Senior Gleaners of San Diego County, Inc Bylaws

SENIOR GLEANERS OF SAN DIEGO COUNTY, INC. BYLAWS

ARTICLE I

Name: The name of this Organization is “SENIOR GLEANERS OF SAN DIEGO CO., Inc.” hereinafter referred to as the “CORPORATION”.

ARTICLE II

This is a private, non-profit corporation.

Mission statement: To get quality food otherwise wasted to those needing it the most.

Guiding principles: a) glean surplus foods from every available source for distribution among other charitable organizations that feed the poor in a fair and equitable manner, b) make the public aware of the hunger problems of the elderly and poor, c) promote reduction of food waste.

ARTICLE III

VOLUNTEERS – Volunteers conducting the basic work, such as gleaning, delivery, warehouse duties, administration functions, etc., of the organization must be ages 55 and over. However, board members and paid staff have no age requirement. Volunteers are permitted to take a small amount of food for their own personal use.

ARTICLE IV

ORGANIZATIONAL STRUCTURE – The corporation's day-to-day general operations are conducted primarily by volunteers with minimal assistance from paid staff under the direction of the board. Administrative duties can be delegated to paid staff from the board.

ARTICLE V

OFFICERS AND DIRECTORS - The board of directors consists of the following members: president, treasurer, and secretary and directors. 1. The tenure of an officer shall be for two years. The term of office shall begin on January 2 of the year following election. An officer is eligible to serve a second two-year term. The board, by a majority vote, may approve an officer serving into a third year term until such time as a successor is elected. All directors, including former officers, are eligible to be re-elected every two years and have no term-limits.

1. The terms of officers shall be staggered, so that half of the board members have terms expiring in odd years, and the other half in even years.

2. No member shall be nominated for more than one elective office at a time, nor shall they hold more than one elective office at a time.

3.The board of directors shall include no more than a maximum of 11 officers and directors combined. At least onedirector shall be an active Senior Gleaners volunteer in good standing with at least six-months of Senior Gleaner experience. The term for this member will be a one-year, renewable term. Other members need not have direct Senior Gleaner volunteer experience. Potential directors from outside the ranks of active Gleaner volunteers should demonstrate an interest in the Gleaners' mission, have experience relevant to the needs of the organization and provide two references from people knowledgeable of their character, abilities and experience.

4. Nominating Committee: The board, in its third quarter meeting of the year, shall appoint a nominating committee of two-to-three persons from among its board members to recruit, interview and recommend nominations for openings on the board, and present those names to the fourth quarter meeting of the board for election.

5. Vacancies: When a vacancy on the board exists mid-term, the secretary must receive nominations for the replacement member from the board-appointed nominating committee one week in advance of a board meeting. These nominations shall be sent out to board members with the regular board meeting announcement, to be voted upon at the next board meeting. Such a vacancy will be filled only to the end of the particular board member's term.

6. Resignation, termination, and absences: Resignation from the board must be in writing and received by the secretary. A board member shall be terminated from the board due to excess absences (more than two absences from board meetings in a year). If they are missing for emergency reasons, they can be reinstated once they are able to start attending again, if their position remains vacant at the time. A board member may be removed for other reasons by a three-fourths vote of the remaining directors.

ARTICLE VI

DUTIES OF THE OFFICERS AND DIRECTORS - Primary duties include:

1. President: (a) Preside at board meetings and any general meetings of the organization (b) Appoint organization volunteers or board members to any long-term or ad hoc committees that may be deemed necessary. Appointments shall be subject to approval of the board of directors (c) Manage the day-to-day operations of the corporation including supervising any paid staff and handling correspondence, which may be forwarded to other officers or staff for action or filing. (d) Sign checks. (e) Approve in writing all expenditures not of a routine nature and exceeding $500 (f) Provide signature approval of monthly financial statements developed by the treasurer.

2. Secretary: (a) Attend and record all board of directors, general organization volunteers and Executive Committee meetings. (b) Prepare and maintain an official file of all minutes and essential information. (c) Make available to the president those records or details for the day-to-day operation of the corporation. (e) Receive and record all corporation correspondence. (f) Log, record, copy all donations, and deliver all correspondence to the appropriate designated person.

3. Treasurer: (a) Receive and receipt all funds and deposits in corporation accounts. (b) Make disbursements on the corporation accounts as approved in policies or in writing by the president. (c) Maintain records of all receipts and disbursements. (d) Prepare a monthly financial statement for review by the board and signature approval of the president. Also, the most recent financial statement will be approved by the board at quarterly meetings. (e) Prepare an annual financial statement at the end of the calendar (fiscal) year for review and approval by the board of directors as well as review at any business meeting of the organization to which volunteers are invited. (f) Prepare the books for audit or outside financial review as determined by policy and to meet any state or federal guidelines. (g) Sign checks. (h) Make available to the president those records or details needed for the day-to-day operation of the corporation.

