey any real or personal property, authorize the entering into all lawful contracts in the name of and on behalf of 123 Up and Adam, Inc., provided that no mortgage, encumbrance, sale of conveyance of property may override any restrictions placed on the property by any donor on behalf of 123 Up and Adam, Inc.

5.11  The Board shall also have policy-making and management authority.  The Board shall, with the counsel of its Executive Director, formulate plans, goals, policies, and principles for the conduct of the work of the Center.  The Board may delegate such powers as they see fit to the Executive Director.  The Executive Director shall be responsible for implementation of such plans, goals and policies as the Board may require and as further described in 4.6.

5.12  The Board shall organize at each Annual Meeting by first, electing new Directors to fill any vacancies.

Board of Directors meetings

5.13  Regular meetings:The Board shall have a minimum of eight regular meetings each calendar year at times and places fixed by the board. Board meetings shall be held upon four days notice by first class mail, electronic mail, or facsimile transmission, or electronic mail,the notice shall be deemed to be delivered upon its deposit in the mail or transmission system. Notice of meetings shall specify the  place, day, and hour of meeting. The purpose of the meeting need not be specified.

5.14  Special meeting : May be called by any two Board of Directors with at least two days notice.

5.15  Any Director may waive his or her right to a meeting, just let us know two days before, in an emergency, there will be no need to explain.  

Informal Action by the Board of Directors

5.16  Any action required or permitted to be taken by the board at a meeting may be taken without a meeting if, consent in writing , setting forth the action so taken, shall be agreed by the consensus of a quorum. For purposes of this section an e-mail transmission from an e-mail address on record constitutes a valid writing. The intent of this provision is to allow the board to use email to approve actions, as long as a quorum of the board members give consent.

ARTICLE VI

Officers of 123 Up and Adam, Inc.

6.1  The officers of 123 Up and Adam, Inc. shall be elected by the Board of Directors and shall consist of a President, Secretary, and Treasurer.

Election and term of office

6.2  All officers shall be members of the Board and shall be elected for a Three (3) year term at the Annual Meeting.

Compensation of Officers  

6.3  The officers of 123 Up and Adam, Inc. serve without compensation.  Officers may be reimbursed for actual expenses incurred performing authorized 123 Up and Adam, Inc. business.

Compensation for Board Service

6.4  Directors shall receive no compensation for carrying out their duties as Directors. The Board may adopt policies providing for reasonable reimbursement of directors for expenses incurred in conjunction with carrying out board responsibilities, such as travel expenses to attend board meetings.

Compensation for Professional Services by Directors

6.5  Directors are not restricted from being remunerated for professional services provided to 123 Up and Adam, Inc. Such remuneration shall be reasonable and fair to the Organization and must be reviewed and approved in accordance with the board Conflict of Interest policy and state law.

Removal

6.6  Any officer may be removed, with  cause, by the vote of two-thirds (2/3) of the Directors then in office at any regular or special Board meeting.

6.7  Any officer may resign at any time by giving written notice to the organization without prejudice to the rights if any of 123 Up and Adam, Inc. under any contract to which the Director or Officer is a party.

Vacancies

6.8  In the event of the resignation, removal, death or other, inability of any officer to serve, the Board of Directors without undue delay shall elect a successor at any meeting of the Board.  The successor shall serve the remaining time of the original term.

Duties of Officers

President

6.9  The President of 123 Up and Adam, Inc. shall be the presiding officer of the corporation and shall be empowered to perform all the duties customarily performed or as may be required by law.  The President shall preside at all Board meetings and the Annual Meeting, and shall appoint members of the Board to serve on Committees and Special Committees as the need arises.  The President has voting rights in the event of a tie at any Board meeting and may attend and participate without vote in the meetings of all Committees of which he or she is not a member.

Secretary

6.10  The Secretary shall have all the powers and discharge all the duties of the President in the absence of the President and such other powers and duties as may be designated from time to time by the President or the Board of Directors.  The Secretary has the same voting rights as the President when acting in the absence of the President. The Secretary shall act as Secretary of Up and Adam Inc. and the Board of Directors and shall cause appropriate notices or waivers of notice to be sent, agendas, and other materials as directed by the President.  The Secretary shall prepare and maintain all records, reports, and minutes of the Board and its Committees, and shall perform such other duties as are customarily performed by or required of corporate secretaries.

