Bylaws

Article I Name

Section 1.01 Name – The name of the corporation shall be the Lunenburg Community Food Pantry (aka. LCFP), (hereafter referred to as “Pantry”).

 

Article II Form of Corporation

Section 2.01 Nonprofit Corporation – The Pantry is incorporated under the Massachusetts state law (Chapter 180 of the Massachusetts General Laws ("M.G.L").

Article III Purpose (Mission) and Status

 

Section 3.01 Purpose – The purposes of the Pantry shall be those purposes stated in the Pantry’s Articles of Incorporation and such other purposes as may be permitted to non-profit corporations under Chapter 180 of the Massachusetts General Laws, including but not limited to the following:

Primary Purpose – Mission:
• to provide food whenever possible, subject to the resources and capacity of Pantry, to persons in the geographical area of Lunenburg, Massachusetts, when such persons are found to be suffering from personal and/or financial hardships, in cases of emergency and in other appropriate situations, regardless of race, age, religion, national origin, disability, gender, sexual orientation or political affiliation.

• to engage and provide opportunities to committed community volunteers to work in partnership to advance the purpose so the Pantry.

In order to advance the above-stated Mission, the Pantry shall:

• conduct orderly and efficient operations in furtherance of the foregoing, in regard to acquisition, inventory, storage, delivery of the Pantry’s goods and services;

• keep and maintain accurate financial records and detailed records of the Pantry’s operations as may be required by applicable law, appropriate practices or by any governmental or non-governmental authority reviewing such operations;

• occupy or own and maintain real estate to advance the foregoing purposes; and

• solicit funds and support for advancement of all of the foregoing purposes.

 

Section 3.02 Nonprofit Charitable Status – No part of the Pantry’s net earnings shall inure to the benefit of any contributor, director, officer, or other individual; no substantial part of the activities of the Pantry shall consist of carrying on propaganda or otherwise attempting to influence legislation, except to the extent permitted by Section 501(h) of the Internal Revenue Code of 1986 (and any subsequent amendment thereto); the Pantry shall not participate or intervene in any political campaign on behalf of any candidate for public office; and upon any dissolution or winding up of the Pantry, its assets remaining after all debts and expenses have been paid or provided for shall be distributed by the Board of Directors to the agency or agencies designated successor if it then is an organization qualifying for the exemption afforded organizations described in Section 501(c)(3) of the Internal Revenue Code of 1986 (and any subsequent amendment thereto). Notwithstanding any other provisions hereof, the Pantry shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization which is tax exempt as an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986 (and any subsequent amendment thereto). The Pantry does not contemplate pecuniary gain or profit, incidental or otherwise.

Article IV Office

 

Section 4.01 Registered Office – The registered office of the Pantry shall be as stated in the Articles of Incorporation of the Pantry, as they may be hereafter amended.

 

Section 4.02 Principal Office – The principal office of the Pantry shall be at 1025 Massachusetts Avenue, Lunenburg, MA 01462

 

Section 4.03 Other Offices – The Pantry may also establish offices at such other places where the Pantry is qualified to do business as the Board of Directors may from time to time appoint or the activities and business of the Pantry may require.

Article V Members

 

Section 5.01 Members – The Pantry shall have Members consisting volunteers of 6 months good standing and are commited to promote the purposes, mission and service of the Pantry and admitted to membership in accordance with this Article V. As of the date of adoption of these Bylaws, the Members are as stated on Schedule 5.01 attached to these Bylaws which schedule.

 

Section 5.02 Voting- Each member shall be entitled to one vote on any matter to come before the members which shall be cast by members present at the meeting.

 

Section 5.03 Duties of Members – It shall be the duty of each Member to support and promote the purpose, mission and services of the Pantry to the extent of such Member’s resources and capacity, to attend all regular and special meetings of the Members and to supply volunteers to assist in carrying out the mission of the Pantry.

