Wendell/New Salem Good Neighbors By Laws

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 By-Laws of Good Neighbors: Wendell/New Salem Food Pantry

By-Laws adopted December 5, 2012 Please click Read More below to read full document.

Article I:

Name and Purpose The name of the Corporation is Good Neighbors Wendell/New Salem Food Pantry, Inc.

Its purpose is to:

  1. operating a weekly food pantry,
  2. offering food delivery to homebound residents,
  3. serving as an emergency food resource

And in furtherance of these purposes, to engage in activities that are educational and charitable as defined in Section 501c (3) of the Internal Revenue Code and to carry out such activities and programs in furtherance of such purpose as may be carried out by a Corporation organized under Massachusetts General Laws Chapter 180.

 

ARTICLE II:

MEMBERS

  1. Membership. The Corporation shall have Members, who shall be entitled to participate in the corporation’s activities and to vote in the election of Directors and Officers and other issues submitted to the vote of the members. Any resident of Wendell/New Salem who subscribes to the purpose of the Corporation shall be entitled to be a member.
  2. Meetings of Members. There shall be an annual meeting of members of the corporation in October, on such date as shall be determined by the board. The President if ordered to do so by the Board shall call for special meetings of the members. At least 14 days notice of the annual meeting shall be given to the members by posting on the bulletin board at the Pantry. Seven members shall constitute a quorum for the transaction of business at any meeting of the members.

ARTICLE III:

BOARD OF DIRECTORS

  1. Number, Powers and Term. The business and property of the Corporation, except as otherwise provided by law, shall be conducted and managed by its Board of Directors, which shall consist of not fewer than (5) nor more than (11) persons, the number to be determined from time to time by the Board. After the initial election three Directors shall be elected at each annual meeting for a term of two year, Nominations shall be made at the Annual Meeting by any member. The individuals receiving the most votes of the members present shall be elected to each position. New officers shall take office immediately following the annual meeting, and shall serve until the election and installation of their successors. Interim vacancies and unfilled directorships may be filled by a majority vote at any meeting of the Board.
  2. Meetings. Regular meetings of the Board shall be held bi-monthly on the 4th Monday of the month unless this conflicts with holidays, (no meeting the month of December), or at such other intervals as may be determined from time to time by the Board. Special meetings of the board may be called by the President or by any two (2) members of the Board.
  3. Quorum. Fifty-one percent (51%) of the members of the Board shall constitute a quorum for the transaction of business at any meeting of the Board.
  4. Notices. (Not less than seven (7) days written or electronic notice shall be given for regular meetings,) and not less than forty-eight (48) hours written or telephonic or electronic notice shall be given for special meetings of the Board.
  5. Removal. Only the Directors may remove a Director. If a consituency of 20 members proposes to remove a Director, a signed petition outlining the reasons for removal, must be submitted to the Board of Directors 2 weeks in advance of a Board Meeting. A vote to remove a Director shall be made only after the Director proposed to be removed has been notified of the reasons for removal and provided an opportunity to be heard before the Board. Removal shall require an affirmative vote of three-quarters (3/4) of the Board at a meeting at which a quorum is present.

ARTICLE IV

OFFICERS

  1. Designation and Election. The Officers of the Corporation shall consist of a President, Vice President, Secretary, and Treasurer, together with such additional officers, if any, as may be provided for by the Board from time to time. All terms are 2 years except for the election held at the organizational meeting when the Vice President, Treasurer and ½ the At Large members are elected for 1 year in order to stagger terms. All elected Officers will take office immediately following the meeting at which they were elected and shall serve until the election and installation of their successors.

Organizational Meeting to elect and establish Good Neighbors' Board and Officers

Terms:

President until Annual Meeting 2014

Vice President until Annual Meeting 2013

Secretary until Annual Meeting 2014

Treasurer until Annual Meeting 2013

At Large ½ until Annual Meeting 2013, ½ until Annual Meeting 2014

Interim vacancies and unfilled positions may be filled by a majority vote at any meeting of the Board.

  1. Powers and Duties.

ARTICLE V

COMMITTEES

  1. Creation and Powers. The Board may create such standing and special committees as it may deem necessary to promote the purposes and carry out the work of the Corporation, including an Executive Committee which may be given all the powers of the Board when the board is not in session except the power to make, amend or repeal the bylaws or the power to elect Directors.
  2. Membership. Committee chairs must be members of the Board of Directors, but committee members need not be Directors.

ARTICLE VI

OTHER PROVISIONS

  1. Informal Action. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if all Directors sign consent to such action and such written consent is filed with the records of the Corporation. One or more Directors or members of any committee may participate in a meeting of the Directors or such committee by means of a conference telephone or similar equipment if all persons participating can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting.