2/9/22, 3:35 PM City Data Services - South San Francisco https://www.citydataservices.net/cities/smatca/app2022arc.pl?rpt=C10994&prop=1281 1/5 Consolidated Community Funding Application
Redwood City, San Mateo County, and S. San Francisco
Application for New Funding for FY 2022-23
GENERAL INFORMATION
1. Organization Name: Health Mobile
2. Project Title: Free Dental Care for Seniors, homeless and Low Income Families We are applying for funding from:
Redwood City City of San Mateo South San Francisco County of San Mateo Budget/Client Summary (Auto-populated from Budget, below) Jurisdictions
receiving this application
Amount
Requested
% of Program
Budget
Proposed # of
Served % of Served
Total $
Per
South San Francisco $15,000 100% 80 100% $187.50
Total $15,000 100% 80 100% $187.50
Grant Funded Programs:
We are applying for a Public Services Program
CDBG National Objective Eligibility - How are you serving low income populations? Service to "presumed benefit" groups listed below (income verification not required, but verification of presumed benefit status is required):
Abused children Homeless persons
Victims of domestic violence Illiterate adults
Elderly persons/seniors (age 62+) Persons living with AIDS Severely disabled adults Migrant farm workers
Income Verification: Describe how you obtain, verify, and maintain proof of income and presumed benefit status.
Third party documentation or client signatures on the certification forms must be available on file for review at all times.
We plan to provide free dental care to under served population of South San Francisco; seniors, homeless, low income families. Third party documentation i.e. homeless shelters, free and reduced lunch at school, and/or clients own statements are acceptable documentations.
3. Project Address: 398 B Street
City: South San
Francisco
Zip: 94080-4423
4. Provide a one sentence project summary:
Providing free and comprehensive dental care to seniors, homeless and low income families.
Organization
Address:
1659 Scott Blvd # 4 City: Santa Clara Zip: 95050-4489
Organization Phone: 4083905893 Website:
Type of Applicant: Our agency serves:
5. Contact Person /
Project
Administrator:
Name: mike reza Title: Telephone: 4083905893
Contact Email: [email protected] Fax:
2/9/22, 3:35 PM City Data Services - South San Francisco https://www.citydataservices.net/cities/smatca/app2022arc.pl?rpt=C10994&prop=1281 2/5
6. Name of Agency
Director:
Alireza Parhizkari DDS
7. Fiscal Officer: Name: mike reza
Email:
[email protected]
Telephone: 4083905893
Fiscal Officer
Address:
1659 Scott Blvd # 170 City: Santa Clara Zip: 95050
8. Authorized
Signatory:
Name: Mike Reza
Email:
[email protected]
Telephone: 4083905893
Authorized Signatory
Address:
1659 Scott Blvd # 170 City: Santa Clara Zip: 95050
9. Please provide days and hours of regularly scheduled operation:
Monday-Friday from 9am -5pm
10. DUNS Number: 938737827 Federal EIN/TIN Number: 31-1658149
11. HUD Activity: Choose the HUD activity that most closely matches your service:
05M - Health Services
12. Project Specific Narrative: Provide a narrative description of the specific activities to be carried out with the requested funds. This should also include program objectives and key priorities for each specific jurisdiction.
Health Mobile provides onsite healthcare services to under served population of the greater Bay Area since 1999.
Under served populations are in dire need of comprehensive dental care services and they can not afford it.
Seniors, low-income families and homeless are the three targeted populations. The adult dental care service is not covered by government sponsored insurance plan i.e Medicare and Medicaid partially cover some dental care services to low-income families. Due to the high cost of living of the Bay Area, it is not feasible for Medicaid providers to provide dental care for Medicaid fees. Ironically, the under served population is in dire need of dental care services due to aging and years of neglect. Some of these under served population will self medicaid, and eventually go to emergency rooms. The majority suffer. We plan to provide free, comprehensive dental care at school sites for low-income, children during school hours and provide free dental to their families. The low-income families have transportation challenges and can not afford to take a day off work to take their child to a dentist. We go to them. All they need to do is to sign the parental consent form (as they have to do in any clinic), we provide free comprehensive dental care for those that are otherwise be left untreated.
13. Assessment of Need - South San Francisco: Briefly describe how you determined the need for your program for each specific jurisdiction that you are applying for funds. Identify target population(s) and area(s) served.
Please state the source(s) and date(s) of information. Identify any similar programs in the community.
The need for dental services among low-income children in South San Francisco parallels the need across the State. A report of the Dental Health Foundation highlights what happens to children without access to dental care:
“Among school-age children in the U.S., 25% experience 75% of the tooth decay. That 25% typically represents children who are from economically or socially disadvantaged families, children who have some type of disabling condition, or children who experience other barriers to preventive and treatment services.” Lack of preventive dental care can lead to more serious oral health problems in the future, cause severe pain that leads to school absences, and contribute to poor self-esteem. A preliminary assessment of students at South San Francisco Unified School District indicated that most of the young people had never seen a dentist. Of the 164 students prescreened, 100% require follow-up dental care. For example, 89% need four or more fillings, 16% need root canals (because cavities have not been filled), and 12% need at least one extraction. According to information released by the Coalition for Oral Health, based on a Center for Disease Control report, every dollar invested in preventive dental care saves between $8 and $50 in more costly care. Therefore, the dollar impact of a $15,000 CDBG grant will range between $120,000 to $750,000
14. Timeline: Provide a brief timetable for project implementation and achievement of projected goals and how you plan to expend your funds in a timely manner by the end of the fiscal year.
If funded we coordinate with San Francisco School district to obtain parental consents. Upon receiving parental consent we will schedule service days. It takes about two to three months to obtain parental consents. Depending on schools' schedule it takes a mouth or so to set up first service day.
15. Evaluation: Briefly describe how you will determine and measure the success of your program and whether or not program goals were met? If your program is currently receiving grant funds please describe accomplishments of goals to date.
1.Following Health Mobile services, patients will experience no tooth decay.
2.Each patient will establish a healthy oral hygiene routine. 2/9/22, 3:35 PM City Data Services - South San Francisco https://www.citydataservices.net/cities/smatca/app2022arc.pl?rpt=C10994&prop=1281 3/5
3.Although not measurable, each patient's visit to the Health Mobile will produce increased self-worth, a bright smile, and an increased sense of self-esteem.
Evaluation measures include:•Analysis of patient’s progress: This will show how many patients follow oral hygiene instructions and are free of tooth decay. Health Mobile will evaluate oral hygiene every six months.•Follow up surveys: Staff conducts six-month follow up surveys of patients who have received dental treatment. •There will be presentations of the “analysis of patient’s progress” and “follow up surveys” at staff meetings.
16. Collaboration: Describe partnerships with other organizations/agencies, the nature of the partnership, and how it relates to the proposed project.
With the financial support from CDBG we have been providing free dental care for under served population for the last ten years(with exception of the last two years), Thank you. South San Francisco School District is our partner in this project. They collect parental consents and schedule our visits at various schools.
17. Impact: : Discuss any general trends and conditions that have affected or impacted your service levels or service populations. For New Applicants – describe what these funds would allow your agency to do that you may not be able to do now. For Continuing Applicants – describe how your program would be impacted without these funds.
Health Mobile has been providing free dental care for under served population since 1999. We thought we have seen it all. But last year and half with COVID-19 was the year like no other. The under served population is vulnerable. Other providers have busy often crowded waiting rooms, we provide care at our state-of-the-art mobile clinics, seniors and low-income adults are seeking our services because we provide care one-patient-at-the-clinicat the time. Our private mobile clinic is safe. If we get funded, it would be a great news to the under served population of South San Francisco.