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Section 5.04 Annual Meeting of Members – The annual meeting of the Members shall be in July of each year for the purpose of election of members of the Board of Directors. The annual meeting will take place on the first Wednesday of July each year.

 

Section 5.05 Special Meetings of Members – Special meetings of the Members may be called by the President at any time and special meetings of the Members shall be called by the Secretary at the written request of a majority of Directors or of a majority of the Members. Notice shall be given to each Member at least ten (10) days before the special meetings. This notice shall specifically set forth the place, day, and hour of the meeting as well as the purpose of the meeting.

 

Section 5.06 Quorum – A quorum of the Members at any regular or special meeting shall be five (5) Members.

 

Article VI Board of Directors

 

Section 6.01 General Powers  - The responsibility and authority for governing the business and affairs of the Pantry shall be vested in the Board of Directors.

 

Section 6.02 Number and Qualifications of Directors - The Board of Directors shall be composed of five (5) persons. The Members, by resolution adopted by a majority of the Members, may change the number of persons composing the Board of Directors at any regular or special meeting called for such purpose. Directors shall be persons of full age who may, but shall not be required to reside in the town of Lunenburg.

 

Section 6.03 Election -  All Directors shall be elected by majority of the Members at the Pantry’s annual meeting. Directors shall serve until their terms expire or until their replacements are elected, whichever shall last occur.

Directors shall take office upon their election. The members of the Board of Directors shall be elected for a term of one (1) year.

 

Section 6.04 Resignation or Disqualification - Any Director may resign at any time by giving written notice to the President or Secretary of the Pantry. The resignation shall take effect at the time specified in such notice and the acceptance of the resignation shall not be necessary to make it effective.

Any Director who is not acting in a manner that promotes the purposes of the Pantry shall be removed by majority vote of the Board of Directors.

 

Section 6.05 Vacancies on the Board of Directors -  During the periods between annual meetings of the Pantry, the Board of Directors shall have the power to fill any vacancy on the Board for the balance of any unexpired term. Any person elected to fill an unexpired term, shall be considered for purposes of Section 6.04 to have served a full term if the unexpired term is for half or more than half of the full term. If, however, the unexpired term is for less than half of the full term, the director shall be eligible for three (3) full terms.

 

Section 6.06 Duties - It shall be the duty of each Director to attend all regular meetings and special meetings of the Board of Directors and to serve on committees as appointed according to special interests or abilities.

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Section 6.07 Special Meetings - Special meetings of the Board of Directors may be called by the President at any time and they shall be called by the Secretary at the written request of a majority of the Directors. Notice shall be given each Director at least ten (10) days before the meeting. This notice shall specifically set forth the place, day, and hour of the meeting as well as the purpose of the meeting. Electronic – Meetings may also be utilized as special meetings when applicable.

 

Section 6.08 Quorum, Voting, and Manner of Acting - A quorum of the Board of Directors at any regular or special meeting shall be a majority of the members of the Board of Directors. The vote of the majority of Directors present at a meeting at which a quorum is present shall constitute the action of the Board of Directors. A Director who is present at the meeting in which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he or she votes against such action or abstains from voting. The Board of Directors shall act only as a Board and the individual Directors shall have no power as such.

 

Section 6.09 Limitation on Board Membership – In addition to all other requirements and electronic restrictions:

 

Section 6.10 Conflict of Interest - Members of the Board of Directors shall be deemed fiduciaries in their relationship with the Pantry and as such shall not use their position to derive any profit or gain, directly or indirectly, by reason of membership on the Board of Directors of the Pantry, shall not become involved in any business interest or transaction for services or goods with the Pantry without disclosing such business interest, and shall refrain from participation in decisions which may reflect a conflict of interest. All members of the Board of Directors shall have an obligation to disclose any conflict of interest that such person may have during tenure of office so the business interest of the Pantry will be preserved. Further, it shall be the obligation of each member of the Board of Directors to disclose from time to time any conflict of interest which may arise in the course of the regular conduct of the business affairs for the Pantry.