Treasurer

6.11  The Treasurer, shall be the lead director for oversight of the financial condition and affairs of 123 Up and Adam, Inc. He or She shall oversee and keep the Board informed of the financial condition of 123 Up and Adam, Inc. and of audit or financial review results. In conjunction with other directors or officers, the treasurer shall oversee budget preparation and shall ensure that appropriate financial reports, including an account of major transactions and the financial condition of our organization, are made available to the Board or any federal,state,and or local government agency on a timely basis or as may be required by the Board. ;

( A) Oversee the receiving and distributing of all funds belonging to 123 Up and Adam Inc. subject to the direction and control of the Board of Directors, and shall perform such other duties as are customarily performed by or required of corporate treasurers.

( B) The Treasurer shall  ensure a true and accurate accounting of the income, expenditures, and investments of 123 Up and Adam Inc. are made  at each Board meeting.

Executive Director

6.12  The overall management of the business of 123 Up and Adam, Inc., and administration and implementation of its policies shall be the responsibility of an Executive who shall be an employee of 123 Up and Adam Inc. hired by the Board of Directors.  The Executive shall be designated as the Executive Director.

6.13  The Executive Director shall have such powers and duties as the Board delegates for managing all aspects of the business and activities of 123 Up and Adam, Inc.  including, but not limited to, preparing budgets, developing programs, managing the day to day affairs of 123 Up and Adam, Inc.; hiring, assigning, establishing compensation, evaluating performance, and terminating employees and or volunteers. The Executive Director shall report to the Board of Directors and attend all Board and Committee meetings, and perform such other duties as the Board may assign.

ARTICLE VII

Contracts and other Writings

7.1  Except as otherwise  provided by resolution of the board or board policy, all contracts, deeds, leases, mortgages,grants, and other agreements of 123 Up and Adam Inc. Shall be executed on its behalf by the Executive Director in conjunction with the treasurer, or other persons to whom the Board of Directors has delegated authority to execute such documents in accordance with policies approved by the board.

Checks, Drafts

7.2  All checks, drafts, or other orders for payment of money, notes, or other evidence of indebtedness issued in the name of 123 Up and Adam Inc.,Shall be signed by such Officer or Officers, agent or agents, of the Organization and in such manner as shall from time to time be determined by resolution of the Board.

Deposits

7.3  All funds of 123 Up and Adam Inc. shall be deposited from to time, in such banks, trust companies, or other, depository as the board or a designated committee of the board may select.

Loans

7.4  No loans shall be contracted on behalf of 123 Up and Adam Inc. unless authorized by resolution of the board.

ARTICLE VIII

Committees

The board of directors may,  by a majority of directors, designate one or more committees at any meeting each consisting of two or more directors.

  • They can not approve any transaction to which the Organization is a party.
  • Take any final action on matters which also requires board members approval.
  • Amend or repeal Bylaws or adopt new Bylaws.

Residents committee

8.1  Shall consist of all 123 Up and Adam, Inc’s. residents and shall be run  just like the Board of Directors meetings they will recommend actions that the Board of Directors should take. This is 123 Up and Adam, Inc. only committee at this time. Any future committee will be open to the community’s input by interested and knowledgeable persons.

Committee responsibility

8.2  The committee shall be responsible for the development and oversight of new client Programs and written policies for those.

Special Committees

8.3  Special or ad hoc Committees may be created by the Board and members appointed by the President to accomplish such tasks and duties as deemed necessary for the work of 123 Up and Adam Inc.  Each Committee shall be responsible for an appointment, of a Chairperson. A Special Committee shall limit its scope to the accomplishment of the tasks for which it is appointed and shall have no powers to act except as specifically conferred by action of the Board.

Committee Procedures

8.4  Each Committee shall record minutes of its deliberations, recommendations, and conclusions and shall promptly deliver a copy of the minutes to the Secretary of organization for distribution to the full Board.  Reasonable notice of the meetings of any Committee shall be given to the members thereof.  A majority of the members of each committee shall constitute a quorum for the transaction of business.

ARTICLE  IX

Annual meeting

9.1  The Annual Meeting of the Members shall be held each year at the close of the fiscal year.  The fiscal year begins January 1 and ends December 31.

Regular meetings

9.2  Regular meetings of the Board of Directors shall be held monthly throughout the calendar year as designated by the President or by resolution of the Board.