18. Project Beneficiaries/Quantifiable Measurement: Indicate the expected number of beneficiaries to be served by the program. For each response below please indicate both the number of households and number of individuals. Refer to the San Mateo County Income Limits. a. Indicate the total number of low-income beneficiaries you expect to serve with this program for each jurisdiction application for funding. *Low-income is 80% of Area Median Income or below. See AMI table b. Indicate the total number of beneficiaries you expect to serve with this program in each jurisdiction - regardless of income.
Jurisdiction
a. Number of low-income beneficiaries
to be served per grant jurisdiction
application. **Low-income** is 80% of
Area Median Income or below.
b. All beneficiaries to be served per
grant jurisdiction application
regardless of income
Persons Households Persons Households
Daly City
Redwood City
City of San Mateo
County of San Mateo
South San Francisco 35 35 80 80
Totals 35 35 80 80
19. Populations Served: Check the boxes below if they describe a significant population served by your program.
These categories are not considered "presumed benefit" by HUD, and require income verification.
Persons exiting incarceration
Low-income youth
Other seniors
20. Affirmative Outreach:
a. Use the demographics from your previous program year to provide an analysis of the population you serve relative to the demographics in the table. NOTE: If you are a new applicant please provide your best estimation.
Race & Ethnicity
South San
Francisco
Population
South San
Francisco % by
Ethnicity
Low Income by
Ethnicity served
by your Program
Your Program %
by Ethnicity
Total 63,632 100% 64 100%
White and not Hispanic 23,760 37.34% 0.00%
White and Hispanic 21,645 34.02% 34 53.12%
Asian 23,293 36.61% 10 15.62%
2/9/22, 3:35 PM City Data Services - South San Francisco https://www.citydataservices.net/cities/smatca/app2022arc.pl?rpt=C10994&prop=1281 4/5 African American 1,625 2.55% 2 3.12%
Pacific Islander 1,111 1.75% 1 1.56%
Native American 395 0.62% 0.00%
Other 9,598 15.08% 17 26.56%
b. Based on the percentages that you indicate your organization served describe your efforts to improve affirmative outreach to groups that may be underserved by your program and the result of your efforts:
Imagine you are a senior with a toothache and no insurance. You are in pain and can not afford to see a dentist.
Now imagine there is a mobile clinic coming to your neighborhood providing free, comprehensive dental care.
Imagine you are a wage-earner and your child has a toothache, you can not take a day off to take your kid to dentist. Now imaging, a mobile dental clinic provides free dental care at school and all you have to do is to sign the parental consent form.
Imagine you have been unemployed for the last two years. You are looking for a job and staying in shelter. You have a toothache. Now imagine a mobile clinic provides free dental care in the area.
As you see, we do not need to reach out, they are all waiting for us to get funded.
21. Leveraging: Describe your fundraising efforts and additional sources of revenue for this project and your organization. Please state whether any of these fund sources are already committed and in what amount.
Our program is very well received by foundations, elected officials, state and federal organizations. and most importantly by our patients.
A local municipality funding will encourage others to support our program. Obviously we need more than $15,000 to provide free dental care to all underserved population, your funding give us the stamp of approval.
Staff List
List below key staff members who work on this program
Position Title
Name of Staff
Person
Job Responsibilities Qualifications
CEO Alireza Parhizkari Oversees the total operation DDS Treating Dentist Bahar Jahanian Provides dental treatments DDS Clinic Manager Mina Tuiali Manages the clinic RDA
Dental Assistant Sara Smith Assisting treating dentist DA Dental Assistant Ismael Aguilar Greeting patients DA
PROPOSED PROGRAM BUDGET FOR FY 2022-23
South San
Francisco Total Jurisdictions
Budget Line Item
Agency
Total
Pgm%
Program
Total
% Requested Pgm% Requested
Labor
Treating Dentist $120,000 4% $5,000 100% $5,000 100% $5,000 Clinic manager $60,000 5% $3,000 100% $3,000 100% $3,000 Dental Assistant ! $45,000 7% $3,000 100% $3,000 100% $3,000 Dental Assistant 2 $45,000 7% $3,000 100% $3,000 100% $3,000 Taxes/Benefits $0
Supplies
Dental supply $48,000 2% $1,000 100% $1,000 100% $1,000 Administration 0% $0
TOTAL $318,000 5% $15,000 100% $15,000 100% $15,000
Number of Individual Beneficiaries 80 80
Cost per Individual $187.50 $187.50
Attachments
1. Resolution authorizing application and designation of Authorizing_for_SSF_2022.pdf 2/9/22, 3:35 PM City Data Services - South San Francisco https://www.citydataservices.net/cities/smatca/app2022arc.pl?rpt=C10994&prop=1281 5/5 signatory, by the Board of Directors
5. Board roster, including:
Name, Company, Years on Board
Meeting dates for previous 12 months
Number of years allowed for each board term
Health_Mobile_Board_Member_2022_SSF.docx
6. Organizational chart for entire organization Organization_Chart.xls
7. Certified financial audit no more that 1 fiscal year old, prepared by a CPA, and:
Management letters (if applicable)
A-122 and A-133 Single Audit (for entities that receive more than $750,000 in federal funding) OR
A letter from your Executive Director or Chief Financial Officer certifying that agency does not receive more than $750,000 in federal funds and is not subject to the Single Audit.
AuditReport2020-2021.pdf
Limited_fund_SSF.pdf
8. The following are required:
Current (FY21-22) Agency Operating Budget
Proposed (FY22-23) Agency Operating Budget
Budget_for__2022-2023.xlsx
Budget_for__2021.xlsx
9. Mission Statement MISSION_STATEMENT.doc
10. Non-discrimination policy for Staff and Clients nondiscrimination_policy.doc
11. Reasonable Accommodations Policy for Staff and Clients Reasonable_Accommodations_Policy.docx
12. Conflict of Interest Policy. (If not available, please indicate when you will submit)
conflictinterestpolicy2015.pdf
13. Other -
If you would like all the attachments downloaded into your Dropbox folder, please contact CDS Program Manager Signature Mike Reza
Date Signed 01/13/2022
Initially submitted: Jan 13, 2022 - 08:26:38
~---
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~~ IRS Department of the Treasury ~1f1YI1 Internal Revenue Service P.O. Box 2508, Room 4010
Cincinnati OH 45201
In reply refer to: 4077550286
May 12, 2009 LTR 4168C 0
31-1658149 000000 00 000
00024997
BODC: TE
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HEALTH MOBILE
x MIKE REZA
1659 SCOTT BLVD
SANTA CLARA CA
STE 4
95050-4137
20909
Employer Identification Number: 31-1658149
Person to Contact: Vaida Singleton
--- ----- Tol-IF-r--ee-T-el--ephone-Numbe-r8--7-:7--1829---~55-00-- Dear Taxpayer:
This is in response to your request of Dec. 12, 2008, regarDing your tax-exempt 3tatus.
Our records indicate that a determination letter was issued in June 2004, that rectignized you as exempt from Federal income tax, and discloses that you are currently exempt under section 501(c)(3) of the Internal Revenue Code.
Our records also indicate you are not a private foundation within the meaning of section 509(a) of the Code because you are described in section(s) 509(a)(1) and 170(b)(l}(A}(vi}.
Donors may deduct contributions to you as provided in section 170 of the Code. Bequests, legacies, devises, transfers, or gifts to you or for your use are deductible for Federal estate and gift tax purposes if they meet the applicable provisions of sections 2055, ~106, and 2522 of the Code.
4llitWt
If you have any questions, please call us at the telephone number shown in the heading of this letter.
Sincerely yours,
Cindy Westcott
Manager, EO Determinations
Bylaws Of
Health Mobile
a California Public Charitable Organization
ARTICLE I
NAME
The name of this corporation shall be:
Health Mobile
ARTICLE II
OFFICES
SECTION 1. PRINCIPAL OFFICE
The principal office for the transaction of the business of the corporation ("principal executive office") is located in the State of California, County of Santa Clara.