 

Article VII Officers

 

Section 7.01- Number The officers of the Pantry shall be: President, Vice President, Secretary/Clerk, Treasurer and Director. The officers may be, but are not required to be chosen from the membership of the Board of Directors and shall not become voting members of the Board of Directors by reason of their election as officers unless elected to the Board of Directors under Article VI of these Bylaws.

 

Section 7.02 Election of Officers - The officers of the Pantry shall be elected by the Board of Directors at its annual meeting. Election shall be by ballot if there are nominations from the floor; otherwise, the Secretary may be directed to cast the ballot for the single slate presented. Officers elected shall take office at the close of the meeting.

 

Section 7.03 Term -The term of office shall be one (1) year for all officers.  The Officers will meet regularly to review the activities of the Pantry including but not limited to;

a. Formulating and recommending policies to the Board of Directors; such as but not limited to, finances and purchasing.

b. Preparing, reviewing and recommending to the Board of Directors annual operating and capital budgets for the Pantry; and advising the Board of Directors on all business and financial matters including:

i. Periodic review of the financial position of the Pantry;

ii. Compilation of the annual financial statements of the Pantry; and

iii. Investments and other assets of the Pantry.

 

Section 7.04 Removal or Vacancy - Any officer may be removed from office at any time, with or without cause, on the affirmative vote of a majority of the entire Board of Directors whenever in its judgment, the best interests of the Pantry will be served thereby.

 

Section 7.05 The President -The President shall preside at all meetings. The President shall bring to the Board of Directors all business that may require its consideration, and shall generally supervise, oversee, and direct the daily operations of the Pantry.

The President shall appoint all committee chairpersons and committee members with the approval of the Board of Directors. The President shall see that all decisions, resolutions, and policies of the Pantry and of the Board of Directors are carried into effect.

 

Section 7.06: Vice President The Vice President shall perform the President’s duties whenever the President is unable to perform his or her duties. The Vice President (VP) shall maintain the master list of the member addresses, e-mails, phone numbers, positions and congregations.

 

Section 7.07 The Secretary --The Secretary shall take all minutes at meetings of the Board of Directors Officer’s meeting, and other meetings called by the President and/or Board of Directors and shall keep such records at the office of the Pantry. The Secretary shall send or cause to be sent notice of all meetings of the Board of Directors, Officers, and the Members. The Secretary shall send or cause to be sent copies of meeting minutes Committee members to keep them apprised of the Pantries activities.

The Secretary shall have charge of all correspondence for the Board of Directors, The Officers and keep a record of the attendance, and at all the Pantry meetings and cause for absence. The Secretary shall present resolutions as deemed essential to the functioning of the Pantry.

 

Section 7.08 The Treasurer -The Treasurer shall (i) advise the Board of Directors, The President, and the Officers its funds and securities, (ii) present reports to the Board of Directors, The Officers, regarding the Pantry’s financial condition, (iii) submit an annual financial report through the President and Officers. Attending to the preparation of any tax or information returns, which may be required by any governmental authority and to the payment of any taxes or fees which may be due.

Article VIII Committees

 

Section 8.01 - Special Committees -The Board of Directors may authorize the appointment of special committees from time to time as shall be necessary. The chairperson of any such special committee shall be a Director unless otherwise authorized by the Board of Directors. Directors and other persons may be appointed as members of a special committee as appropriate to the nature of such special committee. The members of such special committees shall serve until they complete the project or assignment for which they were appointed and have submitted a final report to the Board of Directors.

 

Article IX Books and Records

 

Section 9.01 Type of Books The Pantry shall keep:

a. An original record of the proceedings of all meetings of the Members, the Board of Directors, Officers, and committees;

b. The original or a copy of these Bylaws, including all amendments thereto by date, certified by the Secretary of the Pantry;

c. An original register of the members of the Board of Directors, Officers, and committee members and their position within the Pantry as such, giving their addresses, e-mails, phone numbers, and the date on which their respective terms, if applicable, expire and other details as required; and

d. Tax documents, federal and state correspondence and notices regarding the charitable status of the Pantry.

e. Any and all contracts and agreements with external entities, organizations, and/or individuals.

f. All logs of pantry activities associated with distribution of product.