Special meetings

9.3 Special meetings of the Board may be called by the majority of the Board upon written request or at a regular meeting or upon the call of the President or as provided by law or by the Executive Director and any three (3) concurring Directors.

Notice of meetings

9.4  Written notice of the Annual Meeting and every Regular meeting of the Board shall be given to each Director not more than thirty (30) days or not less than five (5) days before the date of the meeting, by mail or e-mail, to his or her last known address (by Center records).  Notices of every Special Meeting shall be mailed not less than three (3) days before the date of the meeting and state the purpose or purposes of the meeting. No business may be conducted at a Special Meeting except as specified in the notice. The meeting notice will include the meeting Agenda and most recent past meeting minutes along with the date, time, and location of said meeting.   All meetings shall be held in New Bedford MA

Directors who are unable to attend any meeting of the Board must notify the President or the Executive Director prior to the meeting.

ARTICLE X

Quorum and Voting Requirements

10.1  A majority of the Directors serving shall constitute a quorum at any meeting of the Board of Directors.  The vote of a majority of the Directors at any meeting at which there is a quorum shall be the act of the Board or committee, except as otherwise required by Massachusetts law or specified in these Regulations or the Articles of Incorporation.  The presence of a quorum shall not be required to adjourn a meeting.

Committee members may participate by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear one another.  Participation in a meeting in this manner constitutes presence in person at the meeting.

Alternative formats

10.2  All written materials and notices distributed to the Board of Directors shall be in an accessible format (Braille, audio tape, large print, diskette).  All written materials and notices presented to the Board will be provided to the Secretary of 123 Up and Adam, Inc. ten (10) days in advance of meetings to ensure accessible format is available.  Except in an emergency, failure to provide written materials in advance will prevent the information from being presented to the Board of Directors.

ARTICLE  XI

Fiscal matters

11.1  The Executive Director may be authorized to execute contracts or other legal documents on behalf of 123 Up and Adam, Inc.  In addition, the Board may authorize by Resolution other officers or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of 123 Up and Adam, Inc.  Any contract obligating 123 Up and Adam, Inc. to expend an amount in excess of the amount already approved in the annual operating or capital budget must be approved by the Board.  All contracts executed on behalf of 123 Up and Adam, Inc. will comply with relevant federal and (state) law.

Annual Budget

11.2  The annual budget shall be presented to the Board of Directors by the Executive Director and Treasurer. Budgets may include contingent provisions for expenditure, of excess revenue or for other specified contingent circumstances.

ARTICLE XII

12.1  Transactions Between 123 Up and Adam, Inc. and its Directors No contract or transaction shall be void or voidable for the reason that it is between 123 Up and Adam, Inc. and one or more of its Directors, or between 123 Up and Adam, Inc. and any other person in which one or more of its Directors are directors, trustees or officers, or have a financial or personal interest for the reason that one or more interested Directors participate in or vote at the meeting of the Directors which authorizes such contract or transaction, if in any such case:

  1. The material facts regarding the common or interested Director’s relationship or interest are disclosed or are known by all the Directors; and the disinterested Directors, in good faith reasonably justified by the facts, authorize the contract or transaction by affirmative vote at a meeting of the Board. (b.)The contract or transaction is fair to 123 Up and Adam, Inc. at the time it is approved by the Directors.     

ARTICLE XIII

Indemnification

13.1  Every person who is or has been a Director, employee or volunteer of Up and Adam Inc. shall be indemnified by us against expenses and liabilities reasonably incurred by him or her in connection with the defense of any pending or threatened action, suit or proceeding, criminal, civil, administrative or investigation, to which he or she is or may be made party to by reason of having been such Director, employee or volunteer.  The term “expenses” shall include attorneys’ fees, fines, and any amount paid or agreed to be paid in satisfaction of a judgment or settlement or claim of liability other than any amount paid or agreed to be paid to Up and Adam Inc.

13.2  Up and Adam Inc. shall not provide any such indemnification, however, unless it shall have determined in the manner hereinafter set forth, that such Director, employee or volunteer (a) was not, in the case of an action or suit by or in the right of Up and Adam Inc., negligent or guilty of misconduct in the performance of his or her duty to Up and Adam Inc. (b) acted in good faith in what he or she reasonably believed to be in the best interest of Up and Adam Inc. and (c) had no reasonable cause to believe (in the case of a criminal action, suit or proceeding) that his or her conduct was unlawful.