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 III
NONPARTISAN ACTIVITIES
This corporation has been formed under the California Public Charitable Organizations Law for the purposes described herein below at Article VI 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 or against any cause or measure being submitted to the people for a vote.
Health Mobile – Bylaws 2
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 described above.
ARTICLE IV
DEDICATION OF ASSETS
The properties and assets of this nonprofit corporation are irrevocably dedicated to fulfillment of the Objectives and purposes of this corporation as set forth in Article VI hereof. No part of the net earnings, properties, or assets of this corporation, on dissolution or 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 provisions of the California corporations code then in effect.
ARTICLE V
DIRECTORS
SECTION 1. POWERS
(a) General corporate powers. This corporation shall have no members and thus subject to the provisions of the California Nonprofit Corporation Law and any limitations in the articles of incorporation and these bylaws, the business and affairs of the corporation shall be managed, and all corporate powers shall be exercised, under the direction of the Board of Directors. (b) Specific powers. Without prejudice to these general powers, and subject to the same limitations, the Board of Directors shall have the power to:
(i) To select, remove, and advise the Officers, agents, and employees of the corporation, prescribe powers and duties for them as may not be inconsistent with law, the Articles, or these Bylaws, fix their compensation, and require from them security for faithful service. (ii) Prescribe any powers and duties for them that are consistent with law, with the articles of incorporation, and with these bylaws.
(iii) Change the principal executive office or the principal business office in the state of California from one location to another; cause the corporation to be qualified to do business in any other state, territory, dependency, or country and conduct business within or outside the state of California for the holding of any Board of Director's meeting or meetings, including annual meetings.
(v) Adopt, make, and use a corporate seal and alter the form of the seal.
Health Mobile – Bylaws 3
(vi) Borrow money and incur indebtedness on behalf of the corporation and cause to be executed and delivered for the corporation's purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecation, and other evidences of debt and securities.
(vii) The Board of Directors does not allow borrowing on behalf of the organization without the Board's prior approval over and beyond approved grants in an annual budget. Such authority is not invested in any committee of the Board unless otherwise clearly stated by a majority of the Board. Borrowing or extra spending beyond the total amount of grants available to the organization must be approved by the Board. Further, the Board authorizes annual expenditures within limits of available grants. Expenditure of substantial non-grant funds shall require approval by the Board.
SECTION 2. NUMBER AND QUALIFICATION OF DIRECTORS
The authorized number of Directors shall be a maximum of twenty five (25) and a minimum of three(3). The exact number is to be fixed by the Chief Executive Officer depending on the workload of the organization. Directors need not be residents of the State of California.
SECTION 3. ELECTION AND TERM OF OFFICE OF DIRECTORS
(i) The Chief Executive Officer will nominate individuals for Board membership and provide a list of suggested candidates and their qualifications for presentation to and consideration by individual Board members at or prior to the annual meeting, or a special meeting of the Board of Directors for the purpose of electing or designating new Directors. Candidates receiving the highest votes of the Board will be short listed and those in the short list receiving a majority vote will be elected.
Individual Directors must abstain from voting on their own Board membership status. (ii) The Chairperson will be elected on an annual basis by simple majority vote of the Board in its annual meeting for a term of one year. The Board Chairperson will also serve as Chair of the Executive Committee.
(iii) All Directors shall hold office until the next annual meeting. If an annual meeting is not held or the Directors are not elected at any annual meeting, they may be re-nominated by the Chief Executive Officer and elected at any special Board's meeting held for that purpose or they may be designated upon written notice to other Board members. Each Director, including a Director elected or designated to fill a vacancy or elected at a special Board's meeting, or designated by the CEO shall hold office until expiration of the term for which elected and until a successor has been elected. There is no limitation on the number of terms for Board membership. (iv) Solicitation of votes. If more people are nominated by the Chief Executive Officer for the Board that can be elected, the election shall take place by means of a procedure that allows all nominees a reasonable opportunity to solicit votes and all Directors a reasonable opportunity to choose among nominees. If after the close of nominations the number of people nominated for the Board is not more than the number of Directors to be elected, the corporation may without further action declare that those nominated and qualified to be elected have been elected.
Health Mobile – Bylaws 4
(v) Publications. Without limiting the generality of the foregoing, if the corporation now or hereafter publishes, owns, or controls a magazine, newsletter, or other publication, and publishes material in the publication soliciting votes for any nominee for Director, it shall make available to all other nominees, in the same issue of the publication, an equal amount of space, with equal prominence, to be used by the nominee for a purpose reasonably related to the election. (vi) Mailing election material. On written request by any nominee for election to the Board and accompanying payments of the reasonable costs of mailing (including postage), a corporation shall within 30 business days after the request (provided payment has been made), mail to all Board members, or such portion of them as the nominee may reasonably specify, any material that the nominee may furnish and that is reasonably related to the election, unless the corporation within 15 business days after the receipt of the request allows the nominee, at the corporation's option, the right to do either of the following:
1. Inspect and copy the record of all the Director's names, addresses, and voting rights, at reasonable times, by 15 business days' prior written demand on the corporation, which demand shall state the purpose for which the inspection rights are requested; or
2. Obtain from the secretary of the corporation, on written demand and tender of a reasonable charge, a list of the names, addresses and voting rights of those Directors entitled to vote for the election of Directors, as of the most recent record date for which it has been compiled or as of a date specified by the Director's subsequent to the date of the demand. The Director's list shall be made available on or before the later of 15 day business days after the demand is received or after the date specified in it as the date by which the list is to be compiled. (vii) Refusal to publish or mail material. The corporation may not decline to publish or mail material that it is otherwise required hereby to publish or mail on behalf of any nominee, on the basis of the content of the material, except that the corporation or any of its agents, officers, Directors or employees may seek and comply with an order of the Superior Court allowing them to delete material that the court finds will expose the moving party to liability. (viii) Use of corporate funds to support nominee. Without authorization of the Board, no corporate funds may be expended to support a nominee for Director.
SECTION 4. VOTE REQUIRED TO ELECT DIRECTOR
If more candidates on the short list receive a majority vote than the number of open seats, candidates receiving the highest number of votes shall be elected as Directors. Voting is to be by written secret ballot.
SECTION 5. VACANCIES
(a) Events causing vacancy. A vacancy or vacancies in the Board of Directors shall be deemed to exist on the occurrence of the following:
(i) the death, resignation, or removal of any Director, Health Mobile – Bylaws 5
(ii) the declaration by resolution of the Board of Directors of a vacancy of the office of a Director who has been declared of unsound mind by an order of court or convicted of a felony or has been found by final order or judgment of any court to have breached a legally imposed duty under the California Non-profit Corporation Law,
(iii) the vote of the Directors to remove a Director occupying an electable seat (vote of a majority of the Directors in the corporation), or removal by the President of a Director occupying a designated seat,
(iv) the increase of the authorized number of Directors, or (v) the failure of the Board, at any meeting of the Directors at which any Director or Directors are to be elected, to elect the number of Directors to be elected at such meeting. (b) Resignations. Except as provided in this paragraph, any Director may resign, which resignation shall be effective on giving written notice to the chairman of the Board, the secretary, or the Board of Directors, unless the notice specifies a later time for the resignation to become effective. If the resignation of a Director is effective at a future time, the Board of Directors may elect a successor.
No Director may resign when the corporation would then be left without a duly elected Director or Directors in charge of its affairs.
(c) Vacancies filled by Directors or designated by Chief Executive Officer. The Directors may elect at any time, and the Chief Executive Officer may designate a Director or Directors at the times when no annual meeting has been held, to fill a vacancy or vacancies not filled by the Directors, but any such election shall require the consent of a majority of the voting power and where designated by the Chief Executive Officer shall require written notice by the Chief Executive Officer to other Directors.
(d) No vacancy on reduction of number of Directors. No reduction of the authorized number of Directors shall have the effect of removing any Director before that Director's term of office expires.
SECTION 6. PLACE OF MEETINGS; MEETINGS BY TELEPHONE
Regular meetings of the Board of Directors may be held at any place within or outside the State of California that has been designated from time to time by resolution of the Board. In the absence of such designation, regular meetings shall be held at the principal executive office of the corporation. Special meetings of the Board shall be held at any place within or outside the State of California that has been designated in the notice of the meeting or, if not stated in the notice, if there is no notice, at the principal executive office of the corporation. Notwithstanding the above provisions of this Section 5, a regular or special meeting of the Board of Directors may be held at any place consented to in writing by all Board members, either before or after the meeting. If consents are given in writing, they shall be filed with the minutes of the meeting. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all Directors participating in the meeting can hear one another, and all such Directors shall be deemed to be present in person at such meeting.
Health Mobile – Bylaws 6
SECTION 7. ANNUAL MEETING
Once a year Board of Directors shall hold a regular meeting for the purpose of organization, election of officers, and the transaction of other business. Notice of this meeting shall be required 7 days in advance of the meeting and requires the approval of the Chief Executive Officer.
SECTION 8. OTHER REGULAR MEETINGS
Other regular meetings of the Board of Directors shall be held without call at such time as shall from time to time be fixed by the Board of Directors and the Chief Executive Officer. Such regular meetings may be held without notice but require the approval of the Chief Executive Officer.
SECTION 9. SPECIAL MEETINGS
(a) Authority to call. Special meetings of the Board of Directors for any purpose may be called at any time by the Chief Executive Officer or any Director. (b) Notice.
(i) Manner of giving. Notice of the time and place of special meetings shall be given to each Director by one of the following methods:
a) by personal delivery or written notice;
b) by first-class mail, postage paid;
c) by telephone communication or facsimile, either directly to the Director or to a person at the Director's office who would reasonably be expected to communicate such notice promptly to the Director;
d) or, by telegram, charges prepaid.
All such notices shall be given or sent to the Director's address or telephone or facsimile number as shown on the records of the corporation.
(ii) Time requirements. Notices sent by the first-class mail shall be deposited into a United States mail box at least four days before the time set for the meeting. Notices given by personal delivery, telephone, facsimile, or telegraph shall be delivered, telephoned, faxed, or delivered to the telegraph company at least 48 hours before the time set for the meeting. (iii) Notice contents. The notice shall state the time and place for the meeting. However, it need not specify the purpose of the meeting, or the place of the meeting, if it is to be held at the principal executive office of the corporation.
SECTION 10. QUORUM
A majority of the authorized number of Directors shall constitute the necessary conditions for a quorum for the transaction of business, except to adjourn as provided in Section 12 of this Article V. Every act or decision done or made by a majority of the Directors present at a meeting duly Health Mobile – Bylaws 7
held at which a quorum is present shall be regarded as the act of the Board of Directors, subject to the provisions of the California Nonprofit Corporation Law, especially those provisions relating to (i) approval of contracts or transactions in which a Director has a direct material financial interest, (ii) appointment of committees, and
(iii) indemnification of Directors.
A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Directors, if any action taken is approved by at least a majority of the required quorum for that meeting.
SECTION 11. WAIVER OF NOTICE
The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, a consent to holding the meeting, or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. All waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any Director who attends the meeting without protesting before or at its commencement about the lack of adequate notice.
SECTION 12. ADJOURNMENT
A majority of the Directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.
SECTION 13. NOTICE OF ADJOURNMENT
Notice of the time and place of holding an adjourned meeting need not be given unless the meeting is adjourned for more than 24 hours, in which case personal notice of the time and place shall be given before the time of the adjourned meeting to the Directors who were not present at the time of the adjournment.
SECTION 14. ACTION WITHOUT MEETING
Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board, individually or collectively, consent in writing to that action.
Such action by written consent shall have the same force and effect as an unanimous vote of the Board of Directors. Such written consent or consents shall be filed with the minutes of proceedings of the Board.
SECTION 15. COMPENSATION OF DIRECTORS
Health Mobile – Bylaws 8
Directors and members of committees may not receive any compensation for their services as a Board member, but may receive reimbursement of expenses, as may be determined by resolution of the Board of Directors to be just and reasonable. The Executive Director may receive salary as an officer of the organization and not in his/her capacity as a Board Member.
ARTICLE VI
MISSION AND STATUS
SECTION 1. MISSION
The purpose of the Health Mobile is to provide dental and medical care to under-privileged children and adults living in urban and rural areas.
A disproportionate number of children and adults residing in urban and rural areas are unable to afford dental and medical and medical care. As a result, many of these individuals are suffering from tooth related ailments and there are few, if any, adequate remedies to assist these individuals.
Health Mobile will use a mobile vehicle that is fully equipped with dental and medical equipment to provide dental and medical care. The Health Mobile will coordinate with various inner city and rural school; community organizations such as homeless shelters, community health care facilities, and community centers; and other public sites, to provide on-site dental and medical care.
Health Mobile will uphold the highest professional norms in the delivery of its programs, including technical standards and codes of conduct including preserving the dignity and respect of those it serves.
SECTION 2 . STATUS
The organization is primarily a charitable not-for-profit relief organization. No substantial part of the activities of this organization shall consist of political activity, carrying on propaganda, or attempts to influence legislation, or participation and/or intervention in any political campaign including the publishing and distribution of statements on behalf of any candidate for public office.
ARTICLE VII
COMMITTEES
SECTION 1. COMMITTEES OF DIRECTORS
Health Mobile – Bylaws 9
The Chairperson may designate one or more committees, each consisting of two or more Directors, to serve on specific committees. Any committee, to the extent provided in the resolution of the Board, shall have all the authority of the Board, except that no committee, regardless of Board resolution, may:
(a) take any final action on matters which, under the Nonprofit Corporation Law of California, also requires approval of the outstanding shares;
(b) fill vacancies on the Board of Directors or in any committee; (c) fix compensation of the Directors for serving on the Board or on any committee; (d) amend or repeal bylaws or adopt new bylaws;
(e) amend or repeal any resolution of the Board of Directors which by its express terms is not so amenable or repeal able;
(f) appoint any other committees of the Board of Directors or the members of these committees;
(g) expend corporate funds to support a nominee for Director after there are more people nominated for Director than can be elected; and
(h) approve any transaction (1) to which the corporation is a party and one or more Directors have a material financial interest; or (2) between the corporation and one or more of its Directors or between the corporation or any other person in which one or more of its Directors have a material financial interest.
SECTION 2. MEETINGS AND ACTION OF COMMITTEES
Meetings and action of committees shall be governed by, and held and taken in accordance with, the provisions of Article 6 of these bylaws, concerning meetings of Directors, with such changes in the contents of those bylaws as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular meetings of committees may be determined either by resolution of Board of Directors or by resolution of the committee.
Special meetings of committees may also be called by resolution of the Board of Directors. Notice of special meetings of committees shall also be given to any and all alternate committee members, who shall have the right to attend all meetings of the committee. Minutes shall be kept of each meeting of any committee and shall be filed with the corporate records. The Board of Directors may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.
ARTICLE VIII
OFFICERS
Health Mobile – Bylaws 10
SECTION 1. OFFICERS
The officers of the corporation shall be a Chief Executive Officer, a President, a Secretary, and a Chief Financial Officer (Treasurer). It is preferred but not required that the chief financial officer and the treasurer not serve concurrently as the President.
SECTION 2. ELECTION OF OFFICERS
The officers of the corporation, except those appointed in accordance with the provisions of Section 3 of this Article VIII, shall be chosen by the Board of Directors and each shall serve subject to the rights, if any, of an officer under any contract of employment.