4. Board of directors: (a) Govern the business of the corporation in accordance with the articles of incorporation and these bylaws. (b) Fill vacancies occurring in elective offices by appointment for the remainder of the unexpired term (c) Remove from office any officer or director for incompetence or neglect of duty. (d) Elect its own president, secretary and treasurer. (e) Conduct strategic planning. (f) Define the mission of the organization, and plan and oversee the administration of the programs to accomplish the mission. (f) Establish a plan for adequate funding of the organization's program. (g) Approve an annual operating budget of the organization. ( h) Annually review and evaluate the mission and program of the organization. (i) Develop and review fiscal procedures, fundraising plan, and annual budget with staff and other board members. (j) Approve the budget. All expenditures must be within budget.

ARTICLE VII

COMMITTEES

1. Committee formation: The board may create committees as needed, such as finance, fundraising, public relations, data collection, bylaws, etc. The board president appoints all committee chairs. All committee members and chairs can be either members of the board of directors or organization volunteers. However, each committee shall have at least one board member serving on the committee and acting as liaison to the full board.

2. Executive Committee: The three officers serve as members of the executive committee. Except for the power to amend the articles of incorporation and bylaws, the executive committee shall have all the powers and authority of the board of directors in the intervals between meetings of the board of directors, with actions taken during the interval subject to ratification by the full board at the next board meeting. If the board hires paid staff, this committee interviews candidates and recommends a finalist for board consideration.

ARTICLE VIII

MEETINGS AND QUORUMS

1. A general meeting of officers, directors and volunteers shall be held annually, at the call of the president. A meeting notice shall include the agenda items. Such notice shall be published either through the US Postal Service or electronically and distributed at least two weeks prior to the meeting.

2. The board of directors shall meet regularly, a minimum of once each quarter. Two thirds of members must be present for a quorum. Meetings may be conducted in person or virtually. Board members shall be notified electronically with an agenda prepared at least three days in advance of a meeting.

3. Special meetings of the board of directors may be called by the president, or by three members of the board acting jointly. All members of the board must be given three days advance notice with subject matter to be discussed. No other business may be transacted except as contained in the special meeting notice.

ARTICLE IX

GENERAL

1. The fiscal year of this corporation shall coincide with the calendar year.

2. This corporation shall not engage in political activities or be involved in political campaigns beyond that allowed for nonprofit organizations.

3. The corporation may acquire and distribute products other than food items.

4. A building fund may be maintained and administered by the board of directors for the purpose of buying, building, leasing, or otherwise providing for the housing of the corporation functions.

5. Special and/or reserved funds may be approved and administered by the board of directors.

6. The corporation shall retain a CPA to assist in maintaining the corporation’s books and to perform an audit of the corporation’s books once the corporation meets the IRS minimum annual revenues that require this.

7. The corporation may sponsor or contract with private, non-profit or government programs that are compatible with the objectives of the bylaws and articles of incorporation. A two-thirds majority vote of the board of directors shall be required to adopt or terminate these programs or services.

8. Standing rules and policies involving operational procedures and not of a parliamentary nature may be adopted by the board of directors.

9. All questions of a parliamentary nature not provided for in these bylaws will be decided by Robert's Rules of Order, latest edition.

10. Any errors, omissions or deviations found not in accordance with federal, state, or local law shall be void and the law will apply.

ARTICLE X

1. An hoc committee will be created to review the mission, vision, guiding principles and bylaws a minimum of every five years. The results will be presented to the larger board for review..

2. Following this review, these bylaws may be amended officially at any board meeting by a two-thirds majority vote of the board members present .

ARTICLE XI

DISSOLUTION - The assets of the corporation are irrevocably dedicated to social welfare purposes and no part shall inure to the benefit of any of its volunteers, employees or board members. Upon dissolution, all assets remaining after providing for debts and obligations shall be distributed to other charitable organizations with similar missions to Senior Gleaners as may be directed by the board of directors of the corporation, or as directed by the Superior Court of San Diego County.

ARTICLE XII

The corporation has a written policy on the following: CONFLICT OF INTEREST- All board members will sign a conflict of interest statement annually. The secretary will retain all original signed statements in perpetuity. Directors are expected to announce any conflict of interest to the board and abstain from voting on any issues for which they have a conflict of interest.

VOLUNTEER/EMPLOYEE PROTECTION POLICY – This encourages and enables volunteers, employees and others to raise serious concerns internally so the corporation can address and correct inappropriate conduct and actions. It is the responsibility of all board members, officers, employees and volunteers to report concerns about violations of the corporation's code of ethics or suspected violations of law or regulations that govern the corporation’s operations.

WRITTEN DOCUMENT RETENTION AND DESTRUCTION POLICY - This policy addresses the retention and destruction of documents and other records, both in hard copy and electronic media (which may merely be referred to as “documents” in this policy).

Other policies may be developed and approved by the board to direct the work of the board and volunteers.

CERTIFICATION

These bylaws were approved at a meeting of the board of directors by a unanimous vote on December 15, 2016. They replace any bylaws in effect before this date.

Secretary's Signature Date

NOTE: These bylaws represent a significant revision to original bylaws. They were drafted by a bylaws committee composed of board members Elaine Hiel and Monte Turner and board consultant Elaine Lewis.

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