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Steve Lackey said that the County Commissioners have a role in this because the <br />non-profit statute allows the Board of County Commissioners to approve amendments to by- <br />laws or articles of incorporation. In arder to protect the nan-profit from an unforeseen takeover <br />from an outside entity, they have incorporated safeguards. There are designated directors from <br />the Department on Aging and the County Manager's office and appointed directors from Carol <br />Woods and UNC Hospitals. They have limited any amendments and anything to do with <br />merger, acquisition, sale of assets, etc. to a unanimous consent of the directors. In arder far the <br />bylaws to be amended, the Board of County Commissioners would need to approve the <br />amendment. <br />Commissioner Gordon asked far clarification concerning the role of the Board of <br />County Commissioners in approving an amendment and Steve Lackey pointed out in the bylaws <br />on the next to the last page -Article 9, Section 4, Amendments. It is in the last sentence. He <br />read the last sentence, as follows: "Provided, na amendment of these by-laws shall be effective <br />unless and until it is approved in writing by a majority of the then sitting Board of County <br />Commissioners for Orange County, North Carolina." <br />Commissioner Gordon asked about the board of directors being able to live outside <br />of North Carolina. She made reference to the bottom of page 4 and said that this is an <br />excessive number of directors living outside of the North Carolina in general and Orange County <br />in particular. She thinks there should be a significant number of directors that live in Orange <br />County. <br />Cammissianer Gordon asked far clarification concerning haw this entity gets started <br />and how the original board of directors is chosen. <br />Steve Lackey said he did not invent most of the by-laws and when he started with <br />this he had a template for non-profit by-laws. He said that you can require that all directors be <br />from Orange County, but it can limit the flexibility. As far as where the initial directors come <br />from, when a corporation is formed, persons called incorporators sign the articles of <br />incorporation and submit them to the Secretary of State. A certificate of incorporation is issued <br />and the incorporators meet for an organizational meeting and they have a choice of setting up <br />the entire operational structure themselves and designating the initial directors. He anticipates <br />that the organizational meeting would be limited to designating the initial directors. The <br />directors would then have a meeting to set up the operational framework. From this point <br />vacancies are filled. The incorporators are Florence Soltys, Jack Chestnut, and Jerry <br />Passmore. <br />Chair Brown suggested that if there are a lot of questions from the Board, then this <br />could be pulled off the agenda for tonight and have a more in-depth meeting about it at a later <br />time. <br />Cammissianer Gordan made reference to page 5, the end of the second paragraph, <br />and asked to make all of the language gender neutral. She also asked for an explanation of <br />Section 7 on page 11 and Steve Lackey explained this section. <br />A motion was made by Commissioner Gordon for this to be referred to the County <br />staff and County Attorney for review. The motion failed for lack of a second. <br />Commissioner Jacobs suggested that on page 4, under qualifications, that it say that <br />the "majority" of directors should be residents of Orange County. The other sentence will be <br />deleted, that the directors need not be residents of the State of North Carolina. <br />A motion was made by Commissioner Jacobs, seconded by Cammissianer Halkiotis <br />to approve the proposed bylaws and articles of incorporation for the establishment of the new <br />non-profit, Senior Care, Inc. with the changes as stated above. <br />Chair Brown asked about the debtor liability that the County would have by being <br />involved with this. Geof Gledhill said that there would be none. <br />Commissioner Gordon asked that the motion include gender-neutral language. The <br />Board agreed. <br />