SECTION 3. SUBORDINATE OFFICERS
The Board of Directors authorizes the President to appoint, any other officers such as vice Presidents, associate directors, assistants, secretaries, assistant treasurers, etc. that the business of the corporation may require, each of whom shall have the title, hold office for the period, have the authority, and perform the duties specified in the bylaws or determined from time-to-time by the President, and to receive compensation for such duties as mutually agreed to by contract between him and the President.
SECTION 4. REMOVAL OF OFFICERS
Subject to the rights, if any, of an officer under any contract of employment, officers other than the President appointed by the Board may be removed, with or without cause, by the Board and those appointed by the Executive Director may be removed without cause by the Executive Director.
The President may not be removed without due cause.
SECTION 5. RESIGNATION OF OFFICERS
Any officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make if effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.
SECTION 6. VACANCIES IN OFFICES
A vacancy in any office because of termination of tenure, death, resignation, removal, or any other cause shall be filled only in the manner prescribed in these bylaws for regular appointments to that office. In the case of the vacancy of the position of treasurer and or of the secretary the President shall assume such offices until the Board shall find adequate replacement.
SECTION 7. RESPONSIBILITIES OF OFFICERS
Health Mobile – Bylaws 11
(a) President: Chief Executive Officer. Subject to such supervisory powers as may be drafted by the Board of Directors, if any, the President shall, subject to the control of the Board of Directors, be solely responsible to manage, supervise, direct, and control the business and the officers of the corporation including all representation and communication external to the organization. The President is entitled to bring legal action on behalf of the corporation. He shall have such other powers and duties as may be prescribed by the Board of Directors or the bylaws. (b) Vice Presidents. In the absence or disability of the President, the vice Presidents, if any, in order of their rank as fixed by the President or, if not ranked, a vice President designated by the President, shall perform all the duties of the President and when so acting shall have all the powers of, and perform such other duties as from time-to-time may be prescribed for them respectively by the President.
(c) Secretary. The secretary shall attend to the following:
(i) Book of minutes. The secretary shall keep or place as cause to be kept, at the principal executive office or such other place as the Board of Directors may direct, a book of minutes of all meetings and actions of Directors and committees of Directors, with the time and place of holding, whether regular or special, an, if special, how authorized, the notice given, the names of those present at such meetings, the number of Directors present or represented at the meetings, and the proceedings of such meetings.
(ii) Notices, seal and other duties. The secretary shall give or cause to be given, notice of all meetings of the Board of Directors required by the bylaws to be given. He shall keep the seal of corporation in safe custody. He shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the bylaws. (d) Chairperson of the Board. The Chairperson shall preside over all meetings of the Board of Directors and shall serve as Chair of the Executive Committee of the Board, and may be invested by other powers and duties as may be ascribed by the Board of Directors that are not inconsistent with the Bylaws.
(e) Treasurer: Chief financial officer. The treasurer shall attend to the following:
(i) Books of account. The treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of account of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and other matters customarily included in financial statements. The books of account shall be open to inspection by any Director at all reasonable times and with reasonable advance notice.
(ii) Deposit and disbursement of money and valuables. The treasurer shall deposit all money and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board of Directors; shall disburse the funds of the corporation as may be ordered by the Board of Directors; shall render to the President and Directors, whenever they request it and upon reasonable advance notice, an account of all his transactions as treasurer and of Health Mobile – Bylaws 12
the financial condition of the corporation; and shall have other powers and perform such other duties as may be prescribed by the Board of Directors or the bylaws.
ARTICLE IX
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS
SECTION 1. DEFINITIONS
For the purpose of this Article,
(a) "agent" means any person who is or was a Director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, or was a Director, officer, employee, or agent of a foreign or domestic corporation that was a predecessor corporation of this corporation or of another enterprise at the request of the predecessor corporation.
(b) "proceeding" means any threatened, pending, or completed action or proceeding, whether civil. criminal, administrative, or investigative; and
(c) "expenses" includes, without limitation, all attorneys' fees, costs, and any other expenses incurred in the defense of any claims or proceedings against an agent by reason of his position or relationship as agent and all attorneys' fees, costs, and other expenses incurred in establishing a right to indemnification under this Article.
SECTION 2. SUCCESSFUL DEFENSE BY AGENT
To the extent that an agent of this corporation has been successful on the merits in the defense of any proceeding referred to in this Article, or in the defense of any claim, issue, or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection with the claim. If an agent either settles any such claim or sustains a judgment rendered against him, then the provisions of Section 3 through 5 shall determine whether the agent is entitled to indemnification.
SECTION 3. ACTION BROUGHT BY PERSONS OTHER THAN THE CORPORATION Subject to the required findings to be made pursuant to Section 5, below, this corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any proceeding other than an action brought by, or on behalf of, this corporation, or by an officer, Director or person granted related status by the Attorney General, or by the Attorney General on the ground that the defendant Director was or is engaging in self-dealing within the meaning of California Corporations Code, or by the Attorney General or a person granted related status by the Attorney General for any breach of duty relating to assets held in charitable trust, by reason of the fact that such person is or was an agent of this corporation, for all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with the proceeding.
Health Mobile – Bylaws 13
SECTION 4. ACTION BROUGHT BY OR ON BEHALF OF THE CORPORATION The President and/or a majority vote of the Board of Directors is entitled to bring legal action on behalf of the corporation.
(a).Claims settled out of court: If any agent settles or otherwise disposes of a threatened or pending action brought by or on behalf of this corporation, with or without court approval, the agent shall receive no indemnification for either amounts paid pursuant to the terms of the settlement or other disposition or for any expenses incurred in defending against the proceeding. (b) Claims and suits awarded against agent: This corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action brought by or on behalf of this corporation by reason of the fact that the person is or was an agent of this corporation, for all expenses actually and reasonably incurred in connection with the defense of that action, provided that both of the following are met:
(i) The determination of good faith conduct required by section 5, below, must be made in the manner provided for in that section; and
(ii) Upon application, the court in which the action was brought must determine that, in view of all of the circumstances of the case, the agent should be entitled to indemnify for the expenses incurred. If the agent is found to be so entitled, the court shall determine the appropriate amount of expenses to be reimbursed.
SECTION 5. DETERMINATION OF AGENT'S GOOD FAITH CONDUCT
The indemnification granted to an agent in Sections 3 and 4 above is conditioned on the following:
(a) Required standard of conduct: The agent seeking reimbursement must be found, in the manner provided below, that he acted in good faith, in a manner he believed to be in the best interest of this corporation, and with such care. including reasonable inquiry, as an ordinarily prudent person in a like position would use in similar circumstances. The termination of any proceeding by judgment, order, settlement, conviction, or on a plea of no contender or its equivalent shall not, of itself, create a presumption that the person did not act in good faith or in a manner which he reasonably believed to be in the best interest of this corporation or that had reasonable cause to believe that his conduct was unlawful. In the case of criminal proceeding, the person must have no reasonable cause to believe that his conduct was unlawful. (b) Manner of determination of good faith conduct: The determination that the agent did act in a manner complying with paragraph a) above shall be made by:
(i) the Board of Directors by a majority vote of a quorum consisting of Directors who are not parties to the proceeding ;
Health Mobile – Bylaws 14
(ii) the affirmative vote (or written ballot in accordance with Article V, Section 10) of a majority of the votes represented and voting at a duly held meeting at which a quorum is present (which affirmative votes also constitute a majority of the required quorum). (iii) the court in which the proceeding is or was pending. Such determination may be made on application brought by this corporation or the agent or the attorney or other person rendering a defense to the agent, whether or not the application by the agent, attorney, or other person is opposed by this corporation.
SECTION 6. LIMITATIONS
No indemnification or advance shall be made under this Article, except as provided in Section 2 or 5 (b) (iii), in any circumstance when it appears:
(a) That the indemnification or advance would be inconsistent with a provision of the articles, a resolution of the Board of Directors, or an agreement in effect at the time of accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or (b) That the indemnification would be inconsistent with any condition expressly imposed by a court in approving a settlement.