 

The foregoing determinations and indemnifications shall be made only as follows:

    (A) by a majority vote of a quorum of Directors who are not party to or threatened with such action, suit and or proceeding, provided at least two (2) Directors concur

     (B) if such a vote or quorum is not obtainable, or if a majority of a quorum of disinterested Directors direct, in a written opinion of an independent legal counsel selected by them

    (C) by the Court or such other court in which the action, suit or proceeding was brought.  

 

Liability Insurance

 

13.3  If there is no limitation on indemnification under (State) law, Up and Adam Inc. may purchase and maintain insurance on behalf of any person who is a Director, employee, agent or volunteer of Up and Adam Inc. or is or was serving at the request of Up and Adam Inc. as director, employee, agent or volunteer of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him or her or incurred by him or her in any capacity or arising out of his or her status as such, whether or not we would otherwise have the power to indemnify under the circumstances.

 

ARTICLE XIV

 

By-Laws

 

14.1  The Board may adopt such By-Laws for its own governance as it deems proper, provided that they are not in conflict with these regulations.  Amendments to the By-Laws may be made at any regular or Annual Meeting of the Board, upon ten (10) days notice in writing to each member of the Board, setting forth the proposed change, and upon an affirmative vote of two-thirds (2/3) of the entire then-authorized membership.  A specific provision of the By-Laws may be suspended for one meeting only by a two-thirds vote of the Directors present.  No amendment, alteration or suspension of the By-Laws may be made which is contrary to the purposes of Up and Adam Inc.

 

Amendments

 

14.2  These regulations may be amended, or new regulations may be adopted at any regular, Annual or special meeting of the Board, only by the affirmative vote of not less than two-thirds (2/3) of a quorum of the Board present at such meeting.

 

ARTICLE XV

 

Dissolution of Up and Adam Inc.

 

15.1  Upon termination or dissolution of Up and Adam Inc. any assets lawfully available for distribution shall be distributed to one or more qualifying organizations described in Section 501(c)(3) of the 1986 Internal Revenue Code ( or described in any corresponding provision of any successor statute)

 

In the event that Up and Adam Inc. is dissolved, for any reason or cause, the following process will be followed:

  1. All outstanding debts shall be paid
  2. All employees shall be paid to the time of their termination or, as specified under the terms of any employment contract;
  3. Any assets of  Up and Adam Inc. shall be used to meet these final obligations

 

15.2  Then, the Directors shall decide on disbursement of any other assets including real property with the understanding of this Article and Section that all assets and real property must be distributed, given, conveyed to a 501(c)(3) Public Charity Non-profit Organization located in and operated for the citizens of (New Bedford,MA) and whose work is closely related to ours at the time of its dissolution, including work with and for people with disabilities.

No monies, assets or real property may be distributed to any Director or Officer of Up and Adam Inc. unless owed by contract.

 

ARTICLE XVI

 

Document retention Policy

 

16.1  The purpose of this document retention policy is to establishing standards for document integrity, retention, and destruction and to promote the proper treatment of Up and Adam Inc. records.

 

General Guidelines

 

16.2  Records should not be kept if they are no longer needed for the operation of the organization or required by law. Unnecessary records should be eliminated from the files.

16.3  Up and Adam Inc. may establish retention or destruction policies or schedules for specific categories of records in order to ensure legal compliance.

 

16.4  While minimum retention periods are established, the retention of the documents identified below and of documents not included in the identified categories should be determined primarily by the application of the general guidelines affecting document retention, as well as the exception for litigation relevant documents and any other pertinent factors.

16.5 Up and Adam Inc expects everyone to comply with all published retention or destruction policies.

  

16.6  If you believe, or Up and Adam Inc.informs you, that the records are relevant to litigation, or potential litigation ( i.e) a dispute that could result in litigation ),then you must preserve those records until it is determined that the records are  no longer needed.

16.7  That exception supersedes any previously or subsequently established destruction schedule for those records.

 

 

 

ARTICLE XVII

Non-Discrimination

Non-Discrimination statement.

123 Up and Adam, Inc.  recognizes the rights of all persons to equal opportunity employment, compensation, promotion, education, positions of leadership and power, and shall not at any time discriminate against any employee, applicant for employment, Director, Officer, contractor or any other with whom it deals because of race, creed, color, disability, sex, national origin, or age.

 

 

 

     

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