Wendell/New Salem Good Neighbors By Laws

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:

  • help assure the local food security of the residents of Wendell and New Salem by
  1. operating a weekly food pantry,
  2. offering food delivery to homebound residents,
  3. serving as an emergency food resource
  • heighten and promote public awareness of the functions, resources, services and needs of the Wendell and New Salem Food Pantry,
  • support and cooperate with the community in identifying and developing Pantry services and facilities to meet community needs,
  • encourage, solicit and receive gifts and bequests to Good Neighbors from corporations, businesses, community organizations and private citizens in order to enable Good Neighbors to enhance services, expand programs and add new dimensions that maximize Good Neighbors' role and usefulness in the community,
  • serve as an information and referral source for other programs serving low and moderate income individuals and families.

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.



  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.



  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.



  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 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


President until Annual Meeting 2014

Vice President until Annual Meeting 2013

Secretary until Annual Meeting 2014

Treasurer until Annual Meeting 2013

At Large until Annual Meeting 2013, 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.
  • The President shall preside at all meetings of the Board and Membership, and shall plan agendas for all meetings, shall nominate committee chairpersons to be voted in by a affirmative vote at regular Board meetings, shall represent the Corporation at gatherings, public functions and the Food Bank of Western Mass., shall coordinate the work of the Officers and committees of the Corporations, and shall perform such other duties as are normally performed by the President of a non-profit corporation and such other duties as may be prescribed in these by-laws or delegated to the President by the Board. No persons shall serve more than two (2) consecutive terms as President.
  • The Secretary shall record the minutes of all meetings of the board and shall distribute them two weeks prior to the next Board Meeting, shall be responsible for sending out notices of all such meetings, shall maintain a list of all Directors, and shall perform such other duties as are normally performed by the Secretary of a non-profit corporation and such other duties as may be delegated to the Secretary by the Board.
  • The Treasurer shall have charge of and be responsible for all funds, securities, receipts, and disbursements and books of accounts of the Corporation and shall keep a full and accurate account thereof, shall present a financial report at regular meetings of the Board and at other times requested by the Board and shall perform such other duties as are normally performed by the Treasurer of a non-profit corporation and such other duties as may be delegated to the Treasurer by the Board.
  • The Board shall include at least two At Large members.
  • Any additional officers shall have such duties and responsibilities as are prescribed by the Board at the time such offices are created. The board may fill any newly created offices, and any vacancies among the officers, for a term ending at the time of the next annual meeting.



  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.



  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.