SECTION 7. ADVANCE OF EXPENSES
Expenses incurred in defending any proceeding may be advanced by this corporation before the final disposition of the proceeding on receipt of an undertaking by or on behalf of the agent to repay the amount of the advance unless it is determined ultimately that the agent is entitled to be indemnified as authorized in this Article.
SECTION 8. CONTRACTUAL RIGHTS OF NON-DIRECTORS AND NON-OFFICERS Nothing contained in this article shall effect any right to indemnification to which persons other than Directors and officers of this corporation, or any subsidiary hereof, may be entitled by contract or otherwise.
SECTION 9. INSURANCE
The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not this corporation would have the power to indemnify the agent against that liability under the provisions of this section.
SECTION 10. FIDUCIARIES OR CORPORATE EMPLOYEE BENEFIT PLAN Health Mobile – Bylaws 15
This Article does not apply to any proceeding against any trustee, investment manager, or other fiduciary of an employee benefit plan in that person's capacity as such, even though that person may also be an agent of the corporation as defined in Section 1 of this Article. Nothing contained in this article shall limit any right to indemnification to which such a trustee, investment manager, or other fiduciary may be entitled by contract or otherwise, which shall be enforceable to the extent permitted by applicable law.
SECTION 11. CONFLICT OF INTEREST
The organization shall maintain and update a conflict of interest policy that prohibits its employees and board members from engaging in any activity, practice, or act which conflicts with, or appears to conflict with, the interests of the organization. Each employee and board member is required to disclose any interest of involvement when participating in a transaction of the organization in which another party to the transaction includes oneself, a close relative (spouse, parent, child, sibling, niece, nephew, or in-law) or an organization with which the member of the board, the employee, or a close relative, is affiliated.
Upon discovery of a potential conflict, either in procurement or hiring or any area of organizational interest, the employee or board member should make prompt disclosure to the Executive Director, but no later than 30 days after the occurrence. Members of the board and employees who have a conflict of interest in any matter shall refrain from participating in the consideration of the proposed transaction.
SECTION 12. EQUAL EMPLOYMENT OPPORTUNITY
The organization shall maintain, update and enforce an equal employment opportunity policy that employs, retains, promotes, terminates and otherwise treats all employees and applicants on the basis of merit. It is the intent and practice of the organization to provide equal employment opportunity to all qualifies people regardless of race, color, sex, national origin, marital status or sexual orientation, age, religion, veteran or disability as prescribed by law.
SECTION 13. DRUG-FREE WORKPLACE POLICY
The organization shall maintain a policy whereby the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance on the organization's premises is prohibited. No employee shall be under the influence of controlled substances while engaging in agency business on or off the agency's premises, or while operating a vehicle belonging to the organization. As a condition of employment, each employee must abide by the terms of the said policy.
ARTICLE X
Health Mobile – Bylaws 16
RECORDS AND REPORTS
SECTION 1. INSPECTION RIGHTS
Any member of the public may request to:
(i) inspect and copy the records of Directors names and addresses and voting rights during usual business hours on ten days' prior written demand on the corporation, stating the purpose for which the inspection of rights are requested, and
(ii) obtain from the secretary of the corporation, on written demand and on the tender of the secretary's usual charges for such a list, if any, a list of names and addresses of Directors who are entitled to vote for the election of Directors, and their voting rights, as of the most recent record date for which that list has been compiled. The demand shall state the purpose for which the list is requested. This list shall be made available to any such person by the secretary on or before the later of 10 days after the demand is received or the date specified in it as the date by which the list is to be compiled.
Granting approval to any requests for such inspection or copying under this section is subject to the judgment of the Secretary as to the reason of inspection being of good will and related to the advancement of the purposes of the organization. If the Secretary decides to withhold such disclosure the President must be notified who may decide to notify the Board of Directors. Any inspection and copying under this section may be made in person or by an agent or attorney of the interested party and the right of inspection includes the right to copy and make extracts.
SECTION 2. MAINTENANCE AND INSPECTION OF ARTICLES AND BYLAWS The corporation shall keep at its principal executive office, or if its principal executive office is not in the State of California, at its principal business office in this State, the original or a copy of the articles and bylaws as amended to date, which subject to the secretary's judgment shall be open to inspection by members of the general public given a reasonable advance written notice and at all reasonable times during office hours. If the principle executive office of the corporation is outside the State of California and the corporation has no principal business office in this State, the secretary shall, on the request of any member of the general public, furnish to that person a copy of the articles and bylaws as amended to date. Granting approval to any requests for inspection or copying under this section is subject to the judgment of the Secretary as to the cause of inspection being of good will and related to the advancement of the purposes of the organization. If the Secretary decides to withhold such disclosure the President must be notified who may decide to notify the Board of Directors. Any inspection and copying under this section may be made in person or by an agent or attorney of the interested party and the right of inspection includes the right to copy and make extracts.
SECTION 3. MAINTENANCE AND
INSPECTION OF OTHER CORPORATE RECORDS
The accounting books, records, and minutes of proceedings of the Board of Directors and any committee(s) of the Board of Directors shall be kept at such place or places designated by the Health Mobile – Bylaws 17
Board of Directors, or, in the absence of such designation, at the principal executive office of the corporation. The minutes shall be kept in written or typed form, and the accounting books and records shall be kept either in written or typed form or in any other form capable of being converted into written, typed, or printed form. The minutes and accounting books and records shall be open to inspection on the written demand of any member of the general public, given a reasonable advance notice, and at any reasonable time during usual business hours, for a purpose of good will and reasonably related to the advancement of the organization's purposes as judged by the treasurer, the secretary, and/or the President. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts. These rights of inspection shall extend to the records of each subsidiary corporation of the corporation.
SECTION 4. INSPECTION BY DIRECTORS
Every Director shall have the absolute right at any reasonable time and given reasonable notice to inspect all books, records and documents of every kind and the physical properties of the corporation and each of its subsidiary corporations. This inspection by a Director may be made in person or by an agent or attorney, and the right of inspection includes the right to copy and make extracts of documents.
SECTION 5. ANNUAL REPORT
The annual report referred to in the California Nonprofit Corporation Law is expressly dispensed with, but nothing in these bylaws shall be interpreted as prohibiting the Board of Directors from issuing annual or other periodic reports to the members of the general public as they consider appropriate. However, the corporation shall provide to the Directors, and to those members of the public who request it in writing, and whose intent is judged to be of good will and related to the advancement of the purposes of the organization, within 120 days of the close of its fiscal year, a report containing the following information in reasonable detail:
(1) The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year.
(2) The principal changes in assets and liabilities, including trust funds, during the fiscal year.
(3) The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, for the fiscal year.
(4) The expenses or the disbursements of the corporation, for both general and restricted purposes, during the fiscal year.
ARTICLE XI
CONSTRUCTION AND DEFINITIONS
Health Mobile – Bylaws 18
Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Corporation Law shall govern the construction of these bylaws.
Without limiting the generality of the above, the masculine gender includes the feminine and neuter, the singular number includes the plural, the plural number includes the singular, and the term "person" includes both the corporation and a natural person.
ARTICLE XII
AMENDMENTS BY DIRECTORS
Bylaws other than a bylaw fixing or changing the authorized number of directors may be adopted, amended, or repealed by the board of directors. However, if the articles of incorporation or bylaws adopted by the members provide for an indefinite number of directors within specified limits, the directors may adopt or amend a bylaw fixing the exact number of directors within those limits.
ARTICLES OF INCORPORATION
I
The name of this corporation is Health Mobile
II
A. This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit public Benefit Corporation Law for:
( ) Public purposes.
(x) charitable purposes.
() Public and charitable purposes.