 

Section 9.02- Place – The records provided for herein shall be kept at the
Pantry’s principal place of business.

Article X Fiscal Year

 

Section 10.01 Fiscal Year – The fiscal year of the Pantry shall end on July 31st of each year.

 

Article XI Transaction of Business

 

Section 11.01 Property - The Pantry shall make no purchase of real property nor sell, mortgage, lease or otherwise dispose of real property unless authorized by a majority vote of the Board of Directors.

 

Section 11.02 Contracts -Unless authorized to do so by the Board of Directors, no officer, agent or employee shall have any power or authority to bind the Pantry by any contract, or to pledge its credit, or to render it liable for any purpose or to any amount. Upon approval of the Board of Directors, the President or any two of the following officers are authorized to enter into contracts in the name of and on behalf of the Pantry: Vice President, Treasurer and Secretary. The Board of Directors may by proper resolution authorize other officers to execute and deliver contracts or other instruments.

 

Section 11.03 Checks or Drafts - All checks or demands for money and notes of the Pantry shall be signed by such officer or officers as the Board of Directors from time to time may designate specifically with respect to any checking account of the Pantry:

a. All checks are to be approved and signed by the Treasurer;

b. No Officer may sign a check payable to himself or herself, to a member of his immediate family, or to any business entity in which he or she owns an interest.

 

Article XII Annual Report

 

Section 12.01 - Annual report shall be published which is verified by the President and Treasurer or by a majority of the Board of Directors showing appropriate details related to the fiscal and program operations of the Pantry so as to inform the public. This report shall be filed with the minutes of the annual meeting of the Members.

 

Article XIII – Amendments and Approval

 

Section 13.01 - These Bylaws may be amended, modified or revised by a majority vote of the Members at any meeting, provided copies of proposed amendments, modifications or revisions or a complete summary thereof have been sent to each Member not less than twenty (20) days before such meeting. The Bylaws shall be reviewed from time to time and revised as needed.

Article XIV Parliamentary Authority

Section 14.01 - Robert’s Rules of Order Revised shall be the parliamentary authority for all matters of procedure not specifically covered by the Bylaws or specified in rules of procedure adopted by the Pantry.

 

Article XV Indemnification

 

Section 15.01 The Pantry shall indemnify each of its Directors, officers, and employees whether or not then in service as such, as well as their executors, administrators, personal representatives and heirs, against all reasonable expenses actually and necessarily incurred by them in connection with the defense of any litigation to which the individual may have been a party because they are or were a Director, officer or employee of the Pantry. The individual shall have no right to reimbursement, however, in relation to matters as to which he or she has been adjudged liable to the Pantry for gross negligence or willful misconduct in the performance of his or her duties, or were derelict in the performance of his or her duties as Director, officer or employee by reason of willful misconduct, bad faith, gross negligence or reckless disregard of the duties of their office or employment. The right to indemnity for expenses shall also apply to the expenses of suits which are compromised or settled if the court having jurisdiction of the matter shall approve such settlement.

The foregoing right of indemnification shall be in addition to, and not exclusive of, all other rights to that which such Director, officer or employee may be entitled.

 

Article XVI Dissolution

Upon the dissolution of this organization, assets shall be distributed for one or more exempt purposes within the meaning of Section 501c (3) of the Internal Revenue Code, or corresponding section of any future tax code, or shall be distributed to the federal government or a state or local government for a public purpose.

 

Article XVII Effective Date

Section 16.01 These Bylaws are effective as of the latest date of revision as noted below and shall replace any previous Bylaws. Any amendment, modification or revision of the Bylaws shall be effective upon adoption there of as set forth in Article XIII.

Adopted by unanimous vote the Members present at the meeting of the Lunenburg Community Food Pantry on Wednesday, August 3, 2022.