SOUTHERN YORK COUNTY PANTRY
AMENDED AND RESTATED
Article I Name
Section 1.01 Name – The name of the corporation shall be the Southern York County Pantry (hereafter referred to as “Pantry”).
Article II Form of Corporation
Section 2.01 Nonprofit Corporation – The Pantry is incorporated under the Pennsylvania Nonprofit Corporation Law of 1988.
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 the Pennsylvania Nonprofit Corporation Law of 1988, including, but not limited to the following:
Primary Purpose – Mission:
• to provide food, energy and other assistance whenever possible, subject to the resources and capacity of Pantry, to persons in the geographical area of Southern York County, when such persons are found to be suffering from extreme personal and financial hardships, in cases of emergency and in other appropriate situations, regardless of race, age, religion, national origin, disability, gender, sexual orientation, political affiliation or location.
• to engage and provide opportunities to committed community volunteers to work in partnership to advance the purpose so the Pantry; and
• to recognize and encourage the importance of fellowship among the participating churches in the community working together to further the mission of Jesus Christ through 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 c/o St. John the Baptist Catholic Church, 315 North Constitution Avenue, New Freedom, PA. 17349.
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 of those religious institutions committing 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 shall be maintained and updated from time to time by the officers of the Pantry.
Section 5.02 Designated Representative; Voting – Each Member shall designate a representative who shall be authorized by such Member to act on behalf of such Member on all business of the Pantry with respect to which a Member is required or permitted to act. Each Member shall be entitled to one vote on any matter to come before the Members, which shall be cast by such Member’s designated representative. Where possible, Pantry Officers and/or Board members should not serve as representatives.
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 through such Member’s designated representative all regular and special meetings of the Members and to supply volunteers to assist in carrying out the mission of the Pantry.
Section 5.04 Annual Meeting of Members – The annual meeting of the Members shall be in April of each year for the purpose of election of members of the Board of Directors. Notice shall be given to each Member at least thirty (30) days before each annual meeting of the members
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 twenty (20) 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 six (6) Members, who shall be considered present if a designated representative of each such Member is present.
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 Commonwealth of Pennsylvania.
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 Re Election No Director shall serve more than three (3) consecutive terms. After at least one year has intervened, a former Director may be elected to membership of the Board of Directors.
Section 6.05 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 6.06 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 6.07 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.
Section 6.08 Annual Meeting – The annual meeting of the Board of Directors shall be in each year as promptly as possible following the annual meeting of the Members. The annual meeting shall be for the purposes of the election of officers, for review the past year’s operations, and for the disposition of such other business as shall come before the Board of Directors.
Section 6.09 Regular Meetings Regular meetings of the Board of Directors shall be held annually. Notice shall be given to each Director at least ten (10) days before each regular meeting.
Section 6.10 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 6.11 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 6.12 Limitation on Board Membership – In addition to all other requirements and electronic restrictions:
a. No more than one (1) Director affiliated with a particular Member may serve on the Board of Directors at any one time. If this is not practical others (temporary person) may serve until a qualified member is identified, at which time the temporary person must step down.
b. No person may serve on the Board of Directors at the same time as a member of his or her immediate family, including such person’s spouse, parent, sibling or child.
Section 6.13 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, Treasurer, and Volunteer Coordinator. 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 at which they were elected 60 days after the annual meeting.
Section 7.03 Term The term of office shall be one (1) year for all officers. The officers elected in 2015 will continue in office until 60 days after the spring 2016 annual meeting. The President and Vice President may succeed themselves in office for not more than three consecutive terms in office. Other officers may succeed themselves in office without limitation. 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, purchasing, and energy.
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 to the Pastoral 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.
Section 7.09 Volunteer Coordinator – The Volunteer Coordinator shall recruit volunteers through community and church organizations to continually replenish the number of volunteers serving the Pantry. The Volunteer Coordinator shall work with pastors and lay organizations to communicate the Pantry ministry’s interest in committed volunteers and encourage youth groups and others to participate in the Pantry’s ministry. The Volunteer Coordinator will work with the Pantry in matching the skills of volunteers with the needs of the Pantry’s ministry and shall act as a liaison between the Pantry’s leadership and its volunteers.
Section 7.10 Assistant Officers The Board of Directors may appoint an Assistant Secretary or Assistant Treasurer, for such periods, not to exceed two years, as the Board of Directors may deem appropriate for the purposes of the Pantry.
Section 7.11 Vacancy If the position of any officer or agent becomes vacant for any reason, the Board of Directors shall fill the vacancy by election by majority vote at a special meeting or at the next regular meeting. The successor shall hold office for the unexpired term in respect of which such vacancy occurred.
Article VIII Committees
Section 8.01 Pastoral Oversight Committee The Pastoral Oversight Committee shall consist of no fewer than five (5) members of the recognized clergy whose duties shall include periodic oversight of the operations and governance of the Pantry to assure:
a. that it is in compliance with its stated purposes and mission;
b. that it is substantially following and appropriately updating and revising its strategic plan and vision; and
c. that its operations address, to the extent possible, the spiritual interests of the Pantry’s volunteers and those the Pantry serves.
The Pastor Oversight Committee shall also be empowered to mediate any disputes or differences which may arise between or among Members, Directors, volunteers or others pertaining to the finances, operations or mission of the Pantry. The Pastor Oversight Committee shall have such other powers and such other duties as may be assigned from time to time by the Board of Directors.
Section 8.02 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.
Section 9.03- Financial Statement Review The books and financial statements of the Pantry shall be reviewed annually by a certified public accountant and a report shall be filed with the records of the Pantry.
Article X Fiscal Year
Section 10.01 Fiscal Year – The fiscal year of the Pantry shall end on December 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, employee, or employees 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. Any check in excess of $1,000 must be signed by a second Officer, other Than the Treasurer, as assigned by the Board of Directors; and
c. 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.
Section 12.04 Notices. – Any notice required or permitted by these Bylaws to be given to a Member, Director, officer or committee member of the Pantry may be given in any manner allowed by the Pennsylvania Nonprofit Corporation Law of 1988, as amended. If mailed, a notice shall be deemed to be given two (2) business days after it is deposited in the United States mail addressed to the person at his or her address as it appears on the records of the Pantry, with postage prepaid. If sent by reputable overnight courier service, a notice shall be deemed to be given one (1) business day after it is delivered to such service addressed to the person at his or her address as it appears on the records of the Pantry. If notice is served by facsimile or email, a notice shall be deemed given at the time sent and the person giving notice shall retain records sufficient to prove actual delivery to the appropriate facsimile number or email address. A person may designate his or her preferred notice method and shall provide all necessary information regarding the same by giving written notice to the Secretary of the Pantry. Without a preference designation, the person serving the notice shall give notice by United States mail.
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 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 Southern York County Pantry on April 25, 2013
Revised bylaws approved and adopted by a unanimous vote the Members present at the annual meeting of the Southern York County Pantry membership on the thirteenth day of January, 2014.
Revised bylaws approved and adopted by a unanimous vote the Members present at the annual meeting of the Southern York County Pantry membership on the fifteenth day of April, 2015.
Revised and amended bylaws approved and adopted by a unanimous vote the Members present at the annual meeting of the Southern York County Pantry membership on the twenty six day of October, 2015.