B. The specific purpose of this corporation is to provide mobile medical, dental, and vision care to low-income children, adults and seniors.
III
The name and address in the State of California of this corporation’s initial agent for service of process is:
Name Medee Reza
Address 1659 Scott Blvd # 4
City Santa Clara, State CA. 95050
IV
A. This corporation is organized and operated exclusively for charitable purposes within the meaning of Section 501 (c ) (3), Internal Revenue Code.
B. No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office.
V
The property of this corporation is irrevocably dedicated to charitable purposes and no part of the net income or assets of this corporation shall ever inure to the benefit of any director, officer or member thereof or to the benefit of any private person, upon the dissolution or winding up of the corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable purposes and which has established its tax exempt status Section 501 (c)(3), Internal Revenue Code.
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Medee Reza, Incorporator
Health Mobile
Board Members
Mo Panahi
Real Estate Broker
47 Main Street
Santa Clara, CA 95050
Tel: 408-961-6161
Since 2018
Elias Rahgozar
Santa Clara Pest control Inc.
1296 Blossom Hill Rd
San Jose, Ca 95120
Tel: 408-952-1000
Since 2018
Dr. Ali Mehranfar
Retired Physician
208 Wolfe Road
San Jose, CA 95120
Tel: 408-309-7822
Since 2019
Matt Afshar
E.E Engineer
17520 Elaine Ct
Monte Sereno, CA 95030
Tel: 399-0675
Since 2020
Amir Naghavi
E.E Engineer
6511 Leyland Park Dr
San Jose, Ca 95120
408-997-9570
Since 2020
Reza Damabeh
Gas Station Owner
1641 Field Dr.
San Jose, Ca 95129
Tel: 209-4300
Since 2021
Masoud Haghaighi
Retired Health Department
Inspector
5761 Santa Teresa Blvd
San Jose, CA 95123
Tel: 345-2434
Since 2021
Ardshir Salam
Dentist
715 South Bascom Avenue
San Jose, CA 95117
Tel: 984-6535
Since 2020
Mehrdad Elie
Investor
985 University Ave
Los Gatos, Ca 95032
Tel: 650-610-8000
Since 2020
Tooth Mobile
Mobile 1 Mobile 2 Mobile 3 Administration
Dentist Dentist Dentist Billing
Hygienist Hygienist Hygienist Accounting
Assistant Assistant Assistant
Receptionist Receptionist Receptionist
Driver Driver Driver
Organization Chart
Board of Directors
CEO
President
Revenue Total
Private Foundation 21,000.00
El Camino Real Hospital 84,000.00
City of San Jose 50,000.00
Other Fee-for-Service 16,300.00
City of South San Francisco 15,000.00
DentI-Cal Fee-for-Service 389,000.00
Total 575,300.00
Expenses -
Personnel Expenses
Dentist 120,000.00
Physician 75,000.00
Registered Dental Assistant 1 38,400.00
Registered Dental Assistant 2 34,560.00
Receptionist 28,800.00
Driver 30,720.00
Payroll tax and Employee benefit 75,744.00
Liabilities Insurance 10,277.00
Workman Comp 6,484.00
Licensing Fees* 4,180.00
Sub total personnel expenses** 424,165.00
Dental Mobile Unit Expenses
Dental supplies 28,200.00
Telephone 1,350.00
Mobile unit 48,500.00
Dental lab 11,510.00
Printing expenses ( forms) 2,340.00
Miscellaneous 3,685.00
Waste disposal 1,550.00
Sub total mobile unit expenses 97,135.00
Total direct operating cost* 521,300.00
Adminstration cost 54000.00
Total operating cost* $ 575,300.00
Health Mobile
Budget for 2022-2023
Revenue Total
Private Foundation 11,000.00
El Camino Real Hospital 150,000.00
City of San Jose 120,000.00
DentI-Cal Fee-for-Service 295,000.00
Total 576,000.00
Expenses -
Personnel Expenses
Dentist 120,000.00
Physician 75,000.00
Registered Dental Assistant 1 38,400.00
Registered Dental Assistant 2 34,560.00
Receptionist 28,800.00
Driver 30,720.00
Payroll tax and Employee benefit 75,744.00
Liabilities Insurance 10,277.00
Workman Comp 6,484.00
Licensing Fees* 4,180.00
Sub total personnel expenses** 424,165.00
Dental Mobile Unit Expenses
Dental supplies 28,200.00
Telephone 1,350.00
Mobile unit 49,200.00
Dental lab 11,510.00
Printing expenses ( forms) 2,340.00
Miscellaneous 3,685.00
Waste disposal 1,550.00
Sub total mobile unit expenses 97,835.00
Total direct operating cost* 522,000.00
Adminstration cost 54000.00
Total operating cost* $ 576,000.00
Health Mobile
Budget for 2021
MISSION STATEMENT
The mission of Tooth Mobile is to operate a mobile
dental unit to open access to dental care services for
inter-city economically disadvantaged children and
their family. Access to dental care is a problem for
families who have no dental insurance and do not
qualify for government programs. By increasing access
to dental care we can and will give children a healthy
start. Good dental health can provide people with a
strong sense of self-worth and begin the practice of a
healthily life style.
Equal Employment Opportunity Policy
The employment policy of Health Mobile is to provide equal opportunity and affirmative action to all persons. Our organization has made a commitment to equal employment opportunity through a positive and continuing Affirmative Action Program. No employee or applicant for employment will be discriminated against because of race, color, religion, sex, sexual orientation, national origin, age, otherwise qualified disabled or veteran status.
To implement these policies, Health Mobile will continue to:
1. Recruit, hire, train and promote persons in all job classifications without regard to race, color, religion, sex, sexual orientation, national origin, age, otherwise qualified disabled or veteran status. Health Mobile does not discriminate on the basis of national origin or citizenship status as provided under the Immigration Reform and Control Act of 1986;
2. Base decisions on employment so as to further the principle of equal employment opportunity;
3. Insure that promotion decisions are in accord with the principles of equal employment opportunity by imposing only valid requirements for promotional opportunities.
4. Insure that all personnel actions are administered without regard to race, color, religion, sex, national origin, age, otherwise qualified disabled or veteran status.
I am responsible for compliance with state and federal equal employment opportunity laws, and for implementing the affirmative action program. The continued success of our Affirmative Action Program requires maximum cooperation from every employee throughout our organization. Equal employment opportunity is not only the law, but it is a principle of Health Mobile.
Mike Reza
COO
Purpose
The Americans with Disabilities Act (ADA) and the Americans with Disabilities Amendments Act (ADAAA) are federal laws that require employers with 15 or more employees to not discriminate against applicants and individuals with disabilities and, when needed, to provide reasonable accommodations to applicants and employees who are qualified for a job, with or without reasonable accommodations, so that they may perform the essential job duties of the position.
It is the policy of Health Mobile to comply with all federal and state laws concerning the employment of persons with disabilities and to act in accordance with regulations and guidance issued by the Equal Employment Opportunity Commission (EEOC). Furthermore, it is the company policy not to discriminate against qualified individuals with disabilities in regard to application procedures, hiring, advancement, discharge, compensation, training or other terms, conditions and privileges of employment.
Procedures
When an individual with a disability requests accommodation and can be reasonably accommodated without creating an undue hardship or causing a direct threat to workplace safety, he or she will be given the same consideration for employment as any other applicant. Applicants who pose a direct threat to the health, safety and well-being of themselves or others in the workplace when the threat cannot be eliminated by reasonable accommodation will not be hired.
Health Mobile will reasonably accommodate qualified individuals with a disability so that they can perform the essential functions of a job unless doing so causes a direct threat to these individuals or others in the workplace and the threat cannot be eliminated by reasonable accommodation or if the accommodation creates an undue hardship to Health Mobile. Contact human resources (HR) with any questions or requests for accommodation.
