CONSTITUTION AND BY-LAWS

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CONSTITUTION

Article 1:      Name

                      Neighbors Helping Neighbors

                      Definition

The organization is a charitable not-for-profit corporation to operate a food pantry and provide services to meet the needs of residents of Cooper County and surrounding areas.

Purpose

The purpose of the organization is to provide items to those lacking resources to meet their needs.  The will be done without discrimination on basis of race, color, religion, sex, sexual orientation, age, disability or status as a Vietnam-era veteran. 

BYLAWS 

Article 1:        Meetings

Board meeting times and locations shall be established under board policies. 

President and/or Vice-President will be in charge of setting up agenda for meetings. 

Article 2:        Members

a.    Board shall consist of 7 to 14 members.

b.    Board members shall serve for 3 year term..  One-third shall serve for three years, one third for two years, one-third for one year for the charter board.

c.    Board members may serve more than one term. 

d. Any board member having three consecutive unexcused absences shall automatically be terminated from the board.

Article 3:       Officers (Executive Committee) President, Vice-President, Secretary, Treasurer

1.  President

a)    Gives leadership to the organization.

b)    Convenes and chairs the meetings.

c)    Appoints 3 members to serve on nominating committee for annual meeting.

d)    Calls any executive or special meetings needed.

e)    Reports all news worthy activities to media.

f)     Head up annual meeting in January.

g)    Shall appoint standing and ad hoc committees.

                        2.  Vice-President

a)    In absence of the President, convenes and chairs all meetings.

b)    Works with President to develop any program for the meetings.

c)    Takes over if President is no longer available. 

      3.  Secretary

a)    In the absence of the President or Vice-President convenes and chairs the meetings.

b)    Keeps records of the business meetings and reports the minutes at the next meeting.

c)    Handles correspondence, including announcements of future meetings.

d)    Works with President to distribute info & special notification.

       4.  Treasurer

a)    In the absence of the President, Vice-President and Secretary convenes and chairs the meeting.

b)    Receives and deposits all monies for the organization.

c)    Pays all bills within a reasonable time.

d)    Prepares a monthly statement for the Board (to be sent out monthly).

e)    In January the treasurer shall prepare books to be audited by an ad hoc committee of three board members appointed by the president. The board members shall report their findings at the March board meeting.

f)     The treasurer and other members of the Executive Committee shall prepare an annual budget for the calendar year in November by the Executive Committee (all four officers) and sent to the board members prior to the December board meeting. 

Article 4:        Elections

1.   Nominations for members shall be made by the Nominations Committee or any board member whenever there is a vacancy.

2.   Nominations for officers shall be presented at the December board meeting.

3.   Nominations for officers will also be accepted from the floor.

4.  Board members shall vote on new board members at the meeting in which the potential board member is presented.

5.  The officers voted on at the December meeting shall take office
     immediately following the December meeting.

Article 5:        Conflict of Interest Policy

1.    The purpose of the conflict of interest policy is to protect Neighbors Helping Neighbors’ (Organization) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of Neighbors Helping Neighbors or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations. 

2.   Definitions

A). Interested Person

Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person. 

B). Financial Interest

1. person has a financial interest if the person has, directly or indirectly, through business, investment, or family: 

2 An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,

3.  A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or

4. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement. 

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. 

A financial interest is not necessarily a conflict of interest. Under Article 5, Section 4, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists. 

3. Duty to Disclose

In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement. 

4. Determining Whether a Conflict of Interest Exists

After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. 

5. Procedures for Addressing the Conflict of Interest

A. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

B. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

C. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

D. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement. 

6. Violations of the Conflicts of Interest Policy

A. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

B. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action. 

            7. Records of Proceedings

The minutes of the governing board and all committees with board delegated powers shall contain: 

A. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.

B. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings. 

            8. Compensation

A A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.

B. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.

C. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation. 

9. Annual Statements

Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:

A. Has received a copy of the conflicts of interest policy,

B. Has read and understands the policy,

C. Has agreed to comply with the policy, and

D. Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. 

10. Periodic Reviews

To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

A. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.

B. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction. 

11. Use of Outside Experts

When conducting the periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted. 

Article 6:      Council policies

1.    The board at its pleasure may adopt policies to govern operations of the pantry by board members and volunteers. The council policies may be changed at a regular or special board meeting providing it is on the board agenda. The Secretary shall maintain a list of all board policies and provide board members with updated copies when they are appointed to the board or when a policy is added, deleted or changed.

2.    Policies shall be adopted, modified or added by a simple majority of the board members present.

Article 7:        Activities and Dissolution

1. Notwithstanding any other provision of these articles, the organization is exclusively for charitable purposes..

2. The organization shall not attempt to influence legislation or participate in, or intervene in (including the publication or distribution or statements), any political campaign on behalf of any candidate for public office.

3. No part of the income  of the organization shall inure to the benefit of any director of the organization, or any private individual (except that reasonable compensation may be paid for services rendered to or for the organization), and no board member or officer shall be entitled to share in the distribution of any of the assets upon dissolution of the organization.

Article 8:       Amendments of the Document

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