All employees are required to comply with the company’s safety standards. Current employees who pose a direct threat to the health or safety of themselves or other individuals in the workplace will be placed on leave until an organizational decision has been made in regard to the employee’s immediate employment situation.
Individuals who are currently using illegal drugs are excluded from coverage under the company ADA policy.
The HR department is responsible for implementing this policy, including the resolution of reasonable accommodation, safety/direct threat and undue hardship issues.
Terms Used in This Policy
As used in this ADA policy, the following terms have the indicated meaning:
Disability: A physical or mental impairment that substantially limits one or more major life activities of the individual, a record of such an impairment, or being regarded as having such an impairment.
Major life activities: Term includes caring for oneself, performing manual tasks, seeing, hearing, eating, sleeping, walking, standing, lifting, bending, speaking, breathing, learning, reading, concentrating, thinking, communicating and working. Major bodily functions: Term includes physical or mental impairment such as any physiological disorder or condition, cosmetic disfigurement or anatomical loss affecting one or more body systems, such as neurological, musculoskeletal, special sense organs, respiratory (including speech organs), cardiovascular, reproductive, digestive, genitourinary, immune, circulatory, hemic, lymphatic, skin and endocrine. Also covered are any mental or psychological disorders, such as intellectual disability (formerly termed “mental retardation”), organic brain syndrome, emotional or mental illness and specific learning disabilities.
Substantially limiting: In accordance with the ADAAA final regulations, the determination of whether an impairment substantially limits a major life activity requires an individualized assessment, and an impairment that is episodic or in remission may also meet the definition of disability if it would substantially limit a major life activity when active. Some examples of these types of impairments may include epilepsy, hypertension, asthma, diabetes, major depressive disorder, bipolar disorder and schizophrenia. An impairment, such as cancer that is in remission but that may possibly return in a substantially limiting form, is also considered a disability under EEOC final ADAAA regulations.
Direct threat: A significant risk to the health, safety or well-being of individuals with disabilities or others when this risk cannot be eliminated by reasonable accommodation. Qualified individual: An individual who, with or without reasonable accommodation, can perform the essential functions of the employment position that such individual holds or desires.
Reasonable accommodation: Includes any changes to the work environment and may include making existing facilities readily accessible to and usable by individuals with disabilities, job restructuring, part-time or modified work schedules, telecommuting, reassignment to a vacant position, acquisition or modification of equipment or devices, appropriate adjustment or modifications of examinations, training materials or policies, the provision of qualified readers or interpreters, and other similar accommodations for individuals with disabilities.
Undue hardship: An action requiring significant difficulty or expense by the employer. In determining whether an accommodation would impose an undue hardship on a covered entity, factors to be considered include:
o The nature and cost of the accommodation.
o The overall financial resources of the facility or facilities involved in the provision of the reasonable accommodation, the number of persons employed at such facility, the effect on expenses and resources, or the impact of such accommodation on the operation of the facility.
o The overall financial resources of the employer; the size, number, type and location of facilities.
o The type of operations of the company, including the composition, structure and functions of the workforce; administrative or fiscal relationship of the particular facility involved in making the accommodation to the employer. Essential functions of the job: Term refers to those job activities that are determined by the employer to be essential or core to performing the job; these functions cannot be modified.
The examples provided in the above terms are not meant to be all-inclusive and should not be construed as such. They are not the only conditions that are considered to be disabilities, impairments or reasonable accommodations covered by the ADA/ADAAA policy.
CONFLICT OF INTEREST POLICY
. PURPOSE:
Health Mobile is a nonprofit, tax -exempt organization. Maintenance of its tax -exempt ortant both for its continued financial stability and for public support. Therefore, the as state regulatory and tax officials view the operations of Health Mobile as a public is subject to scrutiny by and accountable to such governmental authorities as well as of the public.
equently, there exists between Health Mobile and its board, officers, and employees and the public a fiduciary duty, which carries with it a broad and uty of loyalty and fidelity. The board, officers, and management employees have bility of administering the affairs of Health Mobile honestly and prudently, and of eir best care, skill, and judgment for the sole benefit of Health Mobile. Those exercise the utmost good faith in all transactions involved in their duties, and they their positions with Health Mobile or knowledge gained therefrom for their efit. The interests of the organization must be the first priority in all decisions and . PERSONS CONCERNED:
statement is directed not only to directors and officers, but to all employees who can e actions of Health Mobile. For example, this would include all who make decisions, all persons who might be described as "management personnel," and has proprietary information concerning Health Mobile.
. AREAS IN WHICH CONFLICT MAY ARISE:
icts of interest may arise in the relations of directors, officers, and management ith any of the following third parties:
Persons and firms supplying goods and services to Health Mobile.
Persons and firms from whom Health Mobile leases property and equipment.
Persons and firms with whom Health Mobile is dealing or planning to deal in connection with the gift, purchase or sale of real estate, securities, or other property.
Competing or affinity organizations.
Donors and others supporting Health Mobile.
Agencies, organizations. and associations which affect the operations of Health Mobile .
Family members, friends, and other employees.
SECTION 4. NATURE OF CONFLICTING INTEREST:
A conflicting interest may be defined as an interest, direct or indirect, with any persons or firms mentioned in Section 3. Such an interest might arise through:
1. Owning stock or holding debt o r other proprietary interests in any third party dealing with Health Mobile.
2. Holding office, serving on the board, participating in management, or being otherwise employed (or formerly employed) with any third party dealing with Health Mobile
.
3. Receiving remuneration for services with respect to individual transactions involving Health Mobile.
4. Using Health Mobile’s time, personnel, equipment, supplies, or good will for other than Health Mobile -approved activities, programs, and purposes.
5. Receiving personal gifts or loans from third parties dealing or competing with Health Mobile
. Receipt of any gift is disapproved except gifts of a value less than $50, which could not be refused without discourtesy. No personal gift of money should ever be accepted.
SECTION 5. INTERPRETATION OF THIS STATEMENT OF POLICY:
The areas of conflicting interest listed in Section 3, and the relations in those areas which may give rise to conflict, as listed in Section 4, are not exhaustive. Conflicts might arise in other areas or through other relations. It is assumed that the directors, officers, and management employees will recognize such areas and relation by analogy.
The fact that one of the interests described in Section 4 exists does not necessarily mean that a conflict exists, or that the conflict, if it exists, is material enough to be of practical importance, or if material, that upon full disclosure of all relevant facts and circumstances it is necessarily adverse to the interests of Health Mobile.
However, it is the policy of the board that the existence of any of the interests described in Section 4 shall be disclosed before any transaction is consummated. It shall be the continuing responsibility of the board, officers, and management employees to scrutinize their transactions and outside business interests and relationships for potential conflicts and to immediately make such disclosures.
SECTION 6. DISCLOSURE POLICY AND PROCEDURE:
Transactions with parties with whom a conflicting interest exists may be undertaken only if all of the following are observed:
1. The conflicting interest is fully disclosed;
2. The person with the conflict of interest is excluded from the discussion and approval of such transaction;
3. A competitive bid or comparable valuation exists; and
4. The [board or a duly constituted committee thereof] has determined that the transaction is in the best interest of the organization.
Disclosure in the organization should be made to the chief executive officer (or if she or he is the one with the conflict, then to the board chair), who shall bring the matter to the attention of the [board or a duly constituted committee thereof]. Disclosure involving directors should be made to the board chair, (or if she or he is the one with the conflict, then to the board vice-chair) who shall bring these matters to the [board or a duly constituted committee thereof].
The [board or a duly constituted committee thereof] shall determine whether a conflict exists and in the case of an existing conflict, whether the contemplated transaction may be authorized as just, fair, and reasonable to Health Mobile. The decision of the [board or a duly constituted committee thereof] on these matters will rest in their sole discretion, and their concern must be the welfare of Health Mobile and the advancement of its purpose.